1933 Act Registration No. 33-16905
1940 Act Registration No. 811-5309
As filed with the Securities and Exchange Commission on February 2, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 35 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 36
FIRST AMERICAN INVESTMENT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
OAKS, PENNSYLVANIA 19456
(Address of Principal Executive Offices) (Zip Code)
(610) 676-1924
(Registrant's Telephone Number, including Area Code)
DAVID LEE
C/O SEI INVESTMENTS COMPANY, OAKS, PENNSYLVANIA 19456
(Name and Address of Agent for Service)
COPIES TO:
Kathryn Stanton, Esq. Michael J. Radmer, Esq.
SEI Investments Company James D. Alt, Esq.
Oaks, Pennsylvania 19456 Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
It is proposed that this filing shall become effective (check appropriate box):
[x] immediately upon filing pursuant to paragraph (b) of rule 485
[ ] on January 31, 1998 pursuant to paragraph (b) of rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on January 31, 1995 pursuant to paragraph (a)(2) of Rule 485
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. A Rule 24f-2 Notice was filed with the Securities and Exchange
Commission on November 25, 1997.
<PAGE>
Incorporation by Reference
and
Explanatory Note
Part A of this Registration Statement is incorporated by reference from
Post-Effective Amendment No. 34 to the Registration Statement of First American
Investment Funds, Inc. (File Nos. 33-16905 and 811-5309) filed on January 31,
1998.
Part B of this Registration Statement is incorporated by reference from
Post-Effective Amendment No. 34 to the Registration Statement of First American
Investment Funds, Inc. (File Nos. 33-16905 and 811-5309) filed on January 31,
1998.
This Registration Statement contains the cover page, cross-reference sheet, Part
C and signature page.
<PAGE>
FIRST AMERICAN INVESTMENT FUNDS, INC.
POST-EFFECTIVE AMENDMENT NO. 35
CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
NOTE:
PART A of this Registration Statement consists of the following documents:
(1) Retail Classes Prospectus relating to Class A and Class B Shares of
the following funds (the "Equity Funds"): Balanced Fund, Real Estate
Securities Fund, Equity Income Fund, Equity Index Fund, Stock Fund,
Diversified Growth Fund, Special Equity Fund, Regional Equity Fund,
Emerging Growth Fund, Small Cap Value Fund, Micro Cap Value Fund,
International Index Fund, International Fund, Health Sciences Fund and
Technology Fund.
(2) Institutional Class Prospectus relating to Class C Shares of the
Equity Funds.
(3) Retail Classes Prospectus relating to the Class A and Class B Shares
of the following funds (the "Fixed Income Funds"): Limited Term Income
Fund, Intermediate Term Income Fund, Fixed Income Fund and
Intermediate Government Bond Fund.
(4) Institutional Class Prospectus relating to Class C Shares of the Fixed
Income Funds.
(5) Retail Class Prospectus relating to Class A Shares of the following
funds (collectively with the Oregon Intermediate Tax Free Fund, the
"Tax Free Funds"): Intermediate Tax Free Fund, California Intermediate
Tax Free Fund, Colorado Intermediate Tax Free Fund and Minnesota
Insured Intermediate Tax Free Fund.
(6) Institutional Class Prospectus relating to Class C Shares of the Tax
Free Funds.
PART B of this Registration Statement consists of one Statement of
Additional Information which relates to all six Prospectuses listed above.
