Table of Contents

 

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

 

As filed with the Securities and Exchange Commission on October 1 4 , 2016

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment No.  ☐
   
Post-Effective Amendment No. 90  ☒

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment No. 90  ☒

 

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
   ☐ 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

 

 

 

Table of Contents

(COVER PAGE)

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Fund Class A Shares Ticker Symbols Government Obligations Fund FAAXX  Retail Prime Obligations Fund FAPXX  Retail Tax Free Obligations Fund (formerly, Tax Free Obligations Fund) FTAXX  Treasury Obligations Fund FATXX  U.S. Treasury Money Market Fund FOEXX  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 Prime Obligations Fund 4
Retail Tax Free Obligations Fund 8
Treasury Obligations Fund 12
U.S. Treasury Money Market Fund 15
Additional Summary Information 18
More about the Funds 19
Investment Objectives 19
Principal Investment Strategies 19
Other Investment Strategies 22
Principal Investment Risks 23
Description of Principal Investment Risks 24
Disclosure of Portfolio Holdings 26
Fund Management 27
Investment Advisor 27
Portfolio Managers 28

 

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

 

 

 

Table of Contents

 

Shareholder Information 29
Shareholder Eligibility 29
Pricing of Fund Shares 29
Share Classes 30
12b-1 Fees 30
Shareholder Servicing Plan 31
Determining Your Share Price 31
Purchasing Fund Shares 31
Redeeming Fund Shares 32
Exchanging Fund Shares 35
Additional Information on Purchasing, Redeeming, and Exchanging Fund Shares 35
Dividends and Distributions 39
Taxes 39
Additional Payments to Institutions 40
Staying Informed 41
Financial Highlights 42

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

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 A
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Low Balance Account Fee (for accounts under $2,500) $15
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 0.25%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.20%
Total Annual Fund Operating Expenses 0.80%
Less Fee Waivers1 (0.05)%
Net Expenses1 0.75%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 A
1 year $  77
3 years $250
5 years $439
10 years $985

 

  1 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

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.

 

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.

 

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.

 

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.

 

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.

 

  2 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Government Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Government Obligations Fund 9/24/01 0.01% 0.01% 1.05 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

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 18 of the prospectus.

 

  3 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

   
Shareholder Fees
(fees paid directly from your investment)
Class A
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Low Balance Account Fee (for accounts under $2,500) $15
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 0.25%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous1 0.24%
Total Annual Fund Operating Expenses 0.84%
Less Fee Waivers2 (0.09)%
Net Expenses2 0.75%

 

1Miscellaneous expenses are based on estimated amounts for the fund’s current fiscal year.

 

2The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 A
1 year $  77
3 years $259

 

  4 Prospectus –   First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Principal Investment Strategies

 

Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;
·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
·non-convertible corporate debt securities;
·securities issued by the U.S. government or one of its agencies or instrumentalities;
·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
·loan participation interests; and
·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Fund Performance

 

Because the fund has not yet completed a year of operations as of the date of this prospectus, there is no performance information to present for the fund.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  7 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund

(formerly, 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 A
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Low Balance Account Fee (for accounts under $2,500) $15
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 0.25%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.2 7 %
Total Annual Fund Operating Expenses 0.8 6 %
Less Fee Waivers1 (0.1 1 )%
Net Expenses1 0.75%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 A
1 year $     77
3 years $   26 3
5 years $   4 66
10 years $1,0 50

 

  8 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

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, which are floating rate instruments with a one- or seven-day put option that 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.

 

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.

 

  9 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

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.

 

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

 

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

 

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

 

Regulatory Risk — 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) Risk — Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option.

 

  10 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

 (BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Ten Years
Retail Tax Free Obligations Fund 9/24/01 0.00% 0.00% 0.70 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  11 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund

 

Investment Objective

 

Treasury Obligations Fund’s objective is to seek maximum current income 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 A
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Low Balance Account Fee (for accounts under $2,500) $15
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 0.25%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.20%
Total Annual Fund Operating Expenses 0.80%
Less Fee Waivers1 (0.05)%
Net Expenses1 0.75%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 A
1 year $  77
3 years $250
5 years $439
10 years $985

 

  12 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

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

 

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.

 

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.

 

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.

 

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.

 

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.

 

  13 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Ten Years
Treasury Obligations Fund 9/24/01 0.00% 0.00% 0.95 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  14 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund

 

Investment Objective

 

U.S. Treasury Money Market Fund’s objective is to seek maximum current income 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 A
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Low Balance Account Fee (for accounts under $2,500) $15
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 0.25%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.24%
Total Annual Fund Operating Expenses 0.84%
Less Fee Waivers1 (0.09)%
Net Expenses1 0.75%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 A
1 year $     77
3 years $   259
5 years $   457
10 years $1,02 8

 

  15 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Principal Investment Strategies

 

U.S. Treasury Money Market Fund invests exclusively in direct obligations of the U.S. Treasury and other money market funds that invest exclusively in such 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

 

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.

 

Principal risks of investing in this fund include:

 

Additional Expenses — If the fund invests in other money market funds , 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.

 

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.

 

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.

 

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.

 

  16 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception            
AS OF 12/31/15 Date   One Year   Five Years   Ten Years
U.S. Treasury Money Market Fund 10/25/04   0.00%   0.00%   0.89 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  17 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the funds on any business day. You can become a shareholder in any of the funds by making a minimum initial investment of $1,000. The funds reserve the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order or to stop offering shares for sale at any time. Investments in Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are limited to accounts beneficially owned by natural persons.

 

You can redeem shares through your financial intermediary or by contacting the funds at:

 

Phone   Regular Mail   Overnight Express Mail
800-677-3863   First American Funds   First American Funds
    P.O. Box 701   615 East Michigan Street
    Milwaukee, WI 53201-0701   Milwaukee, WI 53202

 

Tax Information

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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.

 

Retail Tax Free Obligations Fund intends to pay interest that is exempt from federal income tax, including the federal alternative minimum tax, although a portion of the fund’s distributions may not be tax-exempt.

 

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.

 

  18 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

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 Each Fund

 

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 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.

 

  19 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

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 Prime Obligations Fund

 

Retail Prime Obligations Fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

·commercial paper;
·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
·non-convertible corporate debt securities;
·securities issued by the U.S. government or one of its agencies or instrumentalities;
·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
·loan participation interests; and
·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

  20 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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, which are floating rate instruments with a one- or seven-day put option that 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 i ts 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.

 

  21 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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 and other money market funds that invest exclusively in such 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.

 

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 t he 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 the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

  22 Prospectus – First American Money Market Funds
Class A Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Risks

 

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
         
Retail Prime Obligations Fund      
· Banking Industry Risk   · Liquidity Risk
· Credit Risk   · Municipal Security Risk
· Cybersecurity Risk   · Redemption Risk
· Foreign Security Risk   · Regulatory Risk
· Income Risk   · Repurchase Agreement Risk
· Interest Rate Risk   · Variable Rate Demand Note (VRDN) Risk
         
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 (VDRN) Risk
         
Treasury Obligations Fund      
· Credit Risk   · Liquidity Risk
· Cybersecurity Risk   · Redemption Risk
· Income Risk   · Regulatory Risk
· Interest Rate Risk   · Repurchase Agreement Risk
         
U.S. Treasury Money Market Fund      
· Additional Expenses   · Interest Rate Risk
· Credit Risk   · Liquidity Risk
· Cybersecurity Risk   · Redemption Risk
· Income Risk   · Regulatory Risk

 

  23 Prospectus – First American Money Market Funds
Class A Shares

  

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks

 

Additional Expenses. If the fund invests in other money market funds , 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.

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of Retail Prime Obligations Fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, 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, 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.

 

Foreign Security Risk. The foreign securities in which Retail Prime Obligations Fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the

 

  24 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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, additionally for Retail Prime Obligations Fund and Retail Tax Free Obligations Fund , because a liquidity provider defaults on its obligation to purchase the security when properly tendered by the fund.

 

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

 

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

 

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.

 

For Retail Prime Obligations Fund, if the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

  25 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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) Risk. Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option. While the fund invests only in VRDNs of high quality issuers, or which are supported by high quality financial institutions, it is still possible that an issuer or financial institution could default on its obligations.

 

Disclosure of Portfolio Holdings

 

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

 

  26 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 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   0.08% 
Retail Prime Obligations Fund   0.10% 
Retail Tax Free Obligations Fund   0.02% 
Treasury Obligations Fund   0.06% 
U.S. Treasury Money Market Fund   0.00% 

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of each fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

U.S. Bancorp Asset Management, U.S. Bank National Association (U.S. Bank) and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the First American funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the 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 0.20%, on an annual basis, of the aggregate average daily net assets attributable to Class A shares of all First American money market funds. U.S. Bancorp Asset Management pays Fund Services a portion

 

  27 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Fund Management

 

Investment Advisor continued

 

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.

 

Custody Services. U.S. Bank provides custody services to each fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of each fund’s average daily net assets. Distribution Services. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, receives distribution and shareholder servicing fees for acting as the funds’ distributor.

 

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of 20% of each fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Shareholder Servicing Fees. Each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class A shares for providing or arranging for the provision of shareholder services to the holders of its Class A 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.

 

  28 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

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Shareholder Information

 

Shareholder Eligibility

 

Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are “retail” money market funds as defined under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) . As retail money market funds, shareholders must be “natural persons.” Natural persons are permitted to invest in the Retail Prime Obligations Fund and 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 Prime Obligations Fund or 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. The net asset value 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next

 

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 Class A Shares

 

 

 

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Shareholder Information

 

Pricing of Fund Shares continued

 

business day, but in no event more than seven days, after 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. ” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

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, a fund may also close trading early.

 

Your purchase or redemption price will be based on that day’s net asset value (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, Redeeming, and Exchanging 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 Fund Shares” and “Redeeming Fund Shares.”

 

Some financial intermediaries may charge a fee for helping you purchase, redeem, or exchange shares. Contact your financial intermediary for more information. No such fee will be imposed if you purchase shares directly from the funds.

 

Share Classes

 

The funds issue their shares in multiple classes. This prospectus offers Class A shares.

 

Class A shares are offered at net asset value with no front-end or contingent deferred sales charge, but with an annual distribution (12b-1) fee of 0.25% and an annual shareholder servicing fee of 0.25%.

 

12b-1 Fees

 

Each fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act that allows the fund to pay its distributor an annual fee for the distribution and sale of its shares and/or for services provided to shareholders. The 12b-1 fees are equal to 0.25% of the average daily net assets of Class A shares.

 

Because these fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

The Class A share 12b-1 fee is a distribution fee. The funds’ distributor uses the distribution fee to compensate financial intermediaries for providing distribution-related services to the funds.

 

Your financial intermediary will continue to receive Rule 12b-1 fees relating to your shares for as long as you hold those shares.

 

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 Class A Shares

 

 

 

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12b-1 Fees continued

 

The board of directors has approved the suspension or reduction of 12b-1 fee payments by each fund as needed in order to maintain a yield for each share class of at least 0%. Any such suspension or reduction will result in a corresponding suspension or reduction of amounts paid by the fund’s distributor to financial intermediaries .

 

Shareholder Servicing Plan

 

Each fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to the Class A shares. Under this plan and agreement, each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of average daily Class A share net assets for providing or arranging for the provision of shareholder services to the holders of Class A shares. No distribution-related services are provided under this plan and agreement.

 

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 A shares is the fund’s next determined net asset value after the fund, or its designated agent, receives your order in proper form. To understand how the funds calculate their net asset value, see “Additional Information on Purchasing, Redeeming, and Exchanging Funds Shares — Calculating Net Asset Value” below.

 

Purchasing Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

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

 

You may become a shareholder in any of the funds by making a minimum initial investment of $1,000. The funds reserve the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order or to stop offering shares for sale at any time.

 

By Phone. You may purchase shares by calling your financial intermediary , if they have a sales agreement with the funds’ distributor.

 

You may also purchase shares by calling Investor Services and making a wire transfer or an Automated Clearing House (ACH) transaction from your bank. Before making an initial investment by wire or ACH, you must submit a new account form to the funds and select this option. Be sure to include a cancelled check or pre-printed deposit slip with the form. Once the account is established, you may request the account number and wiring instructions from Investor Services by calling 800 677-3863. Purchases may then be made by wire transfer or ACH by calling the same number. All information will be taken over the telephone, and your order will be priced at the next NAV calculated after the funds’ custodian receives your payment by wire or ACH.

 

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Shareholder Information

 

Purchasing Fund Shares continued

 

You cannot purchase shares by wire or ACH on days when federally chartered banks are closed.

 

By Mail. To purchase shares by mail, simply complete and sign a new account form, enclose a check made payable to the fund you wish to invest in, and mail both to:

 

Regular U.S. Mail:   Overnight Express Mail:
First American Funds   First American Funds
P.O. Box 701   615 East Michigan Street
Milwaukee, WI 53201-0701   Milwaukee, WI 53202

 

After you have established an account, you may continue to purchase shares by mailing your check to First American Funds at the same address.

 

Please note the following:

 

·All purchases must be drawn on a bank located within the United States and payable in U.S. dollars to First American Funds.

·Cash, money orders, third-party checks, credit card checks, traveler’s checks, starter checks, and credit cards will not be accepted. We are unable to accept post-dated checks or any conditional order as payment.

·If a check or ACH transaction does not clear your bank, the funds reserve the right to cancel the purchase, and you may be charged a fee of $25 per check or transaction. You could be liable for any losses or fees incurred by the fund as a result of your check or ACH transaction failing to clear.

 

By Systematic Investment Plan. To purchase shares as part of a savings discipline, you may add to your investment on a regular basis by having $100 or more automatically withdrawn from your bank account on a periodic basis and invested in fund shares. You may apply for participation in this program through your financial intermediary or by calling Investor Services at 800 677-3863.

 

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 or Investor Services at 800 677-3863.

 

Redeeming Fund Shares

 

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

 

Redemption proceeds to be paid by wire will normally be paid on the same day that your redemption request is accepted in proper form by the funds. Redemption proceeds to be paid by check will normally be sent on the next business day, but in no event more than seven days, after your redemption request is accepted in proper form by the funds. When you redeem shares by check , the proceeds are normally sent on the next business day, but in no event more than seven days, after your request is received in proper form. Redemption proceeds paid by wire will normally be paid on the same day of the redemption order, if the redemption order is accepted in proper form.

 

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Shareholder Information

 

Redeeming Fund Shares continued

 

By Phone. If you purchased shares through a financial intermediary, simply call them to redeem your shares.

 

If you did not purchase shares through a financial intermediary , you may redeem your shares by calling Investor Services at 800 677-3863. Proceeds can be wired to your bank account (if you have previously supplied your bank account information to the fund) or sent to you by check. The funds charge a $15 fee for wire redemptions, but have the right to waive this fee for shares redeemed through certain financial intermediaries and by certain accounts. Proceeds also can be sent directly to your bank or brokerage account via electronic funds transfer if your bank or brokerage firm is a member of the ACH network. The funds reserve the right to limit telephone redemptions to $50,000 per account per day.

 

If you recently purchased your shares by check or through the ACH network, proceeds from the sale of those shares may not be available until your check or ACH payment has cleared, which may take up to 15 calendar days from the date of purchase.

 

By Mail. To redeem shares by mail, send a written request to your financial intermediary , or to the fund at the following address:

 

Regular U.S. Mail:   Overnight Express Mail:
First American Funds   First American Funds
P.O. Box 701   615 East Michigan Street
Milwaukee, WI 53201-0701   Milwaukee, WI 53202

 

Your request should include the following information:

 

·name of the fund;

·account number;

·dollar amount or number of shares redeemed;

·name on the account; and

·signatures of all registered account owners.

 

After you have established your account, signatures on a written request must be guaranteed if:

 

·you would like redemption proceeds to be paid or mailed to any person, address, or bank account other than that on record;

·you have changed the address on the fund’s records within the last 30 calendar days;

·your redemption request is in excess of $50,000; or

·you intend to change legal ownership of your account.

 

In addition to the situations described above, the funds reserve the right to require a signature guarantee, or another acceptable form of signature verification, in other instances based on the circumstances of a particular situation.

 

A signature guarantee assures that a signature is genuine and protects shareholders from unauthorized account transfers. Banks, savings and loan associations, trust companies, credit unions, broker-dealers, and member firms of a national securities exchange may guarantee signatures. Call your financial intermediary to determine if it has this capability. A notary public is not an acceptable signature guarantor.

 

Proceeds from a written redemption request will be sent to you by check unless another form of payment is requested.

 

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Shareholder Information

 

Redeeming Fund Shares continued

 

By Checking Account. You may sign up for check writing privileges when you complete a new account form, or by calling your financial intermediary or the funds. With a fund checking account, you may redeem shares simply by writing a check for $100 or more, unless your financial intermediary requires a higher minimum. The funds may charge a $25 fee for draft checks written against insufficient funds and requests to stop payment on a check. Call Investor Services at 800 677-3863 for more information.

 

Please note that you may not use a check to close your account.

 

By Systematic Withdrawal Plan. If your account has a value of $5,000 or more, you may redeem a specific dollar amount from your account on a regular basis. You may set up a systematic withdrawal when you complete a new account form or by calling your financial intermediary .

 

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.

 

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 a 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.

 

As discussed below under “Additional Information on Purchasing, Redeeming, and Exchanging Fund Shares – Liquidity Fees and Redemption Gates, ” with respect to Retail Prime Obligations Fund and Retail Tax Free Obligations Fund, each fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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.

 

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Shareholder Information

 

Exchanging Fund Shares

 

Exchanges may be made only on days when the Federal Reserve is open. There is no fee to exchange shares.

 

Generally, you may exchange your shares only for the same class of shares of the other fund. Exchanges are made based on the net asset value per share of each fund at the time of the exchange.

 

Before exchanging into any fund, be sure to read its prospectus carefully. A fund may change or cancel its exchange policies at any time upon notice to shareholders, which may be given by means of a new or supplemented prospectus.

 

The First American money market funds also are offered as money market exchange vehicles for certain other mutual fund families that have entered into agreements with the funds’ distributor. 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 First American fund. You may be assessed certain transactional or service fees by your original mutual fund family in connection with any such exchange. If you have any questions regarding the amount of fees assessed per transaction, please call the toll-free number on your statement.

 

By Phone. If both funds have identical shareholder registrations, you may exchange shares by calling your financial intermediary , or by calling the funds directly at 800 677-3863.

 

By Mail. To exchange shares by written request, please follow the procedures under “Redeeming Fund Shares” above. Be sure to include the names of both funds involved in the exchange.

 

By Systematic Exchange Plan. You may make automatic exchanges on a regular basis of your Class A shares for the same class of shares of another First American fund. You may apply for participation in this program through your financial intermediary , or by calling Investor Services at 800 677-3863.

 

Additional Information on Purchasing, Redeeming, and Exchanging Fund Shares

 

Calculating Net Asset Value

 

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

   
  Deadline for orders to be
received in order to receive
the current day’s NAV
Government Obligations Fund 3:30 p.m. Central time
Retail Prime Obligations Fund 3:30 p.m. Central time
Retail Tax Free Obligations Fund 11:30 a.m. Central time
Treasury Obligations Fund 3:30 p.m. Central time
U.S. Treasury Money Market Fund 12:00 p.m. Central time

  

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Shareholder Information

 

Additional Information on Purchasing, Redeeming, and Exchanging Fund Shares continued

 

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the 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.

 

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 funds will have significant 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.

 

Telephone Transactions

 

You may purchase, redeem, or exchange shares by telephone, unless you elected on your new account form to restrict this privilege. If you wish to reinstate this option on an existing account, please call Investor Services at 800 677-3863 to request the appropriate form.

 

The funds and their agents will not be responsible for any losses that may result from acting on wire or telephone instructions that they reasonably believe to be genuine. The funds and their agents will each follow reasonable procedures to confirm that instructions received by telephone are genuine, which may include recording telephone conversations. If an account has more than one owner or authorized person, the funds will accept telephone instructions from any one owner or authorized person.

 

Once a telephone transaction has been placed, it generally cannot be canceled or modified.

 

It may be difficult to reach the funds by telephone during periods of unusual market activity. If you are unable to reach the funds or their agents by telephone, please consider sending written instructions.

 

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

 

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Additional Information on Purchasing, Redeeming, and Exchanging Fund Shares continued

 

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.

 

Financial intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of Retail Prime Obligations Fund and Retail Tax Free Obligations Fund to natural persons and, upon request, provide satisfactory evidence that they have such policies, procedures and internal controls in place. In addition, a financial intermediary is required to involuntarily redeem its customers that do not satisfy the eligibility requirements as set forth above. The funds reserve the right to redeem shares in any account that they cannot confirm to their satisfaction is beneficially owned by natural persons, after providing advance notice.

 

Accounts with Low Balances

 

Each fund reserves the right to liquidate or assess a low balance fee to any account holding a balance that is less than the account balance minimum of $2,500 for any reason.

 

If a fund elects to liquidate or assess a low balance fee, then annually, on or about the second Wednesday of August, the fund will assess a $15 low balance account fee to certain retirement accounts, education savings plans, and UGMA/UTMA accounts that have balances under the account balance minimum. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Prior to the assessment of any low balance fee or liquidation of low balance accounts, affected shareholders will receive a communication reminding them of the pending action, thereby providing time to ensure that balances are at or above the account balance minimum prior to any fee assessment or account liquidation.

 

An intermediary may apply its own procedures in attempting to comply with the funds’ low balance account policy.

 

Liquidity Fees and Redemption Gates

 

With respect to Retail Prime Obligations Fund and 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 a 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

 

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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 a fund imposes a redemption gate, the fund and your financial intermediary will not accept redemption or exchange orders until the fund has notified shareholders that the redemption gate has been lifted. Any redemption or exchange orders submitted while a redemption gate is in effect will be cancelled without further notice. If you still wish to redeem or exchange shares once the redemption gate has been lifted, you will need to submit a new redemption or exchange 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 or exchange orders (or pay redemptions without adding a liquidity fee to the redemption amount) if the fund can verify that the redemption or exchange order was submitted to the fund’s agent before the fund imposed liquidity fees or suspended redemptions. Once a liquidity fee or a redemption gate is in place, shareholders will not be permitted to exchange into or out of a fund until the fee or gate is terminated.

 

The board generally expects that a liquidity fee or redemption gate would be imposed, if at all, during periods of extraordinary market stress. T he 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.

 

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Shareholder Information

 

Additional Information on Purchasing, Redeeming, and Exchanging 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 place an exchange order for fund shares by the time the fund determines its NAV, you will begin to accrue dividends on the next business day. In the case of shares purchased by check, because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, you will begin to accrue dividends on the first business day after the fund receives your check (provided your check is received by the time the fund determines its NAV). If you redeem shares and your request is received by the time the fund determines its NAV, you will receive a dividend on the day of your redemption request if the fund pays your redemption proceeds by check, but you will not receive a dividend on the day of your redemption request if the fund pays your redemption proceeds by wire.

 

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. 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.

 

  39 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

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Shareholder Information

 

Taxes continued

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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 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.

 

Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method ” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period in the shares sold exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you will determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss will be treated as short-term capital gain or loss.

 

Additional Payments to Institutions

 

The advisor and/or the distributor may pay additional compensation to investment professionals, participating institutions and “one-stop” mutual fund networks (each an “institution” and, collectively, “institutions”) out of their own resources in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed on behalf of the institution’s customers. The amounts of these payments may be significant, and may create an incentive for the institution or its employees or associated persons to recommend or sell shares of the 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; reimbursement of ticket or operational charges (fees that an institution charges its representatives for effecting transactions in fund shares); lump sum payment for services provided; the type and nature of services or support furnished by the institution; and/or other measures as determined from time to time by the advisor and/or distributor.

 

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

 

  40 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

  

Shareholder Information

 

Additional Payments to Institutions continued

 

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 accounts held directly with the funds are mailed quarterly. Confirmations generally are mailed following each non-systematic purchase or sale of fund shares. Generally, the funds do not send statements for shares held in a brokerage account. Please review your statements and confirmations as soon as you receive them and promptly report any discrepancies to your financial intermediary or to Investor Services at 800 677-3863.

 

  41 Prospectus –  First American Money Market Funds
 Class A Shares

  

 

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class A shares of each fund. This information is intended to help you understand each fund’s financial performance for the past five years or, if shorter, the period of operations for the fund. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables 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.

 

The information below 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.

 

  42 Prospectus –  First American Money Market Funds
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Table of Contents

 

Financial Highlights

 

Government Obligations Fund

 

   Fiscal year ended August 31, 
   2016   2015   2014   2013   2012 
Per Share Data                         
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1    0.0001   0.0001   0.0001   0.0001 
Distributions (from net investment income)    (0.000 )1    (0.000)1   (0.000)1   (0.000)1   0.0001
Net Asset Value, End of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Total Return2    0.01 %    0.01%   0.01%   0.02%   0.01%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $199,472   $315,649   $258,329   $245,783   $247,540 
Ratio of Expenses to Average Net Assets    0.29 %    0.11%   0.09%   0.14%   0.15%
Ratio of Net Investment Income to Average Net Assets    0.01 %    0.01%   0.01%   0.02%   0.01%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.80 %    0.80%   0.80%   0.80%   0.79%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.50 )%    (0.68)%   (0.70)%   (0.64)%   (0.63)%

1 Rounds to zero.

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

 

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Financial Highlights

 

Retail Prime Obligations Fund 

        
   Fiscal year ended August 31,
2016
Per Share Data     
Net Asset Value, Beginning of Period    $ 1.00  
Net Investment Income    (0.000 )1
Distributions (from net investment income)      (0.000 )1
Net Asset Value, End of Period    $ 1.00  
Total Return2    0.00 %
      
Ratios/Supplemental Data     
Net Assets, End of Period (000)    $ 831,019  
Ratio of Expenses to Average Net Assets    0.60 %
Ratio of Net Investment Income to Average Net Assets    0.02 %
Ratio of Expenses to Average Net Assets (excluding waivers)    0.84 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.22 )%

1 Rounds to zero. 

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

 

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Table of Contents

 

Financial Highlights

 

Retail Tax Free Obligations Fund 

                          
   Fiscal year ended August 31, 
    2016    2015    2014    2013    2012 
Per Share Data                         
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    —     —    —    —    0.0001
Distributions (from net investment income)    —     —    —    —    (0.000)1
Net Asset Value, End of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Total Return2    0.00 %    0.00%   0.00%   0.00%   0.00%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 42,974    $49,660   $102,926   $58,571   $89,213 
Ratio of Expenses to Average Net Assets    0.20 %    0.06%   0.08%   0.15%   0.15%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.86 %    0.85%   0.84%   0.85%   0.86%
Ratio of Net Investment Income (Loss) to Average Net Assets                         
(excluding waivers)    (0.66 )%    (0.79)%   (0.76)%   (0.70)%   (0.71)%
1Rounds to zero.

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

 

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Financial Highlights

 

Treasury Obligations Fund

 

                     
       Fiscal year ended August 31,         
   2016   2015   2014   2013   2012 
Per Share Data                    
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1    —    —    —    — 
Distributions (from net investment income)    (0.000 )1    —    —    —    — 
Distribution (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    0.00 %    0.00%   0.00%   0.00%   0.00%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 274,237    $315,631   $355,633   $401,727   $470,684 
Ratio of Expenses to Average Net Assets    0.30 %    0.09%   0.08%   0.13%   0.11%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.80 %    0.80%   0.80%   0.79%   0.79%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.50 )%    (0.71)%   (0.72)%   (0.66)%   (0.68)%

1 Rounds to zero. 

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

 

  46 Prospectus –  First American Money Market Funds
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Financial Highlights

 

U.S. Treasury Money Market Fund 

 

   Fiscal year ended August 31, 
   2016   2015   2014   2013   2012 
Per Share Data                         
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    —     —    0.0001   0.0001   — 
Distributions (from net investment income)    —     —    (0.000)1   (0.000)1   — 
Net Asset Value, End of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Total Return2    0.00 %    0.00%   0.00%   0.00%   0.00%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 90,779    $38,346   $46,589   $31,118   $17,741 
Ratio of Expenses to Average Net Assets    0.26 %    0.05%   0.05%   0.07%   0.05%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.84 %    0.84%   0.84%   0.84%   0.86%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.58 )%    (0.79)%   (0.79)%   (0.77)%   (0.81)%

1 Rounds to zero.

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

 

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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

 

 

 

Table of Contents

 

First American Funds

P.O. Box 1330

Minneapolis, MN 55440-1330

 

   

 

(FIRST AMERICAN FUNDS LOGO) 

 

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.

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520. 



 

PROMMA 10/16

 

SEC file number: 811-03313

 

 
 

Table of Contents

 

 

(COVER PAGE)

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class D Shares Fund Ticker Symbols Government Obligations Fund FGDXX  Treasury Obligations Fund FTDXX  U.S. Treasury Money Market Fund FODXX  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
Treasury Obligations Fund 4
U.S. Treasury Money Market Fund 7
Additional Summary Information 10
More about the Funds 11
Investment Objectives 11
Principal Investment Strategies 11
Other Investment Strategies 12
Principal Investment Risks 13
Description of Principal Investment Risks 14
Disclosure of Portfolio Holdings 15
Fund Management 16
Investment Advisor 16
Portfolio Managers 17

 

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

 

 

 

Table of Contents

 

Shareholder Information 18
Pricing of Fund Shares 18
Share Classes 19
12b-1 Fees 19
Shareholder Servicing Plan 19
Purchasing and Redeeming Fund Shares 19
Additional Information on Purchasing and Redeeming Fund Shares 21
Dividends and Distributions 22
Taxes 22
Additional Payments to Institutions 23
Staying Informed 23
Financial Highlights 24

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

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 D
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 0.15%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.15%
Total Annual Fund Operating Expenses 0.65%
Less Fee Waivers1 (0.05)%
Net Expenses1 0.60%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.60%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 D
1 year $  61
3 years $203
5 years $357
10 years $806

 

  1 Prospectus –  First American Money Market Funds
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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.

 

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.

 

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.

 

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.

 

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.

 

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Fund Summaries

 

Government Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Government Obligations Fund 1/21/95 0.01% 0.01% 1.10 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

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 1 0 of the prospectus.

 

  3 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund

 

Investment Objective

 

Treasury Obligations Fund’s objective is to seek maximum current income 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 D
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 0.15%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.14 %
Total Annual Fund Operating Expenses 0.64 %
Less Fee Waivers1 ( 0.04 )%
Net Expenses1 0.60%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.60%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 D
1 year $  61
3 years $ 201
5 years $ 353
10 years $ 795

 

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 Class D Shares

 

 

 

Table of Contents

 

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

 

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.

 

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.

 

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.

 

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.

 

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.

 

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 Class D Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Treasury Obligations Fund 10/4/93 0.00% 0.00% 1.00 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 1 0 of the prospectus.

 

  6 Prospectus –  First American Money Market Funds
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Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund

 

Investment Objective

 

U.S. Treasury Money Market Fund’s objective is to seek maximum current income 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 D
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 0.15%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.19%
Total Annual Fund Operating Expenses 0.69%
Less Fee Waivers1 (0.09)%
Net Expenses1 0.60%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.60%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 D
1 year $  61
3 years $212
5 years $375
10 years $850

 

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Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Principal Investment Strategies

 

U.S. Treasury Money Market Fund invests exclusively in direct obligations of the U.S. Treasury and other money market funds that invest exclusively in such 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

 

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.

 

Principal risks of investing in this fund include:

 

Additional Expenses — If the fund invests in other money market funds, 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.

 

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.

 

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.

 

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.

 

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 Class D Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
U.S. Treasury Money Market Fund 10/25/04 0.00% 0.00% 0.93 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 1 0 of the prospectus.

 

  9 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the funds on any business day by calling your financial intermediary . The funds reserve the right to reject any purchase order or to stop offering shares for sale at any time. You can redeem shares through your financial intermediary .

 

Tax Information

 

D ividends 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.

 

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 Class D Shares

 

 

 

Table of Contents

 

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 Each Fund

 

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 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.

 

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 Class D Shares

 

 

 

Table of Contents

 

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.

 

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 and other money market funds that invest exclusively in such 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.

 

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

 

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 Class D Shares

 

 

 

Table of Contents

 

More about the Funds

 

Other Investment Strategies continued

 

investment advisor reimburses the fund an amount equal to the fund’s proportionate share of the investment advisory fee paid by the other money market fund to the investment advisor. If the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

Government Obligations Fund

 

· Credit Risk
· Cybersecurity Risk
· Income Risk
· Interest Rate Risk
· Liquidity Risk
· Redemption Risk
· Regulatory Risk
· Repurchase Agreement Risk

 

Treasury Obligations Fund

 

· Credit Risk
· Cybersecurity Risk
· Income Risk
· Interest Rate Risk
· Liquidity Risk
· Redemption Risk
· Regulatory Risk
· Repurchase Agreement Risk

 

U.S. Treasury Money Market Fund

 

· Additional Expenses
· Credit Risk
· Cybersecurity Risk
· Income Risk
· Interest Rate Risk
· Liquidity Risk
· Redemption Risk
· Regulatory Risk

 

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Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks

 

Additional Expenses. If the fund invests in other money market funds, 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.

 

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, 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 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 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.

 

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.

 

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.

 

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 Class D Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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.

 

Disclosure of Portfolio Holdings

 

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

 

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Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 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 0.08%
Treasury Obligations Fund 0.06%
U.S. Treasury Money Market Fund 0.00%

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of each fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

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Table of Contents

 

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 0.005% of each fund’s average daily net assets.

 

Distribution Services. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, receives distribution and shareholder servicing fees for acting as the funds’ distributor.

 

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of 20% of each fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Shareholder Servicing Fees. Each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class D shares for providing or arranging for the provision of shareholder services to the holders of its Class D 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.

 

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Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The funds utilize the amortized cost method of valuation to transact at a $1.00 share price. The net asset value 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after 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.” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

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, a fund may also close trading early.

 

Your purchase or redemption price will be based on that day’s net asset value (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.”

 

  18 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Share Classes

 

The funds issue their shares in multiple classes. This prospectus offers Class D shares.

