SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12

First American Funds, Inc.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction :
(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

FIRST AMERICAN FUNDS, INC.

Government Obligations Fund
Prime Obligations Fund
Tax Free Obligations Fund
Treasury Obligations Fund

NOTICE OF SPECIAL MEETING OF CLASS S SHAREHOLDERS TO BE HELD ON JULY 21, 2003

NOTICE IS HEREBY GIVEN that a special meeting of the holders of the Class S
shares of Government Obligations Fund, Prime Obligations Fund, Tax Free
Obligations Fund and Treasury Obligations Fund (individually, a "Fund" and
collectively, the "Funds") will be held at ____ _.m., Central Time, on Monday,
July 21, 2003, at 800 Nicollet Mall on the 5th floor. The purposes of the
meeting are:

1. To approve a new Rule 12b-1 Distribution Plan for the Class S shares
of each Fund.

2. To transact any other business properly brought before the meeting.

THE FUNDS' BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE PROPOSED RULE
12b-1 DISTRIBUTION PLAN.

Shareholders of record as of the close of business on June 10, 2003 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.

You can vote easily and quickly by toll-free telephone call, by internet
or by mail. Just follow the instructions that appear on your enclosed proxy
card. Please help the Funds avoid the cost of a follow-up mailing by voting
today.

June 24, 2003

James D. Alt
Secretary

PROXY STATEMENT

FIRST AMERICAN FUNDS, INC.

Government Obligations Fund
Prime Obligations Fund
Tax Free Obligations Fund
Treasury Obligations Fund

SPECIAL MEETING OF CLASS S SHAREHOLDERS-- JULY 21, 2003

This proxy statement is being furnished in connection with the
solicitation by the Board of Directors of First American Funds, Inc. ("FAF") of
proxies to be used at a special meeting (including any adjournments thereof) of
the Class S shareholders of Government Obligations Fund, Prime Obligations Fund,
Tax Free Obligations Fund and Treasury Obligations Fund (sometimes referred to
individually as a "Fund" and collectively as the "Funds"). Each Fund is a series
of FAF, an open-end registered investment company.

The investment adviser for the Funds is U.S. Bancorp Asset Management,
Inc. ("USBAM" or the "Adviser"). USBAM also acts as a co-administrator for the
Funds, along with U.S. Bancorp Fund Services, Inc. ("Fund Services"). The
address of the Funds and the Adviser is 800 Nicollet Mall, Minneapolis,
Minnesota 55402. The address of Fund Services is 615 E. Michigan Street,
Milwaukee, Wisconsin 53202.

The costs of solicitation, including the cost of preparing and mailing the
Notice of Special Meeting of Class S Shareholders and this Proxy Statement, will
be paid by the Adviser. Mailing of the Notice and this Proxy Statement will take
place on approximately June 24, 2003. Representatives of the Adviser may,
without cost to the Funds, solicit proxies on behalf of management of the Funds
by means of mail, telephone or personal calls. In addition, the Adviser may, at
its own expense, retain Shareholder Communications to solicit proxies on behalf
of management of the Funds.

In order for the shareholder meeting to go forward for a Fund, there must
be a quorum. This means that at least 10% of that Fund's shares must be
represented at the meeting -- either in person or by proxy. For each Fund, all
returned proxies count toward a quorum, regardless of how they are voted. An
abstention will be counted as shares present at the meeting in determining
whether the proposal has been approved, and will have the same effect as a vote
against the proposal. If a proxy is returned with a broker non-vote on the
proposal, the shareholder will not be counted as present and entitled to vote
with respect to the proposal. (Broker non-votes are shares for which (a) the
underlying owner has not voted and (b) the broker holding the shares does not
have discretionary authority to vote on the particular matter.)

If a quorum is not obtained or if sufficient votes to approve the proposal
are not received for any Fund, the persons named as proxies may propose one or
more adjournments of the meeting for that Fund to permit further solicitation of
proxies. In determining whether to adjourn the meeting, the following factors
may be considered: the nature of the proposal; the percentage of votes actually
cast; the percentage of negative votes actually cast; the nature of any further
solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the meeting (or any adjourned meeting).

