SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST AMERICAN INVESTMENT FUNDS, INC.
(Name of Registrant as Specified in Its Charter)
JAMES D. ALT
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
FIRST AMERICAN INVESTMENT FUNDS, INC.
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 1995
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of each
series (each a "Fund") of First American Investment Funds, Inc. ("FAIF"), will
be held at 10:00 a.m., Eastern time, on Tuesday, June 20, 1995, at the offices
of SEI Corporation, 680 East Swedesford Road, Wayne, Pennsylvania, First Floor,
Management Conference Room. The purposes of the special meeting are as follows:
1. To establish the number of members of the Board of Directors of FAIF
at seven and to elect a Board of Directors.
2. To consider and act upon a proposed amendment to FAIF's articles of
incorporation which would reduce the quorum required to conduct
business at shareholders meetings from 30% of all outstanding shares
to 10% of all outstanding shares of FAIF or, in the case of voting by
classes or series of shares, such percentages of the applicable
classes or series.
3. To transact such other business as may properly come before the
special meeting.
THE BOARD OF DIRECTORS OF FAIF RECOMMENDS APPROVAL OF EACH ITEM LISTED
ON THIS NOTICE OF SPECIAL MEETING.
Shareholders of record on April 21, 1995 are the only persons entitled
to notice of and to vote at the special meeting.
Your attention is directed to the attached Proxy Statement. You will
receive a proxy for each of the Funds in which you owned shares at the record
date for the special meeting. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
SPECIAL MEETING, PLEASE FILL IN, SIGN, DATE AND MAIL EACH ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE IN ORDER TO SAVE ANY FURTHER SOLICITATION EXPENSE. A
postage prepaid return envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
Michael J. Radmer, Secretary
Dated: May 1, 1995.
PROXY STATEMENT
FIRST AMERICAN INVESTMENT FUNDS, INC.
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JUNE 20, 1995
The enclosed proxy is solicited by the Board of Directors of First
American Investment Funds, Inc. ("FAIF") in connection with a Special Meeting of
Shareholders of FAIF to be held on Tuesday, June 20, 1995, and at any
adjournment thereof. The cost of solicitation, including the cost of preparing
and mailing the Notice of Special Meeting and this Proxy Statement, will be paid
by FAIF's administrator SEI Financial Management Corporation (the
"Administrator"), and such mailing will take place on approximately May 1, 1995.
Directors and officers of FAIF and employees of the Administrator and of FAIF's
investment adviser, First Bank National Association, may, without cost to FAIF,
solicit proxies for management of FAIF by means of mail, telephone, or personal
calls. Persons holding shares as nominees will, upon request, be reimbursed for
their reasonable expenses incurred in sending proxy soliciting materials on
behalf of the Board of Directors to their principals.
A proxy may be revoked by giving written notice, in person or by mail,
of revocation before the special meeting to FAIF at its principal executive
offices at 680 East Swedesford Road, Wayne, Pennsylvania 19087, or by properly
executing and submitting a later-dated proxy, or by voting in person at the
special meeting. Unless revoked, properly executed proxies in which choices are
not specified by the shareholder will be voted "for" each item for which no
choice is specified, in accordance with the recommendation of the Board of
Directors. In instances where choices are specified by the shareholders in the
proxy, those proxies will be voted or the vote will be withheld in accordance
with the shareholder's choice. Abstentions will be counted as shares present at
the meeting for purposes of determining whether a quorum is present and whether
the requisite percentage of votes present at the meeting voted to approve a
proposal. Broker "non-votes" will not be counted as present for either such
purpose.
