Exhibit (h)(3)


                    AMENDMENT TO CO-ADMINISTRATION AGREEMENT

                          EFFECTIVE AS OF JUNE 5, 2002

First American Funds, Inc., a Minnesota corporation ("FAF"), is party to a
Co-Administration Agreement with and among U.S. Bancorp Asset Management, Inc.
(FKA U.S. Bancorp Piper Jaffray Asset Management, Inc.), a Delaware corporation
("USBAM"), and U.S. Bancorp Fund Services, LLC (FKA Firstar Mutual Fund
Services, LLC), a Wisconsin limited liability company ("USBFS" and together with
USBAM, the "Administrator").

         WHEREAS, the parties originally entered into a Co-Administration
Agreement (the "Agreement"), dated October 1, 2001, for the Administrator to
provide administrative and other services to FAF and its separate series; and

         WHEREAS, the parties have, as of the Effective Date first set forth
above, agreed to this Amendment to the Agreement (the "Amendment").

THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS:

1.       The Agreement is amended to reflect the following name changes of the
         Administrator:

                  On December 10, 2001, U.S. Bancorp Piper Jaffray Asset
                  Management, Inc. changed its name to U.S. Bancorp Asset
                  Management, Inc. On January 1, 2002, Firstar Mutual Fund
                  Services, LLC, changed its name to U.S. Bancorp Fund Services,
                  LLC.

2.       Article 2(B) Transfer Agency and Dividend Disbursing Services, is
         amended to replace references to "MFS" with the "Administrator" as each
         of USBFS and USBAM may provide transfer agency and dividend disbursing
         services to FAF and its separate series.


IN WITNESS WHEREOF, the parties have signed this Amendment, to be effective as
of the Effective Date set forth above. All signed copies of this Amendment shall
be deemed to be originals.

FIRST AMERICAN FUNDS, INC.                U.S. BANCORP ASSET MANAGEMENT, INC.


BY /S/ JEFFERY M. WILSON                  BY /S/ ROBERT H. NELSON
   ---------------------------------         -----------------------------------
NAME:  JEFFERY M. WILSON                  NAME:  ROBERT H. NELSON
TITLE: VP                                 TITLE: COO


U.S. BANCORP FUND SERVICES, LLC


BY /S/ JOE D. REDWINE
   ---------------------------------
NAME:  JOE D. REDWINE
TITLE: PRESIDENT