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You may revoke your proxy at any time up until voting results are
announced at the shareholder meeting. You can do this by writing to the Funds'
Secretary, or by voting in person at the meeting and notifying the election
judge that you are revoking your proxy. In addition, you can revoke a prior
proxy simply by voting again -- using your original proxy card or by internet or
toll-free telephone call. If you return an executed proxy card without
instructions, your shares will be voted "for" the proposal.

So far as the Board of Directors is aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. Should any
other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.

Only Class S shareholders of record of each Fund on June 10, 2003 may vote
at the meeting or any adjournment thereof. As of that date, the Funds had the
following numbers of issued and outstanding Class S shares of common stock:

Fund Number of Class S Shares Outstanding
- ---- ------------------------------------
Government Obligations Fund
Prime Obligations Fund
Tax Free Obligations Fund
Treasury Obligations Fund

Each shareholder of a Fund is entitled to one vote for each Class S share
held. The proposal to be presented at the meeting will not entitle any
shareholder to cumulative voting or appraisal rights. No person, to the
knowledge of Fund management, was the beneficial owner of more than 5% of any
class of shares of any of the Funds as of __________, 2003, except as follows:

Number
Class of Percentage
Name and Address of of Shares Ownership
Fund Beneficial Owner Shares of Class of Class
- ---- ---------------- ------ -------- --------

To the knowledge of the Funds, as of __________, 2003, the officers and
directors of the Funds as a group beneficially owned less than 1% of the
outstanding shares of each class of each Fund.

Copies of the Funds' most recent annual report and subsequent semi-annual
report are available to shareholders upon request. If you would like to receive
a copy, please contact the Funds at 800 Nicollet Mall, Minneapolis, Minnesota
55402, or call 800-677-FUND and one will be sent, without charge, by first-class
mail within three business days of your request.

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PROPOSAL ONE
APPROVAL OF A RULE 12b-1 DISTRIBUTION PLAN
FOR CLASS S SHARES

At the meeting, shareholders will be asked to approve a proposed new Class
S Distribution Plan (the "Distribution Plan") that will apply to the Class S
shares of each Fund. This Plan was adopted by the Funds' Board of Directors,
subject to shareholder approval, in accordance with Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act"). Rule 12b-1
regulates the circumstances under which an investment company may, directly or
indirectly, bear the expenses of distributing its shares. The purpose of the
Distribution Plan is to compensate and defray costs and expenses of the
principal underwriter of the Funds' shares (the "Distributor") for distribution
services related to selling Class S shares of the Funds, including payments to
the other broker-dealers for services rendered in connection with the sale and
distribution of such shares. Under the Distribution Plan, each Fund would be
authorized to pay the Distributor a fee, calculated and payable monthly, at the
annual rate of .25% of the Fund's average daily net assets attributable to the
Fund's Class S shares.

Quasar Distributors, LLC ("Quasar") currently acts as the Distributor of
the Funds' Class S shares without compensation. If shareholders approve the
Distribution Plan, a new Distribution Agreement between FAF and Quasar will take
effect pursuant to which Quasar will be entitled to payments under the
Distribution Plan. Quasar is currently a party to a Shareholder Service Plan and
Agreement with the Fund (the "Current Service Plan") under which Quasar is
entitled to receive shareholder servicing fees from each Fund at an annual rate
of .25% of the value of the average daily net assets attributable to the Fund's
Class S shares. These fees are intended to compensate Quasar for providing
account maintenance and other shareholder services to beneficial owners of the
Funds' Class S shares. Under the Current Service Plan, Quasar may provide these
shareholder services either directly, or indirectly by entering into agreements
with other service providers. Historically, most shareholder services have been
provided by USBAM, rather than Quasar. Therefore, the Funds' Board of Directors
has approved a new Shareholder Service Plan and Agreement between the Fund and
USBAM (the "New Service Plan"), which will go into effect upon shareholder
approval of the Distribution Plan. The Current Service Plan will be terminated
at that time. Fees payable to USBAM under the New Service Plan will be identical
to fees payable to Quasar under the Current Service Plan.