 

Class D shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity. Class D shares are offered at net asset value, with no front-end or contingent deferred sales charge, but with an annual distribution (12b-1) fee of 0.15% and an annual shareholder servicing fee of 0.25%.

 

12b-1 Fees

 

Each fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) that allows the fund to pay its distributor an annual fee for the distribution and sale of its shares and for services provided to shareholders. Each fund pays a Rule 12b-1 distribution fee equal to 0.15% of its Class D share average daily net assets.

 

Because these fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

The funds’ distributor uses the distribution fee to compensate financial intermediaries for providing distribution-related services to the funds. Financial intermediaries receive annual fees equal to 0.15% of each fund’s Class D average daily net assets attributable to shares sold through them. Financial intermediaries will continue to receive Rule 12b-1 distribution fees relating to your Class D shares for as long as you hold those shares.

 

The board of directors has approved the suspension or reduction of 12b-1 fee payments by each fund as needed in order to maintain a yield for the Class D shares of at least 0%. Any such suspension or reduction will result in a corresponding suspension or reduction of amounts paid by the fund’s distributor to financial intermediaries.

 

Shareholder Servicing Plan

 

Each fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class D shares. Under this plan and agreement, each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of average daily Class D share net assets for providing or arranging for the provision of shareholder services to the holders of Class D shares. No distribution-related services are provided under this plan and agreement.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

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

 

  19 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial 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.

 

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 a 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.

 

  20 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Calculating Net Asset Value

 

The funds generally calculate their NAV per share as of the time 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 close early (typically on the business day preceding a Federal holiday) (an “Early Close”). Purchase and redemption orders received after closing time, including an Early Close, will be processed the next business day. 

     
  Deadline for orders to be
received in order to receive
the current day’s NAV
Government Obligations Fund 3:30 p.m. Central time  
Treasury Obligations Fund 3:30 p.m. Central time  
U.S. Treasury Money Market Fund 12:00 p.m. Central time  

 

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the 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.

 

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 funds will have significant 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

 

  21 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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.

 

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. 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.

 

D ividends 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.”

 

  22 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Shareholder Information

 

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.

 

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.

 

  23 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class D shares of each fund. This information is intended to help you understand each 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 tables 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.

 

The information below 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.

 

  24 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Government Obligations Fund

 

   Fiscal year ended August 31, 
   2016   2015   2014   2013   2012 
Per Share Data                    
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1    0.0001   0.0001   0.0001   0.0001
Distributions (from net investment income)    (0.000 )1    (0.000)1   (0.000)1   (0.000)1   0.0001
Net Asset Value, End of Period  $ 1.00    $ 1 .00   $1.00   $1.00   $1.00 
Total Return2    0.01 %    0.01%   0.01%   0.02%   0.01%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 4,020,897    $4,185,832   $2,673,198   $2,821,593   $2,703,874 
Ratio of Expenses to Average Net Assets    0.31 %    0.11%   0.09%   0.14%   0.16%
Ratio of Net Investment Income to Average Net Assets    0.01 %    0.01%   0.01%   0.02%   0.01%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.65 %    0.66%   0.65%   0.65%   0.65%
Ratio of Net Investment Income (Loss) to Average Net Assets
(excluding waivers)
    (0.33 )%    (0.54)%   (0.55)%   (0.49)%   (0.48)%

 

1 Rounds to zero.
2 Total return would have been lower had certain expenses not been waived.

 

  25 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Treasury Obligations Fund

 

   Fiscal year ended August 31, 
   2016   2015   2014   2013   2012 
Per Share Data                    
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1    —    —    —    — 
Distributions (from net investment income)    (0.000 )1    —    —    —    — 
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    0.00 %    0.00%   0.00%   0.00%   0.00%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 1,970,955    $1,947,705   $1,557,573   $1,895,037   $2,110,985 
Ratio of Expenses to Average Net Assets    0.30 %    0.09%   0.08%   0.13%   0.12%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.64 %    0.65%   0.65%   0.64%   0.65%
Ratio of Net Investment Income (Loss) to Average Net Assets                         
(excluding waivers)    (0.34 )%    (0.56)%   (0.57)%   (0.51)%   (0.53)%

 

1Rounds to zero.
2Total return would have been lower had certain expenses not been waived.

 

  26 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

Financial Highlights

 

U.S. Treasury Money Market Fund

 

   Fiscal year ended August 31, 
   2016   2015   2014   2013   2012 
Per Share Data                    
Net Asset Value, Beginning of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Net Investment Income    —     —    0.0001   0.0001   — 
Distributions (from net investment income)    —     —    (0.000)1   (0.000)1   — 
Net Asset Value, End of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Total Return2    0.00 %    0.00%   0.00%   0.00%   0.00%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 94,275    $137,129   $236,624   $181,120   $196,910 
Ratio of Expenses to Average Net Assets    0.23 %    0.05%   0.05%   0.08%   0.06%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.69 %    0.69%   0.69%   0.70%   0.71%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.46 )%    (0.64)%   (0.64)%   (0.62)%   (0.65)%

 

1Rounds to zero.
2Total return would have been lower had certain expenses not been waived.

 

  27 Prospectus –  First American Money Market Funds
 Class D Shares

 

 

 

Table of Contents

 

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

 

 

 

Table of Contents

 

First American Funds 

P.O. Box 1330 

Minneapolis, MN 55440-1330

 

 

 

(FIRST AMERICAN FUNDS LOGO)

 

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.

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.


 

SEC file number: 811-03313 PROMMD 10/16


 
 

Table of Contents

 (Cover Page)

PROSPECTUS

First American Funds, Inc.October 14, 2016

Money Market Funds Class G Shares (formerly, Reserve Shares) 

Ticker Fund Symbols Treasury Obligations Fund STSXX

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 Summary   1
Treasury Obligations Fund   1
More about the Fund   5
Investment Objective   5
Principal Investment Strategies   5
Other Investment Strategies   6
Principal Investment Risks   6
Description of Principal Investment Risks   6
Disclosure of Portfolio Holdings   7
Fund Management   8
Investment Advisor   8
Portfolio Managers   9
Shareholder Information   10
Pricing of Fund Shares   10
Share Classes   11
12b-1 Fees   11

 

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

 

 

Table of Contents

 

Shareholder Servicing Plan   11
Purchasing and Redeeming Fund Shares   11
Additional Information on Purchasing and Redeeming Fund Shares   13
Dividends and Distributions   14
Taxes   14
Additional Payments to Institutions   14
Staying Informed   15
Financial Highlights   16

 

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 fund, nor shall any such shares be offered or sold to any person in any jurisdiction in which an offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.

 

The fund may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

Table of Contents

 

Fund Summary

 

Treasury Obligations Fund

 

Investment Objective

 

Treasury Obligations Fund’s objective is to seek maximum current income 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 G
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 0.50%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.1 4 %
Total Annual Fund Operating Expenses 0.99 %
Less Fee Waivers1 (0.0 5 )%
Net Expenses1 0.94%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.94%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 G
1 year $     96
3 years $   31 0
5 years $   54 2
10 years $1,2 08

 

  1 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

Table of Contents

 

Fund Summary

 

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

 

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.

 

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.

 

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.

 

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.

 

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.

 

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 Class G Shares

 

 

Table of Contents

 

Fund Summary

 

Treasury Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

 (BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Ten Years
Treasury Obligations Fund 8/31/05 0.00% 0.00% 0.90 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . The fund reserves the right to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

 

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 Class G Shares

 

 

Table of Contents

 

Fund Summary

 

Treasury Obligations Fund continued

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

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 Class G Shares

 

 

Table of Contents

 

More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

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 Class G Shares

 

 

Table of Contents

 

More about the Fund

 

Principal Investment Strategies continued

 

Treasury Obligations Fund

 

Under normal market conditions, the 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.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

·Credit Risk

·Cybersecurity Risk

·Income Risk

·Interest Rate Risk
·Liquidity Risk

·Redemption Risk

·Regulatory Risk

·Repurchase Agreement Risk


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, the fund may be subject to operational and informational security risks resulting from breaches in

 

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 Class G Shares

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

cybersecurity (“cyber-attacks”). A cyber-attack refers to both intentional and unintentional events that may cause the fund to lose proprietary information, suffer data corruption, or lose operational capacity. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to service the fund’s operations through “hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

 

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

 

Income Risk. The level of income you receive from the fund will be affected by movements in short-term interest rates. Because the fund invests primarily in U.S. Treasury obligations and repurchase agreements secured by those securities, the fund 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.

 

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.

 

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 fund’s operations, universe of potential investment options, and return potential.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

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 Class G Shares

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.06% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. The fund pays U.S. Bancorp Asset Management up to 0.15%, on an annual basis, of the average daily net assets attributable to Class G shares of the fund. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Distribution Services. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, receives distribution and shareholder servicing fees for acting as the fund’s distributor.

 

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 Class G Shares

 

 

Table of Contents

 

Fund Management

 

Investment Advisor continued

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Shareholder Servicing Fees. The fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class G shares for providing or arranging for the provision of shareholder services to the holders of its Class G shares.

 

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

 

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

 

Portfolio Managers

 

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

 

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 Class G Shares

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund utilizes the amortized cost method of valuation to transact at a $1.00 share price. 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

Redemption proceeds to be paid by wire will normally be paid to the domestic bank account designated in the current records of the 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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the transfer agent on the next business day, but in no event more than seven days, after 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 .” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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, the fund may also close trading early.

 

Your purchase or redemption price will be based on that day’s net asset value (NAV) per share if your order is received by the fund in proper form prior to the time the fund calculates its NAV. See “Additional Information on Purchasing and Redeeming Fund Shares — Calculating Net Asset Value” below. Contact your 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.”

 

Some financial intermediaries may charge a fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information. No such fee will be imposed if you purchase shares directly from the fund.

 

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 Class G Shares

 

 

Table of Contents

 

Shareholder Information

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class G shares (formerly, Reserve Shares) .

 

Class G shares are only available to certain accounts that have daily sweep arrangements with financial intermediaries . Class G shares are offered at net asset value, with no front-end or contingent deferred sales charge, but with an annual distribution fee of 0.50% and an annual shareholder servicing fee of 0.25%.

 

12b-1 Fees

 

The fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) that allows it to pay the fund’s distributor an annual distribution fee equal to 0.50% of the fund’s average daily net assets for the distribution and sale of its shares. The fund’s distributor uses the fee to pay commissions to institutions that sell fund shares.

 

Because these fees are paid out of the fund’s assets on an ongoing basis, over time these fees will increase the cost or your investment and may cost you more than paying other types of sales charges.

 

The fund’s distributor uses the distribution fee to compensate financial intermediaries for providing distribution-related services to the fund. These financial intermediaries receive annual fees equal to 0.50% of the fund’s average daily net assets attributable to shares sold through them. Your financial intermediary will continue to receive Rule 12b-1 distribution fees relating to your shares for as long as you hold those shares.

 

The board of directors has approved the suspension or reduction of 12b-1 fee payments by the fund as needed in order to maintain a yield for the Class G shares of at least 0%. Any such suspension or reduction will result in a corresponding suspension or reduction of amounts paid by the fund’s distributor to financial intermediaries .

 

Shareholder Servicing Plan

 

The fund has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class G shares. Under this plan and agreement, the fund pays U.S. Bancorp Asset Management, Inc. a shareholder servicing fee at an annual rate of 0.25% of average daily Class G share net assets for providing or arranging for the provision of shareholder services to the holders of Class G shares. No distribution-related services are provided under this plan and agreement.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

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 Class G Shares

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

You may purchase or redeem shares of the fund 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. ”

 

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

 

The 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.

 

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

 

Purchases In-Kind. Generally, all purchases will be in cash. However, the fund reserves the right to permit you to purchase shares through the exchange of other securities that you own if consistent with the fund’s investment objective, policies, and operations. The market value of any securities exchanged, plus any cash, must be at least $25 million. Please contact your financial intermediary or Investor Services at 800 677-3863.

 

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

 

  12 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Calculating Net Asset Value

 

The fund generally calculates its NAV per share as of 3:30 p.m. Central time on each business day that the fund is open, except that the NAV for the fund is generally calculated at 1:00 p.m. Central time on days on which the bond markets close early (typically on the business day preceding a Federal holiday) (an “Early Close”). Purchase and redemption orders received after closing time, including an Early Close, will be processed the next business day.

 

The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the fund 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. The fund’s net asset value is normally expected to be $1 per share.

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries

 

The fund has authorized one or more financial intermediaries to accept purchase and redemption orders on its 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 fund’s advisor, that have entered into agreements with the fund’s 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 the 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.

 

  13 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

Table of Contents

 

Shareholder Information

 

Dividends and Distributions

 

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

 

If the fund receives your wire transfer payment for fund shares by the time the fund determines its NAV, you will begin to accrue dividends on that day. If you redeem shares and your request is received by the time the fund determines its NAV, 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. 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 fund are discussed below. More information about taxes is provided in the SAI. However, because everyone’s tax situation is unique, always consult your tax professional about federal, state, and local tax consequences.

 

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

 

Additional Payments to Institutions

 

The advisor and/or the distributor may pay additional compensation to U.S. Bank and 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.

 

  14 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

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Shareholder Information

 

Additional Payments to Institutions continued

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

  15 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class G shares (formerly, Reserve Shares) of the fund. 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 tables 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.

 

The information below 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.

 

  16 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

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Financial Highlights

 

Treasury Obligations Fund

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.000 1   —     —     —     —  
Distributions (from net investment income)     (0.0001 )1   —     —     —     —  
Distributions (from net realized gains on investments)     (0.0001 )1   —     —     —     —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.00 %   0.00 %   0.00 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 109,329   $ 122,113   $ 130,962   $ 145,412   $ 178,247  
Ratio of Expenses to Average Net Assets     0.29 %   0.09 %   0.08 %   0.13 %   0.11 %
Ratio of Net Investment Income to Average Net Assets     0.00 %   0.00 %   0.00 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.99 %   1.00 %   1.00 %   0.99 %   1.00 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.70 )%   (0.91 )%   (0.92 )%   (0.86 )%   (0.89 )%

 

1Rounds to zero.

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

 

  17 Prospectus –  First American Money Market Funds
 Class G Shares

 

 

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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

 

 

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First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

 

 

(First American Funds Logo)

 

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.

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.


SEC file number: 811-03313 PROMMG 10/16

 

 
 

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(COVER PAGE)

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class T Shares Fund Ticker Symbols Retail Prime Obligations Fund FEIXX 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 Summary 1
Retail Prime Obligations Fund 1
More about the Fund 5
Investment Objective 5
Principal Investment Strategies 5
Other Investment Strategies 6
Principal Investment Risks 7
Description of Principal Investment Risks 7
Disclosure of Portfolio Holdings 9
Fund Management 10
Investment Advisor 10
Portfolio Managers 11
Shareholder Information 12
Shareholder Eligibility 12
Pricing of Fund Shares 12
Share Classes 13
Shareholder Servicing Plan 13
Determining Your Share Price 13

 

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

 

 

 

Table of Contents

 

Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 15
Dividends and Distributions 18
Taxes 18
Additional Payments to Institutions 18
Staying Informed 19
Financial Highlights 20

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

Fund Summary

 

Retail Prime Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

   
Shareholder Fees
(fees paid directly from your investment)
Class 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%
Miscellaneous1 0.1 5 %
Total Annual Fund Operating Expenses 0.4 5 %
Less Fee Waivers2 (0.0 5 )%
Net Expenses2 0.40%

 

1

Miscellaneous expenses are based on estimated amounts for the fund’s current fiscal year.

 

2The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.40%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 $1 39

 

  1 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

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Fund Summary

 

Retail Prime Obligations Fund continued

 

Principal Investment Strategies

 

Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;
·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
·non-convertible corporate debt securities;
·securities issued by the U.S. government or one of its agencies or instrumentalities;
·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
·loan participation interests; and
·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

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

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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

 

  2 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

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Fund Summary

 

Retail Prime Obligations Fund continued

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  3 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

Table of Contents

 

Fund Summary

 

Retail Prime Obligations Fund continued

 

Fund Performance

 

Because the fund has not completed a year of operations as of the date of this prospectus, there is no performance information to present for the fund.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Purchase and Sale of Fund Shares

 

Investments in the fund are limited to accounts beneficially owned by natural persons. You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . The fund reserves the right to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  4 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

Table of Contents

 

More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

Table of Contents

 

More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

·commercial paper;
·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
·non-convertible corporate debt securities;
·securities issued by the U.S. government or one of its agencies or instrumentalities;
·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
·loan participation interests; and
·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

Table of Contents

 

More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

·Banking Industry Risk
·Credit Risk
·Cybersecurity Risk
·Foreign Security Risk
·Income Risk
·Interest Rate Risk
·Liquidity Risk
·Municipal Security Risk
·Redemption Risk
·Regulatory Risk
·Repurchase Agreement Risk
·Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, 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.

 

  7 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both a fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate 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.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

  8 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

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 fund’s operations, universe of potential investment options, and return potential.

 

Repurchase Agreement Risk. I f the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

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 Class T Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

The fund pays the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement will appear in the fund’s annual report to shareholders for the fiscal year ending August 31, 2016.

 

Additional Compensation

 

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

 

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

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays a fee to U.S. Bank of 20% of its net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

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Table of Contents

 

Fund Management

 

Investment Advisor continued

 

Shareholder Servicing Fees. The 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 fund. Fund Services receives fees for transfer agency and dividend disbursing services on a per shareholder account basis, subject to a minimum fee per share class. In addition, the fund may reimburse Fund Services for any out-of-pocket expenses incurred in providing transfer agency services.

 

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

 

Portfolio Managers

 

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

 

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Table of Contents

 

Shareholder Information

 

Shareholder Eligibility

 

The 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 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 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 fund utilizes the amortized cost method of valuation to transact at a $1.00 share price. 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent or a financial intermediary that has been authorized to accept

 

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Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

orders on behalf of the fund, as described herein, by the deadline listed below under “Calculating Net Asset Value. ” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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, the fund may also close trading early.

 

Your purchase or redemption price will be based on that day’s NAV per share if your order is received by the fund in proper form prior to the time the fund calculates its NAV. See “Additional Information on Purchasing and Redeeming Fund Shares — Calculating Net Asset Value” below. Contact your 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 fund issues its shares in multiple classes. This prospectus offers Class T shares.

 

Class T shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity. 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

 

The 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, the 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.

 

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.

 

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Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

You may purchase or redeem shares of the Fund 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. ”

 

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

 

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

 

·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.

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares –Liquidity Fees and Redemption Gates, ” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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

 

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

 

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 Class T Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

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

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Calculating Net Asset Value

 

The fund generally calculates its NAV per share as of 3:30 p.m. Central time on each business day that the fund is open, except that the NAV for the fund is generally calculated at 1:00 p.m. Central time on days on which the bond markets close early (typically on the business day preceding a Federal holiday) (an “Early Close”). Purchase and redemption orders received after closing time, including an Early Close, will be processed the next business day.

 

The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the fund 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. The fund’s NAV is normally expected to be $1 per share.

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries

 

The fund has authorized one or more financial intermediaries to accept purchase and redemption orders on its 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 fund’s advisor, that have entered into agreements with the fund’s 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

 

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 Class T Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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 the 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.

 

Financial intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of the fund to natural persons and, upon request, provide satisfactory evidence that they have such policies, procedures and internal controls in place. In addition, a financial intermediary is required to involuntarily redeem its customers that do not satisfy the eligibility requirements as set forth above. The fund reserves the right to redeem shares in any account that it cannot confirm to its satisfaction is beneficially owned by natural persons, after providing advance notice.

 

Liquidity Fees and Redemption Gates

 

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 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.

 

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Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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. T he 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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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.

 

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 Class T Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Dividends and Distributions

 

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

 

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

 

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

 

Taxes

 

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

 

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

 

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 fund to you. These payments are not reflected in the fees and expenses listed in the “Fund Summary” section of the prospectus because they are not paid by the fund.

 

These payments are negotiated and may be based on such factors as the number or value of First American money market fund shares that the institution sells or may sell; the value of the assets invested in the First American money market funds by the institution’s customers; 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.

 

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Table of Contents

 

Shareholder Information

 

Additional Payments to Institutions continued

 

The advisor and/or distributor may make other payments or allow other promotional incentives to institutions to the extent permitted by SEC and FINRA rules and by other applicable laws and regulations. Certain institutions may also receive payments in recognition of sub-accounting or other services they provide to shareholders or plan participants who invest in the fund 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 fund, and any services your institution provides, as well as about fees and/or commissions your institution charges. You can also find more details about payments made by the advisor and/or the distributor in the fund’s SAI.

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

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 Class T Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The table that follows presents performance information about the Class T shares of Retail Prime Obligations Fund. This information is intended to help you understand the fund’s financial information for the past five years or, if shorter, the period of operations of the fund. 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.

 

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

 

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Table of Contents

 

Financial Highlights

 

Retail Prime Obligations Fund

 

 Fiscal year ended August 31,
   20161 
Per Share Data       
Net Asset Value, Beginning of Period  $ 1.00  
Net Investment Income    0.000 1
Distributions (from net investment income)    (0.000 )1
Net Asset Value, End of Period  $ 1.00  
Total Return    0.03 %
        
Ratios/Supplemental Data       
Net Assets, End of Period (000)  $ 7  
Ratio of Expenses to Average Net Assets    0.39 %
Ratio of Net Investment Income to Average Net Assets    0.23 %
Ratio of Expenses to Average Net Assets (excluding waivers)    0.45 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    0.17 %

 

1Commenced operations on July 18, 2016. All ratios for the period ended August 31, 2016 have been annualized, except total return.

 

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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

 

 

 

Table of Contents

 

First American Funds 

P.O. Box 1330 

Minneapolis, MN 55440-1330

 

 

 

 (FIRST AMERICAN FUNDS LOGO)

 

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

 

Additional information about the fund’s investments will be available in the fund’s annual and semi-annual reports to shareholders.

 

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

Information about the fund (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the fund are also available on the EDGAR Database on the SEC’s Internet site at www.sec.gov, or you can obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.


 

SEC file number: 811-03313 PROPRIMET 10 /16

 

 
 

Table of Contents

 

 

(Cover Page) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class V Shares (formerly, Institutional Investor Shares) Ticker Fund Symbols Government Obligations Fund FVIXX Retail Prime Obligations Fund FPUXX Retail Tax Free Obligations Fund (formerly, Tax Free Obligations Fund) FHIXX Treasury Obligations Fund FLIXX U.S. Treasury Money Market Fund FUIXX 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 Prime Obligations Fund 4
Retail Tax Free Obligations Fund 8
Treasury Obligations Fund 12
U.S. Treasury Money Market Fund 15
Additional Summary Information 18
More about the Funds 19
Investment Objectives 19
Principal Investment Strategies 19
Other Investment Strategies 22
Principal Investment Risks 23
Description of Principal Investment Risks 24
Disclosure of Portfolio Holdings 26
Fund Management 27
Investment Advisor 27
Portfolio Managers 28

 

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

 

 

 

Table of Contents

 

Shareholder Information 29
Shareholder Eligibility 29
Pricing of Fund Shares 29
Share Classes 30
Shareholder Servicing Plan 30
Purchasing and Redeeming Fund Shares 31
Additional Information on Purchasing and Redeeming Fund Shares 32
Dividends and Distributions 35
Taxes 35
Additional Payments to Institutions 36
Staying Informed 36
Financial Highlights 37

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

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 V
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 0.10%
Miscellaneous 0.1 4 %
Total Annual Fund Operating Expenses 0.3 4 %
Less Fee Waivers1 (0.0 4 )%
Net Expenses1 0.30%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.30%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 V
1 year $  31
3 years $10 5
5 years $1 87
10 years $4 2 7

 

  1 Prospectus – First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

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.

 

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.

 

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.

 

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.

 

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.

 

  2 Prospectus – First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Government Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception Since    
AS OF 12/31/15 Date One Year Five Years Inception
Government Obligations Fund 3/31/06 0.01% 0.01% 1.13 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.07 %.

 

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 18 of the prospectus.

 

  3 Prospectus – First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees    
(fees paid directly from your investment) Class V  
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 0.10 %
Miscellaneous1 0. 22 %
Total Annual Fund Operating Expenses 0. 42 %
Less Fee Waivers2 (0. 12 )%
Net Expenses2 0.30 %

 

1Miscellaneous expenses are based on estimated amounts for the fund’s current fiscal year.

2The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.30%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 V  
1 year $  31  
3 years $1 23  

 

  4 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Principal Investment Strategies

 

Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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

 

  5 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  6 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Fund Performance

 

Because the fund has not yet completed a year of operations as of the date of this prospectus, there is no performance information to present for the fund.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  7 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund

 

(formerly, 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 V  
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 0.10 %  
Miscellaneous 0.2 1 %  
Total Annual Fund Operating Expenses 0.4 1 %  
Less Fee Waivers1 (0.1 1 )%  
Net Expenses1 0.30 %  

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.30%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 V  
1 year $  31  
3 years $1 21  
5 years $21 9  
10 years $ 50 7  

 

  8 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

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, which are floating rate instruments with a one- or seven-day put option that 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.

 

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.

 

  9 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

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.

 

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

 

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

 

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

 

Regulatory Risk — 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) Risk — Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option.

 

  10 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS   Inception           Since  
AS OF 12/31/15   Date   One Year   Five Years   Inception  
Retail Tax Free Obligations Fund   3/31/06   0.00%   0.00%   0.79 %  

 

1Total return for the period 1/1/16 through 9/30/16 was 0.08 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  11 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund

 

Investment Objective

 

Treasury Obligations Fund’s objective is to seek maximum current income 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 V  
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 0.10%  
Miscellaneous 0.15%  
Total Annual Fund Operating Expenses 0.35%  
Less Fee Waivers1 (0.05)%  
Net Expenses1 0.30%  

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.30%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 V  
1 year $  31  
3 years $107  
5 years $191  
10 years $438  

 

  12 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

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

 

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.

 

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.

 

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.

 

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.

 

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.

 

  13 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS   Inception           Since  
AS OF 12/31/15   Date   One Year   Five Years   Inception  
Treasury Obligations Fund   3/31/06   0.00%   0.00%   1.02 %  

 

1Total return for the period 1/1/16 through 9/30/16 was 0.05 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  14 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund

 

Investment Objective

 

U.S. Treasury Money Market Fund’s objective is to seek maximum current income 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 V    
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 0.10%    
Miscellaneous 0.19%    
Total Annual Fund Operating Expenses 0.39%    
Less Fee Waivers1 (0.09)%  
Net Expenses1 0.30%  

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.30%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 V  
1 year $  31  
3 years $116  
5 years $210  
10 years $484  

 

  15 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Principal Investment Strategies

 

U.S. Treasury Money Market Fund invests exclusively in direct obligations of the U.S. Treasury and other money market funds that invest exclusively in such 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

 

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.

 

Principal risks of investing in this fund include:

 

Additional Expenses — If the fund invests in other money market funds, 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.

 

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.

 

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.

 

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.

 

  16 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception     Since
AS OF 12/31/15 Date One Year Five Years Inception
U.S. Treasury Money Market Fund 3/31/06 0.00% 0.00% 0.95 %

 

1

Total return for the period 1/1/16 through 9/30/16 was 0.01 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  17 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the funds on any business day by calling your financial intermediary . The funds reserve the right to reject any purchase order or to stop offering shares for sale at any time. Investments in Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are limited to accounts beneficially owned by natural persons.

 

Tax Information

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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.

 

Retail Tax Free Obligations Fund intends to pay interest that is exempt from federal income tax, including the federal alternative minimum tax, although a portion of the fund’s distributions may not be tax-exempt.

 

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.

 

  18 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

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 Each Fund

 

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 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.

 

  19 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

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 Prime Obligations Fund

 

Retail Prime Obligations Fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

  20 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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, which are floating rate instruments with a one- or seven-day put option that 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 mimum tax . This policy may not be changed without shareholder approval.

 

  21 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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 and other money market funds that invest exclusively in such 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.

 

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 the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

  22 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Risks

 

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
         
Retail Prime Obligations Fund      
       
· Banking Industry Risk   · Liquidity Risk
· Credit Risk   · Municipal Security Risk
· Cybersecurity Risk   · Redemption Risk
· Foreign Security Risk   · Regulatory Risk
· Income Risk   · Repurchase Agreement Risk
· Interest Rate Risk   · Variable Rate Demand Note (VRDN) Risk
         
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(VDRN) Risk
         
Treasury Obligations Fund      
       
· Credit Risk   · Liquidity Risk
· Cybersecurity Risk   · Redemption Risk
· Income Risk   · Regulatory Risk
· Interest Rate Risk   · Repurchase Agreement Risk
         
U.S. Treasury Money Market Fund      
       
· Additional Expenses   · Interest Rate Risk
· Credit Risk   · Liquidity Risk
· Cybersecurity Risk   · Redemption Risk
· Income Risk   · Regulatory Risk

 

  23 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks

 

Additional Expenses. If the fund invests in other money market funds, 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.

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of Retail Prime Obligations Fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, 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.

 

Foreign Security Risk. The foreign securities in which Retail Prime Obligations Fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the

 

  24 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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, additionally for Retail Prime Obligations Fund and Retail Tax Free Obligations Fund , because a liquidity provider defaults on its obligation to purchase the security when properly tendered by the fund.

 

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

 

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

 

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.

 

For Retail Prime Obligations Fund, if the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

  25 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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) Risk. Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option. While the fund invests only in VRDNs of high quality issuers, or which are supported by high quality financial institutions, it is still possible that an issuer or financial institution could default on its obligations.

 

Disclosure of Portfolio Holdings

 

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

 

  26 Prospectus –  First American Money Market Funds
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Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 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 0.08%
Retail Prime Obligations Fund 0.10%
Retail Tax Free Obligations Fund 0.02%
Treasury Obligations Fund 0.06%
U.S. Treasury Money Market Fund 0.00%

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of each fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

  27 Prospectus –  First American Money Market Funds
Class V Shares

 

 

 

Table of Contents

 

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 0.005% of each fund’s average daily net assets.

 

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of 20% of each fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Shareholder Servicing Fees. Each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.10% of its average daily net assets attributable to Class V shares for providing or arranging for the provision of shareholder services to the holders of its Class V 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.

 

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Table of Contents

 

Shareholder Information

 

Shareholder Eligibility

 

Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are “retail” money market funds as defined under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) . As retail money market funds, shareholders must be “natural persons.” Natural persons are permitted to invest in the Retail Prime Obligations Fund and 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 Prime Obligations Fund or 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. 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days o f receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent or a financial intermediary that has been authorized to accept

 

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Class V Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

orders on behalf of the fund, as described herein, by the deadline listed below under “Calculating Net Asset Value. ” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

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, 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.”

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The funds issue their shares in multiple classes. This prospectus offers Class V shares (formerly, Institutional Investor Shares) .

 

Class V shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity, and through certain investment portals. For U.S. Bank Personal Trust clients, you can become a shareholder by making a minimum initial investment of at least $3 million, which may be waived if you have at least $25 million in household assets under management. The funds reserve the right to waive or lower purchase minimums under certain other circumstances. Class V shares are offered at NAV , with no front-end or contingent deferred sales charge, but with an annual shareholder servicing fee of 0.10%.

 

Shareholder Servicing Plan

 

Each fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class V shares. Under this plan and agreement, each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.10% of average daily Class V share net assets for providing or arranging for the provision of shareholder services to the holders of Class V shares. No distribution-related services are provided under this plan and agreement.

 

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Class V Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

You may purchase or redeem shares 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. ”

 

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.

 

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 a 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.

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates, ” with respect to Retail Prime Obligations Fund and Retail Tax Free Obligations Fund, each fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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 .

 

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Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

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

 

  Deadline for orders to be
  received in order to receive
  the current day’s NAV
Government Obligations Fund 3:30 p.m. Central time
Retail Prime Obligations Fund 3:30 p.m. Central time
Retail Tax Free Obligations Fund 11:30 a.m. Central time
Treasury Obligations Fund 3:30 p.m. Central time
U.S. Treasury Money Market Fund 12:00 p.m. Central time

 

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the 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 NAV is normally expected to be $1 per share.

 

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 funds will have significant 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.

 

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Class V Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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.

 

Financial intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of Retail Prime Obligations Fund and Retail Tax Free Obligations Fund to natural persons and, upon request, provide satisfactory evidence that they have such policies, procedures and internal controls in place. In addition, a financial intermediary is required to involuntarily redeem its customers that do not satisfy the eligibility requirements as set forth above. The funds reserve the right to redeem shares in any account that they cannot confirm to their satisfaction is beneficially owned by natural persons, after providing advance notice.

 

Liquidity Fees and Redemption Gates

 

With respect to Retail Prime Obligations Fund and 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 a 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 as 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 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.

 

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Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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 a 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. T he 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.

 

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.

 

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Table of Contents

 

Shareholder Information

 

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. Cash distributions will be paid on or about the first business day of each month. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in fund shares at the current NAV.

 

Some of the tax consequences of investing in the 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.

 

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.

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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 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.

 

Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method ” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period in the shares sold exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you will determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss will be treated as short-term capital gain or loss.

 

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Table of Contents

 

Shareholder Information

 

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.

 

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.

 

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Class V Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class V shares (formerly, Institutional Investor Shares) of each fund. This information is intended to help you understand each fund’s financial performance for the past five years or, if shorter, the period of operations for the fund. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables 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.

 

The information below 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.

