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November 14, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for First American Investment Funds, Inc.
SEC File No.33-16905
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company
Act of 1940, you are hereby notified as follows:
(i) the fiscal year of the Fund for which this Notice is
filed is the year ended September 30, 1995.
(ii) the number of securities of the same class of the
Fund which had been registered under the Securities Act
of 1933 other than pursuant to Rule 24f-2 which remained
unsold at the beginning of such fiscal year was:0.
(iii) the number of securities of the Fund registered
during such fiscal year other than pursuant to Rule
24f-2 was: $32,830,899. (1)
(iv) the number of securities of the Fund sold during
such fiscal year was: $1,277,502,839. (1)
(v) the number of securities of the Fund sold during
such fiscal year in reliance upon registration pursuant to
Rule 24f-2 was: $1,244,671,940. (1)
This Notice is accompanied by an opinion of counsel as
to whether the securities, the registration of which this Notice
makes definite in number, were legally issued, fully paid
and non-assessable as required by paragraphs (b) (1) (v)
and (c), respectively, of Rule 24f-2.
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Securities and Exchange Commission
Page Two
November 14, 1995
*Pursuant to Rule 24f-2(c) the filing fee accompanying
this Notice was calculated as follows:
(a) actual aggregate sale price of
securities sold pursuant to
Rule 24f-2 during fiscal year
(paragraph (v) above):
$1,244,671,940 (1)
(b) reduced by the difference
between:
(1) the actual aggregate re-
demption price of
securities of the Trust
redeemed by the Trust
during such fiscal year;
$441,606,410 (1)
and
(2) the actual aggregate re-
demption price of such
redeemed securities
previously applied pursuant
to Rules 24e-2(a) and 24e-1
of the Act;
0
(c) net sales
$803,065,530 (1)
Fee calculated pursuant to Section 6(b) of
the Securities Act of 1933: $276,919.15
This fee will be wired to the SEC's acct at Mellon Bank on
November 15, 1995.
(1) These amounts include purchases, sales and registered shares
for First American Mutual Funds (No. 33-49087) a registered
investment company that was merged into the Fund during the
Fund's fiscal year ended September 30, 1995.
Very truly yours,
By: /s/Stephen G Meyer
Stephen G Meyer
Controller
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November 14, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
First American Investment Funds, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland.
The Fund is about to file a Rule 24f-2 Notice pursuant
to Rule 24f-2 under the Investment Company Act of 1940,
as amended, for the purpose of making definite the
number of shares of common stock ("Shares") which
it has registered under the Securities Act of 1933, as
amended, and which it sold during its fiscal year ended
September 30, 1995.
As counsel to SEI Financial Services Company, I have
examined copies, either certified or otherwise proved
to be genuine, the Fund's Articles of Incorporation,
and By-Laws, as now in effect, the minutes of
meetings of its Directors and other documents relating
to the Fund's organization and operation, as I have deemed
necessary in rendering this opinion. I have been advised
that during its fiscal year ended September 30, 1995, the
Fund sold 112,876,213 Shares at an aggregate sales
price of $1,277,502,839 and redeemed 39,319,666
Shares having an aggregate redemption price of
$438,606,410, including sales and redemtions of shares
of First American Mutual Funds (an investment company which
was merged into the Fund during its fiscal year ended September
30, 1995). Based upon the foregoing, it is my
opinion that:
1. The Fund is authorized to issue a
total of 10 Trillion shares of common stock, par value $.0001
per share.
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Securities and Exchange Commission
Page Two
November 14, 1995
2. The 112,876,213 Shares sold
during the Fund's fiscal year ended September 30, 1995, the
registration of which will be made definite by the filing of
the accompanying Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable. I express no legal opinion with respect
to compliance with the Securities Act of 1933, the Investment
Company Act of 1940 or applicable state securities laws
in connection with the sale of such Shares.
I hereby consent to this opinion accompanying the Rule
24f-2 Notice which the Fund is about to file with the
Securities and Exchange Commission.
Very truly yours,
/s/ Kathryn L. Stanton
Kathryn L. Stanton, Esquire