Adoption of the Distribution Plan will subject the Class S shares of each
Fund to an additional fee equal to .25% of the value of the average daily net
assets attributable to the Fund's Class S shares. However, total Class S share
Fund expenses will not increase. The Adviser has agreed to contractually reduce
the fee payable to it under its investment advisory agreement with the Funds
from .35% to .10% of each Fund's average daily net assets upon shareholder
approval of the Distribution Plan. The Funds' fees and expenses assuming
shareholder approval of the Distribution Plan are set forth below under "Actual
and Pro Forma Expense Tables and Examples."

Terms of the Plan of Distribution

This section summarizes the terms of the Distribution Plan. A copy of the
Distribution Plan is attached to this proxy statement as Appendix A.

The Distribution Plan provides that the Class S shares of each Fund are
authorized to pay the Distributor a distribution fee for distribution related
services provided with respect to the Class S shares. The distribution fee may
be used by the Distributor to provide initial and ongoing sales compensation to
its investment executives and to other broker-dealers for sales of Class S
shares and to pay for other advertising and promotional expenses in

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connection with the distribution of Class S shares. These advertising and
promotional expenses include, among others things, costs of printing and mailing
prospectuses, statements of additional information and shareholder reports to
prospective investors; costs of preparation and distribution of sales
literature; costs of advertising of any type; an allocation of overhead and
other expenses of the Distributor related to the distribution of Class S shares;
and payments to, and expenses of, officers, employees or representatives of the
Distributor, of other broker-dealers, banks or other financial institutions, and
of any other persons who provide support services in connection with the
distribution of Class S shares, including travel, entertainment, and telephone
expenses. The Distribution Plan provides that the Funds' investment adviser and
distributor may, at their option and in their sole discretion, make payments
from their own resources to cover the costs of additional distribution
activities.

Under the Distribution Plan, the Class S shares of each Fund will pay an
amount equal, on an annual basis, to .25% of the Fund's average daily net assets
attributable to Class S shares. These payments will be made quarterly. The
Distribution Plan cannot be amended to increase materially the amount to be paid
under the plan by any Fund without the approval of the Class S shareholders of
that Fund.

The Distribution Plan will not become effective with respect to a Fund
until it has been approved by the Class S shareholders of that Fund. The
Distribution Plan will continue in effect for a period of more than one year
only so long as that continuance is specifically approved at least annually by a
vote of the Board of Directors of FAF, including the Directors of FAF who are
not interested persons of FAF, and have no direct or indirect financial interest
in the operation of the Distribution Plan or any agreements related to it (the
"Independent Directors"), cast in person at a meeting called for such purpose.
The Distribution Plan may be terminated at any time with respect to any Fund by
vote of a majority of the outstanding Class S shares of the Fund or by vote of a
majority of the Independent Directors. Any agreement related to the Distribution
Plan may be terminated at any time with respect to any Fund, without payment of
any penalty, by vote of a majority of the outstanding Class S shares of the Fund
or by vote of a majority of the Independent Directors, on not more than 60 days
written notice.

Payments under the Distribution Plan are not tied exclusively to the
expenses for distribution related activities actually incurred by the
Distributor, so that those payments may exceed expenses actually incurred by the
Distributor. The Funds' Board of Directors will evaluate the appropriateness of
the Distribution Plan and its payment terms on a continuing basis and in doing
so will consider all relevant factors, including expenses borne by the
Distributor and amounts it receives under the Distribution Plan.

The Board's Deliberations

The Board of Directors of FAF unanimously approved the Distribution Plan
at a meeting held June 4, 2003. In connection with their deliberations, the
directors were furnished with copies of the Distribution Plan and related
materials, and were given the opportunity to discuss with Fund management the
reasons for adopting the Distribution Plan. In determining whether to approve
the Distribution Plan, the Board of Directors considered, among other things,
the following:

o The Board noted that, although the Distributor historically has
acted as the principal underwriter of the Funds' Class S shares, it
has received no compensation for providing this service. The Board
recognized the need of the Distributor to compensate its investment
executives and other broker-dealers, banks and financial
institutions for distribution related activities, and determined
that the Distribution Plan should provide a mechanism for inducing
the Distributor to promote sales of the Funds' Class S shares.