Only shareholders of record on April 21, 1995, may vote at the special
meeting or any adjournment thereof. As of that date there were issued and
outstanding the following numbers of common shares, $.0001 par value, of each
series (each a "Fund") and class of shares of FAIF:
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
Fund Outstanding Outstanding Outstanding
<S> <C> <C> <C>
Stock Fund............................................... 560,953.474 103,529.297 13,732,931.527
Equity Index Fund........................................ 106,245.563 27,922.895 16,029,602.373
Balanced Fund............................................ 1,235,829.385 80,801.902 13,755,864.597
Limited Volatility Stock Fund............................ -- -- 1,509,703.682
Asset Allocation Fund.................................... 65,579.977 20,298.650 3,666,340.470
Equity Income Fund....................................... 171,603.758 20,499.394 4,162,743.849
Diversified Growth Fund.................................. 184,865.263 10,677.308 8,352,713.306
Emerging Growth Fund..................................... 12,282.786 7,301.596 2,034,096.363
Regional Equity Fund..................................... 752,560.288 108,448.544 9,275,828.916
Special Equity Fund...................................... 548,242.112 141,545.572 10,519,476.986
Technology Fund.......................................... 20,089.262 16,381.197 1,246,293.979
International Fund....................................... 54,861.262 9,462.440 7,823,088.780
Limited Term Income Fund................................. 1,049,380.964 -- 11,714,647.622
Intermediate Term Income Fund............................ 272,282.548 -- 8,560,144.214
Fixed Income Fund........................................ 626,105.556 191,172.817 19,142,600.946
Intermediate Government Bond Fund........................ -- 221,149.512 10,003,446.201
Mortgage Securities Fund................................. 28,004.673 -- 2,813,784.008
Limited Term Tax Free Income Fund........................ 63,408.831 -- 1,368,221.962
Intermediate Tax Free Fund............................... 108,828.904 -- 3,250,292.781
Minnesota Insured Intermediate Tax Free Fund............. 188,931.852 -- 6,476,574.616
Colorado Intermediate Tax Free Fund...................... 126,534.057 -- 4,603,018.489
</TABLE>
For additional share ownership information, see "Share Ownership" elsewhere
herein. Each shareholder is entitled to one vote for each share held. Voting for
the election of directors is not cumulative, which means that the holders of a
majority of FAIF's outstanding shares have the power to elect the entire Board
of Directors. None of the matters to be presented at the special meeting will
entitle any shareholder to appraisal rights.
In the event that sufficient proxy votes in favor of the proposal set
forth in Item 2 of the Notice of Special Meeting are not received by June 20,
1995, the persons named as proxies may propose one or more adjournments of the
special meeting, for a period of not more than 120 days in the aggregate, to
permit further solicitation of proxies. Such adjournments will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the meeting. The persons named as proxies will vote in favor of such
adjournments if they are instructed by more than a majority of the shares
represented in person or by proxy to vote for the proposal set forth in Item 2
of the Notice of Special Meeting.
ANNUAL AND SEMI-ANNUAL REPORT
FAIF will furnish, without charge, a copy of its annual report for the
fiscal year ended September 30, 1994 and it most recent semi-annual report
succeeding such annual report, if any, to any shareholder upon request. Such
requests should be directed to SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087, or may be made by toll-free
telephone call to 1-800-637-2548. FAIF will provide copies of such reports to a
requesting shareholder by first class mail, or other means designed to assure
prompt delivery, within three business days of the request.
PROPOSAL 1
ELECTION OF DIRECTORS
FAIF's management recommends that the number of directors to be elected
at the special meeting be set at seven and that the seven nominees named below
be elected as directors. The enclosed proxy will be voted for the election of
the seven persons named below as directors unless such authority has been
withheld in the proxy. The term of office of persons elected will be until the
next meeting of shareholders or until their successors are elected and shall
qualify. In accordance with the Amended and Restated Articles of Incorporation
and Bylaws of FAIF and Maryland law, management of FAIF does not currently
intend to hold annual or periodically scheduled regular meetings of
shareholders. Pertinent information regarding the nominees is set forth below.
Information concerning the share ownership of each nominee is set forth
elsewhere herein under "Share Ownership."
<TABLE>
<CAPTION>
Name (Age) and Business Address Principal Occupation During Past Five Years
<S> <C>
Robert J. Dayton (53) Director of FAIF since September 1994 and of First American
5140 Norwest Center Funds, Inc. ("FAF") since December 1994; Chairman (1989-1993)
Minneapolis, Minnesota 55402 and Chief Executive Officer (1993-present),
Okabena Company (private family investment office).
Welles B. Eastman (68)* Director of FAF since January 1990 and of FAIF since April
998 Shady Lane 1991; Chairman of the Board of Directors of Annandale State
Wayzata, Minnesota 55391 Bank, Annandale, Minnesota; Vice President of First
Bank National Association from 1968 and Vice President
of the Institutional Trust Group of First Trust National
Association from 1986 until his retirement in December 1988
from such positions.