<PAGE>
CROSS REFERENCE SHEET FOR THE EQUITY FUNDS
ITEM NUMBER OF FORM N-1A
PART A CAPTION IN PROSPECTUS
RETAIL CLASSES PROSPECTUS
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Special Investment
Methods
5 Management; Distributor
5A Not Applicable
6 Fund Shares; Investing in the Funds; Federal Income Taxes
7 Distributor; Investing in the Funds; Determining the Price of
Shares
8 Redeeming Shares
9 Not Applicable
INSTITUTIONAL CLASS PROSPECTUS
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Special Investment
Methods
5A Not Applicable
5 Management; Distributor
6 Fund Shares; Purchases and Redemptions of Shares; Federal Income
Taxes
7 Distributor; Purchases and Redemptions of Shares
8 Purchases and Redemptions of Shares
9 Not Applicable
CAPTION IN COMBINED STATEMENT
PART B OF ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12 General Information
13 Additional Information Concerning Fund Investments; Investment
Restrictions
14 Directors and Executive Officers
15 Capital Stock
16 Investment Advisory and Other Services
17 Portfolio Transactions and Allocation of Brokerage
18 Not Applicable
19 Net Asset Value and Public Offering Price
20 Taxation
21 Investment Advisory and Other Services
22 Fund Performance
23 Financial Statements
<PAGE>
CROSS REFERENCE SHEET FOR THE FIXED INCOME FUNDS
ITEM NUMBER OF FORM N-1A
PART A CAPTION IN PROSPECTUS
RETAIL CLASSES PROSPECTUS
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Special Investment
Methods
5 Management; Distributor
5A Not Applicable
6 Fund Shares; Investing in the Funds; Federal Income Taxes
7 Distributor; Investing in the Funds; Determining the Price of
Shares
8 Redeeming Shares
9 Not Applicable
INSTITUTIONAL CLASS PROSPECTUS
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Special Investment
Methods
5A Not Applicable
5 Management; Distributor
6 Fund Shares; Purchases and Redemptions of Shares; Federal Income
Taxes
7 Distributor; Purchases and Redemptions of Shares
8 Purchases and Redemptions of Shares
9 Not Applicable
CAPTION IN COMBINED STATEMENT
PART B OF ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12 General Information
13 Additional Information Concerning Fund Investments; Investment
Restrictions
14 Directors and Executive Officers
15 Capital Stock
16 Investment Advisory and Other Services
17 Portfolio Transactions and Allocation of Brokerage
18 Not Applicable
19 Net Asset Value and Public Offering Price
20 Taxation
21 Investment Advisory and Other Services
22 Fund Performance
23 Financial Statements
<PAGE>
CROSS REFERENCE SHEET FOR THE TAX FREE FUNDS
ITEM NUMBER OF FORM N-1A
PART A CAPTION IN PROSPECTUS
RETAIL CLASS PROSPECTUS
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Special Investment
Methods
5 Management; Distributor
5A Not Applicable
6 Fund Shares; Investing in the Funds; Federal Income Taxes
7 Distributor; Investing in the Funds; Determining the Price of
Shares
8 Redeeming Shares
9 Not Applicable
INSTITUTIONAL CLASS PROSPECTUS
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Special Investment
Methods
5A Not Applicable
5 Management; Distributor
6 Fund Shares; Purchases and Redemptions of Shares; Federal Income
Taxes
7 Distributor; Purchases and Redemptions of Shares
8 Purchases and Redemptions of Shares
9 Not Applicable
CAPTION IN COMBINED STATEMENT
PART B OF ADDITIONAL INFORMATION
10 Cover Page
11 Table of Contents
12 General Information
13 Additional Information Concerning Fund Investments; Investment
Restrictions
14 Directors and Executive Officers
15 Capital Stock
16 Investment Advisory and Other Services
17 Portfolio Transactions and Allocation of Brokerage
18 Not Applicable
19 Net Asset Value and Public Offering Price
20 Taxation
21 Investment Advisory and Other Services
22 Fund Performance
23 Financial Statements
<PAGE>
FIRST AMERICAN INVESTMENT FUNDS, INC.
PART C -- OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements for each series of the Registrant are
incorporated by reference into the Statement of Additional
Information under the heading "Financial Statements."
(b) Exhibits
(1) (a) Amended and Restated Articles of Incorporation, as
amended through October 2, 1997. (Incorporated by
reference to Exhibit (1) to Post-Effective Amendment
No. 22 and Exhibit (1)(b) to Post-Effective Amendment
No. 25 and Exhibit (1)(b) to Post-Effective Amendment
No. 34.)
(2) Bylaws, as amended through September 12, 1997.
(Incorporated by reference to Exhibit (2) to Post-Effective
Amendment No. 25.)
(3) Not applicable.
(4) Not applicable.
(5) (a) Investment Advisory Agreement, dated April 2,
1991, between the Registrant and First Bank National
Association, as amended and supplemented through
August 1994. (Incorporated by reference to Exhibit
(5)(a) to Post-Effective Amendment No. 21.)
(5) (b) Sub-Advisory Agreement, dated March 28, 1994,
relating to International Fund between First Bank
National Association and Marvin & Palmer Associates,
Inc. (Incorporated by reference to Exhibit 5(b) to
Post-effective Amendment No. 21.)
(5) (c) Amendment No. 8 to Investment Advisory Agreement.
(Incorporated by reference to Exhibit 5(c) to
Post-Effective Amendment No. 34.)
(5) (d) Amendment No. 1 to Sub-Advisory Agreement.