 

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Financial Highlights
 
Government Obligations Fund

 

Fiscal year ended August 31,
2016 2015 2014 2013 2012
Per Share Data
Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.001 0.000 1 0.000 1 0.000 1 0.000 1
Distributions (from net investment income) (0.001 ) (0.000 )1 (0.000 )1 (0.000 )1 0.000 1
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return2 0.06 % 0.01 % 0.01 % 0.02 % 0.01 %
                                 
Ratios/Supplemental Data
Net Assets, End of Period (000) $ 1,202,026 $ 1,517,038 $ 1,655,967 $ 1,616,619 $ 1,180,183
Ratio of Expenses to Average Net Assets 0.25 % 0.11 % 0.09 % 0.14 % 0.15 %
Ratio of Net Investment Income to Average Net Assets 0.05 % 0.01 % 0.01 % 0.02 % 0.01 %
Ratio of Expenses to Average Net Assets (excluding waivers) 0.34 % 0.35 % 0.35 % 0.34 % 0.34 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers) (0.04 )% (0.23 )% (0.25 )% (0.18 )% (0.18 )%

 

1 Rounds to zero.

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

 

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First American Money Market Funds
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Table of Contents

 

Financial Highlights
 
Retail Prime Obligations Fund

 

Fiscal year ended August 31,
20161
Per Share Data
Net Asset Value, Beginning of Period $ 1.00
Net Investment Income 0.000 1
Distributions (from net investment income) (0.000 )1
Net Asset Value, End of Period $ 1.00
Total Return 0.04 %
                                 
Ratios/Supplemental Data
Net Assets, End of Period (000) $ 10
Ratio of Expenses to Average Net Assets 0.30 %
Ratio of Net Investment Income to Average Net Assets 0.33 %
Ratio of Expenses to Average Net Assets (excluding waivers) 0.42 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers) 0.21 %

 

1Commenced operations on July 18, 2016. All ratios for the period ended August 31, 2016 have been annualized, except total return.

 

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First American Money Market Funds
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Financial Highlights
 
Retail Tax Free Obligations Fund

 

Fiscal year ended August 31,
2016 2015 2014 2013 2012
Per Share Data
Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.001 — — — 0.000 1
Distributions (from net investment income) (0.001 ) — — — (0.000 )1
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return2 0.05 % 0.00 % 0.00 % 0.00 % 0.00 %
                                 
Ratios/Supplemental Data
Net Assets, End of Period (000) $ 1,702 $ 9,204 $ 5,590 $ 5,986 $ 25,419
Ratio of Expenses to Average Net Assets 0.14 % 0.06 % 0.08 % 0.14 % 0.14 %
Ratio of Net Investment Income to Average Net Assets 0.03 % 0.00 % 0.00 % 0.00 % 0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers) 0.41 % 0.40 % 0.39 % 0.39 % 0.40 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers) (0.24 )% (0.34 )% (0.31 )% (0.25 )% (0.26 )%

 

1Rounds to zero.

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

 

  40 Prospectus –

First American Money Market Funds
Class V Shares

 

 

Table of Contents

 

Financial Highlights
 
Treasury Obligations Fund

 

Fiscal year ended August 31,
2016 2015 2014 2013 2012
Per Share Data
Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.001 — — — —
Distributions (from net investment income) (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 0.05 % 0.00 % 0.00 % 0.00 % 0.00 %
                                 
Ratios/Supplemental Data
Net Assets, End of Period (000) $ 556,817 $ 1,126,241 $ 585,522 $ 610,495 $ 612,335
Ratio of Expenses to Average Net Assets 0.24 % 0.09 % 0.08 % 0.13 % 0.12 %
Ratio of Net Investment Income to Average Net Assets 0.04 % 0.00 % 0.00 % 0.00 % 0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers) 0.35 % 0.35 % 0.35 % 0.35 % 0.35 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers) (0.07 )% (0.26 )% (0.27 )% (0.22 )% (0.23 )%

 

1Rounds to zero.

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

 

  41 Prospectus –

First American Money Market Funds
Class V Shares

 

 

Table of Contents

 

Financial Highlights
 
U.S. Treasury Money Market Fund

 

Fiscal year ended August 31,
2016 2015 2014 2013 2012
Per Share Data  
Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.000 1 — 0.000 1 0.000 1 —
Distributions (from net investment income) (0.000 )1   —     (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2 0.01 % 0.00 % 0.00 % 0.00 % 0.00 %
                                 
Ratios/Supplemental Data
Net Assets, End of Period (000) $ 32,435 $ 82,900 $ 89,260 $ 36,993 $ 18,603
Ratio of Expenses to Average Net Assets 0.21 % 0.05 % 0.05 % 0.07 % 0.05 %
Ratio of Net Investment Income to Average Net Assets 0.01 % 0.00 % 0.00 % 0.00 % 0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers) 0.39 % 0.39 % 0.38 % 0.39 % 0.40 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers) (0.17 )% (0.34 )% (0.33 )% (0.32 )% (0.35 )%

 

1Rounds to zero.

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

 

  42 Prospectus –

First American Money Market Funds
Class V Shares

 

 

Table of Contents

 

(This page intentionally left blank.)

 

 

Table of Contents

 

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

 

 

Table of Contents

 

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

 

(First American Funds logo)

 

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.

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.



SEC file number: 811-03313 PROMMV  10/16

 

 

 
 

Table of Contents

 

(COVER PAGE) 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class X Shares Fund Ticker Symbols  Government Obligations Fund FGXXX  Retail Prime Obligations Fund FXRXX  Treasury Obligations Fund FXFXX   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 Prime Obligations Fund   4
Treasury Obligations Fund   8
Additional Summary Information   11
More about the Funds   12
Investment Objectives   12
Principal Investment Strategies   12
Other Investment Strategies   14
Principal Investment Risks   15
Description of Principal Investment Risks   15
Disclosure of Portfolio Holdings   17
Fund Management   18
Investment Advisor   18
Portfolio Managers   19

 

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

 

 

 

Table of Contents

  

Shareholder Information   20
Shareholder Eligibility   20
Pricing of Fund Shares   20
Share Classes   21
Purchasing and Redeeming Fund Shares   21
Additional Information on Purchasing and Redeeming Fund Shares   23
Dividends and Distributions   25
Taxes   26
Additional Payments to Institutions   26
Staying Informed   27
Financial Highlights   28

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

  

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 X  
Maximum Sales Charge (Load)  None  
Maximum Deferred Sales Charge (Load)  None  
Annual Fund Operating Expenses   
(expenses that you pay each year as a percentage of the value of your investment)   
Management Fees  0.10%  
Distribution and/or Service (12b-1) Fees  None  
Other Expenses  0.1 4 %  
Total Annual Fund Operating Expenses  0.2 4 %  
Less Fee Waivers1  (0.1 0 )%  
Net Expenses1  0.14%  

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.14%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 X  
 1 year   $  14 
 3 years   $  6 7  
 5 years   $1 25  
 10 years   $ 296  

 

  1 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

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.

 

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.

 

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.

 

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.

 

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.

 

  2 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Government Obligations Fund continued

 

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. Performance information for Class X shares will be provided after such shares have one full calendar year of performance.

 

(BAR CHART) 

                 
  AVERAGE ANNUAL TOTAL RETURNS  Inception             
  AS OF 12/31/15  Date    One Year  Five Years  Ten Years  
  Government Obligations Fund – Class A   9/24/01    0.01%   0.01%   1.05%  

 

Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

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 11 of the prospectus.

 

  3 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees       
(fees paid directly from your investment)   Class X  
Maximum Sales Charge (Load)   None  
Maximum Deferred Sales Charge (Load)   None  
Annual Fund Operating Expenses       
(expenses that you pay each year as a percentage of the value of your investment)       
Management Fees   0.10%  
Distribution and/or Service (12b-1) Fees   None  
Other Expenses1   0.1 9 %  
Total Annual Fund Operating Expenses   0.2 9 %  
Less Fee Waivers2   (0.1 5 )%  
Net Expenses2   0.14%  

 

1Other expenses are based on estimated amounts for the fund’s current fiscal year.

 

2The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.14%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 X  
1 year $14  
3 years $7 8  

 

  4 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Principal Investment Strategies

 

Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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

  

  5 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Fund Performance

 

Because the fund has not yet completed a year of operations as of the date of this prospectus, there is no performance information to present for the fund.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 11 of the prospectus.

 

  7 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees       
(fees paid directly from your investment)   Class X    
Maximum Sales Charge (Load)   None    
Maximum Deferred Sales Charge (Load)   None    
Annual Fund Operating Expenses       
(expenses that you pay each year as a percentage of the value of your investment)       
Management Fees   0.10%  
Distribution and/or Service (12b-1) Fees   None    
Other Expenses   0.15%  
Total Annual Fund Operating Expenses   0.25%  
Less Fee Waivers1   (0.11)%  
Net Expenses1   0.14%  
        
1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.14%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 X  
  1 year  $  14  
  3 years  $  69  
  5 years  $130  
  10 years  $307  

 

  8 Prospectus – First American Money Market Funds
Class X Shares

 

 

 

Table of Contents

 

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

 

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.

 

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.

 

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.

 

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.

 

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.


  9 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund continued

 

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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated. Performance of Class X shares will be provided after such shares have one full calendar year of performance.

 

(BAR CHART) 

                 
  AVERAGE ANNUAL TOTAL RETURNS  Inception           
  AS OF 12/31/15  Date  One Year  Five Years  Ten Years  
  Treasury Obligations Fund – Class A  9/24/01  0.00%  0.00%  0.95%  

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 11 of the prospectus.

 

  10 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the funds on any business day by calling your financial intermediary . You can become a shareholder in a fund by making a minimum initial investment of at least $ 50 million. The funds reserve the right to waive or lower purchase minimums and to reject any purchase order or to stop offering shares for sale at any time. Investments in Retail Prime Obligations Fund are limited to accounts beneficially owned by natural persons.

 

Tax Information

 

Any 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.

 

  11 Prospectus –  First American Money Market Funds
 Class X Shares

  

 

 

Table of Contents

 

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 Each Fund

 

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 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.

 

  12 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

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 Prime Obligations Fund

 

Retail Prime Obligations Fund pursues its objective by investing in high-quality short-term debt obligations, including:

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

  13 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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.

 

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.

 

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 the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

  14 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Risks

 

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
   
Retail Prime Obligations Fund  
·     Banking Industry Risk ·     Liquidity Risk
·     Credit Risk ·     Municipal Security Risk
·     Cybersecurity Risk ·     Redemption Risk
·     Foreign Security Risk ·     Regulatory Risk
·     Income Risk ·     Repurchase Agreement Risk
·     Interest Rate Risk ·     Variable Rate Demand Note (VRDN) Risk
   
Treasury Obligations Fund  
·     Credit Risk ·     Liquidity Risk
·     Cybersecurity Risk ·     Redemption Risk
·     Income Risk ·     Regulatory Risk
·     Interest Rate Risk ·     Repurchase Agreement Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of Retail Prime Obligations Fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, 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.

 

  15 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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.

 

Foreign Security Risk. The foreign securities in which Retail Prime Obligations Fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

Income Risk. The level of income you receive from the fund will be affected by movements in short-term interest rates. Because Government Obligations Fund and Treasury Obligations Fund invest solely in, respectively, U.S. government securities and U.S. Treasury obligations, and 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.

 

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, additionally for Retail Prime Obligations Fund, because a liquidity provider defaults on its obligation to purchase the security when properly tendered by the fund.

 

Municipal Security Risk. The value of municipal securities owned by Retail Prime 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.

 

  16 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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.

 

For Retail Prime Obligations Fund, if the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

  17 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 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 0.08%
Retail Prime Obligations Fund 0.10%
Treasury Obligations Fund 0.06%

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of each fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

U.S. Bancorp Asset Management, U.S. Bank National Association (U.S. Bank) and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the First American funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the 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 X shares of all First American money market funds. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the funds may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to each fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of each fund’s average daily net assets.

 

  18 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Fund Management

 

Investment Advisor continued

 

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of 20% of each fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Transfer Agency Services. Fund Services provides transfer agency and dividend disbursing services, as well as certain shareholder services, to the 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.

 

  19 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Shareholder Eligibility

 

Retail Prime 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 Prime 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 Prime 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. 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, 6:00 p.m. Eastern 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 not earn dividends on the day the purchase order is received. 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after 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

 

  20 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

“Calculating Net Asset Value. ” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

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, 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.”

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your investment professional or financial intermediary for more information.

 

Share Classes

 

The funds issue their shares in multiple classes. This prospectus offers Class X shares.

 

Class X shares of each fund are available for a minimum initial investment of at least $ 50 million . The funds reserve the right to waive or lower purchase minimums . Class X shares are offered at NAV , with no front-end or contingent deferred sales charge and no distribution (12b-1) or shareholder servicing fee.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. You may purchase or redeem shares by calling your financial institution.

 

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. ”

 

  21 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial 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.

 

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 a 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.

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares –Liquidity Fees and Redemption Gates, ” with respect to Retail Prime Obligations Fund, the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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 or Investor Services at 800 677-3863.

 

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.

 

  22 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Calculating Net Asset Value

 

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

 

  Deadline for orders to be received in order to receive the current day’s NAV
Government Obligations Fund 3:30 p.m. Central time
Retail Prime Obligations Fund 3:30 p.m. Central time
Treasury Obligations Fund 3:30 p.m. Central time

 

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the 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 NAV is normally expected to be $1 per share.

 

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 funds will have significant 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

 

  23 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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.

 

Financial intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of the Retail Prime Obligations Fund to natural persons and, upon request, provide satisfactory evidence that they have such policies, procedures and internal controls in place. In addition, a financial intermediary is required to involuntarily redeem its customers that do not satisfy the eligibility requirements as set forth above. The fund reserves the right to redeem shares in any account that it cannot confirm to its satisfaction is beneficially owned by natural persons, after providing advance notice.

 

Liquidity Fees and Redemption Gates

 

With respect to Retail Prime 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 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.

 

  24 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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. T he 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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and Retail Prime Obligations 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.

 

  25 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

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Shareholder Information

 

Dividends and Distributions continued

 

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. Cash distributions will be paid on or about the first business day of each month. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in fund shares at the current NAV.

 

Some of the tax consequences of investing in the 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.

 

Taxes

 

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.”

 

Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method ” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period in the shares sold exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you will determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss will be treated as short-term capital gain or loss.

 

Additional Payments to Institutions

 

The advisor and/or the distributor may pay additional compensation to investment professionals, participating institutions and “one-stop ” mutual fund networks (each an “institution ” and, collectively, “institutions ” ) out of their own resources in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed on behalf of the institution’s customers. The amounts of these payments may be significant, and may create an incentive for the institution or its employees or associated persons to recommend or sell shares of the 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; reimbursement of ticket or operational charges (fees that an institution charges its representatives for effecting transactions in fund shares); lump sum payment for services provided; the type and nature of services or support furnished by the institution; and/or other measures as determined from time to time by the advisor and/or distributor.

 

  26 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

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Shareholder Information

 

Additional Payments to Institutions continued

 

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 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.

 

  27 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class X shares of each fund (other than Retail Prime Obligations Fund, for which Class X shares were not offered during the most recent fiscal year) and Class A shares of each fund. Class A shares are offered through another prospectus. Class X shares and Class A shares of each fund are invested in the same portfolio of securities; however, Class X shares are expected to have lower operating expenses than Class A shares. This information is intended to help you understand each fund’s financial performance for the past five years or, if shorter, the period of operations for the fund. 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.

 

  28 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

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Financial Highlights

 

Government Obligations Fund

 

 Fiscal year ended August 31,
Class X Shares   20161  
Per Share Data     
Net Asset Value, Beginning of Period  $ 1.00  
Net Investment Income    0.001  
Distributions (from net investment income)    (0.001 )
Net Asset Value, End of Period  $ 1.00  
Total Return    0.11 %
      
Ratios/Supplemental Data     
Net Assets, End of Period (000)  $ 678,224  
Ratio of Expenses to Average Net Assets    0.14 %
Ratio of Net Investment Income to Average Net Assets    0.28 %
Ratio of Expenses to Average Net Assets (excluding waivers)    0.24 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    0.18 %

 

1Commenced operations on April 5, 2016. All ratios for the period ended August 31, 2016 have been annualized, except total return.

 

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Financial Highlights

 

Government Obligations Fund

 

   Fiscal year ended August 31,  
Class A Shares   2016    2015    2014    2013    2012  
Per Share Data                     
Net Asset Value, Beginning of Period   $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00  
Net Investment Income     0.000 1     0.000 1     0.000 1     0.000 1     0.000 1
Distributions (from net investment income)     (0.000 )1     (0.000 )1     (0.000 )1     (0.000 )1     0.000 1
Net Asset Value, End of Period   $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00  
Total Return2     0.01 %     0.01 %     0.01 %     0.02 %     0.01 %
                          
Ratios/Supplemental Data                          
Net Assets, End of Period (000)   $ 199,472    $ 315,649    $ 258,329    $ 245,783    $ 247,540  
Ratio of Expenses to Average Net Assets     0.29 %     0.11 %     0.09 %     0.14 %     0.15 %
Ratio of Net Investment Income to Average Net Assets     0.01 %     0.01 %     0.01 %     0.02 %     0.01 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.80 %     0.80 %     0.80 %     0.80 %     0.79 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.50 )%     (0.68 )%     (0.70 )%     (0.64 )%     (0.63 )%

 

1 Rounds to zero.
2 Total return would have been lower had certain expenses not been waived.

 

  30 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

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Financial Highlights

 

Retail Prime Obligations Fund

 

  Fiscal year ended August 31,
Class A Shares   2016  
Per Share Data      
Net Asset Value, Beginning of Period   $ 1.00  
Net Investment Income     (0.000 )1
Distributions (from net investment income)     (0.000 )1
Net Asset Value, End of Period   $ 1.00  
Total Return2     0.00 %
      
Ratios/Supplemental Data      
Net Assets, End of Period (000)   $ 831,019  
Ratio of Expenses to Average Net Assets     0.60 %
Ratio of Net Investment Income to Average Net Assets     0.02 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.84 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.22 )%

 

1 Rounds to zero.
2 Total return would have been lower had certain expenses not been waived.

  

  31 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Treasury Obligations Fund

 

  Fiscal year ended August 31,
Class X Shares   20161  
Per Share Data      
Net Asset Value, Beginning of Period   $ 1.00  
Net Investment Income     0.001  
Distributions (from net investment income)     (0.001 )
Net Asset Value, End of Period   $ 1.00  
Total Return     0.10 %
      
Ratios/Supplemental Data      
Net Assets, End of Period (000)   $ 67,258  
Ratio of Expenses to Average Net Assets     0.14 %
Ratio of Net Investment Income to Average Net Assets     0.26 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.25 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     0.15 %

 

1 Commenced operations on April 5, 2016. All ratios for the period ended August 31, 2016 have been annualized, except total return.

 

  32 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Treasury Obligations Fund

 

   Fiscal year ended August 31,  
Class A Shares   2016    2015    2014    2013    2012  
Per Share Data                     
Net Asset Value, Beginning of Period   $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00  
Net Investment Income     0.000 1     —      —      —      —  
Distributions (from net investment income)     (0.000 )1     —      —      —      —  
Distribution (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     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %
                          
Ratios/Supplemental Data                          
Net Assets, End of Period (000)   $ 274,237    $ 315,631    $ 355,633    $ 401,727    $ 470,684  
Ratio of Expenses to Average Net Assets     0.30 %     0.09 %     0.08 %     0.13 %     0.11 %
Ratio of Net Investment Income to Average Net Assets     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.80 %     0.80 %     0.80 %     0.79 %     0.79 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.50 )%     (0.71 )%     (0.72 )%     (0.66 )%     (0.68 )%

 

1 Rounds to zero.

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

 

  33 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

 

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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

 

 

 

Table of Contents

 

First American Funds 

P.O. Box 1330 

Minneapolis, MN 55440-1330

 

 

(FIRST AMERICAN FUNDS LOGO) 

 

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.

 

 

 

 

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or; by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

 

SEC file number: 811-03313 PROMMX 10/16

 

 

 
 

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(FRONT COVER) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class Y Shares Fund Ticker Symbols Government Obligations Fund FGVXX  Retail Prime Obligations Fund FYRXX  Retail Tax Free Obligations Fund (formerly, Tax Free Obligations Fund) FFCXX  Treasury Obligations Fund FOCXX  U.S. Treasury Money Market Fund FOYXX

 

 

Table of

 

Contents 

   
Fund Summaries 1
Government Obligations Fund 1
Retail Prime Obligations Fund 4
Retail Tax Free Obligations Fund 8
Treasury Obligations Fund 12
U.S. Treasury Money Market Fund 15
Additional Summary Information 18
More about the Funds 19
Investment Objectives 19
Principal Investment Strategies 19
Other Investment Strategies 22
Principal Investment Risks 23
Description of Principal Investment Risks 24
Disclosure of Portfolio Holdings 26
Fund Management 27
Investment Advisor 27
Portfolio Managers 28

 

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

 

 

Table of Contents

 

Shareholder Information 29
Shareholder Eligibility 29
Pricing of Fund Shares 29
Share Classes 30
Shareholder Servicing Plan 30
Purchasing and Redeeming Fund Shares 30
Additional Information on Purchasing and Redeeming Fund Shares 32
Dividends and Distributions 34
Taxes 35
Additional Payments to Institutions 35
Staying Informed 36
Financial Highlights 37

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

Table of Contents

 

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 Y
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 0.25%
Miscellaneous 0.1 4 %
Total Annual Fund Operating Expenses 0. 49 %
Less Fee Waivers1 (0.0 4 )%
Net Expenses1 0.45%

 

1 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.45%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Y
1 year $  46
3 years $15 3
5 years $27 0
10 years $6 12

 

  1 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

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.

 

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.

 

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.

 

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.

 

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.

 

  2 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Government Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

 (BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Government Obligations Fund 3/1/90 0.01% 0.01% 1.15 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

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 18 of the prospectus.

 

  3 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees  
(fees paid directly from your investment) Class Y
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 0.25%
Miscellaneous1 0.19%
Total Annual Fund Operating Expenses 0.54%
Less Fee Waivers2 (0.09)%
Net Expenses2 0.45%

 

1Miscellaneous expenses are based on estimated amounts for the fund’s current fiscal year.

 

2The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.45%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Y
1 year $  46
3 years $164

 

  4 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Principal Investment Strategies

 

Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

  

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Fund Performance

 

Because the fund has not yet completed a year of operations as of the date of this prospectus, there is no performance information to present for the fund.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  7 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund
(formerly, 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 Y
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 0.25%
Miscellaneous 0.2 1 %
Total Annual Fund Operating Expenses 0.5 6 %
Less Fee Waivers1 (0.1 1 )%
Net Expenses1 0.45%

 

1 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.45%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Y
1 year $  46
3 years $ 168
5 years $ 302
10 years $ 691

 

  8 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

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, which are floating rate instruments with a one- or seven-day put option that 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.

 

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.

 

  9 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

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.

 

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

 

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

 

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

 

Regulatory Risk — 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) Risk — Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option.

 

  10 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Retail Tax Free Obligations Fund 1/9/95 0.00% 0.00% 0.79 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.02 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  11 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund

 

Investment Objective

 

Treasury Obligations Fund’s objective is to seek maximum current income 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 Y
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 0.25%
Miscellaneous 0.14 %
Total Annual Fund Operating Expenses 0.49 %
Less Fee Waivers1 ( 0.04 )%
Net Expenses1 0.45%

 

1 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.45%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Y
1 year $  46
3 years $ 153
5 years $ 270
10 years $ 612

 

  12 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

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

 

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.

 

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.

 

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.

 

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.

 

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.

 

  13 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Treasury Obligations Fund 1/24/95 0.00% 0.00% 1.04 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  14 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund

 

Investment Objective

 

U.S. Treasury Money Market Fund’s objective is to seek maximum current income 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 Y
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 0.25%
Miscellaneous 0.19%
Total Annual Fund Operating Expenses 0.54%
Less Fee Waivers1 (0.09)%
Net Expenses1 0.45%

 

1 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.45%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Y
1 year $  46
3 years $164
5 years $293
10 years $668

 

  15 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Principal Investment Strategies

 

U.S. Treasury Money Market Fund invests exclusively in direct obligations of the U.S. Treasury and other money market funds that invest exclusively in such 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

 

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.

 

Principal risks of investing in this fund include:

 

Additional Expenses — If the fund invests in other money market funds, 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.

 

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.

 

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.

 

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.

 

  16 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years

U.S. Treasury Money Market Fund

10/25/04 0.00% 0.00% 0.98 %

 

1

Total return for the period 1/1/16 through 9/30/16 was 0.00 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  17 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the funds on any business day by calling your financial intermediary . The funds reserve the right to reject any purchase order or to stop offering shares for sale at any time. Investments in Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are limited to accounts beneficially owned by natural persons.

 

Tax Information

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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.

 

Retail Tax Free Obligations Fund intends to pay interest that is exempt from federal income tax, including the federal alternative minimum tax, although a portion of the fund’s distributions may not be tax-exempt.

 

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.

 

  18 Prospectus –  First American Money Market Funds
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Table of Contents

 

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 Each Fund

 

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 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.

 

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Table of Contents

 

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 Prime Obligations Fund

 

Retail Prime Obligations Fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

  20 Prospectus –  First American Money Market Funds
 Class Y Shares

 

   

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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, which are floating rate instruments with a one- or seven-day put option that 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.

 

  21 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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 and other money market funds that invest exclusively in such 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.

 

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 the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

  22 Prospectus –  First American Money Market Funds
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Table of Contents

 

More about the Funds

 

Principal Investment Risks

 

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
       
Retail Prime Obligations Fund
 
· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk
       
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(VDRN) Risk
       
Treasury Obligations Fund
 
· Credit Risk · Liquidity Risk
· Cybersecurity Risk · Redemption Risk
· Income Risk · Regulatory Risk
· Interest Rate Risk · Repurchase Agreement Risk
       
U.S. Treasury Money Market Fund
 
· Additional Expenses · Interest Rate Risk
· Credit Risk · Liquidity Risk
· Cybersecurity Risk · Redemption Risk
· Income Risk · Regulatory Risk

 

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Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks

 

Additional Expenses. If the fund invests in other money market funds, 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.

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of Retail Prime Obligations Fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, 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.

 

Foreign Security Risk. The foreign securities in which Retail Prime Obligations Fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the

 

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Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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, additionally for Retail Prime Obligations Fund and Retail Tax Free Obligations Fund , because a liquidity provider defaults on its obligation to purchase the security when properly tendered by the fund.

 

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

 

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

 

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.

 

For Retail Prime Obligations Fund, if the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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) Risk. Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option. While the fund invests only in VRDNs of high quality issuers, or which are supported by high quality financial institutions, it is still possible that an issuer or financial institution could default on its obligations.

 

Disclosure of Portfolio Holdings

 

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

 

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Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 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 0.08%
Retail Prime Obligations Fund 0.10%
Retail Tax Free Obligations Fund 0.02%
Treasury Obligations Fund 0.06%
U.S. Treasury Money Market Fund 0.00%

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of each fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

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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 0.005% of each fund’s average daily net assets.

 

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of 20% of each fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Shareholder Servicing Fees. Each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class Y shares for providing or arranging for the provision of shareholder services to the holders of its Class Y 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.

 

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Table of Contents

 

Shareholder Information

 

Shareholder Eligibility

 

Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are “retail” money market funds as defined under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) . As retail money market funds, shareholders must be “natural persons.” Natural persons are permitted to invest in the Retail Prime Obligations Fund and 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 Prime Obligations Fund or 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. 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in

 

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Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

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. ” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

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, 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.”

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The funds issue their shares in multiple classes. This prospectus offers Class Y shares.

 

Class Y shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity, and through certain investment portals. Class Y shares are offered at NAV , with no front-end or contingent deferred sales charge, but with an annual shareholder servicing fee of 0.25%.

 

Shareholder Servicing Plan

 

Each fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class Y shares. Under this plan and agreement, each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of average daily Class Y share net assets for providing or arranging for the provision of shareholder services to the holders of Class Y shares. No distribution-related services are provided under this plan and agreement.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

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Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

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. ”

 

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.

 

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 a 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.

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares - Liquidity Fees and Redemption Gates, ” with respect to Retail Prime Obligations Fund and Retail Tax Free Obligations Fund, each fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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 or Investor Services at 800 677-3863.

 

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.

 

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Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Calculating Net Asset Value

 

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

   
  Deadline for orders to be
received in order to receive
the current day’s NAV
Government Obligations Fund 3:30 p.m. Central time
Retail Prime Obligations Fund 3:30 p.m. Central time
Retail Tax Free Obligations Fund 11:30 a.m. Central time
Treasury Obligations Fund 3:30 p.m. Central time
U.S. Treasury Money Market Fund 12:00 p.m. Central time

 

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the 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 NAV is normally expected to be $1 per share.

 

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 funds will have significant 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

 

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Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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.

 

Financial intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of Retail Prime Obligations Fund and Retail Tax Free Obligations Fund to natural persons and, upon request, provide satisfactory evidence that they have such policies, procedures and internal controls in place. In addition, a financial intermediary is required to involuntarily redeem its customers that do not satisfy the eligibility requirements as set forth above. The funds reserve the right to redeem shares in any account that they cannot confirm to their satisfaction is beneficially owned by natural persons, after providing advance notice.

 

Liquidity Fees and Redemption Gates

 

With respect to Retail Prime Obligations Fund and 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 a 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 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.

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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 a 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. T he 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.

 

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.

 

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Shareholder Information

 

Dividends and Distributions continued

 

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. 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.

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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 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.

 

Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method ” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period in the shares sold exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you will determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss will be treated as short-term capital gain or loss.

 

Additional Payments to Institutions

 

The advisor and/or the distributor may pay additional compensation to investment professionals, participating institutions and “one-stop” mutual fund networks (each an “institution” and, collectively, “institutions”) out of their own resources in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed on behalf of

 

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Shareholder Information

 

Additional Payments to Institutions continued

 

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; reimbursement of ticket or operational charges (fees that an institution charges its representatives for effecting transactions in fund shares); lump sum payment for services provided; the type and nature of services or support furnished by the institution; and/or other measures as determined from time to time by the advisor and/or distributor.

 

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

 

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 Class Y Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class Y shares of each fund. This information is intended to help you understand each fund’s financial performance for the past five years or, if shorter, the period of operations for the fund. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables 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.

 

The information below 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.

  

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Financial Highlights

 

Government Obligations Fund

 

   Fiscal year ended August 31, 
   2016     2015   2014   2013   2012 
Per Share Data                            
Net Asset Value, Beginning of Period  $ 1.00     $1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1     0.0001    0.0001   0.0001   0.0001
Distributions (from net investment income)    (0.000 )1    (0.000)1   (0.000)1    (0.000)1    0.0001
Net Asset Value, End of Period  $ 1.00     $1.00   $1.00   $1.00   $1.00 
Total Return2    0.01 %    0.01%   0.01%   0.02%   0.01%
                             
Ratios/Supplemental Data                            
Net Assets, End of Period (000)   $ 7,393,766      $5,935,721   $5,573,724   $6,421,137   $4,731,744 
Ratio of Expenses to Average Net Assets    0.31 %    0.11%   0.09%   0.14%   0.16%
Ratio of Net Investment Income to Average Net Assets    0.01 %    0.01%   0.01%   0.02%   0.01%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.49 %    0.50%   0.50%   0.50%   0.50%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.17 )%    (0.38)%   (0.40)%   (0.34)%   (0.33)%

 

1 Rounds to zero.
2 Total return would have been lower had certain expenses not been waived.

 

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Retail Prime Obligations Fund

 

   Fiscal year ended August 31,  
   20161 
Per Share Data           
Net Asset Value, Beginning of Period    $ 1.00     
Net Investment Income      0.000 1  
Distributions (from net investment income)      (0.000 )1  
Net Asset Value, End of Period    $ 1.00    
Total Return      0.02 %  
            
Ratios/Supplemental Data           
Net Assets, End of Period (000)    $ 925,567    
Ratio of Expenses to Average Net Assets      0.45 %  
Ratio of Net Investment Income to Average Net Assets      0.17 %  
Ratio of Expenses to Average Net Assets (excluding waivers)      0.54 %  
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)      0.08 %  

 

1Commenced operations on July 18, 2016. All ratios for the period ended August 31, 2016 have been annualized, except total return.

 

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Financial Highlights

 

Retail Tax Free Obligations Fund

 

   Fiscal year ended August 31, 
   2016     2015   2014   2013   2012 
Per Share Data                            
Net Asset Value, Beginning of Period  $ 1.00     $1.00   $ 1.00   $ 1.00   $1.00 
Net Investment Income    0.000 1    —    —    —    0.0001 
Distributions (from net investment income)    (0.000 )1    —    —    —    (0.000)1
Net Asset Value, End of Period  $ 1.00     $1.00   $ 1.00   $ 1.00   $1.00 
Total Return2    0.00 %    0.00%   0.00%   0.00%   0.00%
                             
Ratios/Supplemental Data                            
Net Assets, End of Period (000)  $ 289,274     $460,299   $403,760   $405,287   $386,307 
Ratio of Expenses to Average Net Assets    0.19 %    0.06%   0.08%   0.14%   0.14%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.56 %    0.55%   0.54%   0.55%   0.55%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.37 )%    (0.49)%   (0.46)%   (0.41)%   (0.41)%

 

1Rounds to zero.

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

 

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Treasury Obligations Fund

 

   Fiscal year ended August 31, 
   2016     2015   2014   2013   2012 
Per Share Data                            
Net Asset Value, Beginning of Period  $ 1.00     $1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1    —    —    —    — 
Distributions (from net investment income)    (0.000 )    —    —    —    — 
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    0.00 %    0.00%   0.00%   0.00%   0.00%
                             
Ratios/Supplemental Data                            
Net Assets, End of Period (000)  $ 2,559,849     $2,335,205   $2,444,902   $2,736,848   $3,671,911 
Ratio of Expenses to Average Net Assets    0.29 %    0.09%   0.08%   0.14%   0.12%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.49 %    0.50%   0.50%   0.50%   0.50%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.20 )%    (0.41)%   (0.42)%   (0.36)%   (0.38)%

 

1Rounds to zero.

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

 

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U.S. Treasury Money Market Fund

 

   Fiscal year ended August 31, 
   2016  2015 2014   2013   2012 
Per Share Data                            
Net Asset Value, Beginning of Period  $ 1.00     $1.00   $ 1.00   $ 1.00   $ 1.00 
Net Investment Income    —      —   0.0001   0.0001   — 
Distributions (from net investment income)    —      —    (0.000)1   (0.000)1   — 
Net Asset Value, End of Period  $ 1.00     $1.00   $ 1.00   $ 1.00   $ 1.00 
Total Return2    0.00 %    0.00%   0.00%   0.00%   0.00%
                             
Ratios/Supplemental Data                            
Net Assets, End of Period (000)  $ 612,984     $614,128   $337,908   $290,125   $291,805 
Ratio of Expenses to Average Net Assets    0.24 %    0.05%   0.05%   0.08%   0.05%
Ratio of Net Investment Income to Average Net Assets    0.00 %    0.00%   0.00%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.54 %    0.54%   0.54%   0.55%   0.56%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.30 )%    (0.49)%   (0.49)%   (0.47)%   (0.51)%

 

1Rounds to zero.

