Exhibit (e)(4)


                       AMENDMENT TO DISTRIBUTION AGREEMENT

                          EFFECTIVE AS OF JULY 24, 2002

     THIS AMENDMENT is made this 24th day of July, 2002, between First American
Funds, Inc., a Minnesota corporation (the "Fund") and Quasar Distributors, LLC,
a Delaware limited liability company ("Distributor").

     WHEREAS, Fund and Distributor are parties to a Distribution Agreement dated
October 1, 2001, under which Distributor agreed to act as distributor and
shareholder servicing agent for Treasury Reserve Fund, and the Class A and Class
D shares of Fund's other portfolios, as were then in existence, have since been
created, or will be created from time to time; and

     WHEREAS, the parties have, as of the Effective Date first set forth above,
agreed to this Amendment to the Distribution Agreement as a result of recent
regulatory changes codified under the Understanding and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 ("USA PATRIOT Act").

NOW THEREFORE, the parties agree as follows:

     Article 9, Article 10 and Article 11, of the Distribution Agreement are
renumbered as Article 10, Article 11 and Article 12, respectively, and new
Article 9, as set forth below, is added:

     ARTICLE 9. Anti-Money Laundering Compliance Program. The USA PATRIOT Act
imposes certain obligations on Broker-Dealers through new anti-money laundering
provisions and amendments to the Bank Secrecy Act. Distributor agrees to adopt
appropriate policies and procedures sufficient to ensure compliance with federal
anti-money laundering laws and regulations, including the following:

     (f)  Filing of Forms and Reports. Distributor's exclusive business purpose
          is to provide mutual fund underwriting and distribution services, and
          it does not receive customer funds. However, any funds received by
          Distributor, including funds received by Distributor's registered
          representatives, will be processed in accordance with applicable law,
          including filing of Forms 8300, filing of Suspicious Activity Reports,
          and filing of any other forms required by applicable regulations.

     (g)  Employee Awareness and NASD Training. Distributor has implemented a
          program to educate employees with respect to its anti-money laundering
          program and applicable anti-money laundering regulations. To comply
          with the National Association of Securities Dealers training
          requirements, all Distributor's registered representatives are
          required to complete an anti-money laundering course as part of
          Distributor's Firm Element Continuing Education. The course concludes
          with a test on the subject as per the NASD Rule.





     (h)  Quarterly Reports. Distributor (i) will report to the Fund Board of
          Directors, at least quarterly, any forms filed and any compliance
          exceptions to its anti-money laundering policy, including resolution
          of such exceptions, or certify that there were no such forms filed and
          no such compliance exceptions to its anti-money laundering program;
          and (ii) will, on an annual basis, provide to the Board of Directors a
          copy of any policies created as part of its anti-money laundering
          program.

     (i)  Inspection. Distributor agrees that federal, state and other
          self-regulatory organizations' examiners shall have access to
          information and records relating to any anti-money laundering
          activities performed by Distributor for the Fund, and Distributor
          consents to any inspection authorized by law or regulation in
          connection thereof.

     (j)  Annual Audit. Distributor agrees to an annual independent audit of its
          anti-money laundering program and also agrees to respond to the Fund's
          Board of Directors with respect to each recommendation made pursuant
          to such audit.

     IN WITNESS, the Fund and Distributor have each duly executed this
Amendment, as of the day and year above written

                                       FIRST AMERICAN FUNDS, INC.

                                       By: ______________________

                                       Its:______________________


                                       QUASAR DISTRIBUTORS, LLC

                                       By: ______________________

                                       Its:______________________