-4-

o The Board noted that while the Distributor has received shareholder
servicing fees with respect to the Class S shares of the Funds, it
historically has paid the majority of such fees to USBAM for
providing shareholder services to beneficial owners of the Funds'
Class S shares. In that regard, the Board noted that, upon
shareholder approval of the Distribution Plan, FAF would terminate
the Current Service Plan with the Distributor and enter into the New
Service Plan with USBAM.

o Finally, the Board considered that USBAM has agreed to contractually
reduce its investment advisory fee for each Fund from .35% to .10%
of the Fund's average daily net assets upon shareholder approval of
the Distribution Plan with respect to that Fund. As a result,
adoption of the Distribution Plan will not result in an increase in
overall Class S share Fund expenses.

Based on the foregoing considerations, the Board of Directors concluded
that there is a reasonable likelihood that the Plan of Distribution will benefit
the Funds and their Class S shareholders. The Board therefore approved the Plan
of Distribution and recommended its approval by the Class S shareholders of each
Fund.

Actual and Pro Forma Expense Tables and Examples

Each Fund's operating expenses are paid out of its assets, and thus are
indirectly borne by shareholders. As described above, the Board of Directors is
recommending that shareholders approve a Distribution Plan under which each
Fund's Class S shares would pay a distribution fee. If shareholders approve the
Distribution Plan, USBAM will contractually reduce its investment advisory fee
for each Fund so that there will be no increase in total Class S share expenses
for any Fund. The categorization of the expenses paid by each Fund, however,
will change, as indicated in the following tables. Such tables set forth the
actual operating expenses currently borne by each Fund's Class S shares, and the
pro forma operating expenses that each Fund's Class S shares will bear if the
Distribution Plan is approved, in each case based on the Fund's most recently
completed fiscal year.

After the table for each Fund, an example is set forth which shows the
costs you would bear indirectly as a result of investing in the Class S shares
of that Fund. These examples are intended to help you compare the costs of
investing in the Fund with the cost of investing in other mutual funds. The
examples assume that you invest $10,000 in the Fund for the time periods
indicated, that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Your actual costs may be higher or lower
than those set forth in the examples.

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GOVERNMENT OBLIGATIONS FUND

Actual Pro Forma
------ ---------

Shareholder Fees
Maximum Sales Charge (Load)......................................... None None
Maximum Deferred Sales Charge (Load)................................ None None
Annual Fund Operating Expenses (as a % of average net assets)
Management Fees..................................................... 0.35% 0.10%
Distribution and Service (12b-1) Fees............................... None 0.25%
Other Expenses
Shareholder Servicing Fee..................................... 0.25% 0.25%
Miscellaneous................................................. 0.21% 0.21%
Total Annual Fund Operating Expenses............................... 0.81% 0.81%
Waiver of Fund Expenses............................................ (0.06)% (0.06)%
Net Expenses*...................................................... 0.75% 0.75%

- ----------
*Certain service providers have contractually agreed to waive fees and reimburse
other Fund expenses until September 30, 2003, so that Net Expenses do not exceed
0.75%. These fee waivers and expense reimbursements may be terminated at any
time after September 30, 2003, at the discretion of the service providers.

Example (expenses borne by Class S shareholders if shares are held for indicated
periods):

1 year 3 years 5 years 10 years
- ----------------------- ---------------------- ---------------------- -----------------------
Actual Pro Forma Actual Pro Forma Actual Pro Forma Actual Pro Forma
- ----------- ----------- ---------- ----------- ---------- ----------- ----------- -----------

$77 $77 $253 $253 $444 $444 $996 $996

PRIME OBLIGATIONS FUND

Actual Pro Forma
------ ---------

Shareholder Fees
Maximum Sales Charge (Load)......................................... None None
Maximum Deferred Sales Charge (Load)................................ None None
Annual Fund Operating Expenses (as a % of average net assets)
Management Fees..................................................... 0.35% 0.10%
Distribution and Service (12b-1) Fees............................... None 0.25%
Other Expenses
Shareholder Servicing Fee..................................... 0.25% 0.25%
Miscellaneous................................................. 0.21% 0.21%
Total Annual Fund Operating Expenses............................... 0.81% 0.81%
Waiver of Fund Expenses............................................ (0.03)% (0.03)%
Net Expenses*...................................................... 0.78% 0.78%

- ----------
*Certain service providers have contractually agreed to waive fees and reimburse
other Fund expenses until September 30, 2003, so that Net Expenses do not exceed
0.78%. These fee waivers and expense reimbursements may be terminated at any
time after September 30, 2003, at the discretion of the service providers.