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

 

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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

 

 

Table of Contents

 

First American Funds 

P.O. Box 1330 

Minneapolis, MN 55440-1330

 

 

 

(FIRST AMERICAN FUNDS LOGO) 

 

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.

 

 

 

 

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or; by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

 

SEC file number: 811-03313 PROMMY 10/16

 

 

 
 

Table of Contents

 

(FRONT COVER) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class Z Shares Ticker Fund Symbols Government Obligations Fund FGZXX Retail Prime Obligations Fund FZRXX Retail Tax Free Obligations Fund (formerly, Tax Free Obligations Fund) FTZXX Treasury Obligations Fund FUZXX U.S. Treasury Money Market Fund FOZXX 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 Prime Obligations Fund 4
Retail Tax Free Obligations Fund 8
Treasury Obligations Fund 12
U.S. Treasury Money Market Fund 15
Additional Summary Information 18
More about the Funds 19
Investment Objectives 19
Principal Investment Strategies 19
Other Investment Strategies 22
Principal Investment Risks 23
Description of Principal Investment Risks 24
Disclosure of Portfolio Holdings 26
Fund Management 27
Investment Advisor 27
Portfolio Managers 28

 

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

 

 

 

Table of Contents

 

Shareholder Information 29
Shareholder Eligibility 29
Pricing of Fund Shares 29
Share Classes 30
Purchasing and Redeeming Fund Shares 30
Additional Information on Purchasing and Redeeming Fund Shares 32
Dividends and Distributions 34
Taxes 35
Additional Payments to Institutions 35
Staying Informed 36
Financial Highlights 37

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

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 Z  
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 0.1 4 %  
Total Annual Fund Operating Expenses 0.2 4 %  
Less Fee Waivers1 (0.0 6 )%  
Net Expenses1 0.18%  

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.18 %. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Z   
   1 year $  18   
   3 years $  7 1    
   5 years $1 29    
   10 years $3 00    

 

  1 Prospectus –   First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

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.

 

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.

 

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.

 

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.

 

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.

 

  2 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Government Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Government Obligations Fund 12/1/03 0.01% 0.01% 1.24 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.16 %.

 

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 18 of the prospectus.

 

  3 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees
(fees paid directly from your investment)
Class Z
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
Management Fees 0.10%
Distribution and/or Service (12b-1) Fees None
Other Expenses1 0.1 9 %
Total Annual Fund Operating Expenses 0.2 9 %
Less Fee Waivers2 (0.0 9 )%
Net Expenses2 0.20%

 

1 Other expenses are based on estimated amounts for the fund’s current fiscal year.
2 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.20%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Z
1 year $  20
3 years $  8 4

 

  4 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Principal Investment Strategies

 

Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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

 

  5 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  6 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Prime Obligations Fund continued

 

Fund Performance

 

Because the fund has not yet completed a year of operations as of the date of this prospectus, there is no performance information to present for the fund.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  7 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund

(formerly, 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 Z
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 0.22 %
Total Annual Fund Operating Expenses 0.32 %
Less Fee Waivers1 ( 0.12 )%
Net Expenses1 0.20%

 

1 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.20%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Z
1 year $  20
3 years $   91
5 years $ 168
10 years $ 394

 

  8 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

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, which are floating rate instruments with a one- or seven-day put option that 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.

 

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.

 

  9 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

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.

 

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

 

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

 

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

 

Regulatory Risk — 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) Risk — Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option.

 

  10 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Retail Tax Free Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Retail Tax Free Obligations Fund 12/1/03 0.00% 0.00% 0.88 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.13 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  11 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund

 

Investment Objective

 

Treasury Obligations Fund’s objective is to seek maximum current income 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 Z
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 0.14 %
Total Annual Fund Operating Expenses 0.24 %
Less Fee Waivers1 ( 0.04 )%
Net Expenses1 0.20%

 

1 The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.20%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Z
1 year $  20
3 years $   73
5 years $ 131
10 years $ 302

 

  12 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

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

 

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.

 

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.

 

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.

 

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.

 

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.

 

  13 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

Treasury Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Treasury Obligations Fund 12/1/03 0.00% 0.00% 1.13 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.14 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  14 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund

 

Investment Objective

 

U.S. Treasury Money Market Fund’s objective is to seek maximum current income 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 Z  
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 0.18 %
Total Annual Fund Operating Expenses 0.28 %
Less Fee Waivers1 ( 0.08 )%
Net Expenses1 0.20%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.20%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Z   
   1 year $  20   
   3 years $   82    
   5 years $ 149    
   10 years $ 348    

 

  15 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Principal Investment Strategies

 

U.S. Treasury Money Market Fund invests exclusively in direct obligations of the U.S. Treasury and other money market funds that invest exclusively in such 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

 

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.

 

Principal risks of investing in this fund include:

 

Additional Expenses — If the fund invests in other money market funds, 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.

 

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.

 

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.

 

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.

 

  16 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Fund Summaries

 

U.S. Treasury Money Market Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

 (BAR CHART)

         
AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Ten Years   
U.S. Treasury Money Market Fund 10/25/04 0.00% 0.00% 1.05 %   

 

1Total return for the period 1/1/16 through 9/30/16 was 0.08 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Other Information

 

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 18 of the prospectus.

 

  17 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the funds on any business day by calling your financial intermediary . You can become a shareholder in any of the funds by making a minimum initial investment of at least $10 million. For U.S. Bank Personal Trust clients, the minimum initial investment may be waived if you have at least $25 million in household assets under management. The funds reserve the right to waive or lower purchase minimums under certain other circumstances and to reject any purchase order or to stop offering shares for sale at any time. Investments in Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are limited to accounts beneficially owned by natural persons.

 

Tax Information

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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.

 

Retail Tax Free Obligations Fund intends to pay interest that is exempt from federal income tax, including the federal alternative minimum tax, although a portion of the fund’s distributions may not be tax-exempt.

 

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.

 

  18 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

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 Each Fund

 

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 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.

 

  19 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

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 Prime Obligations Fund

 

Retail Prime Obligations Fund pursues its objective by investing in high-quality short-term debt obligations, including:

   
· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

  20 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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, which are floating rate instruments with a one- or seven-day put option that 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.

 

  21 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Strategies continued

 

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 and other money market funds that invest exclusively in such 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.

 

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 the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

  22 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

Principal Investment Risks

 

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
       
Retail Prime Obligations Fund
· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk
       
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 (VDRN) Risk
       
Treasury Obligations Fund
· Credit Risk · Liquidity Risk
· Cybersecurity Risk · Redemption Risk
· Income Risk · Regulatory Risk
· Interest Rate Risk · Repurchase Agreement Risk
       
U.S. Treasury Money Market Fund
· Additional Expenses · Interest Rate Risk
· Credit Risk · Liquidity Risk
· Cybersecurity Risk · Redemption Risk
· Income Risk · Regulatory Risk

 

  23 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks

 

Additional Expenses. If the fund invests in other money market funds, 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.

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of Retail Prime Obligations Fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, 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.

 

Foreign Security Risk. The foreign securities in which Retail Prime Obligations Fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the

 

  24 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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, additionally for Retail Prime Obligations Fund and Retail Tax Free Obligations Fund , because a liquidity provider defaults on its obligation to purchase the security when properly tendered by the fund.

 

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

 

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

 

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.

 

For Retail Prime Obligations Fund, if the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

  25 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

Description of Principal Investment Risks continued

 

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) Risk. Investments in VRDNs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the unconditional put option. While the fund invests only in VRDNs of high quality issuers, or which are supported by high quality financial institutions, it is still possible that an issuer or financial institution could default on its obligations.

 

Disclosure of Portfolio Holdings

 

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

 

  26 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 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 0.08%
Retail Prime Obligations Fund 0.10%
Retail Tax Free Obligations Fund 0.02%
Treasury Obligations Fund 0.06%
U.S. Treasury Money Market Fund 0.00%

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of each fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

  27 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

More about the Funds

 

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 0.005% of each fund’s average daily net assets.

 

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of 20% of each fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Transfer Agency Services. Fund Services provides transfer agency and dividend disbursing services, as well as certain shareholder services, to the 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.

 

  28 Prospectus – First American Money Market Funds
Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Shareholder Eligibility

 

Retail Prime Obligations Fund and Retail Tax Free Obligations Fund are “retail” money market funds as defined under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) . As retail money market funds, shareholders must be “natural persons.” Natural persons are permitted to invest in the Retail Prime Obligations Fund and 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 Prime Obligations Fund or 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. 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, 6:00 p.m. Eastern 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. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent or a financial intermediary that has been authorized to accept

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

orders on behalf of the fund, as described herein, by the deadline listed below under “Calculating Net Asset Value. ” You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

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, 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.”

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The funds issue their shares in multiple classes. This prospectus offers Class Z shares.

 

Class Z shares are available for a minimum initial investment of at least $10 million in any one fund. For U.S. Bank Personal Trust clients, the minimum initial investment may be waived if you have at least $25 million in household assets under management. Shares are also available to other mutual fund families for whom U.S. Bancorp Fund Services, LLC provides administration services. Class Z shares are offered at NAV , with no front-end or contingent deferred sales charge and no distribution (12b-1) or shareholder servicing fee.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. You may purchase or redeem shares by calling your financial institution.

 

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

 

  30 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial 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.

 

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 a 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.

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates, ” with respect to Retail Prime Obligations Fund and Retail Tax Free Obligations Fund, each fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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 or Investor Services at 800 677-3863.

 

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.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Calculating Net Asset Value

 

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

   
  Deadline for orders to be
received in order to receive
the current day’s NAV
Government Obligations Fund 3:30 p.m. Central time
Retail Prime Obligations Fund 3:30 p.m. Central time
Retail Tax Free Obligations Fund 11:30 a.m. Central time
Treasury Obligations Fund 3:30 p.m. Central time
U.S. Treasury Money Market Fund 12:00 p.m. Central time

 

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the 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 NAV is normally expected to be $1 per share.

 

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 funds will have significant 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

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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.

 

Financial intermediaries are required to adopt and implement policies, procedures and internal controls reasonably designed to limit all beneficial owners of Retail Prime Obligations Fund and Retail Tax Free Obligations Fund to natural persons and, upon request, provide satisfactory evidence that they have such policies, procedures and internal controls in place. In addition, a financial intermediary is required to involuntarily redeem its customers that do not satisfy the eligibility requirements as set forth above. The funds reserve the right to redeem shares in any account that they cannot confirm to their satisfaction is beneficially owned by natural persons, after providing advance notice.

 

Liquidity Fees and Redemption Gates

 

With respect to Retail Prime Obligations Fund and 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 a 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 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.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

If a 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. T he 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.

 

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.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Dividends and Distributions continued

 

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. 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.

 

For Government Obligations Fund, Retail Prime Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund, 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 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.

 

Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method ” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period in the shares sold exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you will determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss will be treated as short-term capital gain or loss.

 

Additional Payments to Institutions

 

The advisor and/or the distributor may pay additional compensation to investment professionals, participating institutions and “one-stop” mutual fund networks (each an “institution” and, collectively, “institutions”) out of their own resources in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed on behalf of the institution’s customers. The amounts of these payments may be significant, and may create an incentive for the institution or its employees or associated persons to recommend or sell shares of the 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.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Payments to Institutions continued

 

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

 

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

 

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 Class Z Shares

 

Table of Contents

 

Financial Highlights

 

The tables that follow present performance information about the Class Z shares of each fund. This information is intended to help you understand each fund’s financial performance for the past five years or, if shorter, the period of operations for the fund. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables 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.

 

The information below 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.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Government Obligations Fund

                         
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.001     0.000 1   0.000 1   0.000 1   0.000 1
Distributions (from net investment income)     (0.001 )   (0.000 )1   (0.000 )1   (0.000 )1   (0.000 )1
Net Asset Value, End of Period   $ 1.00 $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.14 %   0.01 %   0.01 %   0.02 %   0.01 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 11,097,264   $ 8,310,936   $ 6,678,107   $ 6,097,966   $ 7,601,448  
Ratio of Expenses to Average Net Assets     0.17 %   0.11 %   0.09 %   0.14 %   0.16 %
Ratio of Net Investment Income to Average Net Assets     0.14 %   0.01 %   0.01 %   0.02 %   0.01 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.24 %   0.25 %   0.25 %   0.24 %   0.25 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     0.07 %   (0.13) %   (0.15) %   (0.08) %   (0.08) %

1Rounds to zero.

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

 

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Financial Highlights

 

Retail Prime Obligations Fund

                                 
    Fiscal year ended August 31,
20161
 
Per Share Data                                
Net Asset Value, Beginning of Period               $ 1.00              
Net Investment Income                 0.001              
Distributions (from net investment income)                 (0.001 )            
Net Asset Value, End of Period               $ 1.00              
Total Return                 0.05 %            
                                 
Ratios/Supplemental Data              

             
Net Assets, End of Period (000)               $ 48,335            
Ratio of Expenses to Average Net Assets                 0.20 %            
Ratio of Net Investment Income to Average Net Assets                 0.41 %            
Ratio of Expenses to Average Net Assets (excluding waivers)                 0.29 %            
Ratio of Net Investment Income to Average Net Assets (excluding waivers)                 0.32 %            

1 Commenced operations on July 18, 2016. All ratios for the period ended August 31, 2016 have been annualized, except total return.

 

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 Class Z Shares

 

 

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Financial Highlights

 

Retail Tax Free Obligations Fund

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.001     —     —     0.000 1   0.000 1
Distributions (from net investment income)     (0.001 )   —     —     (0.000 )1   (0.000 )1
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.09 %   0.00 %   0.00 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 62,763   $ 148,163   $ 133,374   $ 90,194   $ 64,071  
Ratio of Expenses to Average Net Assets     0.12 %   0.06 %   0.08 %   0.14 %   0.14 %
Ratio of Net Investment Income to Average Net Assets     0.09 %   0.00 %   0.00 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.32 %   0.30 %   0.29 %   0.30 %   0.31 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.11 )%   (0.24 )%   (0.21 )%   (0.16 )%   (0.17 )%

1Rounds to zero.

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

 

  40 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

Table of Contents

 

Financial Highlights

 

Treasury Obligations Fund

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.001     —     —     0.000 1   —  
Distributions (from net investment income)     (0.001 )   —     —     (0.000 )1   —  
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     0.13 %   0.00 %   0.00 %   0.00 %   0.00 %
                             
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 4,125,252 $ 2,655,440   $ 2,339,006   $ 2,586,359   $ 4,183,433  
Ratio of Expenses to Average Net Assets     0.17 %   0.09 %   0.08 %   0.14 %   0.12 %
Ratio of Net Investment Income to Average Net Assets     0.14 %   0.00 %   0.00 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.24 %   0.25 %   0.25 %   0.25 %   0.24 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     0.07 %   (0.16 )%   (0.17 )%   (0.11 )%   (0.12 )%

 

1Rounds to zero.

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

 

  41 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

Table of Contents

 

Financial Highlights

 

U.S. Treasury Money Market Fund

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.001     —     0.000 1   0.000 1   —  
Distributions (from net investment income)     (0.001 )   —     (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.07 %   0.00 %   0.00 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 409,806   $ 309,280   $ 264,529   $ 163,235   $ 60,196  
Ratio of Expenses to Average Net Assets     0.17 %   0.05 %   0.05 %   0.07 %   0.05 %
Ratio of Net Investment Income to Average Net Assets     0.07 %   0.00 %   0.00 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.28 %   0.29 %   0.29 %   0.29 %   0.31 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.04 )%   (0.24 )%   (0.24 )%   (0.22 )%   (0.26 )%

 

1Rounds to zero.

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

 

  42 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

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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

 

 

Table of Contents

 

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

 

 

  

(FIRST AMERICAN FUNDS LOGO)

 

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.

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or; by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.



SEC file number: 811-03313 PROMMZ 10/16

 

 
 

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(COVER PAGE) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class A Shares Fund   Ticker Symbols  Institutional Prime Obligations Fund (formerly, Prime Obligations Fund)  FIVXX 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 Summary 1
Institutional Prime Obligations Fund 1
Additional Summary Information 5
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12

 

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

 

 

 

Table of Contents

 

Shareholder Information 13
Pricing of Fund Shares 13
Share Classes 14
12b-1 Fees 14
Shareholder Servicing Plan 14
Determining Your Share Price 14
Purchasing Fund Shares 15
Redeeming Fund Shares 16
Additional Information on Purchasing and Redeeming Fund Shares 18
Dividends and Distributions 20
Taxes 21
Additional Payments to Institutions 21
Staying Informed 22
Financial Highlights 23

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees  
(fees paid directly from your investment) Class A
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Low Balance Account Fee (for accounts under $2,500) $15
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 0.25%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.20%
Total Annual Fund Operating Expenses 0.80%
Less Fee Waivers1 (0.05)%
Net Expenses1 0.75%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 A
1 year $  77
3 years $250
5 years $439
10 years $985

 

  1 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

Institutional Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

  2 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

  

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

3 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

 (BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS   Inception          
AS OF 12/31/15   Date   One Year  Five Years  Ten Years
Institutional Prime Obligations Fund   9/24/01   0.02 %  0.01 %  1.12 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.01 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

  4 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day. You can become a shareholder in the fund by making a minimum initial investment of $1,000. The fund reserves the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order or to stop offering shares for sale at any time.

  

You can redeem shares through your financial intermediary or by contacting the fund at:

  

Phone   Regular Mail   Overnight Express Mail
800-677-3863       First American Funds
P.O. Box 701
Milwaukee, WI 53201-0701
  First American Funds
615 East Michigan Street
Milwaukee, WI 53202

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Fund

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

  7 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

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

 

  8 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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 fund’s operations, universe of potential investment options, and return potential. 

 

  9 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

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

 

  10 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the funds’ board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.20%, on an annual basis, of the aggregate average daily net assets attributable to Class A shares of all First American money market funds. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Distribution Services. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, receives distribution and shareholder servicing fees for acting as the fund’s distributor.

 

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 Class A Shares

 

 

 

Table of Contents

 

Fund Management

Investment Advisor continued

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

Shareholder Servicing Fees. The fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class A shares for providing or arranging for the provision of shareholder services to the holders of its Class A shares.

 

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

 

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

 

Portfolio Managers

 

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

 

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 Class A Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund prices and transacts in its shares at a floating NAV, rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” ) on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will begin to accrue dividends the next business day . Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally, 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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 ” ) , the fund may also close trading early.

 

Your purchase or redemption price will be based on the NAV per share next calculated after your order is received by the fund in proper form . Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. 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 Fund Shares” and “Redeeming Fund Shares.”

 

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 Class A Shares

  

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

Some financial intermediaries may charge a fee for helping you purchase or redeem shares. Contact your financial intermediary for more information. No such fee will be imposed if you purchase shares directly from the fund.

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class A shares.

 

Class A shares are offered at NAV with no front-end or contingent deferred sales charge, but with an annual distribution (12b-1) fee of 0.25% and an annual shareholder servicing fee of 0.25%.

 

12b-1 Fees

 

The fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) that allows the fund to pay its distributor an annual fee for the distribution and sale of its shares and/or for services provided to shareholders. The 12b-1 fees are equal to 0.25% of the average daily net assets of Class A shares.

 

Because these fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

The Class A share 12b-1 fee is a distribution fee. The fund’s distributor uses the distribution fee to compensate financial intermediaries for providing distribution-related services to the fund.

 

Your financial intermediary will continue to receive Rule 12b-1 fees relating to your shares for as long as you hold those shares.

 

The board of directors has approved the suspension or reduction of 12b-1 fee payments by the fund as needed in order to maintain a yield for each share class of at least 0%. Any such suspension or reduction will result in a corresponding suspension or reduction of amounts paid by the fund’s distributor to financial intermediaries .

 

Shareholder Servicing Plan

 

The fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to the Class A shares. Under this plan and agreement, the fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of average daily Class A share net assets for providing or arranging for the provision of shareholder services to the holders of Class A shares. No distribution-related services are provided under this plan and agreement.

 

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 price for Class A shares is based on the NAV per share next calculated after your purchase order is received in proper form by the fund’s transfer agent . To understand how the fund calculates its NAV , see “ Pricing of Fund Shares ” above .

 

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 Class A Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

You may purchase shares of the fund on any business day through your financial intermediary or by contacting the funds. Additional information on purchasing shares through your financial intermediary can be found below under “Transactions through Financial Intermediaries and Timing of Orders. ”

 

You may become a shareholder in the fund by making a minimum initial investment of $1,000. The fund reserves the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order or to stop offering shares for sale at any time.

 

(Please note: investors are no longer permitted to exchange shares into the fund or establish systematic investment plans.) 

 

By Phone. You may purchase shares by calling your financial intermediary , if they have a sales agreement with the fund’s distributor.

 

You may also purchase shares by calling Investor Services and making a wire transfer from your bank. Before making an initial investment by wire, you must submit a new account form to the fund and select this option. Be sure to include a cancelled check or pre-printed deposit slip with the form. Once the account is established, you may request the account number and wiring instructions from Investor Services by calling 800 677-3863. Purchases may then be made by wire transfer by calling the same number. All information will be taken over the telephone, and your order will be priced at the next NAV calculated after the fund’s custodian receives your payment by wire.

 

You cannot purchase shares by wire on days when federally chartered banks are closed.

 

By Mail. To purchase shares by mail, simply complete and sign a new account form, enclose a check made payable to the fund you wish to invest in, and mail both to:

 

Regular U.S. Mail:   Overnight Express Mail:
First American Funds   First American Funds
P.O. Box 701   615 East Michigan Street
Milwaukee, WI 53201-0701   Milwaukee, WI 53202

 

After you have established an account, you may continue to purchase shares by mailing your check to First American Funds at the same address.

 

Please note the following:

 

· All purchases must be drawn on a bank located within the United States and payable in U.S. dollars to First American Funds.
· Cash, money orders, third-party checks, credit card checks, traveler’s checks, starter checks, and credit cards will not be accepted. We are unable to accept post-dated checks or any conditional order as payment.
· If a check does not clear your bank, the fund reserves the right to cancel the purchase, and you may be charged a fee of $25 per check. You could be liable for any losses or fees incurred by the fund as a result of your check failing to clear.

 

  15 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing Fund Shares continued

 

Purchases In-Kind. Generally, all purchases will be in cash. However, the fund reserves the right to permit you to purchase shares through the exchange of other securities that you own if consistent with the fund’s investment objective, policies, and operations. The market value of any securities exchanged, plus any cash, must be at least $25 million. Please contact your financial intermediary or Investor Services at 800 677-3863.

 

Redeeming Fund Shares

 

You may redeem shares of the fund on any business day through your financial intermediary or by contacting the fund. Additional information on redeeming shares through your financial intermediary can be found below under “Transactions through Financial Intermediaries and Timing of Orders.”

 

Redemption proceeds to be paid by wire will normally be paid on the same day that your redemption request is accepted in proper form by the fund. Redemption proceeds to be paid by check will normally be sent on the next business day, but in no event more than seven days, after your redemption request is accepted in proper form by the fund.

 

(Please note: check writing privileges are no longer available to investors in the fund. If checks are presented, they may not be honored. In addition, investors are no longer permitted to exchange shares from the fund or establish systematic withdrawal plans.)

 

By Phone. If you purchased shares through a financial intermediary , simply call them to redeem your shares.

 

If you did not purchase shares through a financial intermediary , you may redeem your shares by calling Investor Services at 800 677-3863. Proceeds can be wired to your bank account (if you have previously supplied your bank account information to the fund) or sent to you by check. The fund charges a $15 fee for wire redemptions, but has the right to waive this fee for shares redeemed through certain financial intermediaries and by certain accounts. The fund reserves the right to limit telephone redemptions to $50,000 per account per day.

 

If you recently purchased your shares by check, proceeds from the sale of those shares may not be available until your check has cleared, which may take up to 15 calendar days from the date of purchase.

 

By Mail. To redeem shares by mail, send a written request to your financial intermediary , or to the fund at the following address:

 

Regular U.S. Mail:   Overnight Express Mail:
First American Funds   First American Funds
P.O. Box 701   615 East Michigan Street
Milwaukee, WI 53201-0701   Milwaukee, WI 53202

 

Your request should include the following information:

 

· name of the fund;
· account number;
· dollar amount or number of shares redeemed;
· name on the account; and
· signatures of all registered account owners.
   
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 Class A Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Redeeming Fund Shares continued

 

After you have established your account, signatures on a written request must be guaranteed if:

 

· you would like redemption proceeds to be paid or mailed to any person, address, or bank account other than that on record;
· you have changed the address on the fund’s records within the last 30 calendar days;
· your redemption request is in excess of $50,000; or
· you intend to change legal ownership of your account.

 

In addition to the situations described above, the fund reserves the right to require a signature guarantee, or another acceptable form of signature verification, in other instances based on the circumstances of a particular situation.

 

A signature guarantee assures that a signature is genuine and protects shareholders from unauthorized account transfers. Banks, savings and loan associations, trust companies, credit unions, broker-dealers, and member firms of a national securities exchange may guarantee signatures. Call your financial intermediary to determine if it has this capability. A notary public is not an acceptable signature guarantor.

 

Proceeds from a written redemption request will be sent to you by check unless another form of payment is requested.

 

Suspension or Postponement of Redemptions. The 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.

 

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates,” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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

 

  17 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund’s shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Telephone Transactions

 

You may purchase or redeem shares by telephone, unless you elected on your new account form to restrict this privilege. If you wish to reinstate this option on an existing account, please call Investor Services at 800 677-3863 to request the appropriate form.

 

The fund and its agents will not be responsible for any losses that may result from acting on wire or telephone instructions that they reasonably believe to be genuine. The fund and its agents will each follow reasonable procedures to confirm that instructions received by telephone are genuine, which may include recording telephone conversations. If an account has more than one owner or authorized person, the fund will accept telephone instructions from any one owner or authorized person.

 

Once a telephone transaction has been placed, it generally cannot be canceled or modified.

 

It may be difficult to reach the fund by telephone during periods of unusual market activity. If you are unable to reach the fund or its agents by telephone, please consider sending written instructions.

 

Transactions through Financial Intermediaries and Timing of Orders

 

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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 fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

 

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

 

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 Class A Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

Accounts with Low Balances

 

The fund reserves the right to liquidate or assess a low balance fee to any account holding a balance that is less than the account balance minimum of $ 2,500 for any reason.

 

If the fund elects to liquidate or assess a low balance fee, then annually, on or about the second Wednesday of August, the fund will assess a $15 low balance account fee to certain retirement accounts, education savings plans, and UGMA/UTMA accounts that have balances under the account balance minimum. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Prior to the assessment of any low balance fee or liquidation of low balance accounts, affected shareholders will receive a communication reminding them of the pending action, thereby providing time to ensure that balances are at or above the account balance minimum prior to any fee assessment or account liquidation.

 

A financial intermediary may apply its own procedures in attempting to comply with the fund’s low balance account policy.

 

Liquidity Fees and Redemption Gates

 

The fund’s 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 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

 

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Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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. T he 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 fund’s website (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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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

 

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

 

If the fund receives your wire transfer payment for fund shares by the time the fund determines its NAV, you will begin to accrue dividends on that day. In the case of shares purchased by check, because money market instruments must be purchased with federal funds and it takes a

 
  20 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

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Shareholder Information

 

Dividends and Distributions  continued

 

money market mutual fund one business day to convert check proceeds into federal funds, you will begin to accrue dividends on the first business day after the fund receives your check (provided your check is received by the time the fund determines its NAV). If you redeem shares and your request is received by the time the fund determines its NAV, you will receive a dividend on the day of your redemption request if the fund pays your redemption proceeds by check, but you will not receive a dividend on the day of your redemption request if the fund pays your redemption proceeds by wire.

 

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

 

Because the fund is subject to a floating NAV, a sale of fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

 

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

 

Additional Payments to Institutions

 

The advisor and/or the distributor may pay additional compensation to investment professionals, participating institutions and “one-stop” mutual fund networks (each an “institution” and, collectively, “institutions”) out of their own resources in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed on behalf of

 

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 Class A Shares

 

 

 

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Shareholder Information

 

Additional Payments to Institutions continued

 

the institution’s customers. The amounts of these payments may be significant, and may create an incentive for the institution or its employees or associated persons to recommend or sell shares of the fund to you. These payments are not reflected in the fees and expenses listed in the “Fund Summary” section of the prospectus because they are not paid by the fund.

 

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

 

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

 

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

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

Statements summarizing activity in accounts held directly with the fund are mailed quarterly. Confirmations generally are mailed following each non-systematic purchase or sale of fund shares. Generally, the fund does not send statements for shares held in a brokerage account. Please review your statements and confirmations as soon as you receive them and promptly report any discrepancies to your financial intermediary or to Investor Services at 800 677-3863.

 

  22 Prospectus –  First American Money Market Funds
 Class A Shares

 

 

 

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Financial Highlights

 

The table that follows presents performance information about the Class A shares of the fund. 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 represents the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

 

The information below 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.

 

 

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 Class A Shares

 

 

 

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Financial Highlights

 

Institutional Prime Obligations Fund

 

   Fiscal year ended August 31, 
   2016   2015   2014   2013   2012 
Per Share Data                    
Net Asset Value, Beginning of Period  $ 1.00    $ 1.00   $1.00   $1.00   $1.00 
Net Investment Income    0.000 1    0.0001   0.0001   0.0001   — 
Distributions (from net investment income)    (0.000 )1    (0.000)1   (0.000)1   (0.000)1   — 
Net Asset Value, End of Period  $ 1.00    $1.00   $1.00   $1.00   $1.00 
Total Return2    0.02 %    0.02%   0.02%   0.00%   0.00%
                          
Ratios/Supplemental Data                         
Net Assets, End of Period (000)  $ 635,688    $1,488,617   $1,276,361   $1,285,833   $1,088,649 
Ratio of Expenses to Average Net Assets    0.39 %    0.19%   0.17%   0.23%   0.26%
Ratio of Net Investment Income to Average Net Assets    0.02 %    0.02%   0.02%   0.00%   0.00%
Ratio of Expenses to Average Net Assets (excluding waivers)    0.80 %    0.80%   0.80%   0.80%   0.80%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)    (0.39 )%    (0.59)%   (0.61)%   (0.57)%   (0.54)%

 

1 Rounds to zero.

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

 

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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

 

 

 

Table of Contents

 

First American Funds

P.O. Box 1330

Minneapolis, MN 55440-1330 

 

 

 

(FIRST AMERICAN FUNDS LOGO) 

 

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.

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.


 

SEC file number: 811-03313 PROMMA 10/16

 

 

 
 

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(FRONT COVER) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class D Shares Ticker Fund Symbols Institutional Prime Obligations Fund FPDXX (formerly, Prime Obligations Fund) 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 Summary 1
Institutional Prime Obligations Fund 1
Additional Summary Information 5
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12

 

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

 

 

 

Table of Contents

 

Shareholder Information 13
Pricing of Fund Shares 13
Share Classes 14
12b-1 Fees 14
Shareholder Servicing Plan 14
Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 16
Dividends and Distributions 18
Taxes 18
Additional Payments to Institutions 19
Staying Informed 19
Financial Highlights 20

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees
(fees paid directly from your investment)
Class D
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 0.15%
Other Expenses:  
Shareholder Servicing Fee 0.25%
Miscellaneous 0.15%
Total Annual Fund Operating Expenses 0.65%
Less Fee Waivers1 (0.05)%
Net Expenses1 0.60% 

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.60%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 D
1 year $  61
3 years $203
5 years $357
10 years $806

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

The fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Institutional Prime Obligations Fund 1/24/95 0.02% 0.01 % 1.18 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.01 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

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Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . The fund reserves the right to reject any purchase order or to stop offering shares for sale at any time. You can redeem shares through your financial intermediary .

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

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More about the Fund 

Investment Objective 

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

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

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

  6 Prospectus – First American Money Market Funds
      Class D Shares

  

 

 

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More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.  

Other Investment Strategies 

Other Money Market Funds 

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

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More about the Fund

 

Other Investment Strategies continued 

Securities Lending

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.  

Principal Investment Risks 

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

· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk

Description of Principal Investment Risks

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.  

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

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

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Description of Principal Investment Risks continued 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders. 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted. 

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

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

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

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

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

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 fund’s operations, universe of potential investment options, and return potential.

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Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default. 

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

Disclosure of Portfolio Holdings

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

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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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016 U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors. 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund. 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

Additional Compensation 

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

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual basis, of the aggregate average daily net assets attributable to Class D shares of the fund. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services. 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

Distribution Services. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, receives distribution and shareholder servicing fees for acting as the fund’s distributor.

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Fund Management 

Investment Advisor continued 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

Shareholder Servicing Fees. The fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class D shares for providing or arranging for the provision of shareholder services to the holders of its Class D shares. 

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

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

Portfolio Managers 

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

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Shareholder Information

Pricing of Fund Shares

The fund prices and transacts in its shares at a floating net asset value (NAV) , rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” ) on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will begin to accrue dividends the next business day . Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally, 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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 ” ) , the fund may also close trading early.

 

Your purchase or redemption price will be based on the NAV per share next calculated after your order is received by the fund in proper form. Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. Contact your financial intermediary to determine the time by which it must

 

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Shareholder Information

Pricing of Fund Shares continued

 

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 fund issues its shares in multiple classes. This prospectus offers Class D shares.

Class D shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity. Class D shares are offered at net asset value, with no front-end or contingent deferred sales charge, but with an annual distribution (12b-1) fee of 0.15% and an annual shareholder servicing fee of 0.25%.

12b-1 Fees 

The fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act ” ) that allows the fund to pay its distributor an annual fee for the distribution and sale of its shares and for services provided to shareholders. The fund pays a Rule 12b-1 distribution fee equal to 0.15% of its Class D share average daily net assets.

Because these fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

The fund’s distributor uses the distribution fee to compensate financial intermediaries for providing distribution-related services to the fund. Financial intermediaries receive annual fees equal to 0.15% of the fund’s Class D average daily net assets attributable to shares sold through them. Financial intermediaries will continue to receive Rule 12b-1 distribution fees relating to your Class D shares for as long as you hold those shares. 

The board of directors has approved the suspension or reduction of 12b-1 fee payments by the fund as needed in order to maintain a yield for the Class D shares of at least 0%. Any such suspension or reduction will result in a corresponding suspension or reduction of amounts paid by the fund’s distributor to financial intermediaries. 

Shareholder Servicing Plan

The fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class D shares. Under this plan and agreement, the fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of average daily Class D share net assets for providing or arranging for the provision of shareholder services to the holders of Class D shares. No distribution-related services are provided under this plan and agreement. 

Purchasing and Redeeming Fund Shares 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. 

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Shareholder Information 

Purchasing and Redeeming Fund Shares continued 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary .

 

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

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

· 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.

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates,” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

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

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

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Shareholder Information

Additional Information on Purchasing and Redeeming Fund Shares

Frequent Trading of Fund Shares

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and their use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

Transactions through Financial Intermediaries and Timing of Orders

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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 fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

Liquidity Fees and Redemption Gates

The fund’s 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 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.

 

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Additional Information on Purchasing and Redeeming Fund Shares continued

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. T he 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 fund’s website (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.

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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.

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Dividends and Distributions

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

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

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

Taxes

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

Because the fund is subject to a floating NAV, a sale of fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

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

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Shareholder Information

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 fund to you. These payments are not reflected in the fees and expenses listed in the “Fund Summary” section of the prospectus because they are not paid by the fund.

These payments are negotiated and may be based on such factors as the number or value of First American money market fund shares that the institution sells or may sell; the value of the assets invested in the First American money market funds by the institution’s customers; 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.

You can ask your institution for information about any payments it receives from the advisor and/or the distributor and from the fund, and any services your institution provides, as well as about fees and/or commissions your institution charges. You can also find more details about payments made by the advisor and/or the distributor in the 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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

Statements and Confirmations

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

  19 Prospectus – First American Money Market Funds
Class D Shares

 

 

Table of Contents

 

Financial Highlights

The table that follows presents performance information about the Class D shares of the fund. 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 represents the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

The information below 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.

  20 Prospectus – First American Money Market Funds
Class D Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Institutional Prime Obligations Fund

 

    Fiscal year ended August 31,
      2016     2015     2014     2013     2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.000 1   0.000 1   0.000 1   0.000 1   —  
Distributions (from net investment income)     (0.000 )1   (0.000 )1   (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00  
Total Return2     0.02 %   0.02 %   0.02 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 310,823   $ 852,924   $ 713,504   $ 772,701   $ 862,131  
Ratio of Expenses to Average Net Assets     0.37 %   0.19 %   0.17 %   0.23 %   0.26 %
Ratio of Net Investment Income to Average Net Assets     0.02 %   0.02 %   0.02 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.65 %   0.65 %   0.65 %   0.65 %   0.65 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.26 )%   (0.44 )%   (0.46 )%   (0.42 )%   (0.39 )%

 

1 Rounds to zero.

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

 

  21 Prospectus – First American Money Market Funds
Class D Shares

 

 

 

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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

 

 

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First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

  

(FIRST AMERICAN FUNDS LOGO) 

 

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.

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

 

SEC file number: 811-03313

PROMMD 10/16

 

 
 

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 (cover page)

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds

Class T Shares (formerly, Class I Shares) Ticker Fund Symbols Institutional Prime Obligations Fund FIUXX

(formerly, Prime Obligations Fund) 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 Summary 1
Institutional Prime Obligations Fund 1
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12
Shareholder Information 13
Pricing of Fund Shares 13
Share Classes 14
Shareholder Servicing Plan 14

 

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

 

 

Table of Contents

 

Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 15
Dividends and Distributions 17
Taxes 18
Additional Payments to Institutions 18
Staying Informed 19
Financial Highlights 20

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees
(fees paid directly from your investment)
Class 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%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.40%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 $ 137
5 years $ 242
10 years $ 551

 

  1 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

Institutional Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

  2 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  3 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART)

 

AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Ten Years
Institutional Prime Obligations Fund 9/24/01 0.02% 0.01 % 1.26 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.05 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial institution. The fund reserves the right to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

  

  4 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

  7 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

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

 

  8 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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 fund’s operations, universe of potential investment options, and return potential.

 

  9 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

  10 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

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

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays a fee to U.S. Bank of 20% of its net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

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 Class T Shares

 

 

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Fund Management

 

Investment Advisor continued

 

Shareholder Servicing Fees. The 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 fund. Fund Services receives fees for transfer agency and dividend disbursing services on a per shareholder account basis, subject to a minimum fee per share class. In addition, the fund may reimburse Fund Services for any out-of-pocket expenses incurred in providing transfer agency services.

 

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

 

Portfolio Managers

 

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

 

  12 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund prices and transacts in its shares at a floating NAV, rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” )  on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will begin to accrue dividends the next business day . Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally, 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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 ” ) , the fund may also close trading early.

 

Your purchase or redemption price will be based on the NAV per share next calculated after your order is received by the fund in proper form. Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. 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.”

 

  13 Prospectus –  First American Money Market Funds
 Class T Shares

 

Table of Contents

 

Shareholder Information

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class T shares (formerly, Class I shares) .

 

Class T shares are only available to certain accounts for which a financial intermediary acts in   a   fiduciary, agency, custodial, or other service capacity. 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

 

The 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, the 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.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary .

 

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

 

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

 

·if emergency conditions should exist, as specified in the Investment Company Act of 1940 , as amended , 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.

 

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

  14 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

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Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates, ” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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

 

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

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries and Timing of Orders

 

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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 fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

 

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 Class T Shares

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

 

Liquidity Fees and Redemption Gates

 

The fund’s 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 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.

 

  16 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

The board generally expects that a liquidity fee or redemption gate would be imposed, if at all, during periods of extraordinary market stress. T he 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 .

 

Announc ements 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 fund’s website (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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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

 

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

 

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

 

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

 

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 Class T Shares

 

 

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Shareholder Information

 

Taxes

 

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

 

Because the fund is subject to a floating NAV, a sale of fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

 

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

 

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 fund to you. These payments are not reflected in the fees and expenses listed in the “Fund Summary” section of the prospectus because they are not paid by the fund.

 

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

 

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

 

  18 Prospectus –  First American Money Market Funds
 Class T Shares

 

 

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Shareholder Information

 

Additional Payments to Institutions continued

 

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

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

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 Class T Shares

 

 

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Financial Highlights

 

The table that follows presents performance information about the Class T shares (formerly, Class I shares) of Institutional Prime Obligations Fund. 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 represents the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

 

The information below 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.

 

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 Class T Shares

 

 

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Financial Highlights

 

Institutional Prime Obligations Fund

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.001     0.000 1   0.000 1   0.000 1   —  
Distributions (from net investment income)     (0.001 )   (0.000 )1   (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.05 %   0.02 %   0.02 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 431,632   $ 670,064   $ 618,017   $ 583,529   $ 1,124,114  
Ratio of Expenses to Average Net Assets     0.35 %   0.19 %   0.17 %   0.23 %   0.26 %
Ratio of Net Investment Income to Average Net Assets     0.05 %   0.02 %   0.02 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.44 %   0.45 %   0.45 %   0.45 %   0.45 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.04 )%   (0.24 )%   (0.26 )%   (0.22 )%   (0.19 )%

 

1Rounds to zero.

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

 

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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

 

 

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First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

 

 

 (First American Funds logo)

 

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.

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.



SEC file number: 811-03313 PROPRIMET 10/16

 

 

 
 

Table of Contents

 

(COVER PAGE) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class V Shares (formerly, Institutional Investor Shares) Fund Ticker Symbols Institutional Prime Obligations Fund (formerly, Prime Obligations Fund) FPIXX 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 Summary 1
Institutional Prime Obligations Fund 1
Additional Summary Information 5
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12

 

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

 

 

 

Table of Contents

 

Shareholder Information 13
Pricing of Fund Shares 13
Share Classes 14
Shareholder Servicing Plan 14
Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 15
Dividends and Distributions 17
Taxes 18
Additional Payments to Institutions 18
Staying Informed 19
Financial Highlights 20

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees
(fees paid directly from your investment)
Class V
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 0.10%
Miscellaneous 0.14 %
Total Annual Fund Operating Expenses 0.34 %
Less Fee Waivers1 ( 0.04 )%
Net Expenses1 0.30%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.30%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 V
1 year $  31
3 years $ 105
5 years $ 187
10 years $ 427

 

  1 Prospectus – First American Money Market Funds
      Class V Shares

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

Institutional Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

  2 Prospectus – First American Money Market Funds
      Class V Shares

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  3 Prospectus – First American Money Market Funds
      Class V Shares

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Since
Inception
Institutional Prime Obligations Fund 3/31/06 0.02% 0.01% 1.22 %

 

1Total return for the period 1/1/16 through 9/30/16 was 0.13 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

  4 Prospectus – First American Money Market Funds
      Class V Shares

 

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . The fund reserves the right to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  5 Prospectus – First American Money Market Funds
      Class V Shares

 

 

 

Table of Contents

 

More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

  7 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

·   Banking Industry Risk ·   Liquidity Risk
·   Credit Risk ·   Municipal Security Risk
·   Cybersecurity Risk ·   Redemption Risk
·   Foreign Security Risk ·   Regulatory Risk
·   Income Risk ·   Repurchase Agreement Risk
·   Interest Rate Risk ·   Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

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

 

  8 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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 fund’s operations, universe of potential investment options, and return potential.

 

  9 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

  10 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual basis, of the aggregate average daily net assets attributable to Class V shares of all First American money market funds. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

  11 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

Fund Management

 

Investment Advisor continued

 

Shareholder Servicing Fees. The fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.10% of its average daily net assets attributable to Class V shares for providing or arranging for the provision of shareholder services to the holders of its Class V shares.

 

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

 

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

 

Portfolio Managers

 

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

 

  12 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund prices and transacts in its shares at a floating NAV, rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” ) on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will begin to accrue dividends the next business day . Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally, 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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 ” ) , the fund may also close trading early.

 

Your purchase or redemption price will be based on the NAV per share next calculated after your order is received by the fund in proper form. Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. 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.”

 

  13 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class V shares (formerly, Institutional Investor shares) .

 

Class V shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity, and through certain investment portals. For U.S. Bank Personal Trust clients, you can become a shareholder by making a minimum initial investment of at least $3 million, which may be waived if you have at least $25 million in household assets under management. The fund reserves the right to waive or lower purchase minimums under certain other circumstances.. Class V shares are offered at NAV , with no front-end or contingent deferred sales charge, but with an annual shareholder servicing fee of 0.10%.

 

Shareholder Servicing Plan

 

The fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class V shares. Under this plan and agreement, the fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.10% of average daily Class V share net assets for providing or arranging for the provision of shareholder services to the holders of Class V shares. No distribution-related services are provided under this plan and agreement.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary .

 

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

 

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

 

·if emergency conditions should exist, as specified in the Investment Company Act of 1940 , as amended , 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;

 

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 Class V Shares

 

 

 

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Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

·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.

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates,” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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

 

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

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries and Timing of Orders

 

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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

 

  15 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

affiliates of the fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

 

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

 

Liquidity Fees and Redemption Gates

 

The fund’s 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 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

 

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 Class V Shares

 

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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. T he 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 fund’s website (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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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

 

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

 

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

 

Dividends will be reinvested in additional shares of the same fund, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form, by contacting your financial intermediary , or by calling Investor Services at 800 677-3863. Cash distributions will be paid on or about the first business day of

 

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 Class V Shares

 

 

 

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Shareholder Information

 

Dividends and Distributions continued

 

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

 

Because the fund is subject to a floating NAV, a sale of fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

 

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

 

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 fund to you. These payments are not reflected in the fees and expenses listed in the “Fund Summary” section of the prospectus because they are not paid by the fund.

 

These payments are negotiated and may be based on such factors as the number or value of First American money market fund shares that the institution sells or may sell; the value of the assets invested in the First American money market funds by the institution’s customers; 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.

 

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Shareholder Information

 

Additional Payments to Institutions continued

 

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.

 

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

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

  19 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The table that follows presents performance information about the Class V shares (formerly, Institutional Investor shares) of the fund. This information is intended to help you understand the fund’s financial performance for the past five years or, if shorter, the period of the fund’s or share class’s operations. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the table represents the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

 

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

 

  20 Prospectus –  First American Money Market Funds
 Class V Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Institutional Prime Obligations Fund

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.001     0.0001     0.0001     0.0001     —  
Distributions (from net investment income)     (0.001 )   (0.000 )1   (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.12 %   0.02 %   0.02 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 184,678   $ 2 51,838   $ 219,605   $ 255,762   $ 252,285  
Ratio of Expenses to Average Net Assets     0.28 %   0.19 %   0.17 %   0.23 %   0.26 %
Ratio of Net Investment Income to Average Net Assets     0.12 %   0.02 %   0.02 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.34 %   0.35 %   0.35 %   0.35 %   0.35 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     0.06 %   (0.14 )%   (0.16 )%   (0.12 )%   (0.09 )%

 

1 Rounds to zero. 

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

 

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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

 

 

 

Table of Contents

 

First American Funds

P.O. Box 1330

Minneapolis, MN 55440-1330 

 

 

 

(FIRST AMERICAN FUNDS LOGO) 

 

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.

 

  Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

 

SEC file number: 811-03313 PROMMV 10/16

 

 
 

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PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds

Class X Shares Ticker Fund Symbols Institutional Prime Obligations Fund FAXXX (formerly, Prime Obligations Fund) 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 Summary 1
Institutional Prime Obligations Fund 1
Additional Summary Information 5
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12

 

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

 

 

Table of Contents

 

Shareholder Information 13
Pricing of Fund Shares 13
Share Classes 14
Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 15
Dividends and Distributions 17
Taxes 17
Additional Payments to Institutions 18
Staying Informed 18
Financial Highlights 19

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

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Fund Summary

 

Institutional Prime Obligations Fund 

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees
(fees paid directly from your investment)
Class X
Maximum Sales Charge (Load) None
Maximum Deferred Sales Charge (Load) None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
Management Fees 0.10%
Distribution and/or Service (12b-1) Fees None
Other Expenses 0.15 %
Total Annual Fund Operating Expenses 0.25 %
Less Fee Waivers1 ( 0.11 )%
Net Expenses1 0.14%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.14%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 X
1 year $  14
3 years $   69
5 years $ 130
10 years $ 307

 

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 Class X Shares

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

Institutional Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

  2 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  3 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund continued

 

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. Performance for Class X shares will be provided after such shares have one full calendar year of performance.

 

 (Bar Chart)

 

AVERAGE ANNUAL TOTAL RETURNS
AS OF 12/31/15
Inception
Date
One Year Five Years Ten Years
Institutional Prime Obligations Fund – Class A 9/24/01 0.02% 0.01% 1.12%

 

1Total return for the period 1/1/16 through 9/30/16 was 0.01 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

  4 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . You can become a shareholder in the fund by making a minimum initial investment of at least $ 50 million. The fund reserves the right to waive or lower purchase minimums and to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

·commercial paper;

·U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

·non-convertible corporate debt securities;

·securities issued by the U.S. government or one of its agencies or instrumentalities;

·municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

·loan participation interests; and

·repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

The 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 fund’s 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 the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

 

  7 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

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

 

  8 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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 fund’s operations, universe of potential investment options, and return potential.

 

  9 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

  10 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual basis, of the aggregate average daily net assets attributable to Class X shares of all First American money market funds. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

  11 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Fund Management

 

Investment Advisor continued

 

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

 

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

 

Portfolio Managers

 

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

 

  12 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund prices and transacts in its shares at a floating NAV, rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” ) on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will not earn dividends on the day the purchase order is received. Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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 ” ) , the fund may also close trading early.

 

Your purchase or redemption price will be based on the NAV per share next calculated after your order is received by the fund in proper form. Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. 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.”

 

  13 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class X shares.

 

Class X shares are available for a minimum initial investment of at least $ 50 million. The fund reserves the right to waive or lower purchase minimums. Class X shares are offered at NAV , with no front-end or contingent deferred sales charge and no distribution (12b-1) or shareholder servicing fee.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. You may purchase or redeem shares by calling your financial institution.

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary .

 

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

 

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

 

·if emergency conditions should exist, as specified in the Investment Company Act of 1940, as amended , 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.

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares – Liquidity Fees and Redemption Gates, ” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

  14 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

Purchases In-Kind. Generally, all purchases will be in cash. However, the fund reserves the right to permit you to purchase shares through the exchange of other securities that you own if consistent with the fund’s investment objective, policies, and operations. The market value of any securities exchanged, plus any cash, must be at least $25 million. Please contact your investment professional, financial institution or Investor Services at 800 677-3863.

 

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

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries and Timing of Orders

 

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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 fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

 

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

 

  15 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

Liquidity Fees and Redemption Gates

 

The fund’s 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 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. T he 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.

 

  16 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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 fund’s website (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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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

 

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

 

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

 

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

 

Taxes

 

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

 

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

 

  17 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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Shareholder Information

 

Additional Payments to Institutions

 

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

 

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

 

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

 

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

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

  18 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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Financial Highlights

 

The tables that follow present performance information about the Class X shares and Class A shares of the fund. Class A shares are offered through another prospectus. Class X shares and Class A shares of the fund are invested in the same portfolio of securities; however, Class X 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 represents 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.

 

  19 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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Financial Highlights

 

Institutional Prime Obligations Fund

             
    Fiscal year ended August 31,  
Class X Shares     2016    
Per Share Data            
Net Asset Value, Beginning of Period     $ 1.00    
Net Investment Income       0.001    
Distributions (from net investment income)       (0.001 )  
Net Asset Value, End of Period     $ 1.00    
Total Return 1       0.14 %  
             
Ratios/Supplemental Data            
Net Assets, End of Period (000)     $ 10    
Ratio of Expenses to Average Net Assets       0.14 %  
Ratio of Net Investment Income to Average Net Assets       0.33 %  
Ratio of Expenses to Average Net Assets (excluding waivers)       0.25 %  
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)       0.22 %  

 

1Total return would have been lower had certain expenses not been waived.

 

  20 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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Financial Highlights

 

Institutional Prime Obligations Fund

                                 
    Fiscal year ended August 31,  
Class A Shares   2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.000 1   0.000 1   0.000 1   0.000 1   —  
Distributions (from net investment income)     (0.000 )1   (0.000 )1   (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.02 %   0.02 %   0.02 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 635,688   $ 1,488,617   $ 1,276,361   $ 1,285,833   $ 1,088,649  
Ratio of Expenses to Average Net Assets     0.39 %   0.19 %   0.17 %   0.23 %   0.26 %
Ratio of Net Investment Income to Average Net Assets     0.02 %   0.02 %   0.02 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.80 %   0.80 %   0.80 %   0.80 %   0.80 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.39 )%   (0.59 )%   (0.61 )%   (0.57 )%   (0.54 )%

 

1 Rounds to zero.
2 Total return would have been lower had certain expenses not been waived.

 

  21 Prospectus –  First American Money Market Funds
 Class X Shares

 

 

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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

 

 

Table of Contents

 

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

 

 

 (First American Funds logo)

 

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.

 

Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or; by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.



SEC file number: 811-03313 PROMMX 10/16

 

 
 

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(COVER PAGE) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class Y Shares Fund Ticker Symbols Institutional Prime Obligations Fund (formerly, Prime Obligations Fund) FAIXX 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 Summary 1
Institutional Prime Obligations Fund 1
Additional Summary Information 5
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12
Shareholder Information 13
Pricing of Fund Shares 13

 

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

 

 

 

Table of Contents

 

Share Classes 14
Shareholder Servicing Plan 14
Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 15
Dividends and Distributions 17
Taxes 18
Additional Payments to Institutions 18
Staying Informed 19
Financial Highlights 20

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund 

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

 

Shareholder Fees
(fees paid directly from your investment)
Class Y
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 0.25%
Miscellaneous 0.15%
Total Annual Fund Operating Expenses 0.50%
Less Fee Waivers1 (0.05)%
Net Expenses1 0.45%

 

1The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.45%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Y
1 year $  46
3 years $155
5 years $275
10 years $623

 

  1 Prospectus – First American Money Market Funds
      Class Y Shares

 

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

Institutional Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

  2 Prospectus – First American Money Market Funds
      Class Y Shares

 

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  3 Prospectus – First American Money Market Funds
      Class Y Shares

 

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS   Inception            
AS OF 12/31/15   Date   One Year   Five Years   Ten Years
Institutional Prime Obligations Fund   3/1/90   0.02%   0.01 %   1.23 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.03 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

  4 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . The fund reserves the right to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  5 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  6 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

•commercial paper;

•U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);

•non-convertible corporate debt securities;

•securities issued by the U.S. government or one of its agencies or instrumentalities;

•municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;

•loan participation interests; and

•repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

  7 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

 

· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

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

 

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Class Y Shares

 

 

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More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the fund’s 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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 fund’s operations, universe of potential investment options, and return potential.

 

  9 Prospectus – First American Money Market Funds
Class Y Shares

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

  10 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual basis, of the aggregate average daily net assets attributable to Class Y shares of the fund. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

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Fund Management

 

Investment Advisor continued

 

Shareholder Servicing Fees. The fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of its average daily net assets attributable to Class Y shares for providing or arranging for the provision of shareholder services to the holders of its Class Y shares.

 

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

 

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

 

Portfolio Managers

 

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

 

  12 Prospectus – First American Money Market Funds
      Class Y Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund prices and transacts in its shares at a floating net asset value (NAV) , rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” ) on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will begin to accrue dividends the next business day . Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally, 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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 ” ) , the fund may also close trading early.

 

Your purchase or redemption price will be based on th e NAV per share next calculated after your order is received by the fund in proper form. Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. 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.”

 

  13 Prospectus – First American Money Market Funds
      Class Y Shares

 

 

 

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Shareholder Information

 

Pricing of Fund Shares continued

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class Y shares.

 

Class Y shares are only available to certain accounts for which a financial intermediary acts in a fiduciary, agency, custodial, or other service capacity, and through certain investment portals. Class Y shares are offered at NAV , with no front-end or contingent deferred sales charge, but with an annual shareholder servicing fee of 0.25%.

 

Shareholder Servicing Plan

 

The fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class Y shares. Under this plan and agreement, the fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.25% of average daily Class Y share net assets for providing or arranging for the provision of shareholder services to the holders of Class Y shares. No distribution-related services are provided under this plan and agreement.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary .

 

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

 

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

 

· if emergency conditions should exist, as specified in the Investment Company Act of 1940 , as amended , 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.

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

 

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      Class Y Shares

 

 

 

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Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares –Liquidity Fees and Redemption Gates, ” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

Purchases In-Kind. Generally, all purchases will be in cash. However, the fund reserves the right to permit you to purchase shares through the exchange of other securities that you own if consistent with the fund’s investment objective, policies, and operations. The market value of any securities exchanged, plus any cash, must be at least $25 million. Please contact your financial intermediary or Investor Services at 800 677-3863.

 

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

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and their use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries and Timing of Orders

 

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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 fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

 

  15 Prospectus – First American Money Market Funds
      Class Y Shares

 

 

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

 

Liquidity Fees and Redemption Gates

 

The fund’s 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 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.

 

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Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

The board generally expects that a liquidity fee or redemption gate would be imposed, if at all, during periods of extraordinary market stress. T he 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 fund’s website (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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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

 

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

 

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

 

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

 

  17 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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Additional Information

 

Taxes

 

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

 

Because the fund is subject to a floating NAV, a sale of fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

 

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

 

Additional Payments to Institutions

 

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

 

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

 

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

 

  18 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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Additional Information

 

Additional Payments to Institutions continued

 

You can ask your institution for information about any payments it receives from the advisor and/or the distributor and from the fund, and any services your institution provides, as well as about fees and/or commissions your institution charges. You can also find more details about payments made by the advisor and/or the distributor in the 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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

  19 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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Financial Highlights

 

The table that follows presents performance information about the Class Y shares of the fund. 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 represents the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

 

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

 

  20 Prospectus – First American Money Market Funds
Class Y Shares

 

 

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Financial Highlights

 

Institutional Prime Obligations Fund

 

      Fiscal year ended August 31,
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.000 1   0.000 1   0.000 1   0.000 1   —  
Distributions (from net investment income)     (0.000 )1   (0.000 )1   (0.000 )1   (0.000 )1   —  
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.03 %   0.02 %   0.02 %   0.00 %   0.00 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 1,120,546   $ 3,711,698   $ 3,449,035   $ 3,312,313   $ 3,130,035  
Ratio of Expenses to Average Net Assets     0.37 %   0.19 %   0.17 %   0.23 %   0.26 %
Ratio of Net Investment Income to Average Net Assets     0.03 %   0.02 %   0.02 %   0.00 %   0.00 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.50 %   0.50 %   0.50 %   0.50 %   0.50 %
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)     (0.10 )%   (0.29 )%   (0.31 )%   (0.27 )%   (0.24 )%

1    Rounds to zero.

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

 

  21 Prospectus –  First American Money Market Funds
 Class Y Shares

 

 

 

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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

 

 

 

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First American Funds

P.O. Box 1330

Minneapolis, MN 55440-1330

 

 

 

(FIRST AMERICAN FUNDS LOGO) 

 

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.

  Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or; by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

 

SEC file number: 811-03313 PROMMY 10/16

 

 
 

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(FRONT COVER) 

 

PROSPECTUS First American Funds, Inc. October 14, 2016 Money Market Funds Class Z Shares Ticker Fund Symbols Institutional Prime Obligations Fund FPZXX (formerly, Prime Obligations Fund) 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 Summary 1
Institutional Prime Obligations Fund 1
Additional Summary Information 5
More about the Fund 6
Investment Objective 6
Principal Investment Strategies 6
Other Investment Strategies 7
Principal Investment Risks 8
Description of Principal Investment Risks 8
Disclosure of Portfolio Holdings 10
Fund Management 11
Investment Advisor 11
Portfolio Managers 12

 

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

 

 

 

Table of Contents

 

Shareholder Information 13
Pricing of Fund Shares 13
Share Classes 14
Purchasing and Redeeming Fund Shares 14
Additional Information on Purchasing and Redeeming Fund Shares 15
Dividends and Distributions 17
Taxes 17
Additional Payments to Institutions 18
Staying Informed 19
Financial Highlights 20

 

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

 

The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.

 

 

 

Table of Contents

 

Fund Summary

 

Institutional Prime Obligations Fund

(formerly, Prime Obligations Fund)

 

Investment Objective

 

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

 

Fees and Expenses

 

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

   
Shareholder Fees
(fees paid directly from your investment)
Class Z
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 0.1 5 %
Total Annual Fund Operating Expenses 0.2 5 %
Less Fee Waivers1 (0.0 5 )%
Net Expenses1 0.20%

 

1  The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.20%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

 

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (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 Z
1 year $  20
3 years $  7 5
5 years $13 6
10 years $3 13

 

  1 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

Principal Investment Strategies

 

Institutional Prime Obligations Fund invests in high-quality short-term debt obligations, including:

 

· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

Principal Risks

 

You could lose money by investing in the fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. 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.

 

Principal risks of investing in this fund include:

 

Banking Industry Risk — An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund were not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal, regulatory and monetary policy and general economic cycles.

 

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

 

  2 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

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.

 

Foreign Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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

 

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price.

 

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

 

  3 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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Fund Summary

 

Institutional Prime Obligations Fund continued

 

Fund Performance

 

The following bar chart and table provide some indication of the potential risks of investing in the fund. 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 performance from year to year. The table illustrates the fund’s average annual total returns over the time periods indicated.

 

(BAR CHART) 

 

AVERAGE ANNUAL TOTAL RETURNS Inception      
AS OF 12/31/15 Date One Year Five Years Ten Years
Institutional Prime Obligations Fund 8/1/03 0.04 % 0.04 % 1.36 %

 

1 Total return for the period 1/1/16 through 9/30/16 was 0.20 %.

 

Investment Advisor

 

U.S. Bancorp Asset Management, Inc.

 

  4 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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Additional Summary Information

 

Purchase and Sale of Fund Shares

 

You may purchase or redeem shares of the fund on any business day by calling your financial intermediary . You can become a shareholder in the fund by making a minimum initial investment of at least $10 million. For U.S. Bank Personal Trust clients, the minimum initial investment may be waived if you have at least $25 million in household assets under management. The fund reserves the right to waive or lower purchase minimums under certain other circumstances and to reject any purchase order or to stop offering shares for sale at any time.

 

Tax Information

 

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

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

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

 

  5 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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More about the Fund

 

Investment Objective

 

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

 

Principal Investment Strategies

 

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

 

Principal Investment Strategies Applicable to the Fund

 

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

 

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

 

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

 

  6 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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More about the Fund

 

Principal Investment Strategies continued

 

The fund pursues its objective by investing in high-quality short-term debt obligations, including:

 

· commercial paper;
· U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances);
· non-convertible corporate debt securities;
· securities issued by the U.S. government or one of its agencies or instrumentalities;
· municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations;
· loan participation interests; and
· repurchase agreements.

 

The fund concentrates its investments in the banking industry. Therefore, under normal market conditions, the fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. The fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure.

 

The advisor will only purchase (and hold) securities that it determines present minimal credit risk. If a security is no longer determined to present minimal credit risk, the advisor will make every attempt to sell the security, unless it has determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, has obtained the approval of the fund’s board of directors to continue to hold the security.

 

U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

 

Other Investment Strategies

 

Other Money Market Funds

 

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

 

  7 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

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More about the Fund

 

Other Investment Strategies continued

 

Securities Lending

 

To generate additional income, and as a non-principal investment strategy, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions deemed by the fund’s advisor to present minimal credit risk. When the fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities.

 

Principal Investment Risks

 

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

       
· Banking Industry Risk · Liquidity Risk
· Credit Risk · Municipal Security Risk
· Cybersecurity Risk · Redemption Risk
· Foreign Security Risk · Regulatory Risk
· Income Risk · Repurchase Agreement Risk
· Interest Rate Risk · Variable Rate Demand Note (VRDN) Risk

 

Description of Principal Investment Risks

 

Banking Industry Risk. An adverse development in the banking industry (domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies.

 

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

 

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

 

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 Class Z Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks continued

 

Cybersecurity failures or breaches by the fund’s affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both the fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the 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 the fund invests, which could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

 

Foreign Security Risk. The foreign securities in which the fund may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be less public information available about foreign corporations and foreign banks and their branches. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the world’s securities markets likely will be significantly disrupted.

 

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

 

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

 

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

 

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

 

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

 

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 fund’s operations, universe of potential investment options, and return potential.

 

  9 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

More about the Fund

 

Description of Principal Investment Risks 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 securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which increases the risk that the fund will be unable to recover fully in the event of the seller’s default.

 

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

 

Disclosure of Portfolio Holdings

 

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

 

  10 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

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, including corporations, foundations, pensions, and retirement plans. As of September 30, 2016, U.S. Bancorp Asset Management had more than $ 63 billion in assets under management, including investment company assets of more than $ 46 billion. As investment advisor, U.S. Bancorp Asset Management manages the fund’s business and investment activities, subject to the authority of the fund’s board of directors.

 

For the fund’s most recently completed fiscal year, the fund paid the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets, after taking into account fee waivers, for providing investment advisory services to the fund.

 

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

 

A discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement appears in the fund’s annual report to shareholders for the fiscal year ended August 31, 2016.

 

Additional Compensation

 

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

 

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual basis, of the aggregate average daily net assets attributable to Class Z shares of the fund. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

 

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets.

 

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Fund Management

 

Investment Advisor continued

 

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

 

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

 

Portfolio Managers

 

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

 

  12 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares

 

The fund prices and transacts in its shares at a floating NAV, rounded to the fourth decimal place (i.e., $1.0000). The fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The fund’s investments for which market quotations are readily available will be valued at market value on the basis of quotations furnished by a pricing service or provided by securities dealers. If market quotations are not readily available, or if the advisor believes that such quotations do not accurately reflect market prices, the fair value of the fund’s investments will be determined in good faith based upon valuation procedures established by the board. Short-term debt obligations maturing in sixty days or less may be valued at amortized cost where the advisor believes that it approximates market value. Prior to the date of this prospectus, the fund sought to maintain a stable NAV per share of $1.00.

 

The NAV per share of each share class of the fund is calculated at 9:00 a.m., 12:00 p.m. and 3:00 p.m. Eastern time (each an “NAV calculation time ” ) on each business day that the fund is open. If a purchase order is received on a business day by 3:00 p.m. Eastern time and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. Eastern 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 3:00 p.m. Eastern time , you will begin to accrue dividends the next business day . Also, in the event a wire purchase order is placed by 3:00 p.m. Eastern time but an anticipated wire payment is not received by the fund by the close of the Federal Reserve wire transfer system that same day (normally, 6:00 p.m. Eastern time) , your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, or by the fund’s transfer agent or custodian. For purchase orders accompanied by check, dividends will normally begin to accrue within two business days of receipt.

 

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 by one of the NAV calculation times listed above. Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 6:00 p.m. Eastern time). Redemption proceeds to be paid by check will normally be sent to the address of record designated in the current records of the fund’s transfer agent on the next business day, but in no event more than seven days, after the redemption order is accepted in proper form by the transfer agent. You will not earn a dividend on the day a redemption order is accepted, except for redemption proceeds paid by check, which earn a dividend on the day a redemption order is accepted.

 

You may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the 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, the fund may also close trading early.

 

Your purchase or redemption price will be based on the NAV per share next calculated after your order is received by the fund in proper form. Purchase and redemption orders received after an NAV calculation time specified above, including an Early Close, will be processed at the next NAV calculation time. 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.”

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Pricing of Fund Shares continued

 

Some financial intermediaries may charge a transaction-based fee for helping you purchase or redeem shares or an asset-based fee. Contact your financial intermediary for more information.

 

Share Classes

 

The fund issues its shares in multiple classes. This prospectus offers Class Z shares.

 

Class Z shares are available for a minimum initial investment of at least $10 million. For U.S. Bank Personal Trust clients, the minimum initial investment may be waived if you have at least $25 million in household assets under management. Shares are also available to other mutual fund families for whom U.S. Bancorp Fund Services, LLC provides administration services. Class Z shares are offered at NAV , with no front-end or contingent deferred sales charge and no distribution (12b-1) or shareholder servicing fee.

 

Purchasing and Redeeming Fund Shares

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. You may purchase or redeem shares by calling your financial institution.

 

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

 

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

 

· if emergency conditions should exist, as specified in the Investment Company Act of 1940 , as amended , 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.

In addition, if the fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets, the fund's board of directors will cause the fund to take such action, if any, as it deems appropriate, which may include suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

As discussed below under “Additional Information on Purchasing and Redeeming Fund Shares - Liquidity Fees and Redemption Gates,” the fund’s board of directors will be permitted to temporarily suspend the right of shareholder redemption if the fund’s weekly liquid assets fall below certain thresholds.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Purchasing and Redeeming Fund Shares continued

 

Purchases In-Kind. Generally, all purchases will be in cash. However, the fund reserves the right to permit you to purchase shares through the exchange of other securities that you own if consistent with the fund’s investment objective, policies, and operations. The market value of any securities exchanged, plus any cash, must be at least $25 million. Please contact your financial intermediary or Investor Services at 800 677-3863.

 

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

 

Additional Information on Purchasing and Redeeming Fund Shares

 

Frequent Trading of Fund Shares

 

The fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses. However, given the short-term nature of the fund’s investments and its use of the amortized cost method for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s shares.

 

Transactions through Financial Intermediaries and Timing of Orders

 

Financial intermediaries may transmit purchase and redemption orders to the fund’s transfer agent on your 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 fund’s advisor, that have entered into agreements with the fund’s distributor, advisor, and/or transfer agent. Financial intermediaries are not permitted to serve as the fund’s agent for the receipt of purchase and redemption orders. The fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the fund’s transfer agent, which may not occur on the day you submitted the order to your financial intermediary. Your purchase or redemption order will be priced at the fund’s current NAV next determined after it is accepted by the fund’s transfer agent. Financial intermediaries are not able to buy and sell shares of the fund through the National Securities Clearing Corporation.

 

The fund, the advisor and their affiliates will not be responsible for any loss for orders that are not transmitted to the transfer agent by financial intermediaries on a timely basis.

 

  15 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

Liquidity Fees and Redemption Gates

 

The fund’s 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 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. T he 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.

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Additional Information on Purchasing and Redeeming Fund Shares continued

 

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 fund’s website (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.

 

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 the fund will reduce the amount you will receive upon the redemption of your shares, and the 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 the 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

 

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

 

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

 

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

 

Taxes

 

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

 

Because the fund is subject to a floating NAV, a sale of fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount

 

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 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

Taxes continued

 

received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

 

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

 

Additional Payments to Institutions

 

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

 

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

 

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

 

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

 

  18 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Shareholder Information

 

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 fund will try to limit its mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

 

Statements and Confirmations

 

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

 

  19 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Financial Highlights

 

The table that follows presents performance information about the Class Z shares of the fund. 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 represents the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

 

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

 

  20 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

 

Table of Contents

 

Financial Highlights

 

Institutional Prime Obligations Fund 

                                 
    Fiscal year ended August 31,  
    2016   2015   2014   2013   2012  
Per Share Data                                
Net Asset Value, Beginning of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Net Investment Income     0.002     0.000 1   0.000 1   0.000 1   0.000 1
Distributions (from net investment income)     (0.002 )   (0.000 )1   (0.000 )1   (0.000 )1   (0.000 )1
Net Asset Value, End of Period   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00  
Total Return2     0.21 %   0.02 %   0.02 %   0.03 %   0.06 %
                                 
Ratios/Supplemental Data                                
Net Assets, End of Period (000)   $ 3,012,020   $ 4,104,706   $ 3,895,152   $ 3,951,184   $ 4,776,543  
Ratio of Expenses to Average Net Assets     0.20 %   0.18 %   0.17 %   0.20 %   0.20 %
Ratio of Net Investment Income to Average Net Assets     0.21 %   0.02 %   0.02 %   0.03 %   0.06 %
Ratio of Expenses to Average Net Assets (excluding waivers)     0.25 %   0.24 %   0.25 %   0.25 %   0.25 %
Ratio of Net Investment Income to Average Net Assets (excluding waivers)     0.16 %   (0.04 )%   (0.06 )%   (0.02 )%   0.01 %

 

1 Rounds to zero. 

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

 

  21 Prospectus –  First American Money Market Funds
 Class Z Shares

 

 

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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

 

 

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First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

 

 

 

(FIRST AMERICAN FUNDS LOGO) 

 

     
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.
  Information about the funds (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the 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: publicinfo@sec.gov, or; by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

  

   
SEC file number: 811-03313 PROMMZ 10/16

 

 
 

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FIRST AMERICAN FUNDS, INC.

 

Statement of Additional Information

 

October 14, 2016

 

Money Market Funds

 

  Share Classes/Ticker Symbols

Fund

Class A

Class D


Class G

Class T


Class V

Class X

Class Y

Class Z 

Government Obligations Fund FAAXX FGDXX -- -- FVIXX FGXXX FGVXX FGZXX
Institutional Prime Obligations Fund FIVXX FPDXX -- FIUXX FPIXX FAXXX FAIXX FPZXX
Retail Prime Obligations Fund FAPXX -- -- FEIXX FPUXX FXRXX FYRXX FZRXX
Retail Tax Free Obligations Fund FTAXX -- -- -- FHIXX -- FFCXX FTZXX
Treasury Obligations Fund FATXX FTDXX STSXX -- 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, Institutional Prime Obligations Fund, Retail Prime 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 October 14, 2016. The financial statements included as part of the Funds’ Annual Report to shareholders for the fiscal year ended August 31, 2016 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”), 615 East Michigan Street, 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.

 

 
 

 

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    Page
       
General Information   1  
       
Investment Restrictions   2  
Fundamental Investment Restrictions   2  
Non-Fundamental Investment Restrictions   3  
Additional Restrictions   4  
       
Additional Information Concerning Fund Investments   5  
Asset-Backed Securities   5  
Commercial Paper and Rule 144A Securities   6  
Credit Enhancement Agreements   6  
Foreign Securities   6  
Funding Agreements   7  
Lending of Portfolio Securities   7  
Letters of Credit   8  
Loan Participations   8  
Money Market Funds   8  
Municipal Securities   8  
Obligations of Banks and Other Financial Services Companies   9  
Put Options   10  
Repurchase Agreements   10  
U.S. Government Securities   11  
Variable and Floating Rate Instruments   11  
When-Issued and Delayed Delivery Securities   12  
Zero-Coupon and Step-Up Coupon Securities   12  
Temporary Defensive Positions   12  
       
Portfolio Turnover   12  
       
Disclosure of Portfolio Holdings   13  
Public Disclosure   13  
Nonpublic Disclosure   13  
       
Directors and Executive Officers   15  
Independent Directors   16  
Executive Officers   17  
Board Leadership Structure   19  
Standing Committees of the Board of Directors   19  
Director Ownership of Securities of the Funds or Advisor   21  
Director Qualifications   21  
Director Compensation   22  
       
Code of Ethics   22  
       
Investment Advisory and Other Services for the Funds   23  
Investment Advisor   23  
Additional Payments to Financial Intermediaries   24  
Administrator   27  

 

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Transfer Agent   29  
Distributor   29  
Custodian and Independent Registered Public Accounting Firm   31  
       
Proxy Voting   31  
       
Portfolio Transactions   32  
       
Capital Stock   33  
       
Net Asset Value and Public Offering Price   38  
       
Valuation of Portfolio Securities   39  
       
Taxes   40  
Special Considerations for Retail Tax Free Obligations Fund   41  
       
Additional Information about Purchasing and Redeeming Shares   41  
Additional Charges   41  
Receipt of Orders by Financial Intermediaries   41  
Redeeming Shares by Telephone   42  
Redeeming Shares by Mail   42  
Redeeming Shares by Checking Account—Class A Shares Only   43  
Redemption Before Purchase Instruments Clear   43  
Exchanging Shares among Fund Families   43  
Research Requests   43  
       
Financial Statements   44  
       
Appendix A – Proxy Voting Policies and Procedures   45  

 

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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”) 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 objective 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. Institutional Prime Obligations offers its shares in seven classes: Class A, Class D, Class T, Class V, Class X, Class Y, and Class Z shares. Retail Prime Obligations Fund offers its shares in six classes: Class A, Class T, Class V, Class X, Class Y, and Class Z shares. Treasury Obligations Fund offers its shares in seven classes: Class A, Class D, Class G, Class V, Class X, Class Y, and Class Z shares. Government Obligations Fund offers its shares in six classes: Class A, Class D, Class V, Class X, Class Y, and Class Z shares. U.S. Treasury Money Market Fund offers its shares in five classes: Class A, Class D, Class V, Class Y, and Class Z shares. Retail Tax Free Obligations Fund offers its shares in four classes: Class A, Class V, Class Y, and Class Z shares. Prior to December 1, 2003, the Class A shares were named “Class S” shares. Prior to October 14, 2016, Institutional Prime Obligations Fund was named “Prime Obligations Fund”, Retail Tax Free Obligations Fund was named “Tax Free Obligations Fund”, the Class G shares were named “Reserve Class” shares, the Class T shares were named “Class I” shares, and the Class V shares were named “Institutional Investor” shares. 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 G shares, the Class T shares, the Class V shares, the Class X shares, the Class Y shares, the Class Z shares of the Funds. These Prospectuses can be obtained at no charge by writing Quasar Distributors, LLC at 615 East Michigan Street, Milwaukee, WI 53202, by calling First American Funds Investor Services at 800 677-3863, or by visiting the 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.

 

This SAI may also refer to Mount Vernon Securities Lending Trust (the “Mount Vernon Trust”), an affiliated investment company. The Funds and Mount Vernon Trust are collectively referred to hereafter as the “Fund Complex.”

 

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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. The 1940 Act currently restricts each Fund, with respect to 75% of its total assets, from investing more than 5% of the value of its total assets in the outstanding securities of any one issuer, or own more than 10% of the outstanding voting securities of any one issuer, in each case other than securities issued or guaranteed by the U.S. Government or any agency or instrumentality thereof, securities of other investment companies, and cash and cash items (including receivables).

 

In addition to the investment objective and policies set forth in the Prospectuses and under the caption “Additional Information Concerning Fund Investments” below, the 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:

 

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

 

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

 

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

 

4.Invest for the primary purpose of control or management.

 

5.Purchase physical commodities or contracts relating to physical commodities.

 

6.Purchase or sell real estate unless as a result of ownership of securities or other instruments, but this shall not prevent the 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.

 

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

 

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

 

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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. As of the date of this SAI, it is anticipated that only Institutional Prime Obligations Fund and Retail Prime Obligations Fund will rely on this provision with respect to each such Fund’s respective policy to concentrate its investments, under normal market conditions, in the banking industry. Institutional Prime Obligations Fund and Retail Prime Obligations Fund each have a fundamental investment policy to concentrate their investments in the banking industry. Therefore, under normal market conditions, each Fund will invest more than 25% of its total assets in securities issued by companies in the banking industry. Each Fund may, however, invest 25% or less of its total assets in this industry as a temporary defensive measure. 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:

 

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1.Sell securities short.

 

2.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.

 

3.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 days from the date of purchase and to maintain a weighted average maturity of not more than 60 days and a weighted average life of not more than 120 days. Under Rule 2a-7, securities that are subject to specified types of demand or put features may be deemed to mature at the next demand or put date although they have a longer stated maturity. Rule 2a-7 also requires that all investments by 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 a 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 issues 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

 

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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.

 

Asset-Backed Securities

 

Institutional Prime Obligations Fund and Retail Prime Obligations Fund may invest in asset-backed securities, including asset-backed commercial paper, as a non-principal investment strategy. Asset-backed securities generally constitute interests in, or obligations secured by, a pool of receivables other than mortgage loans, such as automobile loans and leases, credit card receivables, home equity loans and trade receivables. Asset-backed securities generally are issued by a private special-purpose entity. Their ratings and creditworthiness typically depend on the legal

 

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insulation of the issuer and transaction from the consequences of a sponsoring entity’s bankruptcy, as well as on the credit quality of the underlying receivables and the amount and credit quality of any third-party credit enhancement supporting the underlying receivables or the asset-backed securities. Asset-backed securities and their underlying receivables generally are not issued or guaranteed by any governmental entity.

 

Commercial Paper and Rule 144A Securities

 

Institutional Prime Obligations Fund, Retail Prime Obligations Fund and 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. Institutional Prime Obligations Fund and Retail Prime Obligations Fund may also purchase asset-backed commercial paper (“ABCP”), which is a form of commercial paper that is backed by assets such as real estate, trade receivables, credit card loans, auto loans and other commercial assets. ABCP is typically sponsored by a commercial bank or other financial institution. Commercial paper is usually sold on a discount basis and typically has a maturity at the time of issuance not exceeding nine months. Such securities, if they meet the criteria for liquidity established by the Board, will be considered liquid. Consequently, Institutional Prime Obligations Fund, Retail Prime Obligations Fund and Retail Tax Free Obligations Fund do not intend to subject such securities to the 5% limitation applicable to investments in illiquid securities.

 

The commercial paper in which Institutional Prime Obligations Fund and Retail Prime Obligations Fund may invest includes commercial paper issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933 and corporate obligations qualifying for resale to certain “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933. Because the secondary market for Rule 144A securities is generally limited to qualified institutional buyers, there may be times when the trading market for a particular Rule 144A security held by a Fund may be limited and will be considered illiquid. In such event, the Advisor will consider appropriate remedies to minimize the effect on the Fund’s liquidity.

 

Credit Enhancement Agreements

 

Government Obligations Fund, Institutional Prime Obligations Fund, Retail Prime 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, Institutional Prime Obligations Fund, Retail Prime Obligations Fund and 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 such Fund’s total assets.

 

Foreign Securities

 

Institutional Prime Obligations Fund and Retail Prime Obligations Fund may invest as a principal investment strategy in dollar-denominated obligations of U.S. branches of foreign banks, foreign branches of domestic banks, foreign banks, and foreign corporations. In addition, 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

 

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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.

 

Funding Agreements

 

Institutional Prime Obligations Fund and Retail Prime Obligations Fund may invest in funding agreements as a non-principal investment strategy. Funding agreements are contracts issued by insurance companies that guarantee a return of principal plus some amount of interest. Funding agreements purchased by Institutional Prime Obligations Fund and Retail Prime Obligations Fund will typically be short-term and provide an adjustable rate of interest. Funding agreements may or may not allow the Fund to demand repayment of principal after an agreed upon waiting period or upon certain other conditions. The insurance company may also have a corresponding right to prepay the principal with accrued interest upon a specified number of days’ notice to the Fund. The maturity date of some funding agreements may be extended upon the mutual agreement and consent of the insurance company and the Fund. Generally, there is no active secondary market in short-term funding agreements. Consequently, short-term funding agreements may be considered by the Fund to be illiquid investments and therefore subject to the Fund’s non-fundamental policy limiting investments in illiquid securities to not more than 5% of total assets.

 

Lending of Portfolio Securities

 

In order to generate additional income, each of the Funds, other than U.S. Treasury Money Market Fund, may lend portfolio securities representing up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities. Only Government Obligations Fund, Institutional Prime Obligations Fund, Retail Prime Obligations Fund, and Treasury Obligations Fund do so as a principal investment strategy. If the Funds engage in securities lending, distributions paid to shareholders from the resulting income will not be excludable from a shareholder’s gross income for income tax purposes. As with other extensions of credit, there may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially. In these loan arrangements, the Funds will receive collateral in the form of cash, U.S. Government securities or other high-grade debt obligations equal to at least 102% of the value of the securities loaned at the inception of each loan. Collateral is marked to market daily. When a Fund lends portfolio securities, it continues to be entitled to the interest payable on the loaned securities and, in addition, receives interest on the amount of the loan at a rate negotiated with the borrower. The Funds will pay a portion of the income earned on the lending transaction to the placing broker and may pay administrative and custodial fees (including fees to U.S. Bank) in connection with these loans.

 

U.S. Bank acts as securities lending agent for the Funds and receives separate compensation for such services, subject to compliance with conditions contained in an SEC exemptive order permitting U.S. Bank to provide such services and receive such compensation. U.S. Bank receives fees up to 20% of each Fund’s net income from securities lending transactions and pays half of such fees to USBAM for certain securities lending services provided by USBAM. This may create a financial incentive for USBAM to increase its securities lending revenue by lending out as many portfolio securities as possible. To safeguard against this potential conflict of interest, the Board has adopted procedures designed to ensure that the fee arrangement and the other terms governing the relationship between each Fund and U.S. Bank, acting as securities lending agent for the Fund, are fair.

 

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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.

 

Loan Participations

 

Institutional Prime Obligations Fund and Retail Prime Obligations Fund may invest in loan participation interests as a principal investment strategy. A loan participation interest represents a pro rata undivided interest in an underlying bank loan. Participation interests, like the underlying loans, may have fixed, floating, or variable rates of interest. The bank selling a participation interest generally acts as a mere conduit between its borrower and the purchasers of interests in the loan. The purchaser of an interest (for example, the Fund) generally does not have recourse against the bank in the event of a default on the underlying loan. Therefore, the credit risk associated with such instruments is governed by the creditworthiness of the underlying borrowers and not by the banks selling the interests. If Institutional Prime Obligations Fund or Retail Prime Obligations Fund invests in loan participation interests that can be sold within a seven-day period, the interests are deemed by the Advisor to be liquid investments. If Institutional Prime Obligations Fund or Retail Prime Obligations Fund invests in loan participation interests that are restricted from being sold within a seven-day period, the interests are deemed by the Advisor to be illiquid investments and therefore subject to the Fund’s 5% limitation on investments in illiquid securities.

 

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. U.S. Treasury Money Market Fund invests in the securities of other money market funds as a principal investment strategy. The other Funds 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. Institutional Prime Obligations Fund and Retail Prime Obligations Fund may also invest in municipal securities as a principal investment strategy. Municipal securities include municipal bonds and other debt securities issued by the states and by their local and special-purpose political subdivisions. The term “municipal bond” as used in this Section includes short-term municipal notes and other commercial paper issued by the states and their political subdivisions.

 

Two general classifications of municipal bonds are “general obligation” bonds and “revenue” bonds. General obligation bonds are secured by the governmental issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligation. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue

 

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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 Funds’ 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 Funds to treat the income from the investment as exempt from federal income tax.

 

In addition, the Funds may invest in other federal income tax-free securities such as (i) tax anticipation notes (“TANs”) and revenue anticipation notes (“RANs”) issued to finance working capital needs in anticipation of receiving taxes or other revenues, (ii) bond anticipation notes (“BANs”) that are intended to be refinanced through a later issuance of longer-term bonds, (iii) variable and floating rate obligations including variable rate demand notes, described below under “—Variable and Floating Rate Instruments,” (iv) tender option bonds, and (v) participation, trust and partnership interests in any of the foregoing obligations. The obligations of TANs, RANs, and BANs are generally secured by the anticipated revenues from taxes, grants or bond financing. An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable. Tender option bonds are created when municipal instruments are transferred to a special purpose trust which issues two classes of certificates. The first class, commonly called floating rate certificates, pays an interest rate that is typically reset weekly based on a specified index. The second class, commonly called inverse floaters, pays an interest rate based on the difference between the interest rate earned on the underlying municipal instruments and the interest rate paid on the floating rate certificates, after expenses. In selecting tender option bonds, the Advisor may consider the creditworthiness of the issuer of the underlying bond deposited in the trust, the experience of the custodian, and the quality of the sponsor providing the tender option, among other factors. In certain instances, the tender option may be terminated.

 

Retail Tax Free Obligations 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.

 

Obligations of Banks and Other Financial Services Companies

 

As noted in the Prospectuses, Institutional Prime Obligations Fund and Retail Prime Obligations Fund invest as a principal investment strategy in U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million, including fixed and variable rate certificates of deposit, time deposits, bankers’ acceptances, and other short-term obligations. Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest rate. Time deposits that may be held by a Fund will not benefit from insurance from the Deposit Insurance Fund administered by the Federal Deposit Insurance Corporation (“FDIC”). Bankers’ acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the face amount of the instrument upon maturity. Bank obligations in which each Fund invests may include uninsured, direct obligations, bearing fixed, floating or variable interest rates. Each Fund may also invest in securities issued by other financial services companies in various industries as a principal investment strategy. To the extent each Fund invests in

 

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securities issued by domestic and foreign banks and other financial services companies, the Fund’s performance will be susceptible to the risks associated with the banking and financial services sectors. These sectors are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services sectors can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.

 

Put Options

 

Institutional Prime Obligations Fund, Retail Prime Obligations Fund and 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. A Fund may pay a higher price for a security with a put than would be paid for the same security without a put. The primary purpose of purchasing such securities with puts is to permit the Funds to be as fully invested as practicable in securities while at the same time providing the Funds with appropriate liquidity.

 

Repurchase Agreements

 

Each Fund other than U.S. Treasury Money Market Fund may engage in repurchase agreements as a principal investment strategy. A repurchase agreement involves the purchase by a Fund of securities with the agreement that, after a stated period of time, the original seller (the “counterparty”) will buy back the same securities (“collateral”) at a predetermined price or yield. Under normal market conditions, repurchase agreements permit the Funds to maintain liquidity and earn income over periods of time as short as overnight. Each Fund may enter into repurchase agreement transactions that are collateralized fully as defined in Rule 5b-3(c)(1) of the 1940 Act, which has the effect of enabling a Fund to look to the collateral, rather than the counterparty, for determining whether its assets are “diversified” for 1940 Act purposes. In addition, for Institutional Prime Obligations Fund and Retail Prime Obligations Fund, collateral may include securities that the Funds are not otherwise permitted to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. Irrespective of the type of collateral underlying a repurchase agreement, a Fund must determine that a repurchase obligation with a particular counterparty involves minimal credit risk to the Fund and otherwise satisfies the credit quality standards applicable to the acquisition of an instrument issued by such counterparty in compliance with Rule 2a-7.

 

Securities pledged as collateral for repurchase agreements are held by the custodian bank until the respective agreements mature. The Funds may also invest in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a segregated account by an unaffiliated third-party custodian bank until the maturity of the repurchase agreement. The market value of the collateral underlying the repurchase agreement will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement (including any accrued interest), the 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. As noted above, Institutional Prime Obligations Fund and Retail Prime Obligations Fund may engage in repurchase agreement transactions that are collateralized by securities that the Fund is not otherwise directly permitted to purchase, such as long-term government bonds, investment grade corporate bonds and equity securities. These collateral securities may be less liquid or more volatile than others or less liquid and more volatile than the securities that the Fund is permitted to purchase directly, thereby increasing the risk that the Fund will be unable to recover fully in the event of

 

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a counterparty’s default and potentially resulting in the Fund owning securities that it is not otherwise permitted to purchase. The Advisor will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements.

 

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, Institutional Prime Obligations Fund, Retail Prime 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

 

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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, Institutional Prime Obligations Fund, Retail Prime 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.

 

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.

 

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Disclosure of Portfolio Holdings

 

Public Disclosure

 

In order to comply with Rule 2a-7, information concerning the Funds’ portfolio holdings, as well as their weighted average maturity and weighted average life, is posted on the Funds’ website (www.firstamericanfunds.com) typically five business days after the end of each month and remains posted on the website for at least six months thereafter. In addition, 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 and on Form N-Q for the first and third fiscal quarters. These filings are generally available within 60 days of the end of the 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 each week. This weekly information generally reflects holdings as of the previous Thursday and remains posted on the website until the next publication date. Until such time as it is posted, it will be Undisclosed Holdings Information, as defined below, and subject to the Funds’ procedures regarding the disclosure of Undisclosed Holdings Information.

 

Nonpublic Disclosure

 

The Board has adopted policies and procedures (the “Disclosure Policies”), which prohibit the release of information concerning portfolio holdings, or information derived therefrom (“Undisclosed Holdings Information”), that has not been made public through SEC filings or the 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 directors of the Funds and the directors’ service providers, such as counsel, as part of the materials for regular or special board of directors meetings.

 

Disclosure to Fund Service Providers and Prospective Service Providers

 

The 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 is provided, or otherwise made available, to the Advisor (as described above), custodians, auditors, accounting service providers, administrators, transfer agents, securities lending agents, outside

 

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accountants, outside counsel, financial printers, pricing services, companies that provide analytical or statistical information (including Factset Research Systems and Bloomberg LP), ratings and ranking agencies (including Morningstar, Lipper Analytical Services, Moody’s, and Standard & Poor’s Corporation), entities that provide trading, research and other investment-related services, information aggregators (including Crane Data and iMoneyNet), and financial intermediaries that include the 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

 

Portfolio managers, analysts and other personnel of the Advisor may discuss portfolio information in interviews with members of the media, or in due diligence or similar meetings with clients or prospective purchasers of Fund shares or their representatives. In no case will a material number of portfolio holdings be provided that have not yet been posted on the 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.

 

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Detective and Corrective Action

 

Any unauthorized release of Undisclosed Holdings Information which comes to the attention of an employee of the Advisor shall be reported to the CCO. The CCO shall recommend an appropriate sanction to be imposed by the individual’s supervisor if the individual releasing such information is an employee of the Advisor or other appropriate action if the individual is not an employee of the Advisor.

 

Designee of Chief Compliance Officer

 

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

 

*****

 

The following is a list of persons, other than the Advisor and its affiliates, that have been approved to receive Undisclosed Holdings Information concerning the Funds; however, certain persons may not receive such information concerning the Funds:

 

ADP Broker-Dealer, Inc.

American Financial Printing, Inc.

Aon Hewitt

Ashland Partners & Company LLP

Bank of America Merrill Lynch

Bank of Montreal

Bank of New York Mellon

Bank of Nova Scotia

Barclays Capital, Inc.

Bloomberg LP

BNP Paribas

BNP Paribas Prime Brokerage, Inc.

BNP Paribas Securities Corp.

Broadridge Systems

Ceridian Corporation

Charles Schwab & Co., Inc.

Comerica Bank

Country Financial

Crane Data

Credit Agricole Corporate & Investment Bank

 

Credit Suisse Securities (USA), LLC

Deutsche Bank Securities, Inc.

Dorsey & Whitney LLP

Ernst & Young LLP

FactSet Research Systems

Fitch, Inc.

FT Interactive Data

Goldman Sachs & Co.

HSBC Bank PLC

HSBC Securities (USA), Inc.

iMoneyNet, Inc.

ING Financial Markets, LLC

Jefferies & Company, Inc.

J.P. Morgan Securities, LLC

KPMG LLP

Lipper Analytical Services

Markit

Merrill Lynch Pierce Fenner & Smith,

Inc.

Moody’s Investor Services

Morgan Stanley & Co.

Morningstar, Inc.

MS Securities Services, Inc.

Piper Jaffray & Co.

Pricing Direct

RBC Capital Markets Corporation

RBS Securities, Inc.

Ropes & Gray LLP

SG Americas Securities, LLC

Societe Generale NY

Standard & Poor’s Corporation /JJ

Kenny

Standard & Poor’s Rating Services

State Street Bank & Trust Co.

SunGard Institutional Brokerage, Inc.

SVB Asset Management

TD Securities (USA) LLC

Thomson Reuters LLC

UBS Securities, LLC

Vision Financial Markets LLC

Wells Fargo Bank, N.A.

Wells Fargo Investments, LLC

 

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”).

 

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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 Fund Complex Overseen
by Director

Other Directorships

Held by Director2

David K. Baumgardner

P.O. Box 1329

Minneapolis, MN

55440-1329

(1956)

Director Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since January 2016

CFO, Smyth Companies, LLC (commercial package printing) (1990 to present). Formerly, Certified Public Accountant at a large regional CPA firm (1978-1986). Independent Director, First American Fund Complex since 2016

First American Funds Complex: 2 registered investment companies, including 8 portfolios None
           

Mark E. Gaumond

P.O. Box 1329

Minneapolis, MN

55440-1329

(1950)

 

Director Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since January 2016

Retired. Formerly, Senior Vice Chair (Americas), Ernst & Young LLP (2006-2010). Certified Public Accountant and member of the American Institute of Certified Public Accountants. Director, Fishers Island Development Corporation and the Walsh Park Benevolent Corporation. Former Director, Cliffs Natural Resources and The California Academy of Sciences. Independent Director, First American Fund Complex since 2016

 

First American Funds Complex: 2 registered investment companies, including 8 portfolios Director, Booz Allen Hamilton Holding Corporation (management and technology consulting); Director, Rayonier Advanced Materials, Inc. (materials manufacturer)
           

Roger A. Gibson

P.O. Box 1329

Minneapolis, MN

55440-1329

(1946)

 

Director Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since October 1997 Advisor/Consultant, Future Freight™, a logistics/supply chain company; former Director, Charterhouse Group, Inc., a private equity firm; non-profit board member; prior to retirement in 2005, served in several executive positions for United Airlines, including Vice President and Chief Operating Officer – Cargo; Independent Director, First American Fund Complex since 1997 First American Funds Complex: 2 registered investment companies, including 8 portfolios Diversified Real Asset Income Fund (investment company)
           

Leonard W. Kedrowski

P.O. Box 1329

Minneapolis, MN

55440-1329

(1941)

 

Chair; Director Chair term three years; Director term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Chair of FAF’s Board since January 2011; Director of FAF since November 1993 Owner and President, Executive and Management Consulting, Inc., a management consulting firm; Chief Executive Officer, Blue Earth Internet, a web site development company; Board member, GC McGuiggan Corporation (dba Smyth Companies), a label printer; Member, investment advisory committee, Sisters of the Good Shepherd; Certified Public Accountant; former Vice President, Chief Financial Officer, Treasurer, Secretary, and Director, Andersen Windows, a large privately-held manufacturer of wood windows; former Director, Protection Mutual Insurance Company, an international property and casualty insurer; First American Funds Complex: 2 registered investment companies, including 8 portfolios Diversified Real Asset Income Fund (investment company)

 

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Name, Address, and Year of Birth Position
Held with
the Fund
Term of Office and Length of Time Served Principal Occupation During
Past 5 Years and Other
Relevant Experience1
Number of
Portfolios in Fund Complex Overseen
by Director
Other Directorships
Held by Director2
      Independent Director, First American Fund Complex since 1993    
           

Richard K. Riederer

P.O. Box 1329

Minneapolis, MN

55440-1329

(1944)

 

Director Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since August 2001 Owner and Chief Executive Officer, RKR Consultants, Inc., a consulting company providing advice on business strategy, mergers and acquisitions; former Director, Cliffs Natural Resources, Inc.; Certified Financial Analyst; non-profit board member; former Chief Executive Officer and President, Weirton Steel Corporation; former Vice President and Treasurer, Harnischfeger Industries, a capital machinery manufacturer; former Treasurer and Director of Planning, Allis Chalmers Corporation, an equipment manufacturing company; former Chairman, American Iron & Steel Institute, a North American steel industry trade association; Independent Director, First American Fund Complex since 2001 and Firstar Funds 1988-2001 First American Funds Complex: 2 registered investment companies, including 8 portfolios Diversified Real Asset Income Fund (investment company)
           

James M. Wade

P.O. Box 1329

Minneapolis, MN

55440-1329

(1943)

Director Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since August 2001 Owner and President, Jim Wade Homes, a homebuilding company; formerly, Vice President and Chief Financial Officer, Johnson Controls, Inc.; Independent Director, First American Fund Complex since 2001 and Firstar Funds 1988-2001 First American Funds Complex: 2 registered investment companies, including 8 portfolios Diversified Real Asset Income Fund (investment company)
           

 

 

1Includes 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.

2Includes 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

President Re-elected by the Board annually; President of FAF since June 2014; Vice Chief Executive Officer and President, U.S. Bancorp Asset Management, Inc. since June 2014; Chief Operating Officer, U.S. Bancorp Asset Management, Inc. from August 2012 through June 2014; Head of Operations, Technology and Treasury, U.S. Bancorp

 

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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

Minneapolis, MN 55402

(1972) 1

  President of FAF from January 2011 through June 2014 Asset Management, Inc. from January 2011 through July 2012
       

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. since August 2012; Head of Investments, U.S. Bancorp Asset Management, Inc. from January 2011 through July 2012
       

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. since September 2014; Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc. from January 2011 through September 2014
       

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. since September 2014; prior thereto, Senior Fund Accountant, 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.
       

Gayle M. Kasmani

U.S. Bancorp Asset
Management, Inc.

800 Nicollet Mall

Minneapolis, MN 55402

(1948) 1

Anti-Money Laundering Officer Re-elected by the Board annually; Anti-Money Laundering Officer of FAF since April 2015 Compliance Manager, U.S. Bancorp Asset Management, Inc.
       

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.
       

 

1Messrs. Thole, Palmer, Smith, Ertel and Cloutier and Mses. Stevenson, Mayr and Kasmani are each officers and/or employees of U.S. Bancorp Asset Management, Inc., which serves as investment advisor and administrator for FAF.

 

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

 

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

 

Standing Committees of the Board of Directors

 

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

 

 

Committee Function

Committee Members

Number of Fund Complex Committee Meetings Held During FAF’s Fiscal Year Ended 8/31/16
       
Audit
Committee
The purposes of the Committee are (1) to oversee the Funds’ accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers; (2) to oversee the quality of the Funds’ financial statements and the independent audit thereof; (3) to assist Board oversight of the Funds’ compliance with legal and regulatory requirements; and (4) to act as a liaison between the Funds’ independent auditors and the full Board. The Audit Committee, together with the Board, has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for shareholder approval in any proxy statement).

Roger A. Gibson (Chair)
David K. Baumgardner1
Mark E. Gaumond1

Leonard W. Kedrowski

Richard K. Riederer

James M. Wade

3

 

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  Committee Function Committee Members Number of Fund Complex Committee Meetings Held During FAF’s Fiscal Year Ended 8/31/16
       
Governance Committee  The Committee has responsibilities relating to (1) Board and Committee composition (including interviewing and recommending to the Board nominees for election as directors; reviewing the independence of all independent directors; reviewing Board composition to determine the appropriateness of adding individuals with different backgrounds or skills; reporting to the Board on which current and potential members of the Audit Committee qualify as Audit Committee Financial Experts; recommending a successor to the Board Chair when a vacancy occurs; consulting with the Board Chair on Committee assignments; and in anticipation of the Board’s request for shareholder approval of a slate of directors, recommending to the Board the slate of directors to be presented for Board and shareholder approval); (2) Committee structure (including, at least annually, reviewing each Committee’s structure and membership and reviewing each Committee’s charter and suggesting changes thereto); (3) director education (including developing an annual education calendar; monitoring independent director attendance at educational seminars and conferences; developing and conducting orientation sessions for new independent directors; and managing the Board’s education program in a cost-effective manner); and (4) governance practices (including reviewing and making recommendations regarding director compensation and director expenses; monitoring director investments in the Funds; monitoring compliance with director retirement policies; reviewing compliance with the prohibition from serving on the board of directors of mutual funds that are not part of the Fund Complex; if requested, assisting the Board Chair in overseeing self-evaluation process; in collaboration with outside counsel, developing policies and procedures addressing matters which should come before the Committee in the proper exercise of its duties; reviewing applicable new industry reports and “best practices” as they are published; reviewing and recommending changes in Board governance policies, procedures and practices; reporting the Committee’s activities to the Board and making such recommendations; reviewing and, as appropriate, recommending that the Board make changes to the Committee’s charter).

Richard K. Riederer (Chair)

David K. Baumgardner1
Mark E. Gaumond1

Roger A. Gibson

Leonard W. Kedrowski

James M. Wade

 

6

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

 

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

 

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

 

·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;

 

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·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 the Fund Complex, including in each case the value of fund shares elected by Directors in the Directors’ deferred compensation plan. The dollar range disclosed is based on the value of the securities as of December 31, 2015.

 

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

 

 

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

 

As of September 30, 2016, 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 Director has served in their role as Director of the Funds since at least October 2006 with the exception of Messrs. Baumgardner and Gaumond who were appointed effective January 1, 2016. Each Director is knowledgeable or will become knowledgable regarding the Funds’ business and service provider arrangements. In addition, each Director other than Messrs. Baumgardner and Gaumond, has served for a number of years as a director of other funds in the Fund Complex, as indicated in the “Independent Directors” table above. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies and other complex enterprises and organizations; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills, diversity and experience on the Board. The Board believes that, collectively, the Directors have balanced and diverse qualifications, skills, experiences, and attributes, which allow the Board to operate effectively in governing the Funds and protecting the interests of shareholders. Information about the specific qualifications, skills, experiences, and attributes of each Director, which

 

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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. Prior to January 1, 2016, Directors were paid an annual retainer of $145,000 ($217,500 in the case of the Chair). The Audit Committee Chair and Governance Committee Chair each received an additional annual retainer of $11,250. Prior to Prior to January 1, 2015, Directors were paid an annual retainer of $120,000 ($198,750 in the case of the Chair). The Audit Committee Chair and the Governance Committee Chair each received an additional annual retainer of $11,250.

 

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, 2016. Total compensation reflected does not include the portion of the annual retainer and any additional annual retainer attributable to Mount Vernon Trust, which is paid to Directors by USBAM. No executive officer or affiliated person of FAF received any compensation from FAF in excess of $60,000 during such fiscal period.

 

Compensation during Fiscal Year Ended August 31, 2016

 

Name of Person, Position

Aggregate Compensation From

Registrant

Pension or Retirement Benefits Accrued as Part of Fund Expenses

Estimated Annual Benefits Upon Retirement

Total Compensation from Registrant and Fund Complex Paid to Directors

         
David K. Baumgardner, Director1 $ 91,916 -0- -0- $ 91,916
Mark E. Gaumond, Director1 91,916 -0- -0- 91,916
Roger A. Gibson, Director 143,439 -0- -0- 143,439
Leonard W. Kedrowski, Chair 199,355 -0- -0- 199,355
Richard K. Riederer, Director 141,767 -0- -0- 141,767
James M. Wade, Director 131,975 -0- -0- 131,975
         

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

 

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.

 

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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, 2016, U.S. Bancorp and its subsidiaries had consolidated assets of $421 billion, consolidated deposits of $300.4 billion and shareholders’ equity of $46.1 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.

 

Prior to October 30, 2008, the Advisor had contractually agreed to waive fees and reimburse other fund expenses, so that total fund operating expenses (excluding fees paid for participation in the U.S. Department of the Treasury’s Temporary Guarantee Program for Money Market Funds), as a percentage of average daily net assets, would not exceed certain amounts through October 31, 2009. Effective October 30, 2008, for Treasury Obligations Fund and December 22, 2008, for each other Fund, the Board approved the termination of these fee waivers and reimbursements. However, the Advisor agreed to waive or reimburse certain fees and expenses, and the Board approved the suspension or reduction of 12b-1 payments, as needed, in order to maintain a yield for each share class of each Fund of at least 0%. These waivers and reimbursements by the Advisor are voluntary and may be terminated at any time by the Advisor, unless otherwise set forth in the Prospectuses. 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.

 

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The Advisor has contractually agreed to limit fund expenses, so that total fund operating expenses, as a percentage of average daily net assets, do not exceed certain amounts through October 31, 2017.

 

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, 2014, August 31, 2015 and August 31, 2016.

 

 

Fiscal Year Ended

August 31, 2014

Fiscal Year Ended

August 31, 2015

Fiscal Year Ended

August 31, 2016

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 $ 16,841,617 $ 12,766,728 $ 18,636,497 $ 17,137,706 $ 19,720,746 $ 19,720, 746
             
Institutional Prime Obligations Fund 10,489,443 10,489,443 11,515,874 11,515,874 10,296,332 10,296,332
             
Retail Prime Obligations Fund* N/A N/A N/A N/A 224,136 224,136
             
Retail Tax Free Obligations Fund 718,291 134,265 759,645 0 745,002 233,370
             
Treasury Obligations Fund 7,973,256 4,974,712 8,340,968 6,072,448 8,513,526 8,493,204
             
U.S. Treasury Money Market Fund 911,274 0 1,043,933 0 1,096,870 924,548
                 

*Retail Prime Obligations Fund commenced operations on July 18, 2016.

 

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.

 

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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.

 

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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, 2016:

 

ADP Broker-Dealer, Inc.

American Enterprise Investment Services, Inc.

Ameriprise Financial Services, Inc.

Bank of New York Mellon (The)

Benefit Plans Administrative Services, Inc.

Benefit Trust Company

Charles Schwab & Co., Inc.

Comerica Bank

Country Trust Bank

Digital Retirement Solutions, Inc.

ExpertPlan, Inc.

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

Operations Company, Inc.

Goldman, Sachs & Co.

GWFS Equities, Inc.

Hartford Securities Distribution Company, Inc.

Hightower Securities, LLC

ICMA Retirement Corporation

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

J.M. Lummis Securities, Inc.

J.P. Morgan Securities, LLC

Janney Montgomery Scott LLC

LaSalle Bank National Association

Lincoln Retirement Services Company LLC / AMG Service Corp.

LPL Financial LLC

Marshall & Ilsley Trust Company, N.A.

Massachusetts Mutual Life Insurance Company

Mercer HR Outsourcing LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 

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Merriman Curhan Ford & Co.

Mid Atlantic Capital Corporation

MSCS Financial Services, LLC

My Treasury Limited

Nationwide Financial Services, Inc.

Newport Retirement Services, Inc.

Pershing LLC

Piper Jaffray & Company

Principal Life Insurance Company

RBC Dain Rauscher, Inc.

Reliance Trust Company

Robert W. Baird & Co., Inc.

State Street Global Markets

SunGard Institutional Brokerage, Inc.

SVB Asset Management

TD Ameritrade Trust Company

TIAA-CREF Individual & Institutional Services, LLC

Treasury Curve, LLC

U.S. Bancorp Fund Services, LLC

U.S. Bancorp Investments, Inc.

U.S. Bank, N.A.

Union Bank, N.A.

VALIC Retirement Services Company

Wells Fargo Securities, LLC

Wilmington Trust Company

Wilmington Trust Retirement and Institutional Services Company

 

Any additions, modification or deletions to the list of Intermediaries identified above that have occurred since September 30, 2016, 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 (“USBFS”), 615 East Michigan Street, Milwaukee, WI 53202, pursuant to a Sub-Administration Agreement dated July 1, 2005 whereby USBFS provides various sub-administration services. USBFS is a wholly-owned subsidiary of U.S. Bancorp.

 

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, 2014, August 31, 2015, and August 31, 2016:

 

Fund

Fiscal Year Ended

August 31, 2014

Fiscal Year Ended
August 31, 2015
Fiscal Year Ended
August 31, 2016
       
Government Obligations Fund $   30,993 $  938,108 $ 16,789,233
       
Institutional Prime Obligations Fund 5,493,468 8,300,565 11,094,297

 

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Fund

Fiscal Year Ended
August 31, 2014

Fiscal Year Ended
August 31, 2015

Fiscal Year Ended
August 31, 2016

       
Retail Prime Obligations Fund* N/A N/A 234,384
       
Retail Tax Free Obligations Fund 8,456 0 295,537
       
Treasury Obligations Fund 708 65,687 7,221,813
       
U.S. Treasury Money Market Fund 0 0 786,398
       

* Retail Prime Obligations Fund commenced operations on July 18, 2016.

 

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 G, Class T, and Class Y shares. The Shareholder Service Plan and Agreement was amended effective February 22, 2006, to add Class V shares.

 

In the Shareholder Services Plan and Agreement, USBAM agreed that the services provided thereunder will in no event be primarily intended to result in the sale of Fund shares. Pursuant to the Shareholder Service Plan and Agreement, the Funds have agreed to pay USBAM a fee at an annual rate of 0.25% of the average net asset value of the Class A, Class D, Class G, 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, 2014, August 31, 2015, and August 31, 2016 the Funds paid to USBAM shareholder servicing fees, after waivers, in the following amounts:

 

Fiscal Year Ended August 31, 2014

 

Class A

Class D

Class T

Class Y

Class G


Class V
Government Obligations Fund -- -- N/A -- N/A --
Institutional Prime Obligations Fund -- -- -- -- N/A --
Retail Prime Obligations Fund* N/A N/A N/A N/A N/A N/A
Retail Tax Free Obligations Fund -- -- N/A -- N/A --
Treasury Obligations Fund -- -- N/A -- -- --
U.S. Treasury Money Market Fund -- -- N/A -- N/A --
           

Fiscal Year Ended August 31, 2015

 

 

Class A

Class D

Class T

Class Y

Class G


Class V
Government Obligations Fund -- -- N/A -- N/A --
Institutional Prime Obligations Fund -- -- -- -- N/A --
Retail Prime Obligations Fund* N/A N/A N/A N/A N/A N/A
Retail Tax Free Obligations Fund -- -- N/A -- N/A --
Treasury Obligations Fund -- -- N/A -- -- --
U.S. Treasury Money Market Fund -- -- N/A -- N/A --

 

Fiscal Year Ended August 31, 2016

 

 

Class A

Class D

Class T

Class Y

Class G


Class V
Government Obligations Fund $  136,909 $ 3,263,067 N/A $ 5,599,998 N/A $ 819,298
Institutional Prime Obligations Fund 1,463,102 733,762 $ 814,045 4,937,988 N/A 161,251
Retail Prime Obligations Fund* 249,283 N/A 2 284,150 N/A 1
Retail Tax Free Obligations Fund 7,658 15,139 N/A 131,453 N/A 2,486
Treasury Obligations Fund 155,954 1,707,682 N/A 1,822,628 $ 87,234 379,147
U.S. Treasury Money Market Fund -- 9,624 N/A 59,075 N/A 7,945

 

*Retail Prime Obligations Fund commenced operations on July 18, 2016.

 

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Transfer Agent

 

USBFS serves as the Funds’ transfer agent pursuant to a Transfer Agency and Shareholder Servicing Agreement between USBFS 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 USBFS for out-of-pocket expenses incurred in providing transfer agent services.

 

During the fiscal years ended August 31, 2014, August 31, 2015, and August 31, 2016, the Funds paid to USBFS transfer agent fees in the following amounts:

 

  

Fiscal Year Ended

August 31, 2014

 

Fiscal Year Ended

August 31, 2015

 

Fiscal Year Ended

August 31, 2016

                
Government Obligations Fund  $108,000   $108,000   $115,500 
Institutional Prime Obligations Fund   126,812    126,000    133,500 
Retail Prime Obligations Fund*    N/A    N/A    7,812 
Retail Tax Free Obligations Fund   108,000    108,000    108,000 
Treasury Obligations Fund   126,000    126,000    133,500 
U.S. Treasury Money Market Fund   108,000    108,000    108,000 

 

*Retail Prime Obligations Fund commenced operations on July 18, 2016.

 

Distributor

 

Quasar Distributors, LLC serves as the distributor for the Funds’ shares pursuant to distribution agreements applicable to the various share classes. These agreements are referred to collectively as the “Distribution Agreements.” The Distributor is a wholly owned subsidiary of U.S. Bancorp.

 

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

 

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

 

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

 

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

 

The Distributor received the following compensation from the Funds during the Funds’ most recent fiscal year ended August 31, 2016:

  

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Fiscal Year Ended August 31, 2016

 

 

 

Fund

Net Underwriting Discounts and Commissions Compensation on Redemptions and Repurchases

 

Brokerage Commissions

 

Other
Compensation1

         
Government Obligations Fund None None None None
         
Institutional Prime Obligations Fund None None None 663
         
Retail Prime Obligations Fund None None None 266
         
Retail Tax Free Obligations Fund2 None None None None
         
Treasury Obligations Fund None None None None
         
U.S. Treasury Money Market Fund None None None None
           
1Primarily 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.
2Retail Prime Obligations Fund commenced operations on July 18, 2016.

 

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

 

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

 

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

 

The Class G shares pay to the Distributor a distribution fee at an annual rate of 0.50% of the average daily net assets of the Class G shares. The fee may be used by the Distributor to compensate brokers for providing distribution-related services with respect to the Class G shares. This fee is calculated and paid each month based on average daily net assets of Class G shares of the Treasury Obligations Fund for that month.

 

The Plan recognizes that the Distributor, any Participating Institution, the Administrator, and the Advisor, in their discretion, may from time to time use their own assets to pay for certain additional costs in connection with the distribution or shareholder servicing of Class A, Class D, and Class G shares of the Funds. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor, any Participating Institution, the Administrator, or the Advisor at any time.

 

As reflected in the following table, the Funds paid the following 12b-1 fees to the Distributor with respect to the Class A shares, Class D shares, and Class G shares of the Funds during the fiscal year ended August 31, 2016. The Board had previously approved the suspension or reduction of 12b-1 payments, as needed, in order to maintain a yield for each share class of each Fund of at least 0%. 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 T shares, Class V shares, Class X shares, Class Y shares, and Class Z shares.

 

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Fund

  Total 12b-1
Fees Paid to
Distributor
  Amount
Retained by
Distributor1
 

Compensation Paid
to Participating
Intermediaries

 

Other

                     
Government Obligations Fund                    
Class A  $      --    $       --   $          --   $  -- 
Class D   --    --    --    -- 
                     
Institutional Prime Obligations Fund                    
Class A   --    --    --    -- 
Class D   663    663    --    -- 
                     
Retail Prime Obligations Fund2                    
Class A   18,689    266    18,423    -- 
                     
Retail Tax Free Obligations Fund                    
Class A   --    --    --    -- 
Class D   --    --    --    -- 
                     
Treasury Obligations Fund                    
Class A   --    --    --    -- 
Class D   --    --    --    -- 
Class G   --    --    --    -- 
                     
U.S. Treasury Money Market Fund                    
Class A   --    --    --    -- 
Class D   --    --    --    -- 

 

 

1The amounts retained by the Distributor are used to pay for various distribution and shareholder servicing expenses, including advertising, marketing, wholesaler support, and printing prospectuses.
2Retail Prime Obligations Fund commenced operations on July 18, 2016.

 

Custodian and Independent Registered Public Accounting Firm

 

Custodian

 

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

 

As compensation for its services as custodian to the Funds, the Custodian is paid a monthly fee calculated on an annual basis equal to 0.005% of each such Fund’s average daily net assets. In addition, the Custodian is reimbursed for its out-of-pocket expenses incurred while providing services to the Funds. The Custodian continues to serve so long as its appointment is approved at least annually by the Board including a majority of the Directors who are not “interested persons” of FAF, as that term is defined in the 1940 Act.

 

Independent Registered Public Accounting Firm

 

Ernst & Young LLP, 155 North Wacker Drive, Chicago, Illinois, 60606, 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

 

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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, 2016 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 more than one offer or bid on purchases and sales of securities to the extent they are available. The Advisor may, however, select a dealer to effect a particular transaction without communicating with all dealers who might be able to effect such transaction because of the volatility of the market and the Advisor’s desire to accept a particular price for a security because the price offered by the dealer meets the Advisor’s guidelines for profit, yield, or both. While it is the Advisor’s policy to seek the most advantageous price on each transaction, there is no assurance it will be successful in doing so on every transaction.

 

When consistent with the best execution objectives described above, business may be placed with broker-dealers who furnish brokerage and research products and services to the Advisor. Such brokerage and research products and services would include advice, both directly and in writing, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities, as well as analyses and reports concerning issues, industries, securities, economic factors and trends and portfolio strategy. The research products and services may allow the Advisor to supplement its own investment research activities and enable it to obtain the views and information of individuals and research staffs of many different securities firms prior to making investment decisions for the 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

 

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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, 2016, the following Funds held 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) in the following amounts (in thousands) (Government Obligations Fund, Treasury Obligations Fund, Retail Tax Free Obligations Fund and U.S. Treasury Money Market Fund held no such securities):

 

  INSTITUTIONAL
PRIME
OBLIGATIONS
FUND

RETAIL PRIME
OBLIGATIONS
FUND

Canadian Imperial Bank of Commerce (certificates of deposit) $200,000 $30,000
HSBC Investment Bank (certificates of deposit)   10,002

 

Capital Stock

 

Each share of the Funds’ $.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 September 30, 2016, 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.

 

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Table of Contents

 

Class A

Class D

Class G

Class T

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

93.75%              
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

  100.00%            
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

     

 

 

99.82%      
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

          72.72%    
                 

US BANK N A CUST

FBO FIRST AMERICAN C/C

ATTN: WILLY BLOOM

1555 N RIVERCENTER DR STE 302

          24.67%    
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

            83.17%  
                 

US BANK NA

FBO INVESTMENT SWEEP

ATTN: TINA EUMURIAN

800 NICOLLET AVE BC-MN-H18U

MINNEAPOLIS MN 55402-7000

            13.95%  
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

              77.02%
                 

HARE & CO

ATTN FRANK NOTARO

111 SANDERS CREEK PKWY

EAST SYRACUSE, NY 13057-1382

              12.47%
                 
INSTITUTIONAL PRIME OBLIGATIONS FUND                
                 

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

67.10%              
                 
PIPER JAFFRAY INC 22.76%              

 

 34

 

Table of Contents

 

Class A

Class D

Class G

Class T

Class V Class X

Class Y

Class Z

SPECIAL CUSTODY ACCT FOR THE

EXCLUSIVE BENEFIT OF CUSTOMERS

ATTN MUTUAL FUND OPERATIONS

800 NICOLLET MALL

MINNEAPOLIS MN 55402

             
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

7.37%              
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

  100.00%            
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

      97.55%        
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

        99.97%      
                 

US BANCORP ASSET MANAGEMENT INC

800 NICOLLET MALL FL 4

MINNEAPOLIS MN 55402-7000

          100.00%    
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

            97.07%  
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

              91.08%
                 

PIPER JAFFRAY INC

SPECIAL CUSTODY ACCT FOR THE

EXCLUSIVE BENEFIT OF CUSTOMERS

ATTN MUTUAL FUND OPERATIONS

800 NICOLLET MALL

MINNEAPOLIS MN 55402

              5.09%
                 
RETAIL PRIME OBLIGATIONS FUND                
                 

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

94.53%              
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

5.43%              

 

 35

 

Table of Contents

 

Class A

Class D

Class G

Class T

Class V Class X

Class Y

Class Z

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

      100.00%        
                 

US BANCORP ASSET MANAGEMENT INC

800 NICOLLET MALL FL 4

MINNEAPOLIS MN 55402-7000

        94.53%      
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

        5.47%      
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

          94.15%    
                 

US BANCORP ASSET MANAGEMENT INC

800 NICOLLET MALL FL 4

MINNEAPOLIS MN 55402-7000

          5.85%    
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

            98.97%  
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

              99.82%
                 
RETAIL TAX FREE OBLIGATIONS FUND                
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

60.33%              
                 

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

36.51 %              
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

        100.00%      
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

            99.95%  

 

 36

 

Table of Contents

 

Class A

Class D

Class G

Class T

Class V Class X

Class Y

Class Z

PO BOX 1787

MILWAUKEE WI 53201-1787

               
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

              56.97%
                 

FANDL & CO

C/O FOLEY & LARDNER

TRUST ACCOUNTING

777 E WISCONSIN AVE STE 3200

MILWAUKEE WI 53202-5367

              43.03%
                 
TREASURY OBLIGATIONS FUND                
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

97.73%              
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

  100.00%            
                 

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

    63.65%          
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

    36.35%          
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

        100.00%      
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

          99.98%    
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

            97.33%  
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

              64.54%
                 

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

              22.06%

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Table of Contents

 

Class A

Class D

Class G

Class T

Class V Class X

Class Y

Class Z

                 

HARE & CO

ATTN FRANK NOTARO

111 SANDERS CREEK PKWY

EAST SYRACUSE, NY 13057-1382

              9.56%
                 
U.S. TREASURY MONEY MARKET FUND                
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

93.65%              
                 

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

6.35%              
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

  100.00%            
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

        100.00%      
                 

BAND & CO

C/O US BANK

ATTN ACM DEPT

PO BOX 1787

MILWAUKEE WI 53201-1787

            98.05%  
                 

CALHOUN & CO

COMERICA BANK

ATTN JAMES SEIBERT

411 W LAFAYETTE BLVD

MC 3455

DETROIT, MI 48226-3120

              95.40%

 

Net Asset Value and Public Offering Price

 

The public offering price of the shares of a Fund generally equals the Fund’s net asset value. The net asset value per share of a Fund is calculated on each day the Fund is open for business at the time indicated in the Fund’s 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, 2016, the net asset value per share for each Fund was calculated as set forth below.

 

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Table of Contents

 

 

Fund

 

 

Net Assets

 

Shares

Outstanding

 

Net Asset

Value Per Share

             
Government Obligations Fund            
Class A   $  199,472,292   199,471,959   $1.00
Class D   4,020,896,632   4,020,889,665   1.00
Class V   1,202,026,046   1,202,023,918   1.00
Class X   678,223,805   678,222,605   1.00
Class Y   7,393,766,191   7,393,753,923   1.00
Class Z   11,097,263,704   11,097,243,899   1.00
             
Institutional Prime Obligations Fund            
Class A    635,687,759   635,689,511   1.00
Class D   310,822,903   310,823,892   1.00
Class T   431,631,730   431,632,982   1.00
Class V   184,678,239   184,678,721   1.00
Class X   10,011   10,011   1.00
Class Y   1,120,546,564   1,120,550,397   1.00
Class Z   3,012,019,848   3,012,028,588   1.00
             
Retail Prime Obligations Fund            
Class A    831,018,352   831,018,352   1.00
Class T   6,930   6,930   1.00
Class V   10,001   10,001   1.00
Class X   N/A   N/A   N/A
Class Y   925,567,359   925,567,359   1.00
Class Z   48,334,875   48,334,875   1.00
             
Retail Tax Free Obligations Fund            
Class A    42,973,948   42,971,793   1.00
Class V   1,701,892   1,701,786   1.00
Class Y   289,274,767   289,259,041   1.00
Class Z   62,762,837   62,759,575   1.00
             
Treasury Obligations Fund            
Class A    274,236,850   274,237,607   1.00
Class D   1,970,955,336   1,970,960,391   1.00
Class G   109,328,514   109,328,807   1.00
Class V   556,817,262   556,818,713   1.00
Class X   67,257,587   67,257,770   1.00
Class Y   2,559,848,953   2,559,856,281   1.00
Class Z   4,125,252,180   4,125,264,358   1.00
             
U.S. Treasury Money Market Fund            
Class A    90,778,698   90,769,969   1.00
Class D   94,275,337   94,266,299   1.00
Class V   32,434,796   32,431,603   1.00
Class Y   612,984,243   612,925,393   1.00
Class Z   409,805,962   409,764,611   1.00

 

Valuation of Portfolio Securities

 

With the exception of Institutional Prime Obligations Fund, 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.

 

 39

 

Table of Contents

 

With the exception of Institutional Prime Obligations Fund, 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.” With the exception of Institutional Prime Obligations Fund, 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 other than Institutional Prime Obligations 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, for each Fund other than Institutional Prime Obligations Fund, 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.

 

In the case of the Institutional Prime Obligations Fund, because the Fund is subject to a floating NAV, a sale of Fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on Fund shares.

 

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

 

Under the Code, each Fund is required to withhold 28% of reportable payments (including dividends, capital gain distributions, if any, and redemptions) paid to certain shareholders who have not certified that (i) the social security number or taxpayer identification number supplied by them is correct and (ii) they are not subject to backup withholding because of previous under reporting to the IRS. These backup withholding requirements generally do not apply to shareholders that are corporations or governmental units or certain tax-exempt organizations.

  

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Table of Contents

 

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, other than Institutional Prime Obligations Fund, 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. Except for Institutional Prime Obligations Fund, 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.

 

For Institutional Prime Obligations Fund, the Fund will be deemed to have received a purchase or redemption order once the order is accepted in proper form by the Fund’s transfer agent and the order will be priced at the Fund’s current NAV next determined after it is accepted by the transfer agent.

  

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Table of Contents

 

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.

 

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

  

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Financial Statements

 

The financial statements of FAF included in its Annual Report to shareholders for the fiscal period ended August 31, 2016, are incorporated herein by reference.

 

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Proxy Voting - Fund

 

First American Funds 

Effective Date: 10/4/2016

 

 

 

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

 

·Release Nos. 33-8188, 34-47304, IC-25922: Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies

 

·Company Act: Rule 30b1-4

 

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 Statement 

 

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

 

Compliance Control Procedures 

Conflicts of Interest

 

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

 

Proxy Voting

 

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

 

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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.

 

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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.

 

·If the proxy issue is determined to be material, and the determination is made prior to the shareholder meeting record date the portfolio manager(s) will contact the Securities Lending Department to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it is in the best interest of shareholders to do so.

 

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

 

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Related Policies

 

·Recordkeeping & Retention

 

Related Disclosures

 

·Form N-PX

 

·Registration Statement

 

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Glossary of Standard Terms 

 

Advisor or USBAM U.S. Bancorp Asset Management, Inc.
Board First American Funds, Inc. Board of Directors
CCO Chief Compliance Officer
Company Act Investment Company Act of 1940
Compliance USBAM Compliance
CRIMS Charles River Investment Management System
Employee(s) Includes USBAM permanent employees and temporary or contract employees whose assignments exceed four weeks in a 12 month period.
Exchange Act Securities Exchange Act of 1934
FINRA Financial Industry Regulatory Authority
First American Funds, Funds 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 – First American Funds, Inc. FINRA member distributor
SAI Statement of Additional Information
SEC or Commission U.S. Securities and Exchange Commission
Securities Act Securities Act of 1933
USBFS U.S. Bancorp Fund Services, LLC
USBI or USBII U.S. Bancorp Investments, Inc.

 

 

49 
 

 

FIRST AMERICAN FUNDS, INC.

 

PART C: OTHER INFORMATION

 

Item 28. Exhibits

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

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

 

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

 

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

 

(a)(13) Certificate of Designation dated February 5, 2016 designating Class X shares of Government Obligations Fund, Prime Obligations Fund and Treasury Obligations Fund, 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.*

 

(b)  Bylaws, as amended October 11, 2016.*

 

(c)  Not applicable.

 

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

 

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

 

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

 

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

 

2 

 

 

(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, 2015, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 73, filed on October 30, 2015 (File Nos. 002-74747, 811-03313)).

 

(d)(7)    Expense Limitation Agreement effective April 1, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (d)(7) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)).

 

(d)(8)    Expense Limitation Agreement effective April 5, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (d)(7) to Post-Effective Amendment No. 77, filed on April 5, 2016 (File Nos. 002-74747, 811-03313)).

 

(d)(9)    Expense Limitation Agreement effective June 1, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (d)(9) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)).

 

(d)(10)  Expense Limitation Agreement effective June 30, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (d)(10) to Post-Effective Amendment No. 82, filed on June 30, 2016 (File Nos. 002-74747, 811-03313)).

 

(d)(11)  Expense Limitation Agreement effective October 14, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc.*

 

(e)(1)    Distribution Agreement dated July 1, 2007, between Registrant and Quasar Distributors, LLC (Incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).

 

(e)(2)    Form of Dealer Agreement (Incorporated by reference to Exhibit (e)(2) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).

 

(f)  Not applicable.

 

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

 

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

 

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

 

3 

 

 

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

 

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

 

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

 

(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)    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)(5)    Amended Shareholder Service Plan and Agreement effective July 1, 2005, as further amended effective February 22, 2006, between Registrant and U.S. Bancorp Asset Management, Inc. for Class A, Class D, Class I, Class Y, Institutional Investor, and Reserve shares (Incorporated by reference to Exhibit (h)(5) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).

 

(h)(6)    Securities Lending Agreement dated January 1, 2007, by and between First American Funds, Inc. - Government Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(8) to Post-Effective Amendment No. 60, filed on October 31, 2008 (File Nos. 002-74747, 811-03313)).

 

(h)(7)    Amendment to Securities Lending Agreement effective January 1, 2011, by and between First American Funds, Inc. – Government Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(8) to Post-Effective Amendment No. 67, filed on October 30, 2012 (File Nos. 002-74747, 811-03313)).

 

(h)(8)    Securities Lending Agreement dated January 1, 2007, by and between First American Funds, Inc. - Treasury Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(9) to Post-Effective Amendment No. 60, filed on October 31, 2008 (File Nos. 002-74747, 811-03313)).

 

(h)(9)    Amendment to Securities Lending Agreement effective January 1, 2011, by and between First American Funds, Inc. – Treasury Obligations Fund and U.S. Bank National Association

 

4 

 

 

(Incorporated by reference to Exhibit (h)(10) to Post-Effective Amendment No. 67, filed on October 30, 2012 (File Nos. 002-74747, 811-03313)).

 

(h)(10)  Securities Lending Agreement dated October 1, 2011, by and between First American Funds, Inc. – Prime Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(9) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).

 

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

 

(j)    Consent of Ernst & Young LLP.*

 

(k)   Not applicable.

 

(l)    Not applicable.

 

(m)(1)    Amended and Restated Distribution and Service Plan effective September 19, 2006, for Class A, Class B, Class C, Class D, and Reserve shares (Incorporated by reference to Exhibit (m) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).

 

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

 

(n)   Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, effective October 11, 2016.*

 

(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 (Incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 75, filed on February 5, 2016 (File Nos. 002-74747, 811-03313)).

 

(p)(3)    Quasar Distributors, LLC Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 (Incorporated by reference to Exhibit (p)(3) to Post-Effective Amendment No. 73, filed on October 30, 2015 (File Nos. 002-74747, 811-03313)).

 

(q)         Power of Attorney dated September 21, 2016.*

 

*           Filed herewith.

 

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

 

Not applicable.

 

5 

 

 

Item 30. Indemnification

 

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

 

Item 31. Business and Other Connections of the Investment Adviser

 

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

 

6 

 

 

 

Name and Address

Principal Occupation(s) During the Past Two Years 

Eric J. Thole 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Chief Executive Officer and President, U.S. Bancorp Asset Management, Inc. since June 2014; prior thereto, Chief Operating Officer, U.S. Bancorp Asset Management, Inc.; Director, U.S. Bancorp Asset Management, Inc.; President, FAF and Mount Vernon since June 2014; prior thereto, Vice President, FAF and Mount Vernon

James D. Palmer 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Chief Investment Officer, U.S. Bancorp Asset Management, Inc. since August 2012; Director, U.S. Bancorp Asset Management, Inc. since June 2014; Vice President, FAF and Mount Vernon since June 2014

Richard J. Ertel 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Director, Chief Counsel and Secretary, U.S. Bancorp Asset Management, Inc.; Secretary, FAF and Mount Vernon

Jill M. Stevenson 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Mutual Funds Treasurer and Head of Operations, U.S. Bancorp Asset Management, Inc. since September 2014; prior thereto, Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc.; Treasurer, FAF and Mount Vernon

Louis G. Martine 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Head of Distribution, U.S. Bancorp Asset Management, Inc.

Kenneth L. Delecki 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Head of Securities Lending, U.S. Bancorp Asset Management, Inc.

Scott F. Cloutier 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Senior Corporate Counsel, U.S. Bancorp Asset Management, Inc.; Assistant Secretary, FAF and Mount Vernon

Ruth M. Mayr 

U.S. Bancorp Asset Management, Inc. 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Chief Compliance Officer, U.S. Bancorp Asset Management, Inc.; Chief Compliance Officer, FAF and Mount Vernon

Brett E. Scribner 

U.S. Bank National Association 

800 Nicollet Mall 

Minneapolis, MN 55402

 

Senior Vice President, U.S. Bancorp Asset Management, Inc.; Corporate Tax Director, U.S. Bank National Association

  

7 

 

 

Item 32. Principal Underwriters

  

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

 

1919 Funds Fiera Capital Funds Perritt Funds, Inc.
Abbey Capital Futures Strategy Fund First American Funds, Inc. PIA Funds
AC One China Fund First State Funds Poplar Forest Funds
ACSI Funds Fort Pitt Capital Group, Inc. Port Street Funds
Academy Asset ETF Funds Fulcrum Funds Primecap Odyssey Funds
Academy Fund Trust Fund X Funds Prospector Funds
Advantus Mutual Funds Geneva Advisors Funds Provident Mutual Funds, Inc.
Aegis Funds Glenmede Fund, Inc. Pzena Funds
Akre Funds Glenmede Portfolios Rainier Funds
Allied Asset Advisors Funds GoodHaven Funds Rareview Funds
Alpha Architect Funds Great Lakes Funds RBC Funds Trust
Alpha Funds Greenspring Fund Reinhart Funds
AlphaClone ETF Fund Green Square Capital RiverNorth Funds
AlphaMark ETFs Harding Loevner Funds Rockefeller Funds
Alpine Equity Trust Hennessy Funds Trust Scharf Funds
Alpine Income Trust Hodges Funds Schneider Funds
Alpine Series Trust Hood River Funds Schooner Investment Group
Altair Smaller Companies Fund Horizon Investment Funds Scotia Funds
American Trust Hotchkis & Wiley Funds Semper Funds
Amplify ETFs Huber Funds Shenkman Funds
Angel Oak Funds Infinity Q Funds SIMS Total Return Fund
Appleton Partners Inc Infusive Funds Smith Group Funds
Aptus ETF Intelligration Snow Capital Family of Funds
Ballantyne ETF Intrepid Capital Management Soundwatch Fund
Barrett Growth Fund IronBridge Funds Spencer Capital Funds
Barrett Opportunity Fund Jackson Square Partners Stone Ridge Trust I
Becker Value Equity Fund Jacob Funds, Inc. Stone Ridge Trust II
Bogle Investment Management Jensen Funds Stone Ridge Trust III
Boston Common Funds Kellner Funds Stone Ridge Trust IV
Boston Partners Fund Kensho ETFs Stone Ridge Trust V
Bramshill Funds Kirr Marbach Partners Funds, Inc Summit Global Funds
Bridge Builder Trust Lawson Kroeker Funds Thomas White Funds
Bridge City Capital LKCM Funds Thompson IM Funds, Inc.
Bridges Investment Fund, Inc. LoCorr Investment Trust Tiedemann Funds
Bright Rock Funds Logan Capital Funds Torray Funds
Brookfield Investment Funds Loncar ETFs TorrayResolute Funds
Brown Advisory Funds Lyxor Asset Management Funds Tortoise Funds
Buffalo Funds MainGate MLP Funds Trillium Funds
Bushido Funds Marketfield Fund TrimTabs ETF
CAN SLIM Select Growth Fund Matrix Asset Advisors, Inc. Trust and Fiduciary Management
Capital Advisors Funds Matson Money Funds Services ETF
CG Funds Trust Mar Vista Funds Tygh Capital Management
Chase Funds MD Sass US Global ETFs
Coho Partners Monetta Trust USA Mutuals Funds
Coldstream Funds Morgan Dempsey Funds USCA Shield Fund
Collins Capital Funds Muhlenkamp Fund Validea Funds
Congress Funds Muzinich Funds Victory Portfolios II
Consilium Funds Nicholas Funds Vident Funds
Convergence Funds Nuance Funds Villere & Co.
Cove Street Capital Funds Oakhurst Funds Wasmer Schroeder Funds
Cushing Funds Oaktree Funds WBI Funds
Davidson Funds Orinda Funds Weiss Multi-Strategy Funds
Dearborn Funds O’Shaughnessy Funds Welton Partners
Diamond Hill Osterweis Funds Westchester Capital Funds
DoubleLine Funds Otter Creek Funds Wisconsin Capital Funds, Inc.
Edgar Lomax Value Fund Pension Partners Funds YCG Funds
Evercore Equity Fund Permanent Portfolio Funds Zevenbergen Capital Investment
Evermore Global Investors Trust Pemberwick Funds Funds


The board members and officers of Quasar Distributors, LLC and their positions or offices with the Registrant are identified in the following table. Unless otherwise noted, the business address

 

8 

 

 

for each board member or officer is Quasar Distributors, LLC 615 East Michigan Street, Milwaukee, WI 53202.

 

Name 

 

Position and Offices 

with Underwriter 

 

Position and Offices

with Registrant

James R. Schoenike   President, Board Member, General Securities Principal and FINRA Executive Officer   None
Joseph Neuberger   Board Member   None
Robert Kern
777 East Wisconsin Avenue
Milwaukee, WI 53202
  Board Member   None
Peter Hovel   Chief Financial Officer   None
Susan L. LaFond   Vice President and Treasurer   None

Brett E. Scribner 

800 Nicollet Mall 

Minneapolis, MN 55402

 

  Assistant Treasurer   None

Andrew M. Strnad 

6602 E. 75th Street 

Indianapolis, IN 46250

 

  Vice President and Secretary   None
Teresa Cowan   Senior Vice President, Assistant Secretary, General Securities Principal and Chief Compliance Officer   None

 

 Item 33.   Location of Accounts and Records

 

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

 

Item 34. Management Services

 

Not applicable.

 

Item 35. Undertakings

 

Not applicable.

 

9 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and 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 1 4 th day of October, 2016.

 

  FIRST AMERICAN FUNDS, INC.
     
  By:        /s/ Eric J. Thole
    Eric J. Thole, President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated and on October 1 4 , 2016.

 

SIGNATURE   TITLE
     
/s/ Eric J. Thole   President
Eric J. Thole  
     
/s/ Jill M. Stevenson   Treasurer (principal financial/accounting officer)
Jill M. Stevenson  
     
*   Director
David K. Baumgardner  
     
*   Director
Mark E. Gaumond  
     
*   Director
Roger A. Gibson  
     
*   Chair
Leonard W. Kedrowski  
     
*   Director
Richard K. Riederer  
     
*   Director
James M. Wade  

 

* Richard J. Ertel, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Directors of First American Funds, Inc. pursuant to the powers of attorney duly executed by such persons.

 

By: /s/ Richard J. Ertel Attorney-in-Fact
  Richard J. Ertel

 

 

10 
 

 

Index to Exhibits

 

Exhibit Number   Name of Exhibit
(a)(15)   Certificate of Designation dated October 11, 2016
(b)   Amended Bylaws
(d)(11)   Expense Limitation dated October 14, 2016
(i)   Opinion and Consent of Dorsey & Whitney LLP
(j)   Consent of Ernst & Young LLP
(n)   Amended and Restated Multiple Class Plan 18f-3
(p)(1)   Funds’ Code of Ethics
(q)(1)   Power of Attorney dated September 21, 2016

 

11 


 Exhibit 99(a)(15)

 

FIRST AMERICAN FUNDS, INC.

 

CERTIFICATE OF DESIGNATION

 

PURSUANT TO MINNESOTA STATUTES,
SECTION 302A.401, SUBD.3

 

The undersigned, being the duly elected Secretary of First American Funds, Inc., a Minnesota corporation (the “Fund”), 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 Fund on October 11, 2016:

 

Renaming of Certain Series and Classes

 

WHEREAS, the Board of Directors of First American Funds, Inc. (“FAF”) previously approved changes to the names of certain existing share classes of certain series of FAF;

 

WHEREAS, management of FAF has recommended that the names of certain existing series of FAF also be changed; and

 

WHEREAS, such changes to the names of such share classes and series are to become effective on October 14, 2016 (the “Effective Date”).

 

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series B, currently known as Prime Obligations Fund, will be known as Institutional Prime Obligations Fund on the Effective Date.

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series F, currently known as Tax Free Obligations Fund, will be known as Retail Tax Free Obligations Fund on the Effective Date.

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series B, Class Seven Common Shares, currently known as Prime Obligations Fund, Class I Shares, will be known as Institutional Prime Obligations Fund, Class T Shares on the Effective Date.

  

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series B, Class Nine Common Shares, currently known as Prime Obligations Fund, Institutional Investor Shares, will be known as Institutional Prime Obligations Fund, Class V Shares on the Effective Date.

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series C, Class Six Common Shares, currently known as Government Obligations Fund, Institutional Investor Shares, will be known as Government Obligations Fund, Class V Shares on the Effective Date.

 

 

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series D, Class Six Common Shares, currently known as Treasury Obligations Fund, Reserve Class, will be known as Treasury Obligations Fund, Class G Shares on the Effective Date.

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series D, Class Seven Common Shares, currently known as Treasury Obligations Fund, Institutional Investor Shares, will be known as Treasury Obligations Fund, Class V Shares on the Effective Date.

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series F, Class Seven Common Shares, currently known as Tax Free Obligations Fund, Institutional Investor Shares, will be known as Retail Tax Free Obligations Fund, Class V Shares on the Effective Date.

 

RESOLVED, FURTHER, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, Series I, Class Five Common Shares, currently known as U.S. Treasury Money Market Fund, Institutional Investor Shares, will be known as U.S. Treasury Money Market Fund, Class V Shares on the Effective Date.

 

RESOLVED, FURTHER, that each share of each such series and class shall continue to 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 name changes to certain series and classes 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 By-Laws be amended to reflect such name changes to certain series and classes.

 

RESOLVED, FURTHER, that the Rule 18f-3 Multi-Class Plan of FAF (the “Plan”), as adopted by the Board of Directors on June 14, 1995, as previously amended, be, and the same hereby is, amended to reflect such names changes to the classes 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, to reflect the name changes to such series and classes; 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 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.

 

RESOLVED, FURTHER, that these resolutions supersede the resolutions of the Board adopted on April 29, 2016.

 

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Designation this 11th day of October, 2016.

 

  /s/ Richard J. Ertel
  Richard J. Ertel, Secretary

 

 


Exhibit 99(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.

BYLAWS

OF

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 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 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 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 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”

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.

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 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 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

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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.

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.

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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 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

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(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.

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

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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 3.11 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. 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 3.11. 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.

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

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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

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corporation, including responsibility for negligence and for the accounting of any of the 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

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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 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.

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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, 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;

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(2)records of all proceedings of the Board of Directors for the last three years;
(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”).

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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 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

 

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relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 13.03.

 

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 99(d)(11)

 

EXPENSE LIMITATION AGREEMENT

 

THIS AGREEMENT is effective as of the 14th day of October, 2016, between U.S. Bancorp Asset Management, Inc., as investment advisor (the “Advisor”), and First American Funds, Inc. (“FAF”).

 

WHEREAS, FAF is comprised of multiple investment portfolios (each a “Fund” and, collectively, the “Funds”), each of which offers one or more classes of shares; and

 

WHEREAS, the Advisor wishes to contractually limit fees and reimburse expenses for certain Funds within FAF through October 31, 2017; and

 

WHEREAS, it is in the interests of both the Advisor and the shareholders of the 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, 2017. Thereafter, any expense limit may be changed upon prior notice to FAF’s Board of Directors.

 

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

 

U.S. BANCORP ASSET MANAGEMENT, INC.   FIRST AMERICAN FUNDS, INC.

 

 

 

By:

 

 

 

/s/ Jill M. Stevenson

 

 

 

 

By:

 

 

 

/s/ James D. Palmer

Name: Jill M. Stevenson   Name: James D. Palmer
Title: Head of Operations and Mutual Funds Treasurer   Title: Vice President

 

 

 

 

 
 

Exhibit A

 

Money Market Funds

Annual Operating Expense
Limitation (Net of Acquired Fund Fees and Expenses)

as a Percentage of

Average Daily Net Assets

   
Government Obligations – Class A 0.7500%
Government Obligations – Class D 0.6000%
Government Obligations – Class V 0.3000%
Government Obligations – Class X 0.1400%
Government Obligations – Class Y 0.4500%
Government Obligations – Class Z 0.1800%
   
Institutional Prime Obligations – Class A 0.7500%
Institutional Prime Obligations – Class D 0.6000%
Institutional Prime Obligations – Class T 0.4000%
Institutional Prime Obligations – Class V 0.3000%
Institutional Prime Obligations – Class X 0.1400%
Institutional Prime Obligations – Class Y 0.4500%
Institutional Prime Obligations – Class Z 0.2000%
   
   
Retail Prime Obligations –- Class A 0.7500%
Retail Prime Obligations – Class T 0.4000%
Retail Prime Obligations – Class V 0.3000%
Retail Prime Obligations – Class X 0.1400%
Retail Prime Obligations – Class Y 0.4500%
Retail Prime Obligations – Class Z 0.2000%
   
Retail Tax Free Obligations – Class A 0.7500%
Retail Tax Free Obligations – Class V 0.3000%
Retail Tax Free Obligations – Class Y 0.4500%
Retail Tax Free Obligations – Class Z 0.2000%
   
Treasury Obligations – Class A 0.7500%
Treasury Obligations – Class D 0.6000%
Treasury Obligations – Class G 0.9400%
Treasury Obligations – Class V 0.3000%
Treasury Obligations – Class X 0.1400%
Treasury Obligations – Class Y 0.4500%
Treasury Obligations – Class Z 0.2000%
   
   
US Treasury Money Market – Class A 0.7500%
US Treasury Money Market – Class D 0.6000%
US Treasury Money Market – Class V 0.3000%
US Treasury Money Market – Class Y 0.4500%
US Treasury Money Market – Class Z 0.2000%

 

 


Exhibit 99(i)

 

October 13, 2016

 

First American Funds, Inc. 

800 Nicollet Mall 

Minneapolis, Minnesota 55402

 

Ladies and Gentlemen:

 

We have acted as counsel to First American Funds, Inc., a Minnesota corporation (the “Company”), in rendering the opinion hereinafter set forth with respect to the authorization of the following series and classes of the Company’s common shares, par value $0.01 per share, which are also known by the names set forth opposite their respective series and class designations:

 

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

 

 

 

 

First American Funds 

October 13, 2016

 

Series J, Class One 

Series J, Class Two 

Series J, Class Three 

Series J, Class Four 

Series J, Class Five 

Series J, Class Six 

Retail Prime Obligations Fund, Class A 

Retail Prime Obligations Fund, Class T 

Retail Prime Obligations Fund, Class V 

Retail Prime Obligations Fund, Class X 

Retail Prime Obligations Fund, Class Y 

Retail Prime Obligations Fund, Class Z 

 

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

 

We understand that the Shares are being registered under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, pursuant to the Company’s Registration Statement on Form N-1A (File No. 2-74747) relating to such shares (the “Registration Statement”). In rendering the opinion hereinafter expressed, we have reviewed the corporate proceedings taken by the Company in connection with the authorization and issuance of the Shares, and we have reviewed such questions of law and examined copies of such corporate records of the Company, certificates of public officials and of responsible officers of the Company, and other documents as we have deemed necessary as a basis for such opinion. As to the various matters of fact material to such opinion, we have, when such facts were not independently established, relied to the extent we deemed proper on certificates of public officials and of responsible officers of the Company. In connection with such review and examination, we have assumed that all copies of documents provided to us conform to the originals and that all signatures are genuine.

 

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

 

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

 

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

 

  Very truly yours,
   
  /s/ Dorsey & Whitney LLP

 

CFS

 

 


Exhibit 99(j)

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Financial Highlights” in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference of our report dated October 10, 2016, in the Registration Statement (Form N-1A) of First American Funds, Inc. filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 90 under the Securities Act of 1933 (Registration No. 002-74747).

 

  /s/ Ernst & Young LLP  

Chicago, Illinois 

October 13, 2016

 

 


Exhibit 99(n)

 

 

FIRST AMERICAN FUNDS, INC.

 

Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

 

Effective October 11, 2016

 

I.Preamble.

 

Each of the funds listed below (each a “Fund,” and collectively the “Funds”), each a portfolio of First American Funds, Inc. (the “Company”), has elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”) in offering multiple classes of shares in each Fund:

 

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

  

This Plan sets forth the differences among classes of shares of the Funds, including distribution arrangements, shareholder services, expense allocations, conversion and exchange options, and voting rights.

 

II.Attributes of Share Classes.

 

The attributes of each existing class of the existing Funds (i.e. Class A, Class D, Class G Class T, Class V, Class X, Class Y, and Class Z shares), with respect to distribution arrangements, shareholder services, transfer agency services, recordkeeping services, and conversion and exchange options shall be as set forth in the following materials:

 

A.Prospectuses of the various share classes of the respective Funds in the forms most recently filed with the Securities and Exchange Commission (the “SEC”) prior to the date of this Plan as amended.

 

B.Statement of Additional Information of the Funds in the form most recently filed with the SEC prior to the date of this Plan as amended.

 

C.First American Funds, Inc. Amended and Restated Distribution and Service Plan effective September 19, 2006.

 

D.First American Funds, Inc. Amended Shareholder Service Plan and Agreement effective July 1, 2005, as amended effective February 22, 2006.

 

E.Administration Agreement with FAF Advisors, Inc. dated July 1, 2006, as amended Schedule A effective July 1, 2011.

 

 

 

 

F.Amended and Restated Transfer Agent and Shareholder Servicing Agreement with U.S. Bancorp Fund Services, LLC and U.S. Bancorp Asset Management, Inc. dated June 30, 2016.

 

Expenses of such existing classes of the Funds shall continue to be allocated in the manner set forth in III below. Each such existing class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

 

III.Expense Allocations.

 

Expenses of the existing classes of the existing Funds shall be allocated as follows:

 

A.Distribution fees, service fees, administration fees, transfer agency fees and recordkeeping fees relating to the respective classes of shares, as set forth in the materials referred to in II above, shall be borne exclusively by the classes of shares to which they relate.

 

B.Except as set forth in A above, expenses of the Funds shall be borne at the Fund level and shall not be allocated on a class basis.

 

Unless and until this Plan is amended to provide otherwise, the methodology and procedures for allocating income, realized gains and losses, unrealized appreciation and depreciation, and Fund-wide expenses shall be based on the net assets of each class in relation to the net assets of the Company (“relative net assets”) as set forth in Rule 18f-3(c)(1)(i).

 

The foregoing allocations shall in all cases be made in a manner consistent with Revenue Procedures 96-47 and 99-40 (Internal Revenue Code, Section 562) of the Internal Revenue Service.

 

IV.Amendment of Plan; Periodic Review.

 

A.New Funds and New Classes. With respect to any new portfolio of the Company created after the date of this Plan and any new class of shares of the existing Funds created after the date of this Plan, the Board of Directors of the Company shall approve amendments to this Plan setting forth the attributes of the classes of shares of such new portfolio or of such new class of shares.

 

B.Material Amendments and Periodic Reviews. The Board of Directors of the Company, including a majority of the independent directors, shall periodically review this Plan for its continued appropriateness and shall approve any material amendment of this Plan as it relates to any class of any Fund covered by this Plan.

 

2 


Exhibit 99(p)(1)

 

Code of Ethics - Fund

First American Funds

Effective Date: 10/4/2016

 

First American Funds, Inc.

Regulatory Highlights

This Code of Ethics (the "Code") has been adopted by the Board of Directors of the First American Funds identified above (the "Funds") pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") and Section 406 of the Sarbanes-Oxley Act as implemented by Sub-Item 102P3 of Form N-SAR. Part One of this Code addresses the topics contemplated by Rule 17j-1. Part Two of this Code addresses the topics contemplated by Section 406 and Sub-Item 102P3. The Board of Directors may, by Board resolution, make this Code applicable to additional Funds, which are formed in the future.

This Code is an expression of our commitment to an ethical work place and is an integral element of the control environment required under federal law. If you know of (i) any violation of the Code; (ii) any issue that you believe should be reviewed by Compliance to determine whether it meets the statutory definition of a Material Compliance Matter;(i.e., a matter about which the management of U.S. Bancorp Asset Management or the First American Funds’ Board of Directors would reasonably need to know to oversee compliance) or (iii) any violation of the federal securities laws, you must promptly report it to First American Funds’ Chief Compliance Officer. It is a violation of the Code to retaliate against or harass, in any manner, any person who reports any violation or suspected violation of the Code.

Part One

Rule 17j-1 under the 1940 Act requires that registered investment companies adopt a written Code of Ethics containing provisions reasonably necessary to prevent Access Persons from engaging in certain activities prohibited by Rule 17j-1, and to use reasonable diligence and implement procedures reasonably necessary to prevent violations of such Code of Ethics.

The purpose of Part One of this Code is to establish policies consistent with Rule 17j-1 and with the following general principles:

·Access Persons have the duty at all times to place the interests of clients and shareholders ahead of their own personal interests in any decision relating to their personal investments.
·All Personal Securities Transactions shall be conducted consistent with Part One of this Code and in such 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.

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·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.

A. Definitions

1."Access Person" means any director or officer of the Funds. An employee of the Funds" investment adviser is not an Access Person under Part One of this Code.
2."Beneficial Ownership" of a Security is to be determined in the same manner as it is for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "1934 Act"). This means that a person should generally consider themselves the "Beneficial Owner" of any Security in which they have a direct or indirect financial interest. In addition, persons should consider themselves the "Beneficial Owner" of any Security held by their spouse, registered domestic partner, minor children, relatives who share their home, or other persons by reason of any contract, arrangement, understanding, or relationship that provides them with sole or shared voting or investment power with respect to such Security.  Although the following list is not exhaustive, under the 1934 Act and Part One of this Code, a person generally would be regarded to be the "Beneficial Owner" of the following Securities:

  · Securities held in the person's own name;
  · Securities held with another in joint tenancy, community property, or other joint ownership;
  · Securities held by a bank or broker as nominee or custodian on such person's behalf or pledged as collateral for a loan;
  · Securities held by members of the person's immediate family sharing the same household ("immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, registered domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships);
  · Securities held by a relative not residing in the person's home if the person is a custodian, guardian or otherwise has or shares control over the purchase, sale, or voting of such Securities;
  · Securities held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions;
  · Securities held by a trust for which the person serves as a trustee and in which the person has a pecuniary interest (including pecuniary interests by virtue of performance fees and by virtue of holdings by the person's immediate family);
  · Securities held by a general partnership or limited partnership in which the person is a general partner;

 

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  · Securities owned by a corporation in which the person has a control position or in which the person has or shares investment control over the portfolio Securities (other than a registered investment company);
  · Securities in a portfolio giving the person certain performance-related fees; and
  · Securities held by another person or entity pursuant to any agreement, understanding, relationship or other arrangement giving the person any direct or indirect pecuniary interest.
3."Disinterested Director" means a director of the Funds who is not an "interested person" of the Funds within the meaning of Section 2(a)(19) of the 1940 Act.
4."U.S. Bancorp Asset Management Compliance" means the department within U.S. Bancorp Asset Management responsible for monitoring compliance with the requirements of Part One of this Code.
5."Insider Trading" means the use of Material Non-Public Information to trade in a Security (whether or not one is an Access Person) or the communication of Material Non-Public Information to others. Insider Trading generally includes:

a. Trading in a Security by an Access Person, while in possession of Material Non-Public Information;

b. Trading in a Security by a person who is not an Access Person, while in possession of Material Non-Public Information, where the information either was disclosed to such person in violation of an Access Person's duty to keep it confidential or was misappropriated; and

c. Communicating Material Non-Public Information to any person, who then trades in a Security while in possession of such information.

6."Material Non-Public Information" means information that has not been effectively communicated to the marketplace, and for which there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's Securities. Examples of Material Non-Public Information include information regarding dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material non-public information about the Funds' holdings, the Funds' transactions, and the securities recommendations of the Funds' investment advisers is also included in this definition. Access Persons (including Disinterested Directors) are reminded that they have a duty to keep such information confidential.
7."Security" shall have the same meaning as it has in Section 2(a)(36) of the 1940 Act, but excluding direct obligations of the United States Government, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares of registered open-end investment companies.

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8."1940 Act" means the Investment Company Act of 1940, as amended.

B. Prohibited Securities Transactions

1.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:
a.Employ any device, scheme or artifice to defraud the Fund;
b.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;
c.Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any Fund; or
d.Engage in any manipulative practice with respect to any Fund.
2.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.
3.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.
4.Paragraphs 2 and 3 of this section shall not apply to the following:
a.Transactions for any account over which the Access Person has no direct or indirect influence or control;
b.Involuntary transactions by the Access Person or any Fund;
c.Purchases under an automatic dividend reinvestment plan; or
d.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.

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C. Reports

1.Access Persons. Each Access Person (except Disinterested Directors, whose entire reporting requirements are set forth in subsection B below) shall make the following reports required by Rule 17j-1(d) under the 1940 Act:
a.Initial and Annual Securities Holdings Reports. Within 10 calendar days of becoming an Access Person, and annually thereafter as required by the Adviser, Access Persons shall disclose all personal Securities holdings other than the exempt securities set forth in Section A.7. Compliance with this reporting requirement will be satisfied by providing monthly statements of brokerage accounts provided the statements are current within 30 days. Reports for Securities not included in such brokerage statements (for example, Securities held in trust accounts in which an Access Person has Beneficial Ownership) must contain:

 

1)the title, number of shares, and principal amount of each Security in which the Access Person has any Beneficial Ownership;
2)the name of any broker, dealer, or bank with whom the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person; and
3)the date the report is submitted by the Access Person.
b.Quarterly Transaction Reports. Within 30 calendar days of the end of each quarter, Access Persons shall report all Securities transactions other than the exempt Securities set forth in the definition of "Security" above in which each has, or by reason of such transactions acquires, any Beneficial Ownership. In the event that no reportable transactions occurred during the quarter, Access Persons should note this on the report. Compliance with this reporting requirement will be satisfied by providing brokerage account statements current as of quarter end. Reports for Securities not included in such brokerage statements (for example, Securities held in trust accounts in which an Access Person has Beneficial Ownership) must contain:

1)the date of each transaction, the title, the interest rate and maturity (if applicable), the number of shares and the principal amount of each Security;
2)the nature of each transaction (i.e., purchase, sale, or any type of acquisition or disposition);
3)the price of the Security at which each transaction was effected;
4)the name of the broker, dealer or bank with or through which each transaction was effected;

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5)the name of any broker, dealer, or bank with whom the Access Person established an account in which any Securities are held for the direct or indirect benefit of the Access Person and the date on which the account was established; and
6)the date the report is submitted by the Access Person.
2.Disinterested Directors. A Disinterested Director need not file Initial or Annual Securities Holdings Reports, and need only file Quarterly Transaction Reports. In the Quarterly Transaction Reports a Disinterested Director shall only report transactions in a Security 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 "should have known" standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting the Funds' investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Funds' portfolio holdings, market considerations, or the Funds' investment policies, objectives and restrictions.

D. Enforcement

U.S. Bancorp Asset Management Compliance shall review reports filed under Part One of this Code to determine whether any violation may have occurred. Access Persons who discover a violation or apparent violation of Part One of this Code by any other person covered by Part One of this Code shall bring the matter to the attention of U.S. Bancorp Asset Management Compliance.

Each violation of or issue arising under Part One of this Code shall be reported to the Board of Directors of the Funds at or before the next regular meeting of the Board.

The Board of Directors of the Funds may impose such sanctions or penalties upon a violator of Part One of this Code as it deems appropriate under the circumstances.

E. Recordkeeping

U.S. Bancorp Asset Management Compliance shall maintain the appropriate records and reports related to Part One of this Code as required by Rule 17j-1(d) under the 1940 Act.

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F. Whistleblower Provision

Any officer, director, employee or agent of the Funds or any of their service providers who receives a complaint regarding accounting, internal account controls, and auditing matters with respect to any of the Funds, or any other matter that could reasonably be expected to affect or lead to special disclosure in the financial statement of any Fund promptly shall forward the complaint to the Chair of the Audit Committee, outside counsel (or, if the complaint is given verbally, promptly shall advise the Audit Committee Chair and such outside counsel). Any such complaint shall be reported by the Chair of the Audit Committee to the Chair of the Board. If complaints are received by any officer, director, employee or agent of the Funds or any Funds' service providers which allege wrongdoing affecting any Fund in areas other than those noted above, those complaints shall be forwarded to the Chair of the Board.

Part Two

A. Covered Officers; Purpose of Part Two; Definitions

1.       Covered Officers. The persons who are subject to Part Two of this Code (the "Covered Officers") are the Funds' principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Funds or by a third party. At the date set forth in the caption of this Code, the only Covered Officers of the Funds were the Funds' President ,Treasurer and Assistant Treasurer.

Part Two of this Code also applies to members of each Covered Officer's immediate family who live in the same household as the Covered Officer. Therefore, for purposes of interpretation, each obligation, requirement or prohibition that applies to a Covered Officer also applies to such immediate family members. For this purpose, the term "immediate family" has the meaning set forth in Section 1B(4) of Part One of this Code.

2.       Purpose. The purpose of Part Two of this Code is to deter wrongdoing and to promote:

a.       Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

b.       Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Funds;

c.       Compliance with applicable laws and governmental rules and regulations;

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d.       The prompt internal reporting of violations of Part Two of this Code to U.S. Bancorp Asset Management Compliance; and

e.       Accountability for adherence to Part Two of this Code.

3.       Defined Terms. Capitalized terms which are used in Part Two of this Code and which are not otherwise defined in Part Two have the meanings assigned to them in Part One of this Code.

B. Covered Officers Should Handle Actual and Apparent Conflicts of Interest Ethically

1.      General. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her immediate family living in the same household, received improper personal benefits as a result of his or her position with the Funds.

Certain conflicts of interest to which Covered Officers may be subject arise out of the relationships between Covered Officers and the Funds and already are subject to conflict of interest provisions in the 1940 Act and the Investment Advisers Act of 1940 (the "Investment Advisers Act"). For example, under the 1940 Act, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as "affiliated persons" of the Funds. The Funds and U.S. Bancorp Asset Management’s compliance policies and procedures are designed to prevent, or identify and correct, violations of these provisions. Part Two of this Code does not, and is not intended to, repeat or replace these policies and procedures, and such conflicts fall outside of the parameters of Part Two.

Although typically not presenting an opportunity for improper personal benefit, conflicts also may arise from, or as a result of, the contractual relationships between the Funds and other entities of which the Covered Officers are also officers or employees, such as U.S. Bancorp Asset Management. As a result, Part Two of this Code recognizes that the Covered Officers may, in the normal course of their duties for the Funds and such other entities, be involved in establishing policies and implementing decisions, which will have different effects on the Funds and such other entities. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and such other entities and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the 1940 Act and, to the extent applicable, the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Board of Directors that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other Codes.

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Other conflicts of interest to which Covered Officers are subject are covered by Part Two of this Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under Part Two of this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed before the interest of the Funds.

Each Covered Officer must:

a. Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would benefit personally;

b. Not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; and

c. Not intentionally or recklessly take or direct any action or failure to act that results in any SEC filing or other public communication by the Funds being materially misleading, while personally benefiting such Covered Officer.

2.      Gifts and Entertainment. A Covered Officer must not solicit, allow himself or herself to be solicited, or accept gifts, entertainment, or other gratuities intended to or appearing to influence decisions or favors toward the Funds' business to or from any client, potential client, Fund vendor or potential vendor. A Covered Officer may not give or accept gifts with a value exceeding $100, even if the gift does not oblige or influence the Covered Officer, or is not intended to influence another. Notwithstanding this, a Covered Officer may accept or provide reasonable business meals and entertainment if the client, potential client, Fund vendor or potential vendor is physically present at the business meal or entertainment. In the event that any such business meal or entertainment has a value exceeding $200 per person, the Covered Officer must promptly report the meal or entertainment to U.S. Bancorp Asset Management Compliance, which shall maintain a record of such meals and entertainment and shall report such matter to the Board of Directors of the Funds at or before the next regular meeting of the Board.

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C. Disclosure and Compliance

1.      Familiarity with Disclosure Requirements. Each Covered Officer shall familiarize himself or herself with the disclosure requirements generally applicable to the Funds.

2.       Avoiding Misrepresentations. Each Covered Officer shall not knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including to the Funds' directors, auditors or counsel, or to governmental regulators or self-regulatory organizations.

3.      Promoting Accurate Disclosure. Each Covered Officer shall, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and their service providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds.

4.      Promoting Compliance. Each Covered Officer shall, to the extent appropriate within his or her area of responsibility, promote compliance with the Funds' compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act and with the laws, rules and regulations applicable to the Funds.

D. Reporting; Amendment and Waivers

1.      Acknowledgement of Part Two. Upon first becoming subject to Part Two of this Code and annually at the end of each calendar year, each Covered Officer shall affirm in writing to U.S. Bancorp Asset Management Compliance that he or she has received, read and understands Part Two of this Code.

2.      Reporting of Violations. Each Covered Officer shall report any violation of Part Two of this Code of which he or she becomes aware (whether committed by himself or herself or by another Covered Officer) to U.S. Bancorp Asset Management Compliance promptly after becoming aware of such violation. U.S. Bancorp Asset Management Compliance shall report any material violation of Part Two of this Code of which it becomes aware, whether though a report by a Covered Officer or otherwise, to the Board of Directors of the Funds at or before the next regular meeting of the Board, together with U.S. Bancorp Asset Management Compliance recommendation for the action, if any, to be taken with respect to such violation. The Board of Directors of the Funds may impose such sanctions or penalties upon a violator of Part Two of this Code as it deems appropriate under the circumstances.

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3.      Amendments and Waivers. Amendments to, and waivers of the provisions of, Part Two of this Code may be adopted or granted by the Funds' Board of Directors. Such amendments and waivers shall be disclosed to the public in one of the manners specified in Sub-Item 102P3 of Form N-SAR.

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Exhibit 99(q)

 

FIRST AMERICAN FUNDS, INC.

 

 

POWER OF ATTORNEY

 

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

 

 

Signature Title Date

 /s/ Leonard W. Kedrowski


Chair

 

 


September 21, 2016
Leonard W. Kedrowski

/s/ David K. Baumgardner


Director

 


September 21, 2016
David K. Baumgardner

/s/ Mark E. Gaumond

 

Director

 

September 21, 2016

Mark E. Gaumond

/s/ Roger A. Gibson

 

Director

 

 

September 21, 2016

Roger A. Gibson

   /s/ Richard K. Riederer

 

Director

 

September 21, 2016

Richard K. Riederer

 /s/ James M. Wade

 

Director

 

September 21, 2016

James M. Wade