Irving D. Fish (46) Director of FAF since 1984 and of FAIF since April 901
Marquette, Suite 3200 1991; Partner and Chief Financial Officer of Fallon
Minneapolis, Minnesota 55402 McElliott, Inc., a Minneapolis-based advertising agency.
Leonard W. Kedrowski (53)* Director of FAF and FAIF since November 1993; Vice
16 Dellwood Avenue President, Chief Financial Officer, Treasurer, Secretary and
Dellwood, Minnesota 55110 Director of Anderson Corporation from 1983 to October 1992.
Joseph D. Strauss (54) Director of FAF since 1984 and of FAIF since April 1991;
8617 Edenbrook Crossing, #443 Chairman of FAF's and FAIF's Boards since 1992;
Brooklyn Park, Minnesota 55443 President of FAF and FAIF from June 1989 to November 1989;
Owner and President, Strauss Management Company, since 1993;
Owner and President, Community Resource Partnerships
Inc., since 1992; attorney-at-law.
Virginia L. Stringer (49) Director of FAF since April 1991 and of FAIF since August 1987;
712 Linwood Avenue Management Consultant; former President and Director of The
St. Paul, Minnesota 55105 Inventure Group, Inc., a management consulting and training
company, since August 1991; President of Scott's Consulting, Inc., a
management consulting company, from 1989 to 1991; President of
Scott's, Inc., a transportation company, from 1989 to 1990;
Vice President of Human Resources of The Pillsbury Company, a
food manufacturing company, from 1981 to 1989.
Gae B. Veit (52) Director of FAF and FAIF since December 7, 1993; owner and P.O.
Box 6 CEO of Shingobee Builders, Inc., a general contractor.
Loretto, Minnesota 55357
</TABLE>
* Denotes director who is an "interested person" as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the "1940 Act"). Mr. Eastman
is an "interested person" due to his ownership of shares of common stock of
First Bank System, Inc., the parent company of FAIF's investment adviser First
Bank National Association. Mr. Kedrowski is an "interested person" due to his
position as a director of Kinnard Investments, Inc., which conducts limited
brokerage transactions with such investment adviser.
FAIF does not have a standing compensation committee of the Board of
Directors. The Board of Directors has established a Board Development
(nominating) Committee of the Board of Directors for the purpose of recommending
candidates for election to the Board. None of the members of the Board
Development Committee are "interested persons" as defined by the 1940 Act. The
Board Development Committee met one time during the fiscal year ended September
30, 1994. The Board Development Committee will consider nominees recommended by
shareholders. Shareholder recommendations should be made in writing, accompanied
by pertinent information regarding nominee background and experience, and
forwarded to the Secretary of FAIF. The current members of the Board Development
Committee are Mr. Dayton, Ms. Stringer, Mr. Strauss and Ms. Veit.
In March 1994, the Board of Directors established an Audit Committee.
The functions performed by the Audit Committee are to recommend annually to the
Board a firm of independent certified public accountants to audit the books and
records of FAIF for the ensuing year; to monitor that firm's performance; to
review with the firm the scope and results of each audit and determine the need,
if any, to extend audit procedures; to confer with the firm and representatives
of FAIF on matters concerning FAIF's financial statements and reports, including
the appropriateness of its accounting practices and of its financial controls
and procedures; to evaluate the independence of the firm; to review procedures
to safeguard portfolio securities; to review the purchase by FAIF from the firm
of nonaudit services; to review all fees paid to the firm; and to facilitate
communications between the firm and FAIF's officers and directors. The Audit
Committee met one time during the fiscal year ended September 30, 1994. The
current members of the Audit Committee are Mr. Eastman, Mr. Fish, Mr.
Kedrowski and Ms. Veit.
During FAIF's fiscal year ended September 30, 1994, there were four
meetings of the full Board of Directors. During such fiscal year, no director
attended fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board on which such director served during the periods that he or she
served.
The First American Family of Funds, which includes FAIF and FAF,
currently pays only to directors of the funds who are not paid employees or
affiliates of the funds a fee of $8,400 per year plus $1,400 ($2,800 in the case
of the Chairman) per meeting of the Board attended and $400 per committee
meeting attended and reimburses travel expenses of directors and officers to
attend Board meetings. The following table sets forth certain information
regarding compensation paid to FAIF's directors by FAIF and by all funds in the
First American family, consisting of FAIF, FAF, and the former First American
Mutual Funds (collectively, the "Fund Complex"), during the year ended September
30, 1994. No officer of FAIF received compensation from FAIF in excess of
$60,000 during such fiscal year.