-6-

Example (expenses borne by Class S shareholders if shares are held for indicated
periods):

$80 $80 $256 $256 $447 $447 $999 $999

TAX FREE OBLIGATIONS FUND

Actual Pro Forma
------ ---------

Example (expenses borne by Class S shareholders if shares are held for indicated
periods):

$77 $77 $253 $253 $444 $444 $996 $996

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TREASURY OBLIGATIONS FUND

Actual Pro Forma
------ ---------

Example (expenses borne by Class S shareholders if shares are held for indicated
periods):

$77 $77 $253 $253 $444 $444 $996 $996

The Board of Directors recommends that the shareholders of each Fund vote
to approve the Distribution Plan. Approval of the Distribution Plan for a Fund
requires the favorable vote of a majority of the outstanding Class S shares of
that Fund, as defined in the 1940 Act, which means the lesser of the vote of (a)
67% of the Class S shares of the Fund present at a meeting where more than 50%
of the outstanding Class S shares of the Fund are present in person or by proxy,
or (b) more than 50% of the outstanding Class S shares of the Fund. The approval
of the Distribution Plan for any Fund is not dependent on the approval of the
Distribution Plan by any other Fund. Unless otherwise instructed, the proxies
will vote for the approval of the Distribution Plan.

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OFFICERS OF THE FUNDS

Information about each officer's position and term of office with the
Funds and business experience during the past five years is set forth below.
Unless otherwise indicated, all positions have been held more than five years.
No officer receives any compensation from the Funds.

Position(s) Term of Office
Name, Address, and Held and Length of
Age with FAF Time Served Principal Occupation(s) During Past 5 Years
- --- -------- ----------- -------------------------------------------

Thomas S. President Re-elected by Chief Executive Officer of U.S. Bancorp
Schreier, Jr., the Board Asset Management, Inc. since May 2001;
U.S. Bancorp Asset annually; Chief Executive Officer of First American
Management, Inc., President of FAF Asset Management from December 2000 through
800 Nicollet Mall, since February May 2001 and of Firstar Investment &
Minneapolis, 2001 Research Management Company from February
Minnesota 55402 2001 through May 2001; Senior Managing
(40)* Director and Head of Equity Research of
U.S. Bancorp Piper Jaffray from October
1998 through December 2000; Senior Airline
Analyst and Director of Equity Research of
Credit Suisse First Boston through 1998

Mark S. Jordahl, Vice Re-elected by Chief Investment Officer of U.S. Bancorp
U.S. Bancorp Asset President - the Board Asset Management, Inc. since September
Management, Inc. Investments annually; Vice 2001; President and Chief Investment
800 Nicollet Mall, President - Officer, ING Investment Management -
Minneapolis, Investments of Americas (September 2000 to June 2001);
Minnesota 55402 FAF since Senior Vice President and Chief Investment
(42)* September 2001 Officer, ReliaStar Financial Corp. (January
1998 to September 2000); Executive Vice
President and Managing Director, Washington
Square Advisers (January 1996 to December
1997)

Jeffery M. Wilson, Vice Re-elected by Senior Vice President of U.S. Bancorp Asset
U.S. Bancorp Asset President - the Board Management since May 2001; Senior Vice
Management, Inc. Administra- annually; Vice President of First American Asset
800 Nicollet Mall, tion President - Management through May 2001
Minneapolis, Administration
Minnesota 55402 of FAF since
(46)* March 2000