(Incorporated by reference to Exhibit 5(d) to
Post-Effective Amendment No. 34.)
(6) (a) Distribution Agreement [Class A and Class C
Shares,] dated February 10, 1994, between the
Registrant and SEI Financial Services Company.
(Incorporated by reference to Exhibit (6)(a) to
Post-Effective Amendment No. 21.)
(6) (b) Distribution and Service Agreement [Class B]
dated August 1, 1994, as amended September 14, 1994
between Registrant and SEI Financial Services
Company. (Incorporated by reference to Exhibit (6)(b)
to Post-Effective Amendment No. 21.)
(6) (c) Form of Dealer Agreement. (Incorporated by reference
to Exhibit (6)(c) to Post-Effective Amendment
No. 21.)
(7) Not applicable.
(8) (a) Custodian Agreement dated September 20, 1993,
between the Registrant and First Trust National
Association, as supplemented through August 1994.
(Incorporated by reference to Exhibit (8) to
Post-Effective Amendment No. 18.)
(8) (b) Compensation Agreement dated June 1, 1995,
pursuant to Custodian Agreement. (Incorporated by
reference to Exhibit (8)(b) to Post-Effective
Amendment No. 21.)
<PAGE>
(8) (c) Compensation Agreement dated January 1, 1997,
pursuant to Custodian Agreement. (Incorporated by
reference to Exhibit 8(c) to Post-Effective Amendment
No. 27.)
(8) (d) Compensation Agreement dated as of August 5, 1997,
pursuant to Custodian Agreement. (Incorporated by
reference to Exhibit 8(d) to Post-Effective Amendment
No. 34.)
(8) (e) Compensation Agreement dated as of November 21, 1997,
pursuant to Custodian Agreement. (Incorporated by
reference to Exhibit No. 8(e) to Post-Effective
Amendment No. 34.)
(9) (a) Administration Agreement dated January 1, 1995
between the Registrant and SEI Financial Management
Corporation. (Incorporated by reference to Exhibit
(9)(a) to Post-Effective Amendment No. 23.)
(9) (b) Transfer Agency Agreement dated March 31, 1994,
between the Registrant and Supervised Service
Company, Inc. [superseded] (Incorporated by reference
to Exhibit (9)(c) to Post-Effective Amendment
No. 21.)
(9) (c) Assignment of Transfer Agency Agreement to DST
Systems, Inc. [superseded] (Incorporated by reference
to Exhibit (9)(b) to Post-Effective Amendment No.
24.)
(9) (d) Form of Transfer Agency Agreement dated as of October
1, 1996, between Registrant and DST Systems, Inc.
(Incorporated by reference to Exhibit 9(d) to
Post-Effective Amendment No. 27.)
(9) (e) Sub-Administration Agreement effective January 1,
1998, by and between SEI and First Bank National
Association. (Incorporated herein by reference to
Exhibit (9)(e) to Post-Effective Amendment No. 31.)
(9) (f) Amended and Restated Administration Agreement, dated
July 1, 1997, by and between the Registrant and SEI
Investments Management Corporation. (Incorporated
herein by reference to Exhibit 9(f) to Post-effective
Amendment No. 31.)
(9) (g) Agreement dated July 1, 1997 between SEI and First
Bank National Association. (Incorporated herein by
reference to Exhibit 9(g) to Post-Effective Amendment
No. 31.)
(9) (h) Agreement dated July 1, 1997, by and between First
Bank National Association and SEI Investments
Management Corporation. (Incorporated herein by
reference to Exhibit (9)(h) to Post-Effective
Amendment No. 31.)
(10) (a) Opinion and Consent of D'Ancona & Pflaum dated
November 10, 1987. (Incorporated by reference to
Exhibit (10)(a) to Post-Effective Amendment No. 21.)
(10) (b) Opinion and Consent of Dorsey & Whitney.
(Incorporated by reference to Exhibit (10)(a) to
Post-Effective Amendment No. 15.)
* (11) (a) (1) Opinion and Consent of Deloitte & Touche LLP
dated January 28, 1998.
* (2) Opinion and Consent of KPMG Peat Marwick LLP
dated January 28, 1998.
<PAGE>
(11) (b) Opinion and Consent of Dorsey & Whitney, dated
November 25, 1991. (Incorporated by reference to
Exhibit (11)(b) to Post-Effective Amendment No. 21.)
(12) Not applicable.
(13) Not applicable.
(14) (a) 401(k) Prototype Basic Plan Document # 02 (1989
Restatement), including Amendment Nos. 1, 2, and 3
and sample Adoption Agreement. (Incorporated by
reference to Exhibit 14(a) to Post-Effective
Amendment No. 27.)
(14) (b) Defined Contribution Prototype Basic Plan Document
#01 (1989 Restatement), including Amendment Nos. 1
and 2 and sample Adoption Agreement. (Incorporated by
reference to Exhibit 14(b) to Post-Effective
Amendment No. 27.)
(14) (c) IRA Applications and Documentation. (Incorporated by
reference to Exhibit 14(c) to Post-Effective
Amendment No. 27.)
(15) (a) Form of Distribution Plan [Class A]. (Incorporated by
reference to Exhibit (15)(a) to Post-Effective
Amendment No. 21.)
(15) (b) Class B Distribution Plan. (Incorporated by reference
to Exhibit 15(b) to Post-Effective Amendment No. 21.)
(15) (c) Service Plan [Class B]. (Incorporated by reference to
Exhibit (15)(c) to Post-Effective Amendment No. 21.)
(16) Schedule for Computation of Performance Quotations.
(Incorporated by reference to Exhibit (16) to Post-Effective
Amendment No. 34.)
(17) Financial Data Schedule meeting the requirements of Rule 483.
(Incorporated by reference to Exhibit (17) to Post-Effective
Amendment No. 34.)
(18) Multiple Class Plan Pursuant to Rule 18f-3. (Incorporated by
reference to Exhibit (18) to Post-Effective Amendment
No. 23.)
(19) (a) Powers of Attorney of Directors Dayton, Kedrowski and
Stringer. (Incorporated by reference to Exhibit (19)
to Post-Effective Amendment No. 26.)
(19) (b) Power of Attorney of Director Hunter. (Incorporated
by reference to Exhibit 19(b) to Post-Effective
Amendment No. 27)
(19) (c) Consent to being named and power of attorney of
director nominee Spies. (Incorporated by reference to
Exhibit 19(c) to Post-Effective Amendment No. 27.)
(19) (d) Power of Attorney of Director Gibson. (Incorporated
by reference to Exhibit 19(d) to Post-Effective
Amendment No. 34.)
* Filed herewith
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The following table sets forth the number of holders of shares of each
series and class of First American Investment Funds, Inc. as of January 14,
1998:
Number of
Fund Title of Class Record Holders
Stock Fund Class A 5,309
Stock Fund Class B 6,599
Stock Fund Class C 241
Equity Index Fund Class A 2,836
Equity Index Fund Class B 2,771
Equity Index Fund Class C 66
Balanced Fund Class A 3,100
Balanced Fund Class B 4,282
Balanced Fund Class C 13
Equity Income Fund Class A 550
Equity Income Fund Class B 666
Equity Income Fund Class C 68
Diversified Growth Fund Class A 1,051
Diversified Growth Fund Class B 1,021
Diversified Growth Fund Class C 122
Emerging Growth Fund Class A 447
Emerging Growth Fund Class B 317
Emerging Growth Fund Class C 63
Regional Equity Fund Class A 3,708
Regional Equity Fund Class B 5,450
Regional Equity Fund Class C 78
Special Equity Fund Class A 4,124
Special Equity Fund Class B 5,199
Special Equity Fund Class C 75
Technology Fund Class A 1,058
Technology Fund Class B 1,663
Technology Fund Class C 45
Health Sciences Fund Class A 166
Health Sciences Fund Class B 196
Health Sciences Fund Class C 14
Real Estate Securities Fund Class A 236
Real Estate Securities Fund Class B 407
Real Estate Securities Fund Class C 21
International Fund Class A 481
International Fund Class B 514
International Fund Class C 63
Micro Cap Value Fund Class A 58
Micro Cap Value Fund Class B 30
Micro Cap Value Fund Class C 21
Small Cap Value Fund Class A 2,460
Small Cap Value Fund Class B 3
Small Cap Value Fund Class C 34
International Index Fund Class A 267
International Index Fund Class B 3
International Index Fund Class C 30
Limited Term Income Fund Class A 223
Limited Term Income Fund Class B 0
<PAGE>
Limited Term Income Fund Class C 19
Intermediate Term Income Fund Class A 345
Intermediate Term Income Fund Class B 0
Intermediate Term Income Fund Class C 82
Fixed Income Fund Class A 856
Fixed Income Fund Class B 1,022
Fixed Income Fund Class C 193
Intermediate Government Bond Fund Class A 295
Intermediate Government Bond Fund Class B 0
Intermediate Government Bond Fund Class C 40
Intermediate Tax Free Fund Class A 151
Intermediate Tax Free Fund Class C 40
Minnesota Insured Intermediate
Tax Free Fund Class A 150
Minnesota Insured Intermediate Fund
Tax Free Fund Class C 26
Colorado Intermediate Tax Free Fund Class A 176
Colorado Intermediate Tax Free Fund Class C 17
California Intermediate Tax Free Fund Class A 4
California Intermediate Tax Free Fund Class C 9
Oregon Intermediate Tax Free Fund Class C 11
ITEM 27. INDEMNIFICATION
The Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify such persons for such expenses and liabilities, in
such manner, under such circumstances, and to the full extent as permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended;
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereafter amended, and any rules, regulations, or releases promulgated
thereunder.
Section 302A.521 of the Minnesota Statutes, as now enacted, provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, settlements and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding if, with respect to the acts or omissions of the
person complained of in the proceeding, the person has not been indemnified by
another organization for the same judgments, penalties, fines, settlements, and
reasonable expenses incurred by the person in connection with the proceeding
with respect to the same acts or omissions; acted in good faith, received no
improper personal benefit, and the Minnesota Statutes dealing with directors'
conflicts of interest, if applicable, have been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe that the conduct was
unlawful; and reasonably believed that the conduct was in the best interests of
the corporation or, in certain circumstances, reasonably believed that the
conduct was not opposed to the best interests of the corporation.
The Registrant undertakes that no indemnification or advance will be
made unless it is consistent with Sections 17(h) or 17(i) of the Investment
Company Act of 1940, as now enacted or hereafter amended, and Securities and
Exchange Commission rules, regulations, and releases (including, without
limitation, Investment Company Act of 1940 Release No. 11330, September 2,
1980).
Insofar as the indemnification for liability arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such
<PAGE>
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information on the business of the Registrant's investment adviser,
U.S. Bank National Association (the "Manager"), is described in the section of
each series' Statement of Additional Information, filed as part of this
Registration Statement, entitled "Investment Advisory and Other Services." The
directors and officers of the Manager are listed below, together with their
principal occupation or other positions of a substantial nature during the past
two fiscal years.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES OTHER POSITIONS AND OFFICES
NAME WITH THE MANAGER AND PRINCIPAL BUSINESS ADDRESS
<S> <C> <C>
John F. Grundhofer Chairman, President and Chief Chairman, President and Chief
Executive Officer Executive Officer of U.S. Bancorp*
Richard A. Zona Director and Vice Chairman--Finance Vice Chairman--Finance of U.S. Bancorp *
Philip G. Heasley Director and Vice Chairman Vice Chairman and Group Head of the
Retail Product Group of U.S. Bancorp *
J. Robert Hoffmann Director, Chief Credit Officer Executive Vice President and Chief
and Executive Vice President Credit Officer of U.S. Bancorp *
Lee R. Mitau Director, General Counsel, Executive Vice President, Secretary,
Executive Vice President and Secretary and General Counsel of U.S. Bancorp; prior
to October 1995 partner in Dorsey &
Whitney LLP *
Susan E. Lester Director, Executive Vice President and Executive Vice President and Chief
Chief Financial Officer Financial Officer of U.S. Bancorp; prior to
December 1995 executive vice president and
chief financial officer of Shawmut National
Corporation *
Robert D. Sznewajs Director and Vice Chairman Vice Chairman of U.S. Bancorp *
Gary T. Duim Director and Vice Chairman Vice Chairman of U.S. Bancorp *
</TABLE>
- ---------------
* Address: 601 Second Avenue South, Minneapolis, Minnesota 55402.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS:
(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal under-writer, distributor
or investment adviser:
Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor") acts as distributor for SEI Liquid Asset Trust, SEI Daily Income
Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Institutional Managed Trust,
SEI International Trust, The Advisors' Inner Circle Fund, Pillar Funds, CUFund,
STI Classic Funds, CoreFunds, Inc., First American Investment Funds, Inc., The
Arbor Fund, Boston 1784 Funds, Marquis Funds, Morgan Grenfell Investment Trust,
The PBHG Funds, Inc., The Achievement Funds Trust, Bishop Street Funds,
CrestFunds, Inc., STI Classic Variable Trust, ARK Funds, Monitor Funds, FMB
Funds, Inc., SEI Asset Allocation Trust, TIP Funds, SEI Institutional
Investments Trust, First American Strategy Funds, Inc., Highmark Funds, Armada
Funds, PBHG Insurance Series Fund, Inc. and Expedition Funds pursuant to
distribution agreements dated November 29, 1982, July 15, 1982, December 3,
1982, July 10, 1985, January 22, 1987, August 30, 1988, November 14, 1991,
February 28, 1992, May 1, 1992, May 29, 1992, October 30, 1992, November 1,
1992, January 28, 1993, June 1, 1993, August 17, 1993, January 3, 1994, December
27, 1994, January 27, 1995, March 1, 1995, August 18, 1995, November 1, 1995,
January 11, 1996, March 1, 1996, April 1, 1996, April 29, 1996, June 14, 1996,
October 1, 1996, February 15, 1997, March 8, 1997, April 1, 1997, and June 9,
1997, respectively.
The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These services
include portfolio evaluation, performance measurement, and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").
(b) Furnish the information required by the following table with respect
to each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is One Freedom Valley Drive, Oaks, Pennsylvania 19456.
<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES WITH UNDERWRITER POSITIONS AND OFFICES WITH REGISTRANT
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief --
Executive Officer
Henry H. Greer Director, President & Chief --
Operating Officer
Carmen V. Romeo Director, Executive Treasurer, Assistant Secretary
Vice President & Treasurer
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President, President -
Investment Services Division --
Dennis J. McGonigle Executive Vice President --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchinson Senior Vice President --
David G. Lee Senior Vice President President
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel Vice President & Assistant Secretary
& Secretary
Robert Wagner Senior Vice President --
<PAGE>
Patrick K. Walsh Senior Vice President --
Ronert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President & Assistant Secretary
Cynthia M. Parrish Vice President & Assistant Secretary --
Donald Pepin Vice President & Managing Director --
Kim Rainey Vice President --
Rob Redecan Vice President --
Maria Reinhart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
James Dougherty Director of Brokerage Services --
</TABLE>
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are maintained by SEI Investments Distribution Co., Oaks,
Pennsylvania 19456.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
Registrant undertakes to call a meeting of Shareholders for the purpose of
voting upon the question of removal of a Director(s) when requested in writing
to do so by the holders of at least 10% of Registrant's outstanding shares and
in connection with such meetings to comply with the provisions of Section 16(c)
of the Investment Company Act of 1940 relating to Shareholder communications.
Registrant undertakes to furnish to each person to whom a copy of the
prospectus(es) contained in this Registration Statement is delivered a copy of
the FAIF annual reports to shareholders, dated September 30, 1997 and November
30, 1997, respectively, upon the request of such person at no charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Post-Effective Amendment
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment to its Registration Statement No. 33-16905 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oaks, Commonwealth of Pennsylvania, on the 2nd day of February, 1998.
FIRST AMERICAN INVESTMENT FUNDS, INC.
ATTEST: /s/ Michael G. Beattie By /s/ Kathryn L. Stanton
------------------ ------------------
Michael G. Beattie Kathryn L. Stanton,
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacity and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Michael G. Beattie Controller (Principal **
- ------------------------- Financial and Accounting
Michael G. Beattie Officer)
* Director **
- -------------------------
Robert J. Dayton
* Director **
- -------------------------
Andrew M. Hunter III
* Director **
- -------------------------
Robert L. Spies
* Director **
- -------------------------
Leonard W. Kedrowski
* Director **
- -------------------------
Joseph D. Strauss
* Director **
- -------------------------
Virginia L. Stringer
* Director **
- -------------------------
Roger A. Gibson
* By: /s/ Kathryn L. Stanton
- -------------------------
Kathryn L. Stanton
Attorney in Fact
** February 2, 1998
Exhibit (11)(a)(1)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 34 to Registration
Statement No. 33-16905 of First American Investment Funds, Inc. on Form N-1A,
under the Securities Act of 1933, of our report dated September 12, 1997,
relating to the Qualivest Small Companies Value Fund and Qualivest International
Opportunities Fund, incorporated by reference in the Statement of Additional
Information in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Dayton, Ohio
January 28, 1998
EXHIBIT 11(a)(2)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First American Investment Funds, Inc.:
We consent to the use of our reports dated November 7, 1997 and January 9, 1998
incorporated by reference herein and to the references to our Firm under the
headings "Financial Highlights" in Part A and "Custodian; Transfer Agent;
Counsel; Accountants" in Part B of the Registration Statement.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 28, 1998