<TABLE>
<CAPTION>
Total
Pension or Compensation
Aggregate Retirement Benefits Estimated From FAIF and
Compensation Accrued as Part Annual Benefits Fund Complex
Director From FAIF of FAIF Expenses Upon Retirement Paid to Directors
<S> <C> <C> <C> <C>
Robert J. Dayton $1,067 $0 $0 $3,500
Welles B. Eastman $3,855 $0 $0 $12,650
Irving D. Fish $3,855 $0 $0 $12,650
Leonard W. Kedrowski $3,961 $0 $0 $13,000
Joseph D. Strauss $4,845 $0 $0 $15,900
Virginia L. Stringer $3,733 $0 $0 $12,250
Gae B. Veit $3,428 $0 $0 $11,250
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF
THE BOARD NOMINEES NAMED ABOVE. The affirmative vote of a majority of the shares
of FAIF represented at the special meeting, voting together and not as separate
series or classes, is sufficient for the election of the above nominees to the
Board of Directors, provided that a quorum (at least 30% of the outstanding
shares) is present at the special meeting in person or by proxy. Shareholders do
not have the right to cumulate their votes for directors. Unless otherwise
instructed, the proxies will vote for the seven nominees. All of the nominees
have consented to serve as directors if elected. In the event any of the
nominees are not candidates for election at the special meeting, the proxies
will vote for such other persons as management may designate. Nothing currently
indicates that such a situation will arise.
PROPOSAL 2
AMENDMENT OF ARTICLES TO REDUCE QUORUM REQUIRED FOR SHAREHOLDERS MEETING
Article IV, Section 3 of the Amended and Restated Articles of
Incorporation of FAIF (the "Articles") currently provides as follows with
respect to the quorum required in order to take action at a meeting of
shareholders:
"The presence in person or by proxy of the holders of record of 30% of
the Shares of all Classes issued and outstanding and entitled to vote
thereat shall constitute a quorum for the transaction of business at
all meetings of the stockholders except as otherwise provided by law
or in these Articles of Incorporation and except that where the
holders of Shares of any Class or Series thereof are entitled to a
separate vote as a Class or Series (for purposes of this Section 3,
such Series or Class, being referred to as a "Separate Class") or
where the holders of Shares of two or more (but not all) Classes or
series thereof are required to vote as a single Class or Series for
the purposes of this Section 3 (such Series or Classes being referred
to as a "Combined Class"), the presence in person or by proxy of the
holders of 30% of the Shares of that Separate Class or Combined Class,
as the case may be, issued and outstanding and entitled to vote
thereat shall constitute a quorum for such vote."
The Board of Directors of FAIF has approved an amendment to the Articles
reducing the foregoing quorum requirement from 30% to 10% and recommends
adoption of this amendment by shareholders.
The Board believes that a reduction in the quorum requirement is
desirable because it may reduce the time and expense associated with soliciting
and obtaining sufficient proxies from shareholders to conduct shareholders'
meetings concerning relatively routine matters, such as the election of
directors and the ratification of independent auditors. FAIF has experienced low
shareholder voting in connection with past shareholders meetings and, as a
result, its administrator and investment adviser have devoted substantial
resources to soliciting proxies in connection with such meetings. In addition,
shareholders meetings have had to be adjourned on occasion in order to obtain
sufficient proxies to take corporate action. The Board believes that the
decreased quorum requirement may mitigate these difficulties in connection with
future shareholders meetings. It also notes that the other member of the First
American family of funds, First American Funds, Inc., currently has a 10% quorum
requirement for shareholders meetings.
The proposed reduction in the quorum for shareholders meetings would
not affect voting requirements imposed on FAIF by the 1940 Act or Maryland law
with respect to certain issues. Under the 1940 Act, specified kinds of actions
must be approved by shareholders by vote of a "majority of the outstanding
voting securities," as defined in the 1940 Act, of FAIF or of each affected
Fund. Examples of such actions include approval of new Rule 12b-1 distribution
plans, of material increases in amounts payable under existing Rule 12b-1
distribution plans, of new investment advisory agreements, and of changes to a
Fund's fundamental investment policies. Under the 1940 Act, the term "majority
of the outstanding voting securities" is defined to mean the lesser of (a) the
vote of 67% or more of the shares of such Fund present at the special meeting,
if the holders of more than 50% of a Fund's outstanding shares are present or
represented by proxy, or (b) the vote of more than 50% of the outstanding shares
of the Fund. Thus, these actions cannot be taken unless at least 50% of the
outstanding shares are present or represented by proxy at a shareholders
meeting. The proposed amendment would not have the effect of changing these 1940
Act voting requirements.
Similarly, under Maryland law, amendments to corporation's articles of
incorporation and certain extraordinary corporate transactions, such as
consolidations and mergers, must be approved by at least two-thirds of all votes
entitled to be cast with respect to the issue. Thus, these actions cannot be
taken unless at least two-thirds of the outstanding shares are present or
represented by proxy at a shareholders meeting. The proposed amendment to FAIF's
Articles would not have the effect of changing these Maryland state law voting
requirements.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THIS
PROPOSAL. Approval of this proposal requires the favorable vote of at least
two-thirds of the outstanding shares of FAIF. Unless otherwise instructed, the
proxies will vote to approve this proposal.
SUPPLEMENTAL INFORMATION
The investment adviser for the Funds is First Bank National
Association, 601 Second Avenue South, Minneapolis, Minnesota 55480. First Bank
is the largest subsidiary bank of First Bank System, Inc. ("FBS"), with assets
of $14.6 billion at December 31, 1994.
The distributor of the Funds (the "Distributor") is SEI Financial
Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087. All of
the outstanding stock of SEI Financial Services Company is owned by SEI
Corporation ("SEI"), of the same address. SEI Financial Management Corporation,
another wholly owned subsidiary of SEI, acts as Administrator for the Funds.
The executive officers of FAIF and their ages and principal occupations
for the last five years are set forth below. Each may have held other positions
with the named companies during such period. Certain officers of FAIF also serve
as Trustees and officers of SEI Liquid Asset Trust, SEI Cash+Plus Trust, SEI Tax
Exempt Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI
International Trust, The Capitol Mutual Funds, Union Investors Fund, Compass
Capital Group, FFB Lexicon Funds, The Advisors' Inner Circle Fund, The Pillar
Funds, CUFund, STI Classic Funds, CoreFunds, Inc., Rembrandt Funds, First
American Funds, Inc., The Arbor Funds, 1784 Funds, Marquis Funds, Morgan
Grenfell Investment Trust, The PBHG Funds, Inc., Nationar Funds, Inc., Inventor
Funds, Inc., The Achievement Funds Trust, Insurance Investment Products Trust,
Bishop Street Funds and Crest Funds, Inc., all of which are open-end management
investment companies. The Administrator serves as administrator and the
Distributor serves as the principal underwriter for each of the foregoing
investment companies.
<TABLE>
<CAPTION>
Name (Age) and Business Address Principal Occupation During Past Five Years
<S> <C>
David G. Lee (42)* President of FAIF since April 1994; Senior Vice President
680 East Swedesford Road and Assistant Secretary of FAIF beginning June 1, 1993;
Wayne, Pennsylvania 19087 Senior Vice President of SEI, the Distributor and the
Administrator, since 1991; President of GW Sierra Trust
Funds prior to 1991.
Carmen V. Romeo (50)* Treasurer and Assistant Secretary of FAIF since November
680 East Swedesford Road 1992; Director, Executive Vice President, CFO and Treasurer
Wayne, Pennsylvania 19087 of SEI, the Distributor and the Administrator, since 1981.
Kevin P. Robins (34)* Vice President and Assistant Secretary of FAIF since April
680 East Swedesford Road 1994; Vice President, Assistant Secretary, and General
Wayne, Pennsylvania 19087 Counsel of the Administrator and Distributor since
1992; Associate, Morgan, Lewis & Bockius from 1989 to 1992.
Kathryn L. Stanton (35)* Vice President and Assistant Secretary of FAIF since
680 East Swedesford Road April 1994; Vice President and Assistant Secretary of
Wayne, Pennsylvania 19087 SEI, the Distributor and the Administrator, since 1994;
Associate, Morgan, Lewis & Bockius from 1989 to 1994.
Sandra K. Orlow (40)* Vice President and Secretary of FAIF since November 1992;
680 East Swedesford Road Vice President and Assistant Secretary of SEI, the
Wayne, Pennsylvania 19087 Distributor and the Administrator, since 1983.
Robert B. Carroll (35)* Vice President and Assistant Secretary of FAIF since April
680 East Swedesford Road 1994; Vice President and Assistant Secretary of the
Wayne, Pennsylvania 19087 Administrator and Distributor since April 1994; Division of
Investment Management, U.S. Securities and Exchange
Commission, from 1990 to 1994; Associate, McGuire, Woods,
Brattle & Boothe, before 1990.
Stephen G. Meyer (29)* Controller of FAIF since March 1995; Director of Internal
680 East Swedesford Road Audit and Risk Management of the Administrator since
Wayne, Pennsylvania 19087 1992; Senior Associate, Coopers & Lybrand, from 1990 to 1992.
Michael J. Radmer (49) Secretary of FAIF since 1991; Partner, Dorsey & Whitney
220 South Sixth Street P.L.L.P., a Minneapolis-based law firm and general counsel
Minneapolis, Minnesota 55402 to FAIF.
_______________
</TABLE>
* Each of these persons is considered to be an "interested person" of FAIF as
defined in the 1940 Act.
OTHER MATTERS
The Directors know of no other business to be brought before the
special meeting. However, if any other matters properly come before the special
meeting, it is their intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the executed proxy.
SHAREHOLDER PROPOSALS
FAIF does not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent meeting
should send their written proposals to FAIF c/o SEI Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania, 19087.
SHARE OWNERSHIP
As of April 21, 1995, the directors and officers of FAIF as a group
owned less than one percent of each class of each Fund's outstanding shares. As
of that date, the Funds were aware that the following persons owned of record
five percent or more of the outstanding shares of each class of stock of the
Funds.
<TABLE>
<CAPTION>
Class A Class B Class C
Number % of Number % of Number % of
of Shares Class of Shares Class of Shares Class
<S> <C> <C> <C> <C> <C>
STOCK FUND
Var & Co...................................... 0 0% 0 0% 10,788,232.99 78.56%
P.O. Box 64482
St. Paul, MN 55164
Diamond Retirement Plan....................... 0 0% 0 0% 2,387,880.44 17.39%
180 East Fifth Street
St. Paul, MN 55101
EQUITY INDEX FUND
Var & Co...................................... 0 0% 0 0% 15,559,664.73 97.07%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 34,279.05 31.60% 2,402.76 8.25% 0 0%
200 Liberty Street
New York, NY 10281
Southwest Securities.......................... 0 0% 17,342.30 59.55% 0 0%
1201 Elm Street
Suite 4300
Dallas, Texas 75270
BALANCED FUND
Var & Co...................................... 0 0% 0 0% 8,877,364.13 64.54%
P.O. Box 64482
St. Paul, MN 55164
Diamond Retirement Plan....................... 0 0% 0 0% 3,829,696.23 27.84%
180 East Fifth Street
St. Paul, MN 55101
National Financial Services Corporation.......1,127,837.22 91.13% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
First Trust National Association.............. 0 0% 0 0% 743,672.50 5.41%
180 East Fifth Street
St. Paul, MN 55101
LIMITED VOLATILITY STOCK FUND
Var & Co...................................... 0 0% 0 0% 1,509,703.68 100%
P.O. Box 64482
St. Paul, MN 55164
ASSET ALLOCATION FUND
Var & Co...................................... 0 0% 0 0% 3,539,341.47 96.54%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 23,757.71 35.73% 10,139.23 47.50% 0 0%
200 Liberty Street
New York, NY 10281
EQUITY INCOME FUND
Var & Co...................................... 0 0% 0 0% 4,162,743.85 100%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 0 0% 10,492.17 40.19% 0 0%
200 Liberty Street
New York, NY 10281
First Bank National Association............... 14,729.06 8.58% 0 0% 0 0%
601 Second Avenue South
Minneapolis, MN 55480
Joseph A. Green and Linda Green............... 21,687.96 12.64% 0 0% 0 0%
1122 S. Broadway
Oark Ridge, IL 60068
Kenmar B. Jauss and William C. Jauss.......... 13,130.85 7.65% 0 0% 0 0%
246 Maple Avenue
Wilmette, IL 60091
DIVERSIFIED GROWTH FUND
Var & Co...................................... 0 0% 0 0% 8,350,291.39 99.97%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 0 0% 5,754.84 37.91% 0 0%
200 Liberty Street
New York, NY 10281
EMERGING GROWTH FUND
Var & Co...................................... 0 0% 0 0% 2,018,702.61 99.24%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 6,218.92 49.88% 5,074.21 67.80% 0 0%
200 Liberty Street
New York, NY 10281
First Bank National Association............... 623.339 5.00% 0 0% 0 0%
601 Second Avenue South
Minneapolis, MN 55480
REGIONAL EQUITY FUND
Var & Co...................................... 0 0% 0 0% 7,914,602.83 85.33%
P.O. Box 64482
St. Paul, MN 55164
Diamond Retirement Plan....................... 0 0% 0 0% 1,044,802.19 11.26%
180 East Fifth Street
St. Paul, MN 55101
Warning Lites Inc............................. 40,945.48 5.39% 0 0% 0 0%
4700 Lyndale Avenue North
Minneapolis, MN 55430
SPECIAL EQUITY FUND
Var & Co...................................... 0 0% 0 0% 9,119,478.84 99.99%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 0 0% 10,442.57 6.60% 0 0%
200 Liberty Street
New York, NY 10281
TECHNOLOGY FUND
Var & Co...................................... 0 0% 0 0% 1,245,346.76 99.93%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 2,931.45 13.67% 3,760.71 19.42% 0 0%
200 Liberty Street
New York, NY 10281
INTERNATIONAL FUND
Var & Co...................................... 0 0% 0 0% 7,671,953.85 99.06%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 3,967.66 7.20% 3,831.84 33.77% 0 0%
200 Liberty Street
New York, NY 10281
Mankato State University Foundation Inc....... 18,113.06 32.88% 0 0% 0 0%
P.O. Box 8400, MSU 60
Mankato, MN 56002-8400
LIMITED TERM INCOME FUND
Var & Co...................................... 0 0% 0 0% 10,261,654.46 87.60%
P.O. Box 64482
St. Paul, MN 55164
Diamond Retirement Plan....................... 0 0% 0 0% 1,452,939.15 12.40%
180 East Fifth Street
St. Paul, MN 55101
National Financial Services Corporation....... 408,700.62 39.03% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
Planned Parenthood of Minnesota............... 69,220.01 6.61% 0 0% 0 0%
1965 Ford Parkway
St. Paul, MN 55116
INTERMEDIATE TERM INCOME FUND
Var & Co...................................... 0 0% 0 0% 8,026,978.58 93.77%
P.O. Box 64482
St. Paul, MN 55164
Diamond Retirement Plan....................... 0 0% 0 0% 533,165.64 6.23%
180 East Fifth Street
St. Paul, MN 55101
National Financial Services Corporation....... 31,924.15 11.72% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
FIXED INCOME FUND
Var & Co...................................... 0 0% 0 0% 17,017,329.75 88.89%
P.O. Box 64482
St. Paul, MN 55164
Diamond Retirement Plan....................... 0 0% 0 0% 1,820,969.36 9.51%
180 East Fifth Street
St. Paul, MN 55101
National Financial Services Corporation....... 452,255.37 71.83% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
INTERMEDIATE GOVERNMENT BOND FUND
Var & Co...................................... 0 0% 0 0% 9,413,457.88 94.10%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 65,040.25 28.40% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
MORTGAGE SECURITIES FUND
Var & Co...................................... 0 0% 0 0% 2,719,500.62 96.65%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 16,701.61 59.02% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
LIMITED TERM TAX FREE INCOME FUND
Var & Co...................................... 0 0% 0 0% 1,368,221.96 100%
P.O. Box 64482
St. Paul, MN
Western Folder Dist........................... 31,500.02 49.65% 0 0% 0 0%
1549 W. Glenlake Avenue
Itaska, IL 60143
Ann M. DePaul, George A. Tenyer, Nancy L. .... 4,238.87 6.68% 0 0% 0 0%
Adcock and Martha Andre
4612 Stafford
McHenry, IL 60050
Terrence L. Dooley and Marguerite K. Dooley... 5,924.85 9.34% 0 0% 0 0%
1964 N. Burling Street
Chicago, Illinois 60614
George A. Davidson and Patricia M Davidson.... 4,234.04 6.67% 0 0% 0 0%
219 Anderson Terrace
Des Plaines, IL 60016
National Financial Services Corporation....... 5,077.02 8.00% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
INTERMEDIATE TAX FREE FUND
Var & Co...................................... 0 0% 0 0% 3,097,506.63 95.30%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 6,386.05 5.87% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
Reynolds W. Guyer............................. 39,157.07 35.98% 0 0% 0 0%
1620 West 7th Street
St. Paul, MN 55102
Ray L. Miller and Ruty Miller................. 12,509.09 11.49% 0 0% 0 0%
7121 Road 311
New Castle, CO 81647
Dorothy M. Baker.............................. 11,103.15 10.20% 0 0% 0 0%
1721 E. 6th
Pueblo, CO 81001
MINNESOTA INSURED INTERMEDIATE TAX FREE FUND
Var & Co...................................... 0 0% 0 0% 6,280,311.61 96.97%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 83,707.75 44.74% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
D. Ward Johnson Jr. and Charlotte S. Johnson.. 10,754.42 5.75% 0 0% 0 0%
36 Kenwood Parkway
St. Paul, MN 55105
COLORADO INTERMEDIATE TAX FREE FUND
Var & Co...................................... 0 0% 0 0% 4,558,808.88 99.04%
P.O. Box 64482
St. Paul, MN 55164
National Financial Services Corporation....... 27,992.60 21.12% 0 0% 0 0%
200 Liberty Street
New York, NY 10281
Mary Boyd..................................... 9,798.86 7.39% 0 0% 0 0%
P.O. Box 5748
Snowmass Village, CO 81615
Barbara Atwood Reid POD David J. Hyman........ 9,261.12 6.99% 0 0% 0 0%
Box 1854
Aspen, CO 81612
</TABLE>
[front of proxy card]
PLEASE VOTE, SIGN BELOW AND RETURN PROMPTLY IN ENCLOSED POSTAGE-PREPAID
ENVELOPE.
PROXY SERVICES
POST OFFICE BOX 9151
FARMINGDALE, NY 11738-9608
FIRST AMERICAN INVESTMENT FUNDS, INC.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST
AMERICAN INVESTMENT FUNDS, INC.
The undersigned hereby appoints Kathryn L. Stanton, Michael J. Radmer, and
Richard J. Shoch, and each of them, with power to act without the other and with
the right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of the indicated series of First American Investment Funds, Inc.
("FAIF"), held of record by the undersigned on April 21, 1995, at the Special
Meeting of shareholders of FAIF to be held on June 20, 1995, or any adjournments
or postponements thereof, with all powers the undersigned would possess if
present in person. All previous proxies given with respect to the Special
Meeting hereby are revoked.
Proposal 1: Election of Trustees.
(See Proposal 1 in the attached Proxy Statement.)
Robert J. Dayton Welles B. Eastman Irving D. Fish Leonard W. Kedrowski
Joseph D. Strauss Virginia L. Stringer Gae B. Veit
TO WITHHOLD VOTING FOR ANY INDIVIDUAL TRUSTEE, STRIKE AN "X" IN THE "FOR ALL
EXCEPT" BOX AND WRITE THE NAME(S) ON THE LINE PROVIDED. SEE VOTING INSTRUCTIONS
BELOW.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [ ]
KEEP THIS PORTION FOR YOUR RECORDS.
[back of proxy card]
[graphic - boxes for voting and line]
USE ONLY TO WITHHOLD AUTHORITY TO VOTE ON INDIVIDUAL NOMINEES
2. PROPOSAL TO APPROVE AN AMENDMENT TO FAIF'S ARTICLES OF INCORPORATION WHICH
WOULD REDUCE THE QUORUM REQUIRED TO CONDUCT BUSINESS AT SHAREHOLDERS MEETINGS
FROM 30% OF ALL OUTSTANDING SHARES TO 10% OF ALL OUTSTANDING SHARES OF FAIF OR,
IN THE CASE OF VOTING BY CLASSES OR SERIES OF SHARES, SUCH PERCENTAGES OF THE
APPLICABLE CLASSES OR SERIES. (See Proposal 2 in the attached Proxy Statement.)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS AND THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY
YOUR EXECUTION OF THIS PROXY.
Signature Signature (Joint Owners)
______________________________________
Date
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS ABOVE. WHEN SHARES ARE HELD
BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY PARTNER OR OTHER
AUTHORIZED PERSON.