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Robert H. Nelson, Treasurer Re-elected by Senior Vice President of U.S. Bancorp Asset
U.S. Bancorp Asset the Board Management since May 2001; Senior Vice
Management, Inc. annually; President of First American Asset
800 Nicollet Mall, Treasurer of FAF Management from 1998 through May 2001 and
Minneapolis, since March 2000 of Firstar Investment & Research Management
Minnesota 55402 Company from February 2001 through May
(39)* 2001; Senior Vice President of Piper
Capital Management Inc. through 1998

James D. Alt, Secretary Re-elected by Partner, Dorsey & Whitney LLP, a
50 South Sixth the Board Minneapolis-based law firm
Street, Suite annually;
1500, Minneapolis, Secretary of FAF
Minnesota 55402 since June 2002;
(51) Assistant
Secretary of FAF
from September
1998 to June 2002

Michael J. Radmer, Assistant Re-elected by Partner, Dorsey & Whitney LLP, a
50 South Sixth Secretary the Board Minneapolis-based law firm
Street, Suite annually;
1500, Minneapolis, Assistant
Minnesota 55402 Secretary of FAF
(58) since March
2000; Secretary
of FAF from
September 1999
through March
2000

Kathleen L. Assistant Re-elected by Partner, Dorsey & Whitney LLP, a
Prudhomme, Secretary the Board Minneapolis-based law firm
50 South Sixth annually;
Street, Suite Assistant
1500, Minneapolis, Secretary of FAF
Minnesota 55402 since September
(50) 1998

Douglas G. Hess, Assistant Re-elected by Assistant Vice President, Fund Compliance
612 E. Michigan Secretary the Board Administrator, U.S. Bancorp Fund Services,
Street, Milwaukee, annually; LLC (fka Firstar Mutual Fund Services, LLC)
WI 53202 (35)* Assistant since March 1997
Secretary of FAF
since September
2001

James R. Arnold, Assistant Re-elected by the Vice President, U.S. Bancorp Fund Services,
615 E. Michigan Secretary Board annually; LLC (fka Firstar Mutual Fund Services, LLC)
Street, Milwaukee, Assistant since March 2002; Senior Administration
Wisconsin 53202 Secretary of FAF Services Manager, UMB Fund Services, Inc.
(46) since June 2003 (fka Sunstone Financial Group, Inc.) from
January 1997 through March 2002

Richard J. Ertel, Assistant Re-elected by the Disclosure Counsel, U.S. Bancorp Asset
U.S. Bancorp Asset Secretary Board annually; Management, Inc. since May 2003; Associate
Management, Inc. Assistant Counsel, Hartford Life and Accident
800 Nicollet Mall, Secretary of FAF Insurance Company from April 2001 through
Minneapolis, since June 2003 May 2003; from January 1997 through March
Minnesota 55402 2001, Attorney and Law Clerk, Fortis
(35) Financial Group

* Messrs. Schreier, Jordahl, Wilson and Nelson are each officers of the Advisor.
Mr. Hess is an officer of U.S. Bancorp Fund Services, LLC, which is a subsidiary
of U.S. Bancorp and which serves as Co-Administrator for the Funds.

-10-

SHAREHOLDER PROPOSALS

The Funds are not required to hold annual shareholder meetings. Since the
Funds do not hold regular meetings of shareholders, the anticipated date of the
next shareholder meeting cannot be provided. To be considered for inclusion in
the proxy statement for any subsequent meeting of shareholders, a shareholder
proposal must be submitted a reasonable time before the proxy statement for that
meeting is mailed. Whether a proposal is included in the proxy statement will be
determined in accordance with applicable federal and state laws. The timely
submission of a proposal does not guarantee its inclusion.

Shareholders also may submit proposals to be voted on at the shareholder
meeting without having the proposals included in the Funds' proxy statement. The
Funds' proxies will be able to exercise their discretionary authority to vote
all proxies with respect to any such proposal unless written notice of the
proposal is presented to the Funds a reasonable time before the Funds' proxy
materials are mailed.

Dated: June 24, 2003

James D. Alt
Secretary

-11-

Appendix A

CLASS S DISTRIBUTION PLAN
FIRST AMERICAN FUNDS, INC.
[as adopted June 4, 2003, effective ______________, 2003]

WHEREAS, FIRST AMERICAN FUNDS, INC. (the "Fund") is engaged in business as
an open-end investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and

WHEREAS, the Directors of the Fund have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the Fund
and the owners of Class S shares of Common Stock ("Shareholders") in the Fund;

NOW, THEREFORE, the Directors of the Fund hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.

Section 1. The Fund has adopted this Class S Distribution Plan ("Plan") to
enable the Fund to directly or indirectly bear expenses relating to the
distribution of Class S shares of Common Stock ("Shares") of the portfolios of
the Fund, as now in existence or hereafter created from time to time (each a
"Portfolio").

Section 2. The Shares of each Portfolio are authorized to pay the
principal underwriter of the Fund's shares (the "Distributor") a fee (the
"Distribution Fee") in connection with distribution-related services provided in
respect of such Shares, calculated and payable monthly, at the annual rate of
..25% of the value of the average daily net assets of such Shares.

Section 3.

(a) The Distribution Fee may be used by the Distributor to provide
initial and ongoing sales compensation to its investment executives
and to other broker-dealers in respect of sales of Shares of the
applicable Portfolios of the Fund and to pay for other advertising
and promotional expenses in connection with the distribution of such
Shares. These advertising and promotional expenses include, by way
of example but not by way of limitation, costs of printing and
mailing prospectuses, statements of additional information and
shareholder reports to prospective investors; preparation and
distribution of sales literature; advertising of any type; an
allocation of overhead and other expenses of the Distributor related
to the distribution of such Shares; and payments to, and expenses
of, officers, employees or representatives of the Distributor, of
other broker-dealers, banks or other financial institutions, and of
any other persons who provide support services in connection with
the distribution of such Shares, including travel, entertainment,
and telephone expenses.

(b) Payments under the Plan are not tied exclusively to the expenses for
distribution related activities actually incurred by the
Distributor, so that such payments may exceed expenses actually
incurred by the Distributor. The Fund's Board of Directors will
evaluate the appropriateness of the Plan and its payment terms on a
continuing basis and in doing so will consider all relevant factors,
including expenses borne by the Distributor and amounts it receives
under the Plan.

-12-

(c) The Fund's investment adviser and the Distributor may, at their
option and in their sole discretion, make payments from their own
resources to cover costs of additional distribution activities.

Section 4. This Plan shall not take effect with respect to a Portfolio
until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Class S Shares of such Portfolio; and (b)
together with any related agreements, by votes of a majority of both (i) the
Directors of the Fund and (ii) the Qualified Directors, cast in person at a
Board of Directors meeting called for the purpose of voting on this Plan or such
agreement.

Section 5. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.

Section 6. Any person authorized to direct the disposition of monies paid
or payable by the Fund pursuant to this Plan or any related agreement shall
provide to the Directors of the Fund, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.

Section 7. This Plan may be terminated at any time with respect to any
Portfolio by the vote of a majority of the Qualified Directors or by vote of a
majority of the Portfolio's outstanding Class S voting securities.

Section 8. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time with respect to
any Portfolio, without payment of any penalty, by vote of a majority of the
Qualified Directors or by the vote of shareholders holding a majority of the
Portfolio's outstanding Class S voting securities, on not more than 60 days
written notice to any other party to the agreement; and (b) that such agreement
shall terminate automatically in the event of its assignment.

Section 9. This Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of shareholders holding a majority of the outstanding Class S voting
securities of the applicable Portfolio, and all material amendments to this Plan
shall be approved in the manner provided in Part (b) of Section 4 herein for the
approval of this Plan.

Section 10. As used in this Plan, (a) the term "Qualified Directors" shall
mean those Directors of the Fund who are not interested persons of the Fund, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.

Section 11. While this Plan is in effect, the selection and nomination of
those Directors who are not interested persons of the Fund within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Directors then in office who are not interested persons of the Fund.

Section 12. This Plan shall not obligate the Fund or any other party to
enter into an agreement with any particular person.

-13-

NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS

TIME:
______________, 2003
at _____ _.m.

PLACE:
800 Nicollet Mall
_____ Floor
Minneapolis, Minnesota

IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.

Cusip Numbers: