FIRST AMERICAN INVESTMENT FUNDS INC
485APOS, 2000-12-15
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                                              1933 Act Registration No. 33-16905
                                              1940 Act Registration No. 811-5309

    As filed with the Securities and Exchange Commission on December 15, 2000

                                   FORM N-1A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|

         Pre-Effective Amendment No.         | |
         Post-Effective Amendment No. 45     |X|

                                     and/or

                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                             COMPANY ACT OF 1940 |X|

                                Amendment No. 45

                      FIRST AMERICAN INVESTMENT FUNDS, INC.
               (Exact Name of Registrant as Specified in Charter)

                             601 Second Avenue South
                          Minneapolis, Minnesota 55402
               (Address of Principal Executive Offices) (Zip Code)

                                 (612) 973-0384
              (Registrant's Telephone Number, including Area Code)

                             Christopher O. Petersen
                              U.S. Bank - MPFP2016
                             601 Second Avenue South
                          Minneapolis, Minnesota 55402
                     (Name and Address of Agent for Service)


It is proposed that this filing shall become effective (check appropriate box):

         | | immediately upon filing pursuant to paragraph (b) of Rule 485
         | | on (date) pursuant to paragraph (b) of Rule 485
         | | 60 days after filing pursuant to paragraph (a)(1) of Rule 485
         | | on February 1, 1999 pursuant to paragraph (a)(1) of Rule 485
         |X| 75 days after filing pursuant to paragraph (a)(2) of Rule 485
         | | on (date) pursuant to paragraph (a)(2) of Rule 485

<PAGE>


                                                      FEBRUARY 28, 2001


                                                      ASSET CLASSES

                                                       *   EQUITY FUNDS
                                                       *   FUNDS OF FUNDS
                                                      (*)  BOND FUNDS
                                                       *   TAX FREE FUNDS
                                                       *   MONEY MARKET FUNDS


PROSPECTUS

FIRST AMERICAN INVESTMENT FUNDS, INC.



FIRST AMERICAN

BOND
    FUNDS


CLASS A, CLASS B,
AND CLASS C SHARES


HIGH YIELD BOND FUND



AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THE SHARES OF THIS FUND, OR DETERMINED IF THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY STATEMENT TO THE
CONTRARY IS A CRIMINAL OFFENSE.


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


Table of
CONTENTS


--------------------------------------------------------------------------------
       FUND SUMMARY
--------------------------------------------------------------------------------
         High Yield Bond Fund                                        2
--------------------------------------------------------------------------------
       POLICIES & SERVICES
--------------------------------------------------------------------------------
         Buying Shares                                               4
--------------------------------------------------------------------------------
         Selling Shares                                              8
--------------------------------------------------------------------------------
         Managing Your Investment                                    9
--------------------------------------------------------------------------------
       ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
         Management                                                 11
--------------------------------------------------------------------------------
         More About The Fund                                        12
--------------------------------------------------------------------------------
         Financial Highlights                                       14
--------------------------------------------------------------------------------
       FOR MORE INFORMATION                                 Back Cover
--------------------------------------------------------------------------------

<PAGE>


Fund Summary
INTRODUCTION



This section of the prospectus describes the objectives of the First American
High Yield Bond Fund, summarizes the main investment strategies used by the fund
in trying to achieve its objectives, and highlights the risks involved with
these strategies. It also provides you with information about the performance,
fees, and expenses of the fund.


AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF U.S. BANK NATIONAL ASSOCIATION AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.


                        1      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Fund Summary
HIGH YIELD BOND FUND

--------------------------------------------------------------------------------
OBJECTIVE

High Yield Bond Fund's objective is to provide investors with a high level of
current income.

--------------------------------------------------------------------------------
MAIN INVESTMENT STRATEGIES

Under normal market conditions, High Yield Bond Fund will invest primarily (at
least 80% of its total assets) in securities rated lower than investment grade
at the time of purchase or in unrated securities of comparable quality
(securities commonly referred to as "junk bonds"). These securities generally
provide high income in an effort to compensate investors for their higher risk
of default, which is the failure to make required interest or principal
payments. High yield bond issues include small or relatively new companies
lacking the history or capital to merit investment-grade status, former blue
chip companies downgraded because of financial problems, companies electing to
borrow heavily to finance or avoid a takeover or buyout, and firms with heavy
debt loads.

Fund managers employ a bottom up approach to investing. They devote more
resources to evaluating individual securities rather than assessing
macro-economic trends. Securities are selected using fundamental credit research
to identify relative value in the market. Positions are sold in anticipation of
credit deterioration or when a security is priced expensively relative to other
comparable investments.

There is no minimum rating requirement and no limitation on the average maturity
or average effective duration of securities held by the fund.

The fund may invest up to 25% of its total assets in foreign debt security
payable in U.S. dollars.

To generate additional income, the fund may lend securities representing up to
one-third of the value of its total assets to broker-dealers, banks, and other
institutions.

--------------------------------------------------------------------------------
MAIN RISKS

The price and yield of this fund will change daily due to changes in interest
rates and other factors, which means you could lose money. The main risks of
investing in this fund include:

RISKS OF HIGH-YIELD SECURITIES. The fund will invest primarily in securities
rated lower than investment grade or in unrated securities of comparable
quality. These securities are commonly called "high-yield" securities or "junk
bonds." High yield securities carry more risk to principal than investment grade
securities. These bonds are almost always uncollateralized and subordinate to
other debt that an issuer may have outstanding. In addition, both individual
high yield securities and the entire high yield bond market can experience sharp
price swings due to a variety of factors, including changes in economic
forecasts, stock market activity, large sustained sales by major investors, or a
high profile default.

CREDIT RISK. An issuer of debt securities may not make timely principal or
interest payment on its securities, or the other party to a contract (such as a
securities lending agreement) may default on its obligations. If an Issuer
defaults, the fund will lose money. Companies issuing high-yield bonds are not
as strong financially as those with higher credit ratings, so the bonds are
usually considered speculative investments. These companies are more vulnerable
to financial setbacks and recession than more creditworthy companies, which may
impair their ability to make interest payments. Therefore, the credit risk for
the fund's portfolio increases when the U.S. economy slows or enters a
recession.

INTEREST RATE RISK. Debt securities typically decrease in value when interest
rates rise. This risk is usually greater for longer-term debt securities.

INCOME RISK. The fund's income could decline due to falling market interest
rates.

CALL RISK. During periods of falling interest rates, a bond issuer may "call" --
or repay -- its high-yielding bonds before their maturity date. The fund would
then be forced to invest the unanticipated proceeds at lower interest rates,
resulting in a decline in the fund's income.

LIQUIDITY AND PRICING RISK. High yield bonds generally have more limited trading
opportunities than higher credit quality securities. This makes it more
difficult to buy and/or sell a security at a favorable price or time.
Consequently, the fund may have to accept a lower price to sell a security, sell
other securities to raise cash or give up an investment opportunity, any of
which could have a negative effect on the fund's performance. Infrequent trading
of securities may also lead to an increase in their price volatility. Because of
their limited trading, market prices may be unavailable for these securities, in
which case their fair value prices will be determined in good faith using
methods approved by the fund's board of directors. See "Policies & Services --
Buying Shares, Calculating Your Share Price" and "More About The Fund -- Risks,
Liquidity Risk."

FOREIGN SECURITY RISK. Securities of foreign issuers, even when
dollar-denominated and publicly traded in the United States, may involve risks
not associated with the securities of domestic issuers, including the risks of
adverse currency fluctuations and of political or social instability or
diplomatic developments that could adversely affect the securities.

--------------------------------------------------------------------------------
FUND PERFORMANCE

Because High Yield Bond Fund shares were not offered prior to the date of this
prospectus, no performance information is presented for these shares.


                        2      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Fund Summary
HIGH YIELD BOND FUND CONTINUED

--------------------------------------------------------------------------------
FEES AND EXPENSES

As an investor, you pay fees and expenses to buy and hold shares of the fund.
You pay shareholder fees directly when you buy or sell shares. You pay annual
fund operating expenses indirectly since they are deducted from fund assets.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES                                                               CLASS A        CLASS B       CLASS C
-------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>            <C>           <C>
 MAXIMUM SALES CHARGE (LOAD)
 AS A % OF OFFERING PRICE                                                        4.25%(1)       0.00%         1.00%

 MAXIMUM DEFERRED SALES CHARGE (LOAD)
 AS A % OF ORIGINAL PURCHASE PRICE OF REDEMPTION PROCEEDS, WHICHEVER IS LESS     0.00%(2)       5.00%         1.00%

 ANNUAL MAINTENANCE FEE(3)
 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500                               $ 25           $ 25          $ 25

ANNUAL FUND OPERATING EXPENSES AS A % OF AVERAGE NET ASSETS
-------------------------------------------------------------------------------------------------------------------
 Management Fees                                                                 0.70%          0.70%         0.70%
 Distribution and Service (12b-1) Fees                                           0.25%          1.00%         1.00%
 Other Expenses(4)                                                               0.19%          0.19%         0.19%
 TOTAL                                                                           1.14%          1.89%         1.89%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)Certain investors may qualify for reduced sales charges. See "Buying Shares
   -- Calculating Your Share Price."

(2)Class A share investments of $1 million or more on which no front-end sales
   charge is paid may be subject to a contingent deferred sales charge. See
   "Buying Shares -- Calculating Your Share Price."

(3)The fund reserves the right to charge your account an annual maintenance fee
   of $25 if your balance falls below $500 as a result of selling or exchanging
   shares. See "Policies & Services -- Selling Shares, Accounts with Low
   Balances."

(4)"Other expenses" are based on estimated amounts for the current fiscal year.

--------------------------------------------------------------------------------

 EXAMPLE This example is intended to help you compare the cost of investing in
 the fund with the cost of investing in other mutual funds. It assumes that you
 invest $10,000 for the time periods indicated, that your investment has a 5%
 return each year, and that the fund's operating expenses remain the same.
 Although your actual costs and returns may differ, based on these assumptions
 your costs would be:

<TABLE>
<CAPTION>
                                       CLASS B                  CLASS B                 CLASS C                  CLASS C
                           assuming redemption   assuming no redemption     assuming redemption   assuming no redemption
               CLASS A   at end of each period    at end of each period   at end of each period    at end of each period
------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>                    <C>                       <C>                     <C>
   1 year         $536                    $692                     $192                    $390                     $290
   3 years        $772                    $994                     $594                    $688                     $688
</TABLE>


                        3      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES

You may become a shareholder in the fund with an initial investment of $1,000 or
more ($250 for a retirement plan or a Uniform Gifts to Minors Act/Uniform
Transfers to Minors Act (UGMA/UTMA) account). Additional investments can be made
for as little as $100 ($25 for a retirement plan or an UGMA/UTMA account). The
fund has the right to waive these minimum investment requirements for employees
of the fund's advisor and its affiliates. The fund also has the right to reject
any purchase order.

--------------------------------------------------------------------------------
CHOOSING A SHARE CLASS

Each class has its own cost structure. The amount of your purchase and the
length of time you expect to hold your shares will be factors in determining
which class of shares is best for you.

CLASS A SHARES. If you are making an investment that qualifies for a reduced
sales charge, Class A shares may be best for you. Class A shares feature:

*  a front-end sales charge, described below.

*  lower annual expenses than Class B or Class C shares. See "Fund Summaries"
   for more information on fees and expenses.

Because Class A shares will normally be the better choice if your investment
qualifies for a reduced sales charge:

*  orders for Class B shares for $250,000 or more will be treated as orders for
   Class A shares.

*  orders for Class C shares for $1 million or more will be treated as orders
   for Class A shares.

*  orders for Class B or Class C shares by an investor eligible to purchase
   Class A shares without a front-end sales charge will be treated as orders for
   Class A shares.

CLASS B SHARES. If you want all your money to go to work for you immediately,
you may prefer Class B shares. Class B shares have no front-end sales charge.
However, Class B shares do have:

*  higher annual expenses than Class A shares. See "Fund Summaries -- Fees and
   Expenses."

*  a back-end sales charge, called a "contingent deferred sales charge," if you
   redeem your shares within six years of purchase.

*  automatic conversion to Class A shares approximately eight years after
   purchase, thereby reducing future annual expenses.

CLASS C SHARES. These shares combine some of the characteristics of Class A and
Class B shares. Class C shares have a low front-end sales charge of 1%, so more
of your investment goes to work immediately than if you had purchased Class A
shares. However, Class C shares also feature:

*  a 1% contingent deferred sales charge if you redeem your shares within 18
   months of purchase.

*  higher annual expenses than Class A shares. See "Fund Summaries -- Fees and
   Expenses."

*  no conversion to Class A shares.

Because Class C shares do not convert to Class A shares, they will continue to
have higher annual expenses than Class A shares for as long as you hold them.

--------------------------------------------------------------------------------
12b-1 FEES

The fund has adopted a plan under Rule 12b-1 of the Investment Company Act that
allows it to pay the fund's distributor an annual fee for the distribution and
sale of its shares and for services provided to shareholders.

For                                         12b-1 fees are equal to:
--------------------------------------------------------------------------------
Class A shares                              0.25% of average daily net assets
Class B shares                              1% of average daily net assets
Class C shares                              1% of average daily net assets

Because these fees are paid out of the fund's assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.

The Class A share 12b-1 fee is a shareholder servicing fee. For Class B and
Class C shares, a portion of the 12b-1 fee equal to 0.25% of average daily net
assets is a shareholder servicing fee and 0.75% is a distribution fee.

The fund's distributor uses the shareholder servicing fee to compensate
investment professionals, participating institutions and "one-stop" mutual fund
networks (institutions) for providing ongoing services to shareholder accounts.
These institutions receive shareholder servicing fees equal to 0.25% of the
fund's Class A, Class B, and Class C share average daily net assets attributable
to shares sold through them. For net asset value sales of Class A shares on
which the institution receives a commission, the institution does not begin to
receive its shareholder servicing fee until one year after the shares are sold.
The fund's distributor also pays institutions that sell Class C shares a 0.75%
annual distribution fee beginning one year after the shares are sold. The fund's
distributor retains the Class B share 0.75% annual distribution fee in order to
finance the payment of sales commissions to institutions which sell Class B
shares. See "Buying Shares -- Class B Shares." The advisor or the distributor
may pay additional fees to institutions out of their own assets in exchange for
sales and/or administrative services performed on behalf of the institution's
customers.


                        4      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES CONTINUED

--------------------------------------------------------------------------------
CALCULATING YOUR SHARE PRICE

Your purchase price will be based on the fund's net asset value (NAV) per share,
which is generally calculated as of the close of regular trading on the New York
Stock Exchange (usually 3 p.m. Central time) every day the exchange is open.

The fund's NAV is equal to the market value of its investments and other assets,
less any liabilities, divided by the number of fund shares. If market prices are
not readily available for an investment or if the advisor believes they are
unreliable, fair value prices may be determined in good faith using methods
approved by the fund's board of directors.

CLASS A SHARES. Your purchase price for Class A shares is typically the net
asset value of your shares, plus a front-end sales charge. Sales charges vary
depending on the amount of your purchase. The fund's distributor receives the
sales charge you pay and reallows a portion of the sales charge to your
investment professional or participating institution.

                                                                         Maximum
                                               Sales Charge          Reallowance
                                          as a % of     as a % of      as a % of
                                           Offering     Net Asset       Purchase
                                              Price         Value          Price
--------------------------------------------------------------------------------
Less than  $ 50,000                           4.25%         4.44%          4.00%
$ 50,000 - $ 99,999                           4.00%         4.17%          3.75%
$100,000 - $249,999                           3.25%         3.36%          3.00%
$250,000 - $499,999                           2.25%         2.30%          2.00%
$500,000 - $999,999                           1.75%         1.78%          1.50%
$1 million and over                              0%            0%             0%

REDUCING YOUR SALES CHARGE. As shown in the preceding table, larger purchases of
Class A shares reduce the percentage sales charge you pay. You also may reduce
your sales charge in the following ways:

PRIOR PURCHASES. Prior purchases of Class A shares of any First American fund
(except a money market fund) will be factored into your sales charge
calculation. That is, you will receive credit for either the original purchase
price or the current net asset value of the other Class A shares you hold at the
time of your purchase, whichever is greater. For example, let's say you're
making a $10,000 investment and you already own other First American fund Class
A shares that you purchased for $25,000, but are now valued at $45,000. Since
the current net asset value of your shares is greater than their purchase price,
you will receive credit for their current value and your sales charge will be
based on a total purchase amount of $55,000. To receive a reduced sales charge,
you must notify the fund of your prior purchases. This must be done at the time
of purchase, either directly with the fund in writing or by notifying your
investment professional or financial institution.

PURCHASES BY RELATED ACCOUNTS. Concurrent and prior purchases of Class A shares
of any First American fund by certain other accounts also will be combined with
your purchase to determine your sales charge. For example, purchases made by
your spouse or children under age 21 will reduce your sales charge. To receive a
reduced sales charge, you must notify the fund of purchases by any related
accounts. This must be done at the time of purchase, either directly with the
funds in writing or by notifying your investment professional or financial
institution.

LETTER OF INTENT. If you plan to invest $50,000 or more over a 13-month period
in Class A shares of any First American fund except the money market funds, you
may reduce your sales charge by signing a non-binding letter of intent. (If you
do not fulfill the letter of intent, you must pay the applicable sales charge.)
In addition, if you reduce your sales charge to zero under a letter of intent
and then sell your Class A shares within 18 months of their purchase, you may be
charged a contingent deferred sales charge of 1%. See "For Investments of Over
$1 Million."

More information on these ways to reduce your sales charge appears in the
Statement of Additional Information (SAI). The SAI also contains information on
investors who are eligible to purchase Class A shares without a sales charge.

--------------------------------------------------------------------------------

   FOR INVESTMENTS OF OVER $1 MILLION

   There is no initial sales charge on Class A share purchases of $1 million or
   more. However, your investment professional or financial institution may
   receive a commission of up to 1% on your purchase. If such a commission is
   paid, you will be assessed a contingent deferred sales charge (CDSC) of 1% if
   you sell your shares within 18 months. To find out whether you will be
   assessed a CDSC, ask your investment professional or financial institution.
   The fund's distributor receives any CDSC imposed when you sell your Class A
   shares. The CDSC is based on the value of your shares at the time of purchase
   or at the time of sale, whichever is less. The charge does not apply to
   shares you acquired by reinvesting your dividend or capital gain
   distributions.

   To help lower your costs, shares that are not subject to a CDSC will be sold
   first. Other shares will then be sold in an order that minimizes your CDSC.
   The CDSC for Class A shares will be waived for:

   *  redemptions following the death or disability (as defined in the Internal
      Revenue Code) of a shareholder.

   *  redemptions that equal the minimum required distribution from an
      individual retirement account or other retirement plan to a shareholder
      who has reached the age of 70 1/2.

   *  redemptions through a systematic withdrawal plan, at a rate of up to 12% a
      year of your account's value. During the first year, the 12% annual limit
      will be based on the value of your account on the date the plan is
      established. Thereafter, it will be based on the value of your account on
      the preceding December 31.


                        5      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES CONTINUED

CLASS B SHARES. Your purchase price for Class B shares is their net asset value
-- there is no front-end sales charge. However, if you redeem your shares within
six years of purchase, you will pay a back-end sales charge, called a contingent
deferred sales charge (CDSC). Although you pay no front-end sales charge when
you buy Class B shares, the fund's distributor pays a sales commission of 4.35%
of the amount invested to investment professionals and financial institutions
which sell Class B shares. The fund's distributor receives any CDSC imposed when
you sell your Class B shares.

Your CDSC will be based on the value of your shares at the time of purchase or
at the time of sale, whichever is less. The charge does not apply to shares you
acquired by reinvesting your dividend or capital gain distributions. Shares will
be sold in the order that minimizes your CDSC.

                                                             CDSC as a % of the
Year since purchase                                         value of your shares
--------------------------------------------------------------------------------
First                                                                5%
Second                                                               5%
Third                                                                4%
Fourth                                                               3%
Fifth                                                                2%
Sixth                                                                1%
Seventh                                                              0%
Eighth                                                               0%

Your Class B shares and any related shares acquired by reinvesting your dividend
or capital gain distributions will automatically convert to Class A shares eight
years after the first day of the month you purchased the shares. For example, if
you purchase Class B shares on June 15, 2001, they will convert to Class A
shares on June 1, 2009.

The CDSC will be waived for:

*  redemptions following the death or disability (as defined in the Internal
   Revenue Code) of a shareholder.

*  redemptions that equal the minimum required distribution from an individual
   retirement account or other retirement plan to a shareholder who has reached
   the age of 70 1/2.

*  redemptions through a systematic withdrawal plan, at a rate of up to 12% a
   year of your account's value. During the first year, the 12% annual limit
   will be based on the value of your account on the date the plan is
   established. Thereafter, it will be based on the value of your account on the
   preceding December 31.

CLASS C SHARES. Your purchase price for Class C shares is their net asset value
plus a front-end sales charge equal to 1% of the purchase price (1.01% of the
net amount invested). If you redeem your shares within 18 months of purchase,
you will be assessed a contingent deferred sales charge (CDSC) of 1% of the
value of your shares at the time of purchase or at the time of sale, whichever
is less. The CDSC does not apply to shares you acquired by reinvesting your
dividend or capital gain distributions. Shares will be sold in the order that
minimizes your CDSC.

Even though your sales charge is only 1%, the fund's distributor pays a
commission equal to 2% of your purchase price to your investment professional or
participating institution. Additionally, the advisor may pay its affiliated
broker-dealer, U.S. Bancorp Piper Jaffray Inc., an additional commission of up
to 3% of your purchase price. The distributor receives any CDSC imposed when you
sell your Class C shares.

The CDSC for Class C shares will be waived in the same circumstances as the
Class B share CDSC. See "Class B Shares" above.

Unlike Class B shares, Class C shares do not convert to Class A shares after a
specified period of time. Therefore, your shares will continue to have higher
annual expenses than Class A shares.

--------------------------------------------------------------------------------
HOW TO BUY SHARES

You may buy shares on any day the New York Stock Exchange is open. However
purchases of shares may be restricted in the event of an early or unscheduled
close of the New York Stock Exchange. Your shares will be priced at the next NAV
calculated after your order is accepted by the fund, plus any applicable sales
charge. To make sure that your order is accepted, follow the directions for
purchasing shares given below.

BY PHONE. You may purchase shares by calling your investment professional or
financial institution, if they have a sales agreement with the fund's
distributor. In many cases, your order will be effective that day if received by
your investment professional or financial institution by the close of regular
trading on the New York Stock Exchange. In some cases, however, you will have to
transmit your request by an earlier time in order for your purchase request to
be effective that day. This allows your investment professional or financial
institution time to process your request and transmit it to the fund. Some
financial institutions may charge a fee for helping you purchase shares. Contact
your investment professional or financial institution for more information.

If you are paying by wire, you may purchase shares by calling Investor Services
at 1-800-637-2548 before the close of regular trading on the New York Stock
Exchange (usually 3 p.m. Central time). All information will be taken over the
telephone, and your order will be placed when the fund's custodian receives
payment by wire. Wire federal funds as follows:

U.S. Bank National Association, Minneapolis, MN
ABA Number 091000022

For Credit to: DST Systems, Inc.:
Account Number 160234580266

For Further Credit to (investor name, account number and fund name)

You cannot purchase shares by wire on days when federally chartered banks are
closed.


                        6      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES CONTINUED

BY MAIL. To purchase shares by mail, simply complete and sign a new account
form, enclose a check made payable to the fund you wish to invest in, and mail
both to:

First American Funds
c/o DST Systems, Inc.
P.O. Box 219382
Kansas City, Missouri 64121-9382

After you have established an account, you may continue to purchase shares by
mailing your check to First American Funds at the same address.

Please note the following:

*  all purchases must be made in U.S. dollars.

*  third-party checks, credit cards, credit card checks and cash are not
   accepted.

*  if a check does not clear your bank, the fund reserves the right to cancel
   the purchase, and you could be liable for any losses or fees incurred.

--------------------------------------------------------------------------------
INVESTING AUTOMATICALLY

To purchase shares as part of a savings discipline, you may add to your
investment on a regular basis:

*  by having $100 or more ($25 for a retirement plan or a Uniform Gifts to
   Minors Act/Uniform Transfers to Minors Act account) automatically withdrawn
   from your bank account on a periodic basis and invested in fund shares.

*  through automatic monthly exchanges of your shares of Prime Obligations Fund,
   a money market fund in the First American family of funds. Exchanges must be
   made into the same class of shares that you hold in Prime Obligations Fund.

You may apply for participation in either of these programs through your
investment professional or financial institution or by calling Investor Services
at 1-800-637-2548.


                        7      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
SELLING SHARES

--------------------------------------------------------------------------------
HOW TO SELL SHARES

You may sell your shares on any day when the New York Stock Exchange is open.
However redemption of shares may be restricted in the event of an early or
unscheduled close of the New York Stock Exchange. Your shares will be sold at
the next NAV calculated after your order is accepted by the fund, less any
applicable contingent deferred sales charge. Be sure to read the section "Buying
Shares" for a description of contingent deferred sales charges. To make sure
that your order is accepted, follow the directions for selling shares given
below.

The proceeds from your sale normally will be mailed or wired within three days,
but in no event more than seven days, after your request is received in proper
form.

To minimize the effect of large redemption requests, each fund reserves the
right to fulfill these redemption requests by distributing readily marketable
securities in the fund's portfolio, rather than paying you in cash. See
"Policies & Services -- Managing Your Investment, Redemption In-Kind."

To minimize the effect of large redemption requests, the fund reserves the right
to fulfill these redemption requests by distributing readily marketable
securities in the portfolio, rather than paying you in cash. See "Policies &
Services -- Managing Your Investment, Redemption In-Kind."

BY PHONE. If you purchased shares through an investment professional or
financial institution, simply call them to sell your shares. In many cases, your
redemption will be effective that day if received by your investment
professional or financial institution by the close of regular trading on the New
York Stock Exchange. In some cases, however, you will have to call by an earlier
time in order for your redemption to be effective that day. This allows your
investment professional or financial institution time to process your request
and transmit it to the fund. Contact your investment professional or financial
institution directly for more information.

If you did not purchase shares through an investment professional or financial
institution, you may sell your shares by calling Investor Services at
1-800-637-2548. Proceeds can be wired to your bank account (if the proceeds are
at least $1,000 and you have previously supplied your bank account information
to the fund) or sent to you by check. The fund reserves the right to limit
telephone exchanges to $50,000 per day.

If you recently purchased your shares by check or through the Automated Clearing
House (ACH), proceeds from the sale of those shares may not be available until
your check or ACH payment has cleared, which may take up to 15 calendar days
from the date of purchase.

BY MAIL. To sell shares by mail, send a written request to your investment
professional or financial institution, or to the fund at the following address:

First American Funds
c/o DST Systems, Inc.
P.O. Box 219382
Kansas City, Missouri 64121-9382

Your request should include the following information:

*  name of the fund.
*  account number.
*  dollar amount or number of shares redeemed.
*  name on the account.
*  signatures of all registered account owners.

Signatures on a written request must be guaranteed if:

*  you would like the proceeds from the sale to be paid to anyone other than to
   the shareholder of record.

*  you would like the check mailed to an address other than the address on the
   funds' records.

*  your redemption request is for $50,000 or more.

A signature guarantee assures that a signature is genuine and protects
shareholders from unauthorized account transfers. Banks, savings and loan
associations, trust companies, credit unions, broker-dealers and member firms of
a national securities exchange may guarantee signatures. Call your financial
institution to determine if it has this capability.

Proceeds from a written redemption request will be sent to you by check unless
another form of payment is requested.

--------------------------------------------------------------------------------
SYSTEMATIC WITHDRAWALS

If your account has a value of $5,000 or more, you may redeem a specific dollar
amount from your account on a regular basis. To set up systematic withdrawals,
contact your investment professional or financial institution.

You should not make systematic withdrawals if you plan to continue investing in
the fund, due to sales charges and tax liabilities.

--------------------------------------------------------------------------------
REINVESTING AFTER A SALE

If you sell Class A shares of a First American Fund, you may reinvest in Class A
shares of that fund or another First American fund within 180 days without a
sales charge. To reinvest in Class A shares at net asset value (without paying a
sales charge), you must notify the fund directly in writing or notify your
investment professional or financial institution.

--------------------------------------------------------------------------------

   ACCOUNTS WITH LOW BALANCES

   Except for retirement plans and Uniform Gifts to Minors Act/Uniform Transfers
   to Minors Act accounts, if your account balance falls below $500 as a result
   of selling or exchanging shares, the fund reserves the right to either:

   *  deduct a $25 annual account maintenance fee, or

   *  close your account and send you the proceeds, less any
      applicable contingent deferred sales charge.

   Before taking any action, however, the fund will send you written notice of
   the action it intends to take and give you 30 days to re-establish a minimum
   account balance of $500.


                        8      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
MANAGING YOUR INVESTMENT

--------------------------------------------------------------------------------
EXCHANGING SHARES

If your investment goals or your financial needs change, you may move from one
First American fund to another. There is no fee to exchange shares.

Generally, you may exchange your shares only for shares of the same class.
However, you may exchange your Class A shares for Class Y shares of the same or
another First American fund if you subsequently become eligible to participate
in that class (for example, by opening a fiduciary, custody or agency account
with a financial institution which invests in Class Y shares).

Exchanges are made based on the net asset value per share of each fund at the
time of the exchange. When you exchange your Class A shares of the fund for
Class A shares of another First American fund, you do not have to pay a sales
charge. When you exchange your Class B or Class C shares for Class B or Class C
shares of another First American fund, the time you held the shares of the "old"
fund will be added to the time you hold the shares of the "new" fund for
purposes of determining your CDSC or, in the case of Class B shares, calculating
when your shares convert to Class A shares.

Before exchanging into any fund, be sure to read its prospectus carefully. A
fund may change or cancel its exchange policies at any time. You will be
notified of any changes. The funds have the right to limit exchanges to four
times per year.

BY PHONE. If both funds have identical shareholder registrations, you may
exchange shares by calling your investment professional, your financial
institution, or by calling the funds directly. To request an exchange through
the funds, call Investor Services at 1-800-637-2548. Your instructions must be
received before 3 p.m. Central time, or by the time specified by your investment
professional or financial institution, in order for shares to be exchanged the
same day.

BY MAIL.  To exchange shares by written request, please follow the procedures
under "Selling Shares." Be sure to include the names of both funds involved in
the exchange.

--------------------------------------------------------------------------------

   TELEPHONE TRANSACTIONS

   You may buy, sell, or exchange shares by telephone, unless you elected on
   your new account form to restrict this privilege. If you wish to reinstate
   this option on an existing account, please call Investor Services at
   1-800-637-2548 to request the appropriate form.

   The funds and their agents will not be responsible for any losses that may
   result from acting on wire or telephone instructions that they reasonably
   believe to be genuine. The funds and their agents will each follow reasonable
   procedures to confirm that instructions received by telephone are genuine,
   which may include taping telephone conversations.

   It may be difficult to reach the funds by telephone during periods of unusual
   market activity. If you are unable to reach the funds or their agents by
   telephone, please consider sending written instructions.

--------------------------------------------------------------------------------
REDEMPTION IN-KIND

Generally, proceeds from redemption requests will be paid in cash. However, to
minimize the effect of large redemption requests on the fund and its remaining
shareholders, the fund reserves the right to pay part or all of the proceeds
from a redemption request in a proportionate share of readily marketable
securities in the fund instead of in cash. In selecting securities for a
redemption in-kind, the advisor will consider the best interests of the fund and
the remaining fund shareholders, and will value these securities in accordance
with the pricing methods employed to calculate the fund's net asset value per
share. If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon the disposition of the securities received in the
redemption.


                        9      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Policies & Services
MANAGING YOUR INVESTMENT CONTINUED

--------------------------------------------------------------------------------
STAYING INFORMED

SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November
and May. They include financial statements and performance information, and on
an annual basis, a message from your portfolio managers and the auditors'
report.

In an attempt to reduce shareholder costs and help eliminate duplication, the
fund will try to limit its mailings to one report for each address that lists
one or more shareholders with the same last name. If you would like additional
copies, please call Investor Services at 1-800-637-2548.

STATEMENTS AND CONFIRMATIONS.  Statements summarizing activity in your account
are mailed quarterly. Confirmations are mailed following each purchase or sale
of fund shares.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS

Dividends from the fund's net investment income are declared and paid monthly.
Any capital gains are distributed at least once each year.

On the ex-dividend date for a distribution, the fund's share price is reduced by
the amount of the distribution. If you buy shares just before the ex-dividend
date, in effect, you "buy the dividend." You will pay the full price for the
shares and then receive a portion of that price back as a taxable distribution.

Dividend and capital gain distributions will be reinvested in additional shares
of the fund paying the distribution, unless you request that distributions be
reinvested in another First American fund or paid in cash. This request may be
made on your new account form, or by writing to the fund, your investment
professional or your financial institution. If you request that your
distributions be paid in cash but those distributions cannot be delivered
because of an incorrect mailing address, the undelivered distributions and all
future distributions will be reinvested in fund shares.

--------------------------------------------------------------------------------
TAXES

Some of the tax consequences of investing in the funds are discussed below. More
information about taxes is in the Statement of Additional Information. However,
because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

TAXES ON DISTRIBUTIONS. The fund pays its shareholders dividends from its net
investment income and any net capital gains that it has realized. For most
investors, fund dividends and distributions are considered taxable whether they
are reinvested or taken in cash (unless your investment is in an IRA or other
tax-advantaged account).

Dividends from the fund's net investment income and short-term capital gains are
taxable as ordinary income. Distributions of the fund's long-term capital gains
are taxable as long-term gains, regardless of how long you have held your
shares. The fund expects that, as a result of its investment objective and
strategies, its distributions will consist primarily of ordinary income.

TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's
shares for shares of another fund, will be a taxable event and may result in a
capital gain or loss. The gain or loss will be considered long-term if you have
held your shares for more than one year. A gain or loss on shares held for one
year or less is considered short-term and is taxed at the same rates as ordinary
income.

If in redemption of his or her shares a shareholder receives a distribution of
readily marketable securities instead of cash, the shareholder will be treated
as receiving an amount equal to the fair market value of the securities at the
time of the distribution for purposes of determining capital gain or loss on the
redemption, and will also acquire a basis in the shares for federal income tax
purposes equal to their fair market value.

The exchange of one class of shares for another class of shares in the same fund
will not be taxable.


                       10      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Additional Information
MANAGEMENT

U.S. Bank National Association (U.S. Bank), acting through its First American
Asset Management division, is the funds' investment advisor. First American
Asset Management provides investment management services to individuals and
institutions, including corporations, foundations, pensions and retirement
plans. As of September 30, 2000, it had more than $77 billion in assets under
management, including investment company assets of more than $33 billion. As
investment advisor, First American Asset Management manages the funds' business
and investment activities, subject to the authority of the board of directors.

The fund pays the investment advisor a monthly fee for providing investment
advisory services equal, on an annual basis, to 0.70% of the fund's average
daily net assets.

DIRECT CORRESPONDENCE:
First American Funds
P.O. Box 1330
Minneapolis, Minnesota 55440-1330

INVESTMENT ADVISOR
First American Asset Management
601 Second Avenue South
Minneapolis, Minnesota 55402

DISTRIBUTOR
SEI Investments Distribution Co.
Oaks, Pennsylvania 19456

PENDING ACQUISITION

On October 4, 2000, U.S. Bancorp, the parent company of the fund's investment
advisor, announced that it had entered into an agreement to be acquired by
Firstar Corporation. It is anticipated that this acquisition will be completed
in the first quarter of 2001, subject to regulatory approval, the approval of
U.S. Bancorp shareholders and the satisfaction of customary closing conditions.

ADDITIONAL COMPENSATION

U.S. Bank and other affiliates of U.S. Bancorp may act as fiduciary with
respect to plans subject to the Employee Retirement Income Security Act of 1974
(ERISA) and other trust and agency accounts that invest in the funds. As
described above, U.S. Bank receives compensation for acting as the First
American fund's investment advisor. U.S. Bank and its affiliates also receive
compensation in connection with the following:

CUSTODY SERVICES. U.S. Bank provides or compensates others to provide custody
services to the funds. U.S. Bank is paid monthly fees equal, on an annual
basis, to 0.03% of a fund's average daily net assets. In addition, U.S. Bank is
reimbursed for its out-of-pocket expenses incurred while providing custody
services to the funds.

ADMINISTRATION SERVICES. U.S. Bank provides or compensates others to provide
administrative services to all open-end funds in the First American Family of
funds. These services include general administrative and accounting services,
transfer agency and dividend disbursing services, and shareholder services. U.S.
Bank receives total fees equal, on an annual basis, to 0.12% of the aggregate
average daily net assets of all open-end mutual funds in the First American fund
family up to $8 billion and 0.105% of the aggregate average daily net assets of
all open-end mutual funds in the First American fund family in excess of $8
billion. These fees are allocated among the funds in the First American family
of funds on the basis of their relative net asset values. The funds also pay
U.S. Bank fees based upon the number of funds and accounts maintained. In
addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while
providing administrative services to the funds.

SECURITIES LENDING SERVICES. In connection with lending their portfolio
securities, the funds pay administrative and custodial fees to U.S. Bank which
are equal to 40% of the funds' income from these securities lending
transactions.

BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for
the funds, the funds' investment advisor may place trades through its
affiliates, U.S. Bancorp Investment, Inc. and U.S. Bancorp Piper Jaffray Inc.,
which will earn commissions on these transactions.

SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S.
Bank or its broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S.
Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing
fees from the funds' distributor.

PORTFOLIO MANAGEMENT

The fund's investments are managed by a team of persons associated with First
American Asset Management.


                       11      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND

--------------------------------------------------------------------------------
OBJECTIVES

High Yield Bond Fund's objective, described in the "Fund Summary" section, may
be changed without shareholder approval. If the fund's objective changes, you
will be notified at least 30 days in advance. Please remember: There is no
guarantee that the fund will achieve its objective.

--------------------------------------------------------------------------------
INVESTMENT STRATEGIES

High Yield Bond Fund's main investment strategies are discussed in the "Fund
Summary" section. These are the strategies that the fund's investment advisor
believes are most likely to be important in trying to achieve the fund's
objective. You should be aware that the fund may also use strategies and invest
in securities that are not described in this prospectus, but that are described
in the Statement of Additional Information (SAI). For a copy of the SAI, call
Investor Services at 1-800-637-2548.

TEMPORARY INVESTMENTS. In an attempt to respond to adverse market, economic,
political, or other conditions, the fund may temporarily invest without limit in
cash and in U.S. dollar-denominated high quality money market instruments and
other short-term securities, including money market funds advised by the fund's
advisor. These investments may result in a lower yield than would be available
from investments with a lower quality or longer term and may prevent the fund
from achieving its investment objectives.

PORTFOLIO TURNOVER. The fund may trade securities frequently, resulting, from
time to time, in an annual portfolio turnover rate of over 100%. Trading of
securities may produce capital gains, which are taxable to shareholders when
distributed. Active trading may also increase the amount of commissions or
mark-ups to broker-dealers that the fund pays when it buys and sells securities.

--------------------------------------------------------------------------------
RISKS

The main risks of investing in the fund are summarized in the "Fund Summary"
section. More information about the fund is presented below.

INTEREST RATE RISK. Debt securities in the fund will fluctuate in value with
changes in interest rates. In general, debt securities will increase in value
when interest rates fall and decrease in value when interest rates rise.
Longer-term debt securities are generally more sensitive to interest rate
changes. Securities which do not pay interest on a current basis, such as zero
coupon securities and delayed interest securities may be highly volatile as
interest rates rise or fall. Payment-in-kind bonds, which pay interest in other
securities rather than in cash, also may be highly volatile.

INCOME RISK. The fund's income could decline due to falling market interest
rates. This is because, in a falling interest rate environment, the fund
generally will have to invest the proceeds from sales of fund shares, as well as
the proceeds from maturing portfolio securities (or portfolio securities that
have been called, see "Call Risk") in lower-yielding securities.

RISKS OF HIGH-YIELD SECURITIES. The fund will invest primarily in securities
rated lower than investment grade or in unrated securities of comparable
quality. These securities are commonly referred to as "high yield" securities
or "junk bonds." Although these securities usually offer higher yields than
investment grade securities, they also involve more risk. High-yield bonds
generally have a higher risk of default, which is the failure to make required
interest or principal payments. High-yield bonds also involve greater risk of
price changes due to changes in the credit quality of the issuer, and they may
be more susceptible to real or perceived adverse economic conditions than
investment grade bonds. In addition, the secondary trading market may be less
liquid. High yield securities generally have more volatile prices and carry more
risk to principal than investment grade securities.

LIQUIDITY RISK. The fund is exposed to liquidity risk because of its investments
in high yield bonds. Trading opportunities are more limited for debt securities
that have received ratings below investment grade. These features may make it
more difficult to sell or buy a security at a favorable price or time.
Consequently, this fund may have to accept a lower price to sell a security,
sell other securities to raise cash or give up an investment opportunity, any of
which could have a negative effect on a fund's performance. Infrequent trading
may also lead to greater price volatility.

CREDIT RISK. The fund is subject to the risk that the issuers of debt securities
held by the fund will not make payments on the securities, or that the other
party to a contract (such as a securities lending agreement or repurchase
agreement) will default on its obligations. There is also the risk that an
issuer could suffer adverse changes in financial condition that could lower the
credit quality of a security. This could lead to greater volatility in the price
of the security and in shares of the fund. Also, a change in the credit quality
rating of a bond could affect the bond's liquidity and make it more difficult
for the fund to sell. When a fund purchases unrated securities, it will depend
on the advisor's analysis of credit risk more heavily than usual.

CALL RISK. Many corporate bonds may be redeemed at the option of the issuer, or
"called," before their stated maturity date. In general, an issuer will call its
bonds if they can be refinanced by issuing new bonds which bear a lower interest
rate. The fund is subject to the possibility that during periods of falling
interest rates, a bond issuer will call its high-yielding bonds. The fund would
then be forced to invest the unanticipated proceeds at lower interest rates,
resulting in a decline in its income.


                       12      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND CONTINUED

RISKS OF SECURITIES LENDING. When the fund loans its portfolio securities, it
will receive collateral equal to at least 100% of the value of the loaned
securities. Nevertheless, the fund risks a delay in the recovery of the loaned
securities, or even the loss of rights in the collateral deposited by the
borrower if the borrower should fail financially. To reduce these risks, the
fund enters into loan arrangements only with institutions which the fund's
advisor has determined are creditworthy under guidelines established by the
fund's board of directors.

RISKS OF ACTIVE MANAGEMENT. The fund is actively managed and its performance
therefore will reflect in part the advisor's ability to make investment
decisions which are suited to achieving the fund's investment objectives. Due to
its active management, the fund could underperform other mutual funds with
similar investment objectives.

RISKS OF FOREIGN INVESTING. Up to 25% of the fund's total assets may be invested
in securities of foreign issuers. Securities of foreign issuers, even when
dollar-denominated and publicly traded in the United States, may involve risk
not associated with securities of domestic issuers. For certain foreign
countries, political or social instability or diplomatic developments could
adversely affect the securities. There is also the risk of loss due to
governmental actions such as a change in tax statutes or the modification of
individual property rights. In addition, individual foreign economies may differ
favorably or unfavorably from the U.S. economy.


                       13      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>


Additional Information
FINANCIAL HIGHLIGHTS

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

High Yield Bond Fund had not commenced operations prior to the date of this
prospectus.


                       14      PROSPECTUS - First American High Yield Bond Fund
                                            Class A, Class B, and Class C Shares
<PAGE>


--------------------------------------------------------------------------------
FOR MORE INFORMATION

More information about the funds is available in the fund's Statement of
Additional Information, and annual and semiannual reports, and on the First
American funds' Internet Web site.

--------------------------------------------------------------------------------
FIRST AMERICAN FUNDS WEB SITE

Information about the First American funds may be viewed on the funds' Internet
Web site at http://www.firstamericanfunds.com.

--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the fund and its policies. A current SAI is
on file with the Securities and Exchange Commission (SEC) and is incorporated
into this prospectus by reference (which means that it is legally considered
part of this prospectus).

--------------------------------------------------------------------------------
ANNUAL AND SEMIANNUAL REPORTS

Additional information about the fund's investments will be available in the
fund's annual and semiannual reports to shareholders. In the fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.

You can obtain a free copy of the fund's SAI and/or free copies of the fund's
most recent annual or semiannual reports by calling Investor Services at
1-800-637-2548. The material you request will be sent by first-class mail or
other means designed to ensure equally prompt delivery, within three business
days of receipt of the request.

You can also obtain copies of this information, after paying a duplicating fee,
by electronic request at the following email address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For
more information, call 1-202-942-8090.

Information about the fund is also available on the Internet. Text-only versions
of fund documents can be viewed online or downloaded from the EDGAR Database on
the SEC's Internet site at http://www.sec.gov.



FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330

First American Asset Management, a division of U.S. Bank National Association,
serves as the investment advisor to the First American Funds.

First American Funds are distributed by SEI Investments Distribution Co. which
is located in Oaks, PA 19456 and is not an affiliate of U.S. Bank.

2/2001  HYBY

SEC file number: 811-05309


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


                                                      FEBRUARY 28, 2001


                                                      ASSET CLASSES

                                                       *   EQUITY FUNDS
                                                       *   FUNDS OF FUNDS
                                                      (*)  BOND FUNDS
                                                       *   TAX FREE FUNDS
                                                       *   MONEY MARKET FUNDS


PROSPECTUS

FIRST AMERICAN INVESTMENT FUNDS, INC.



FIRST AMERICAN

BOND
    FUNDS


CLASS Y SHARES


HIGH YIELD BOND FUND



AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THE SHARES OF THIS FUND, OR DETERMINED IF THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY STATEMENT TO THE
CONTRARY IS A CRIMINAL OFFENSE.


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


Table of
CONTENTS


--------------------------------------------------------------------------------
       FUND SUMMARY
--------------------------------------------------------------------------------
         High Yield Bond Fund                                        2
--------------------------------------------------------------------------------
       POLICIES & SERVICES
--------------------------------------------------------------------------------
         Buying and Selling Shares                                   4
--------------------------------------------------------------------------------
         Managing Your Investment                                    5
--------------------------------------------------------------------------------
       ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
         Management                                                  6
--------------------------------------------------------------------------------
         More About The Fund                                         7
--------------------------------------------------------------------------------
         Financial Highlights                                        9
--------------------------------------------------------------------------------
       FOR MORE INFORMATION                                 Back Cover
--------------------------------------------------------------------------------

<PAGE>


Fund Summary
INTRODUCTION



This section of the prospectus describes the objectives of the First American
High Yield Bond Fund, summarizes the main investment strategies used by the fund
in trying to achieve its objectives, and highlights the risks involved with
these strategies. It also provides you with information about the performance,
fees, and expenses of the fund.


AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF U.S. BANK NATIONAL ASSOCIATION AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.


                         1      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Fund Summary
HIGH YIELD BOND FUND

--------------------------------------------------------------------------------
OBJECTIVE

High Yield Bond Fund's objective is to provide investors with a high level of
current income.

--------------------------------------------------------------------------------
MAIN INVESTMENT STRATEGIES

Under normal market conditions, High Yield Bond Fund will invest primarily (at
least 80% of its total assets) in securities rated lower than investment grade
at the time of purchase or in unrated securities of comparable quality
(securities commonly referred to as "junk bonds"). These securities generally
provide high income in an effort to compensate investors for their higher risk
of default, which is the failure to make required interest or principal
payments. High yield bond issues include small or relatively new companies
lacking the history or capital to merit investment-grade status, former blue
chip companies downgraded because of financial problems, companies electing to
borrow heavily to finance or avoid a takeover or buyout, and firms with heavy
debt loads.

Fund managers employ a bottom up approach to investing. They devote more
resources to evaluating individual securities rather than assessing
macro-economic trends. Securities are selected using fundamental credit research
to identify relative value in the market. Positions are sold in anticipation of
credit deterioration or when a security is priced expensively relative to other
comparable investments.

There is no minimum rating requirement and no limitation on the average maturity
or average effective duration of securities held by the fund.

The fund may invest up to 25% of its total assets in foreign debt security
payable in U.S. dollars.

To generate additional income, the fund may lend securities representing up to
one-third of the value of its total assets to broker-dealers, banks, and other
institutions.

--------------------------------------------------------------------------------
MAIN RISKS

The price and yield of this fund will change daily due to changes in interest
rates and other factors, which means you could lose money. The main risks of
investing in this fund include:

RISKS OF HIGH-YIELD SECURITIES. The fund will invest primarily in securities
rated lower than investment grade or in unrated securities of comparable
quality. These securities are commonly called "high-yield" securities or "junk
bonds." High yield securities carry more risk to principal than investment grade
securities. These bonds are almost always uncollateralized and subordinate to
other debt that an issuer may have outstanding. In addition, both individual
high yield securities and the entire high yield bond market can experience sharp
price swings due to a variety of factors, including changes in economic
forecasts, stock market activity, large sustained sales by major investors, or a
high profile default.

CREDIT RISK. An issuer of debt securities may not make timely principal or
interest payment on its securities, or the other party to a contract (such as a
securities lending agreement) may default on its obligations. If an Issuer
defaults, the fund will lose money. Companies issuing high-yield bonds are not
as strong financially as those with higher credit ratings, so the bonds are
usually considered speculative investments. These companies are more vulnerable
to financial setbacks and recession than more creditworthy companies, which may
impair their ability to make interest payments. Therefore, the credit risk for
the fund's portfolio increases when the U.S. economy slows or enters a
recession.

INTEREST RATE RISK. Debt securities typically decrease in value when interest
rates rise. This risk is usually greater for longer-term debt securities.

INCOME RISK. The fund's income could decline due to falling market interest
rates.

CALL RISK. During periods of falling interest rates, a bond issuer may "call" --
or repay -- its high-yielding bonds before their maturity date. The fund would
then be forced to invest the unanticipated proceeds at lower interest rates,
resulting in a decline in the fund's income.

LIQUIDITY AND PRICING RISK. High yield bonds generally have more limited trading
opportunities than higher credit quality securities. This makes it more
difficult to buy and/or sell a security at a favorable price or time.
Consequently, the fund may have to accept a lower price to sell a security, sell
other securities to raise cash or give up an investment opportunity, any of
which could have a negative effect on the fund's performance. Infrequent trading
of securities may also lead to an increase in their price volatility. Because of
their limited trading, market prices may be unavailable for these securities, in
which case their fair value prices will be determined in good faith using
methods approved by the fund's board of directors. See "Policies & Services --
Buying Shares, Calculating Your Share Price" and "More About The Fund -- Risks,
Liquidity Risk."

FOREIGN SECURITY RISK. Securities of foreign issuers, even when
dollar-denominated and publicly traded in the United States, may involve risks
not associated with the securities of domestic issuers, including the risks of
adverse currency fluctuations and of political or social instability or
diplomatic developments that could adversely affect the securities.

--------------------------------------------------------------------------------
FUND PERFORMANCE

Because High Yield Bond Fund shares were not offered prior to the date of this
prospectus, no performance information is presented for these shares.


                         2      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Fund Summary
HIGH YIELD BOND FUND CONTINUED

--------------------------------------------------------------------------------
FEES AND EXPENSES

The fund does not impose any sales charges (loads) or other fees when you buy,
sell or exchange shares. However, when you hold shares of the fund you directly
pay a portion of the fund's operating expenses. These expenses are deducted from
fund assets.

--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
 MAXIMUM SALES CHARGE (LOAD)                                                None

 MAXIMUM DEFERRED SALES CHARGE (LOAD)                                       None

ANNUAL FUND OPERATING EXPENSES AS A % OF AVERAGE NET ASSETS
--------------------------------------------------------------------------------
 Management Fees                                                           0.70%
 Distribution and Service (12b-1) Fees                                      None
 Other Expenses(1)                                                         0.19%
 TOTAL                                                                     0.89%
--------------------------------------------------------------------------------

(1)Other expenses are based on estimated amounts for the current fiscal year.

--------------------------------------------------------------------------------

 EXAMPLE This example is intended to help you compare the cost of investing in
 the fund with the cost of investing in other mutual funds. It assumes that you
 invest $10,000 for the time periods indicated, that your investment has a 5%
 return each year, and that the fund's operating expenses remain the same.
 Although your actual costs and returns may differ, based on these assumptions
 your costs would be:

--------------------------------------------------------------------------------
   1 year                                                                   $ 91
   3 years                                                                  $284


                         3      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Policies & Services
BUYING AND SELLING SHARES

Class Y shares are offered through banks and other financial institutions that
have entered into sales agreements with the fund's distributor and that hold the
shares in an omnibus account with the transfer agent. Class Y shares are
available to certain accounts for which the financial institution acts in a
fiduciary, agency or custodial capacity, such as certain trust accounts and
investment advisory accounts. To find out whether you may purchase Class Y
shares, contact your financial institution.

There is no initial or deferred sales charge on your purchase of Class Y shares.
However, your investment professional or financial institution may receive a
commission of up to 1.25% on your purchase.

--------------------------------------------------------------------------------
CALCULATING YOUR SHARE PRICE

Your purchase price will be equal to the fund's net asset value (NAV) per share,
which is generally calculated as of the close of regular trading on the New York
Stock Exchange (usually 3 p.m. Central time) every day the exchange is open.

The fund's NAV is equal to the market value of its investments and other assets,
less any liabilities, divided by the number of fund shares. If market prices are
not readily available for an investment or if the advisor believes they are
unreliable, fair value prices may be determined in good faith using methods
approved by the fund's board of directors.

--------------------------------------------------------------------------------
HOW TO BUY AND SELL SHARES

You may purchase or sell shares by calling your financial institution.

When purchasing shares, payment must be made by wire transfer, which can be
arranged by your financial institution. Because purchases must be paid for by
wire transfer, you can purchase shares only on days when both the New York Stock
Exchange and federally chartered banks are open. You may sell your shares on any
day when the New York Stock Exchange is open.

Purchase orders and redemption requests must be received by your financial
institution by the time specified by the institution to be assured same day
processing. In order for shares to be purchased at that day's price, the fund
must receive your purchase order by 3:00 p.m. Central time and the fund's
custodian must receive federal funds before the close of business. In order for
shares to be sold at that day's price, the fund must receive your redemption
request by 3:00 p.m. Central time. It is the responsibility of your financial
institution to promptly transmit orders to the fund. Purchase orders and
redemption requests may be restricted in the event of an early or unscheduled
close of the New York Stock Exchange.

If the fund receives your redemption request by 3:00 p.m. Central time, payment
of your redemption proceeds will ordinarily be made by wire on the next business
day. It is possible, however, that payment could be delayed by up to seven days.

To minimize the effect of large redemption requests, each fund reserves the
right to fulfill these redemption requests by distributing readily marketable
securities in the fund's portfolio, rather than paying you in cash. See
"Policies & Services -- Managing Your Investment, Redemption In-Kind."

--------------------------------------------------------------------------------
HOW TO EXCHANGE SHARES

If your investment goals or your financial needs change, you may exchange your
shares for Class Y shares of another First American fund. Exchanges are made at
the net asset value per share of each fund at the time of the exchange. There is
no fee to exchange shares. If you are no longer eligible to hold Class Y shares,
for example, if you decide to discontinue your fiduciary, agency or custodian
account, you may exchange your shares for Class A shares at net asset value.
Class A shares have higher expenses than Class Y shares.

To exchange your shares, call your financial institution. In order for your
shares to be exchanged the same day, you must call your financial institution by
the time specified by the institution and your exchange order must be received
by the funds by 3:00 p.m. Central time. It is the responsibility of your
financial institution to promptly transmit your exchange order to the funds.

Before exchanging into any fund, be sure to read its prospectus carefully. A
fund may change or cancel its exchange policies at any time. You will be
notified of any changes. The funds have the right to limit exchanges to four
times per year.


                         4      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Policies & Services
MANAGING YOUR INVESTMENT

--------------------------------------------------------------------------------
REDEMPTION IN-KIND

Generally, proceeds from redemption requests will be paid in cash. However, to
minimize the effect of large redemption requests on the fund and its remaining
shareholders, the fund reserves the right to pay part or all of the proceeds
from a redemption request in a proportionate share of readily marketable
securities in the fund instead of cash. In selecting securities for a redemption
in-kind, the advisor will consider the best interests of the fund and the
remaining fund shareholders, and will value these securities in accordance with
the pricing methods employed to calculate the fund's net asset value per share.
If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon disposition of the securities received in the redemption.

--------------------------------------------------------------------------------
STAYING INFORMED

SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November
and May. They include financial statements, and performance information, and on
an annual basis, a message from your portfolio managers and the auditors'
report.

In an attempt to reduce shareholder costs and help eliminate duplication, the
fund will try to limit its mailings to one report for each address that lists
one or more shareholders with the same last name. If you would like additional
copies, please call Investor Services at 1-800-637-2548.

STATEMENTS AND CONFIRMATIONS. Statements summarizing activity in your account
are mailed quarterly. Confirmations are mailed following each purchase or sale
of fund shares.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS

Dividends from the fund's net investment income are declared and paid monthly.
Any capital gains are distributed at least once each year.

On the ex-dividend date for a distribution, the fund's share price is reduced by
the amount of the distribution. If you buy shares just before the ex-dividend
date, in effect, you "buy the dividend." You will pay the full price for the
shares and then receive a portion of that price back as a taxable distribution.

Dividend and capital gain distributions will be reinvested in additional shares
of the fund paying the distribution, unless you request that distributions be
reinvested in another First American fund or paid in cash. This request may be
made on your new account form or by contacting your financial institution. If
you request that your distributions be paid in cash but those distributions
cannot be delivered because of an incorrect mailing address, the undelivered
distributions and all future distributions will be reinvested in fund shares.

--------------------------------------------------------------------------------
TAXES

Some of the tax consequences of investing in the fund are discussed below. More
information about taxes is in the Statement of Additional Information. However,
because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

TAXES ON DISTRIBUTIONS. The fund pays its shareholders dividends from its net
investment income and any net capital gains that it has realized. For most
investors, fund dividends and distributions are considered taxable whether they
are reinvested or taken in cash (unless your investment is in an IRA or other
tax-advantaged account).

Dividends from the fund's net investment income and short-term capital gains are
taxable as ordinary income. Distributions of the fund's long-term capital gains
are taxable as long-term gains, regardless of how long you have held your
shares. The fund expects that, as a result of their investment objectives and
strategies, their distributions will consist primarily of ordinary income.

TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's
shares for shares of another fund, will be a taxable event and may result in a
capital gain or loss. The gain or loss will be considered long-term if you have
held your shares for more than one year. A gain or loss on shares held for one
year or less is considered short-term and is taxed at the same rates as ordinary
income.

If in redemption of his or her shares a shareholder receives a distribution of
readily marketable securities instead of cash, the shareholder will be treated
as receiving an amount equal to the fair market value of the securities at the
time of the distribution for purposes of determining capital gain or loss on the
redemption, and will also acquire a basis in the shares for federal income tax
purposes equal to their fair market value.

The exchange of one class of shares for another class of shares in the same fund
will not be taxable.


                         5      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Additional Information
MANAGEMENT

U.S. Bank National Association (U.S. Bank), acting through its First American
Asset Management division, is the funds' investment advisor. First American
Asset Management provides investment management services to individuals and
institutions, including corporations, foundations, pensions and retirement
plans. As of September 30, 2000, it had more than $77 billion in assets under
management, including investment company assets of more than $33 billion. As
investment advisor, First American Asset Management manages the funds' business
and investment activities, subject to the authority of the board of directors.

The fund pays the investment advisor a monthly fee for providing investment
advisory services equal, on an annual basis, to 0.70% of the fund's average
daily net assets.

DIRECT CORRESPONDENCE TO:
First American Funds
P.O. Box 1330
Minneapolis, Minnesota 55440-1330

INVESTMENT ADVISOR
First American Asset Management
601 Second Avenue South
Minneapolis, Minnesota 55402

DISTRIBUTOR
SEI Investments Distribution Co.
Oaks, Pennsylvania 19456

PENDING ACQUISITION

On October 4, 2000, U.S. Bancorp, the parent company of the fund's investment
advisor, announced that it had entered into an agreement to be acquired by
Firstar Corporation. It is anticipated that this acquisition will be completed
in the first quarter of 2001, subject to regulatory approval, the approval of
the U.S. Bancorp shareholders and the satisfaction of customary closing
conditions.

ADDITIONAL COMPENSATION

U.S. Bank and other affiliates of U.S. Bancorp may act as fiduciary with
respect to plans subject to the Employee Retirement Income Security Act of 1974
(ERISA) and other trust and agency accounts that invest in the funds. As
described above, U.S. Bank receives compensation for acting as the First
American funds' investment advisor. U.S. Bank and its affiliates also receive
compensation in connection with the following:

CUSTODY SERVICES. U.S. Bank provides or compensates others to provide custody
services to the funds. U.S. Bank is paid monthly fees equal, on an annual
basis, to 0.03% of a fund's average daily net assets. In addition, U.S. Bank is
reimbursed for its out-of-pocket expenses incurred while providing custody
services to the funds.

ADMINISTRATION SERVICES. U.S. Bank provides or compensates others to provide
administrative services to all open-end funds in the First American family of
funds. These services include general administrative and accounting services,
transfer agency and dividend disbursing services, and shareholder services. U.S.
Bank receives total fees equal, on an annual basis, to 0.12% of the aggregate
average daily net assets of all open-end mutual funds in the First American fund
family up to $8 billion and 0.105% of the aggregate average daily net assets of
all open-end mutual funds in the First American fund family in excess of $8
billion. These fees are allocated among the funds in the First American family
of funds on the basis of their relative net asset values. The funds pay U.S.
Bank transfer agent fees based upon the number of funds and accounts maintained.
In addition, U.S. Bank is reimbursed for its out of pocket expenses incurred
while providing administrative services to the funds.

SECURITIES LENDING SERVICES. In connection with lending their portfolio
securities, the funds pay administrative and custodial fees to U.S. Bank which
are equal to 40% of the funds' income from these securities lending
transactions.

BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for
the funds, the funds' investment advisor may place trades through its
affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc.,
which will earn commissions on these transactions.

SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through
U.S. Bank or its broker-dealer affiliates, U.S. Bancorp Investments, Inc. and
U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder
servicing fees from the funds' distributor.

PORTFOLIO MANAGEMENT

The fund's investments are managed by a team of persons associated with First
American Asset Management.


                         6      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND

--------------------------------------------------------------------------------
OBJECTIVES

High Yield Bond Fund's objective, described in the "Fund Summary" section, may
be changed without shareholder approval. If the fund's objective changes, you
will be notified at least 30 days in advance. Please remember: There is no
guarantee that the fund will achieve its objective.

--------------------------------------------------------------------------------
INVESTMENT STRATEGIES

High Yield Bond Fund's main investment strategies are discussed in the "Fund
Summary" section. These are the strategies that the fund's investment advisor
believes are most likely to be important in trying to achieve the fund's
objective. You should be aware that the fund may also use strategies and invest
in securities that are not described in this prospectus, but that are described
in the Statement of Additional Information (SAI). For a copy of the SAI, call
Investor Services at 1-800-637-2548.

TEMPORARY INVESTMENTS. In an attempt to respond to adverse market, economic,
political, or other conditions, the fund may temporarily invest without limit in
cash and in U.S. dollar-denominated high quality money market instruments and
other short-term securities, including money market funds advised by the fund's
advisor. These investments may result in a lower yield than would be available
from investments with a lower quality or longer term and may prevent the fund
from achieving its investment objectives.

PORTFOLIO TURNOVER. The fund may trade securities frequently, resulting, from
time to time, in an annual portfolio turnover rate of over 100%. Trading of
securities may produce capital gains, which are taxable to shareholders when
distributed. Active trading may also increase the amount of commissions or
mark-ups to broker-dealers that the fund pays when it buys and sells securities.

--------------------------------------------------------------------------------
RISKS

The main risks of investing in the fund are summarized in the "Fund Summary"
section. More information about the fund is presented below.

INTEREST RATE RISK. Debt securities in the fund will fluctuate in value with
changes in interest rates. In general, debt securities will increase in value
when interest rates fall and decrease in value when interest rates rise.
Longer-term debt securities are generally more sensitive to interest rate
changes. Securities which do not pay interest on a current basis, such as zero
coupon securities and delayed interest securities may be highly volatile as
interest rates rise or fall. Payment-in-kind bonds, which pay interest in other
securities rather than in cash, also may be highly volatile.

INCOME RISK. The fund's income could decline due to falling market interest
rates. This is because, in a falling interest rate environment, the fund
generally will have to invest the proceeds from sales of fund shares, as well as
the proceeds from maturing portfolio securities (or portfolio securities that
have been called, see "Call Risk") in lower-yielding securities.

RISKS OF HIGH-YIELD SECURITIES. The fund will invest primarily in securities
rated lower than investment grade or in unrated securities of comparable
quality. These securities are commonly referred to as "high yield" securities
or "junk bonds." Although these securities usually offer higher yields than
investment grade securities, they also involve more risk. High-yield bonds
generally have a higher risk of default, which is the failure to make required
interest or principal payments. High-yield bonds also involve greater risk of
price changes due to changes in the credit quality of the issuer, and they may
be more susceptible to real or perceived adverse economic conditions than
investment grade bonds. In addition, the secondary trading market may be less
liquid. High yield securities generally have more volatile prices and carry more
risk to principal than investment grade securities.

LIQUIDITY RISK. The fund is exposed to liquidity risk because of its investments
in high yield bonds. Trading opportunities are more limited for debt securities
that have received ratings below investment grade. These features may make it
more difficult to sell or buy a security at a favorable price or time.
Consequently, this fund may have to accept a lower price to sell a security,
sell other securities to raise cash or give up an investment opportunity, any of
which could have a negative effect on a fund's performance. Infrequent trading
may also lead to greater price volatility.

CREDIT RISK. The fund is subject to the risk that the issuers of debt securities
held by the fund will not make payments on the securities, or that the other
party to a contract (such as a securities lending agreement or repurchase
agreement) will default on its obligations. There is also the risk that an
issuer could suffer adverse changes in financial condition that could lower the
credit quality of a security. This could lead to greater volatility in the price
of the security and in shares of the fund. Also, a change in the credit quality
rating of a bond could affect the bond's liquidity and make it more difficult
for the fund to sell. When a fund purchases unrated securities, it will depend
on the advisor's analysis of credit risk more heavily than usual.

CALL RISK. Many corporate bonds may be redeemed at the option of the issuer, or
"called," before their stated maturity date. In general, an issuer will call its
bonds if they can be refinanced by issuing new bonds which bear a lower interest
rate. The fund is subject to the possibility that during periods of falling
interest rates, a bond issuer will call its high-yielding bonds. The fund would
then be forced to invest the unanticipated proceeds at lower interest rates,
resulting in a decline in its income.


                         7      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND CONTINUED

RISKS OF SECURITIES LENDING. When the fund loans its portfolio securities, it
will receive collateral equal to at least 100% of the value of the loaned
securities. Nevertheless, the fund risks a delay in the recovery of the loaned
securities, or even the loss of rights in the collateral deposited by the
borrower if the borrower should fail financially. To reduce these risks, the
fund enters into loan arrangements only with institutions which the fund's
advisor has determined are creditworthy under guidelines established by the
fund's board of directors.

RISKS OF ACTIVE MANAGEMENT. The fund is actively managed and its performance
therefore will reflect in part the advisor's ability to make investment
decisions which are suited to achieving the fund's investment objectives. Due to
its active management, the fund could underperform other mutual funds with
similar investment objectives.

RISKS OF FOREIGN INVESTING. Up to 25% of the fund's total assets may be invested
in securities of foreign issuers. Securities of foreign issuers, even when
dollar-denominated and publicly traded in the United States, may involve risk
not associated with securities of domestic issuers. For certain foreign
countries, political or social instability or diplomatic developments could
adversely affect the securities. There is also the risk of loss due to
governmental actions such as a change in tax statutes or the modification of
individual property rights. In addition, individual foreign economies may differ
favorably or unfavorably from the U.S. economy.


                         8      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

Additional Information
FINANCIAL HIGHLIGHTS

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

High Yield Bond Fund had not commenced operations prior to the date of this
prospectus.


                         9      PROSPECTUS - First American High Yield Bond Fund
                                             Class Y Shares
<PAGE>

--------------------------------------------------------------------------------
FOR MORE INFORMATION

More information about the funds is available in the fund's Statement of
Additional Information and annual and semiannual reports.

--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the fund and its policies. A current SAI is
on file with the Securities and Exchange Commission (SEC) and is incorporated
into this prospectus by reference (which means that it is legally considered
part of this prospectus).

--------------------------------------------------------------------------------
ANNUAL AND SEMIANNUAL REPORTS

Additional information about the fund's investments will be available in the
fund's annual and semiannual reports to shareholders. In the fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.

You can obtain a free copy of the fund's SAI and/or free copies of the fund's
most recent annual or semiannual reports by calling Investor Services at
1-800-637-2548. The material you request will be sent by first-class mail or
other means designed to ensure equally prompt delivery, within three business
days of receipt of the request.

You can also obtain copies of this information, after paying a duplicating fee,
by electronic request at the following email address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For
more information, call 1-202-942-8090.

Information about the fund is also available on the Internet. Text-only versions
of fund documents can be viewed online or downloaded from the EDGAR Database on
the SEC's Internet site at http://www.sec.gov.



FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330

First American Asset Management, a division of U.S. Bank National Association,
serves as the investment advisor to the First American Funds.

First American Funds are distributed by SEI Investments Distribution Co. which
is located in Oaks, PA 19456 and is not an affiliate of U.S. Bank.

3/2001  HYBY

SEC file number: 811-05309


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


                                                      FEBRUARY 28, 2001


                                                      ASSET CLASSES

                                                       *   EQUITY FUNDS
                                                       *   FUNDS OF FUNDS
                                                       *   BOND FUNDS
                                                      (*)  TAX FREE FUNDS
                                                       *   MONEY MARKET FUNDS


PROSPECTUS

FIRST AMERICAN INVESTMENT FUNDS, INC.



FIRST AMERICAN

TAX FREE
      FUNDS


CLASS A AND CLASS C SHARES


NEBRASKA TAX FREE FUND



AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THE SHARES OF THIS FUND, OR DETERMINED IF THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY STATEMENT TO THE
CONTRARY IS A CRIMINAL OFFENSE.


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


Table of
CONTENTS


--------------------------------------------------------------------------------
       FUND SUMMARY
--------------------------------------------------------------------------------
         Nebraska Tax Free Fund                                      2
--------------------------------------------------------------------------------
       POLICIES & SERVICES
--------------------------------------------------------------------------------
         Buying Shares                                               4
--------------------------------------------------------------------------------
         Selling Shares                                              7
--------------------------------------------------------------------------------
         Managing Your Investment                                    8
--------------------------------------------------------------------------------
       ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
         Management                                                 10
--------------------------------------------------------------------------------
         More About The Fund                                        11
--------------------------------------------------------------------------------
         Financial Highlights                                       13
--------------------------------------------------------------------------------
       FOR MORE INFORMATION                                 Back Cover
--------------------------------------------------------------------------------

<PAGE>


Fund Summary
INTRODUCTION



This section of the prospectus describes the objectives of the First American
Nebraska Tax Free Fund, summarizes the main investment strategies used by the
fund in trying to achieve its objectives, and highlights the risks involved with
these strategies. It also provides you with information about the performance,
fees, and expenses of the fund.


AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF U.S. BANK NATIONAL ASSOCIATION AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.


                       1      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Fund Summary
NEBRASKA TAX FREE FUND

--------------------------------------------------------------------------------
OBJECTIVE

Nebraska Tax Free Fund has an objective of providing maximum current income that
is exempt from both federal income tax and Nebraska state income tax to the
extent consistent with prudent investment risk.

--------------------------------------------------------------------------------
MAIN INVESTMENT STRATEGIES

Under normal market conditions, Nebraska Tax Free Fund invests at least 80% of
its net assets in municipal securities that pay interest that is exempt from
federal and Nebraska income tax, including the federal alternative minimum tax.
The fund normally may invest up to 20% of its net assets in taxable obligations,
including obligations the interest on which is subject to the federal
alternative minimum tax. The fund may invest in:

*  "general obligation" bonds, which are backed by the full faith, credit and
   taxing power of the issuer.

*  "revenue" bonds, which are payable only from the revenues generated by a
   specific project or from another specific revenue source.

*  participation interests in municipal leases.

*  zero coupon municipal securities, which pay no cash income to their holders
   until they mature.

*  inverse floating rate municipal securities (up to 10% of the fund's total
   assets).

In selecting securities for the fund, fund managers first determine their
economic outlook and the direction in which inflation and interest rates are
expected to move. In selecting individual securities consistent with this
outlook, fund managers evaluate factors such as credit quality, duration,
maturity, yield, liquidity and portfolio diversification.

The fund only invests in securities that, at the time of purchase, are either
rated investment grade or are unrated and determined to be of comparable quality
by the fund's advisor. If the rating of a security is reduced after purchase, or
the credit quality of an unrated security declines, the fund is not required to
sell the security, but may consider doing so.

The fund will attempt to maintain the weighted average maturity of its portfolio
securities at 10 to 25 years under normal market conditions.

--------------------------------------------------------------------------------
MAIN RISKS

The price and yield of this fund will change daily due to changes in interest
rates and other factors, which means you could lose money. The main risks of
investing in this fund include:

INTEREST RATE RISK. Debt securities typically decrease in value when interest
rates rise. This risk is usually greater for longer-term debt securities.
Inverse floating rate securities may be highly volatile as interest rates rise
or fall. For additional explanation of inverse floating rate securities, see
"More About The Fund -- Risks."

INCOME RISK. The fund's income could decline due to falling market interest
rates.

CREDIT RISK. An issuer of debt securities may not make timely principal or
interest payments on its securities. The revenue bonds and municipal lease
obligations in which the fund invests may entail greater credit risk than the
fund's investments in general obligation bonds.

CALL RISK. Some municipal securities held by the fund may be redeemed by the
issuer, or "called," prior to their stated maturity dates. If a security is
redeemed during a time of declining interest rates, the fund may be unable to
reinvest in securities providing as high a level of income.

RISKS OF MUNICIPAL LEASE OBLIGATIONS. Many municipal leases and contracts
contain "non-appropriation" clauses that provide that the governmental issuer
has no obligation to make future payments under the lease or contract unless
money is appropriated for this purpose by the appropriate legislative body.

POLITICAL AND ECONOMIC RISK. Because the fund invests primarily in municipal
securities issued by the state of Nebraska and its political subdivisions, the
fund will be particularly affected by political and economic conditions and
developments in that state. See the Statement of Additional Information for
details. The value of municipal securities owned by the fund also may be
adversely affected by future changes in federal or state income tax laws,
including rate reductions or the imposition of a flat tax.

RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it
may invest a larger portion of its assets in a limited number of issuers than a
diversified fund. Because a relatively high percentage of the fund's assets may
be invested in the securities of a limited number of issuers, the fund may be
more susceptible to any single economic, political or regulatory occurrence than
a diversified fund.

RISKS OF UNRATED SECURITIES. The fund may invest without limit in unrated
securities. When the fund purchases unrated securities, it will depend on the
advisor's analysis of credit risk more heavily than usual.

--------------------------------------------------------------------------------
FUND PERFORMANCE

Because Nebraska Tax Free Fund shares were not offered prior to the date of this
prospectus, no performance information is presented for these shares.


                       2      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Fund Summary
NEBRASKA TAX FREE FUND CONTINUED

--------------------------------------------------------------------------------
FEES AND EXPENSES

As an investor, you pay fees and expenses to buy and hold shares of the fund.
You pay shareholder fees directly when you buy or sell shares. You pay annual
fund operating expenses indirectly since they are deducted from fund assets.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
SHAREHOLDER FEES                                                              CLASS A       CLASS C
---------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
 MAXIMUM SALES CHARGE (LOAD)
 AS A % OF OFFERING PRICE                                                       2.50%(1)      1.00%

 MAXIMUM DEFERRED SALES CHARGE (LOAD)
 AS A % OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS    0.00%(2)      1.00%

 ANNUAL MAINTENANCE FEE(3)
 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500                              $ 25          $ 25

ANNUAL FUND OPERATING EXPENSES AS A % OF AVERAGE NET ASSETS
---------------------------------------------------------------------------------------------------
 Management Fees                                                                0.70%         0.70%
 Distribution and Service (12b-1) Fees                                          0.25%         1.00%
 Other Expenses(4)                                                              0.20%         0.20%
 TOTAL(5)                                                                       1.15%         1.90%
---------------------------------------------------------------------------------------------------
</TABLE>

(1)Certain investors may qualify for reduced sales charges. See "Buying Shares
   -- Calculating Your Share Price."

(2)Class A share investments of $1 million or more on which no front-end sales
   charge is paid may be subject to a contingent deferred sales charge. See
   "Buying Shares -- Calculating Your Share Price."

(3)The fund reserves the right to charge your account an annual maintenance fee
   of $25 if your balance falls below $500 as a result of selling or exchanging
   shares. See "Policies & Services -- Selling Shares, Accounts with Low
   Balances."

(4)"Other expenses" are based on estimated amounts for the current fiscal year.

(5)THE ADVISOR INTENDS TO WAIVE FEES DURING THE CURRENT FISCAL YEAR SO THAT
   TOTAL FUND OPERATING EXPENSES DO NOT EXCEED 0.55% AND 0.95%, RESPECTIVELY,
   FOR CLASS A AND CLASS C SHARES. FEE WAIVERS MAY BE DISCONTINUED AT ANY TIME.

--------------------------------------------------------------------------------

 EXAMPLE This example is intended to help you compare the cost of investing in
 the fund with the cost of investing in other mutual funds. It assumes that you
 invest $10,000 for the time periods indicated, that your investment has a 5%
 return each year, and that the fund's operating expenses remain the same.
 Although your actual costs and returns may differ, based on these assumptions
 your costs would be:

                                           CLASS C                    CLASS C
                               assuming redemption     assuming no redemption
                 CLASS A     at end of each period      at end of each period
--------------------------------------------------------------------------------
   1 year           $364                      $391                       $291
   3 years          $606                      $691                       $691


                       3      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES

You may become a shareholder in the fund with an initial investment of $1,000 or
more ($250 for a retirement plan or a Uniform Gifts to Minors Act/Uniform
Transfers to Minors Act (UGMA/UTMA) account). Additional investments can be made
for as little as $100 ($25 for a retirement plan or an UGMA/UTMA account). The
fund has the right to waive these minimum investment requirements for employees
of the fund's advisor and its affiliates. The fund also has the right to reject
any purchase order.

--------------------------------------------------------------------------------
CHOOSING A SHARE CLASS

Each class has its own cost structure. The amount of your purchase and the
length of time you expect to hold your shares will be factors in determining
which class of shares is best for you.

Class A Shares. If you are making an investment that qualifies for a reduced
sales charge, Class A shares may be best for you. Class A shares feature:

*  a front-end sales charge, described below.

*  lower annual expenses than Class C shares. See "Fund Summaries" for more
   information on fees and expenses.

Because Class A shares will normally be the better choice if your investment
qualifies for a reduced sales charge:

*  orders for Class C shares for $1 million or more will be treated as orders
   for Class A shares.

*  orders for Class C shares by an investor eligible to purchase Class A shares
   without a front-end sales charge will be treated as orders for Class A
   shares.

CLASS C SHARES. Class C shares have a low front-end sales charge of 1%, so more
of your investment goes to work immediately than if you had purchased Class A
shares. However, Class C shares also feature:

*  a 1% contingent deferred sales charge if you redeem your shares within 18
   months of purchase.

*  higher annual expenses than Class A shares. See "Fund Summaries -- Fees and
   Expenses."

*  no conversion to Class A shares.

Because Class C shares do not convert to Class A shares, they will continue to
have higher annual expenses than Class A shares for as long as you hold them.

--------------------------------------------------------------------------------
12b-1 FEES

The fund has adopted a plan under Rule 12b-1 of the Investment Company Act that
allows it to pay the fund's distributor an annual fee for the distribution and
sale of its shares and for services provided to shareholders.

For                                         12b-1 fees are equal to:
--------------------------------------------------------------------------------
Class A shares                              0.25% of average daily net assets
Class C shares                              1% of average daily net assets

Because these fees are paid out of the fund's assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.

The Class A share 12b-1 fee is a shareholder servicing fee. For Class C shares,
a portion of the 12b-1 fee equal to 0.25% of average daily net assets is a
shareholder servicing fee and 0.75% is a distribution fee.

The fund's distributor uses the shareholder servicing fee to compensate
investment professionals, participating institutions and "one-stop" mutual fund
networks (institutions) for providing ongoing services to shareholder accounts.
These institutions receive shareholder servicing fees equal to 0.25% of the
fund's Class A share average daily net assets and 0.15% of the fund's Class C
share average daily net assets attributable to shares sold through such
institutions. However, if an institution sells Class A shares at net asset value
and receives a commission on that sale, the institution does not begin to
receive its shareholder servicing fee until one year after the shares are sold.
The fund's distributor also pays institutions which sell Class C shares a 0.50%
annual distribution fee beginning one year after the shares are sold. The
advisor or the distributor may pay additional fees to institutions out of their
own assets in exchange for sales and/or administrative services performed on
behalf of the institution's customers.

The advisor and distributor are currently waiving 0.10% of the shareholder
servicing fee and 0.25% of the distribution fee for Class C shares. Fee waivers
may be discontinued at any time.


                       4      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES CONTINUED

--------------------------------------------------------------------------------
CALCULATING YOUR SHARE PRICE

Your purchase price will be based on the fund's net asset value (NAV) per share,
which is generally calculated as of the close of regular trading on the New York
Stock Exchange (usually 3 p.m. Central time) every day the exchange is open.

The fund's NAV is equal to the market value of its investments and other assets,
less any liabilities, divided by the number of fund shares. If market prices are
not readily available for an investment or if the advisor believes they are
unreliable, fair value prices may be determined in good faith using methods
approved by the fund's board of directors.

CLASS A SHARES. Your purchase price for Class A shares is typically the net
asset value of your shares, plus a front-end sales charge. Sales charges vary
depending on the amount of your purchase. The fund's distributor receives the
sales charge you pay and reallows a portion of the sales charge to your
investment professional or participating institution.

                                              Sales Charge               Maximum
                                                                     Reallowance
                                          As a % of     As a % of      as a % of
                                           Offering     Net Asset       Purchase
                                              Price         Value          Price
--------------------------------------------------------------------------------
Less than  $ 50,000                           2.50%         2.56%          2.25%
$ 50,000 - $ 99,999                           2.00%         2.04%          1.75%
$100,000 - $249,999                           1.50%         1.52%          1.25%
$250,000 - $499,999                           1.00%         1.01%          0.75%
$500,000 - $999,999                           0.75%         0.76%          0.50%
$1 million and over                           0.00%         0.00%          0.00%

REDUCING YOUR SALES CHARGE. As shown in the preceding tables, larger purchases
of Class A shares reduce the percentage sales charge you pay. You also may
reduce your sales charge in the following ways:

PRIOR PURCHASES. Prior purchases of Class A shares of any First American fund
(except a money market fund) will be factored into your sales charge
calculation. That is, you will receive credit for either the original purchase
price or the current net asset value of the other Class A shares you hold at the
time of your purchase, whichever is greater. For example, let's say you're
making a $10,000 investment and you already own other First American fund Class
A shares that you purchased for $25,000, but are now valued at $45,000. Since
the current net asset value of your shares is greater than their purchase price,
you will receive credit for their current value and your sales charge will be
based on a total purchase amount of $55,000. To receive a reduced sales charge,
you must notify the fund of your prior purchases. This must be done at the time
of purchase, either directly with the fund in writing or by notifying your
investment professional or financial institution.

PURCHASES BY RELATED ACCOUNTS. Concurrent and prior purchases of Class A shares
of any First American fund by certain other accounts also will be combined to
determine your sales charge. For example, purchases made by your spouse or
children under age 21 will reduce your sales charge. To receive a reduced sales
charge, you must notify the fund of purchases by any related accounts. This must
be done at the time of purchase, either directly with the funds in writing or by
notifying your investment professional or financial institution.

LETTER OF INTENT. If you plan to invest $50,000 or more over a 13-month period
in Class A shares of any First American fund except the money market funds, you
may reduce your sales charge by signing a non-binding letter of intent. (If you
do not fulfill the letter of intent, you must pay the applicable sales charge.)
In addition, if you reduce your sales charge to zero under a letter of intent
and then sell your Class A shares within 18 months of their purchase, you may be
charged a contingent deferred sales charge of 1%. See "For Investments of Over
$1 Million."

More information on these ways to reduce your sales charge appears in the
Statement of Additional Information (SAI). The SAI also contains information on
investors who are eligible to purchase Class A shares without a sales charge.

--------------------------------------------------------------------------------

   FOR INVESTMENTS OF OVER $1 MILLION

   There is no initial sales charge on Class A share purchases of $1 million or
   more. However, your investment professional or financial institution may
   receive a commission of up to 1% on your purchase. If such a commission is
   paid, you will be assessed a contingent deferred sales charge (CDSC) of 1% if
   you sell your shares within 18 months. The fund's distributor receives any
   CDSC imposed when you sell your Class A shares. The CDSC is based on the
   value of your shares at the time of purchase or at the time of sale,
   whichever is less. The charge does not apply to shares you acquired by
   reinvesting your dividend or capital gain distributions.

   To help lower your costs, shares that are not subject to a CDSC will be sold
   first. Other shares will then be sold in an order that minimizes your CDSC.
   The CDSC for Class A shares will be waived for:

   *  redemptions following the death or disability (as defined in the Internal
      Revenue Code) of a shareholder.

   *  redemptions that equal the minimum required distribution from an
      individual retirement account or other retirement plan to a shareholder
      who has reached the age of 70 1/2.

   *  redemptions through a systematic withdrawal plan, at a rate of up to 12% a
      year of your account's value. During the first year, the 12% annual limit
      will be based on the value of your account on the date the plan is
      established. Thereafter, it will be based on the value of your account on
      the preceding December 31.

CLASS C SHARES. Your purchase price for Class C shares is their net asset value
plus a front-end sales charge equal to 1% of the purchase price (1.01% of the
net amount invested). If you redeem your shares within 18 months of purchase,
you will be assessed a contingent deferred sales charge (CDSC) of 1% of the
value of your shares at the time of purchase or at the time of sale, whichever
is less. The CDSC does not apply to shares


                       5      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Policies & Services
BUYING SHARES CONTINUED

you acquired by reinvesting your dividend or capital gain distributions. Shares
will be sold in the order that minimizes your CDSC.

Even though your sales charge is only 1%, the fund's distributor pays a
commission equal to 2% of your purchase price to your investment professional or
participating institution. Additionally, the advisor may pay its affiliated
broker-dealer, U.S. Bancorp Piper Jaffray Inc., an additional commission of up
to 3% of your purchase price. The distributor receives any CDSC imposed when you
sell your Class C shares.

The CDSC for Class C shares will be waived for:

*  redemptions following the death or disability (as defined in the Internal
   Revenue Code) of a shareholder.

*  redemptions that equal the minimum required distribution from an individual
   retirement account or other retirement plan to a shareholder who has reached
   the age of 70 1/2.

*  redemptions through a systematic withdrawal plan, at a rate of up to 12% a
   year of your account's value. During the first year, the 12% annual limit
   will be based on the value of your account on the date the plan is
   established. Thereafter, it will be based on the value of your account on the
   preceding December 31.

Class C shares do not convert to Class A shares after a specified period of
time. Therefore, your shares will continue to have higher annual expenses than
Class A shares.

--------------------------------------------------------------------------------
HOW TO BUY SHARES

You may buy shares on any day the New York Stock Exchange is open. However,
purchases of shares may be restricted in the event of an early or unscheduled
close of the New York Stock Exchange. Your shares will be priced at the next net
asset value calculated after your order is accepted by the fund, plus any
applicable sales charge. To make sure that your order is accepted, follow the
directions for purchasing shares given below.

BY PHONE. You may purchase shares by calling your investment professional or
financial institution, if they have a sales agreement with the fund's
distributor. In many cases, your order will be effective that day if received by
your investment professional or financial institution by the close of regular
trading on the New York Stock Exchange. In some cases, however, you will have to
transmit your request by an earlier time in order for your purchase request to
be effective that day. This allows your investment professional or financial
institution time to process your request and transmit it to the fund. Some
financial institutions may charge a fee for helping you purchase shares. Contact
your investment professional or financial institution for more information.

If you are paying by wire, you may purchase shares by calling Investor Services
at 1-800-637-2548 before the close of regular trading on the New York Stock
Exchange (usually 3 p.m. Central time). All information will be taken over the
telephone, and your order will be placed when the fund's custodian receives
payment by wire. Wire federal funds as follows:

U.S. Bank National Association, Minneapolis, MN
ABA Number 091000022

For Credit to: DST Systems, Inc.:
Account Number 160234580266

For Further Credit to (investor name, account number and fund name)

You cannot purchase shares by wire on days when federally chartered banks are
closed.

BY MAIL. To purchase shares by mail, simply complete and sign a new account
form, enclose a check made payable to the fund you wish to invest in, and mail
both to:

First American Funds
c/o DST Systems, Inc.
P.O. Box 219382
Kansas City, Missouri 64121-9382

After you have established an account, you may continue to purchase shares by
mailing your check to First American Funds at the same address.

Please note the following:

*  all purchases must be made in U.S. dollars.

*  third-party checks, credit cards, credit card checks and cash are not
   accepted.

*  if a check does not clear your bank, the fund reserves the right to cancel
   the purchase, and you could be liable for any losses or fees incurred.

--------------------------------------------------------------------------------
INVESTING AUTOMATICALLY

To purchase shares as part of a savings discipline, you may add to your
investment on a regular basis:

*  by having $100 or more ($25 for a retirement plan or a Uniform Gifts to
   Minors Act/Uniform Transfers to Minors Act account) automatically withdrawn
   from your bank account on a periodic basis and invested in fund shares.

*  through automatic monthly exchanges of your shares of Prime Obligations Fund,
   a money market fund in the First American family of funds. Exchanges must be
   made into the same class of shares that you hold in Prime Obligations Fund.

You may apply for participation in either of these programs through your
investment professional or financial institution or by calling Investor Services
at 1-800-637-2548.


                       6      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Policies & Services
SELLING SHARES

--------------------------------------------------------------------------------
HOW TO SELL SHARES

You may sell your shares on any day when the New York Stock Exchange is open.
However redemption of shares may be restricted in the event of an early or
unscheduled close of the New York Stock Exchange. Your shares will be sold at
the next NAV calculated after your order is accepted by the fund, less any
applicable contingent deferred sales charge. To make sure that your order is
accepted, follow the directions for selling shares given below.

The proceeds from your sale normally will be mailed or wired within three days,
but in no event more than seven days, after your request is received in proper
form.

To minimize the effect of large redemption requests, the fund reserves the right
to fulfill these redemption requests by distributing readily marketable
securities in the portfolio, rather than paying you in cash. See "Policies &
Services -- Managing Your Investment, Redemption In-Kind."

BY PHONE. If you purchased shares through an investment professional or a
financial institution, simply call them to sell your shares. In many cases, your
redemption will be effective that day if received by your investment
professional or financial institution by the close of regular trading on the New
York Stock Exchange. In some cases, however, you will have to call by an earlier
time in order for your redemption to be effective that day. This allows your
investment professional or financial institution time to process your request
and transmit it to the fund. Contact your investment professional or financial
institution directly for more information.

If you did not purchase shares through an investment professional or a financial
institution, you may sell your shares by calling Investor Services at
1-800-637-2548. Proceeds can be wired to your bank account (if the proceeds are
at least $1,000 and you have previously supplied your bank account information
to the fund) or sent to you by check. The fund reserves the right to limit
telephone exchanges to $50,000 per day.

If you recently purchased your shares by check or through the Automated Clearing
House (ACH), proceeds from the sale of those shares may not be available until
your check or ACH payment has cleared, which may take up to 15 calendar days
from the date of purchase.

BY MAIL. To sell shares by mail, send a written request to
your investment professional or financial institution, or to the
fund at the following address:

First American Funds
c/o DST Systems, Inc.
P.O. Box 219382
Kansas City, Missouri 64121-9382

Your request should include the following information:

*  name of the fund.

*  account number.

*  dollar amount or number of shares redeemed.

*  name on the account.

*  signatures of all registered account owners.

Signatures on a written request must be guaranteed if:

*  you would like the proceeds from the sale to be paid to anyone other than to
   the shareholder of record.

*  you would like the check mailed to an address other than the address on the
   funds' records.

*  your redemption request is for $50,000 or more.

A signature guarantee assures that a signature is genuine and protects
shareholders from unauthorized account transfers. Banks, savings and loan
associations, trust companies, credit unions, broker-dealers and member firms of
a national securities exchange may guarantee signatures. Call your financial
institution to determine if it has this capability.

Proceeds from a written redemption request will be sent to you by check unless
another form of payment is requested.

--------------------------------------------------------------------------------
SYSTEMATIC WITHDRAWALS

If your account has a value of $5,000 or more, you may redeem a specific dollar
amount from your account on a regular basis. To set up systematic withdrawals,
contact your investment professional or financial institution.

You should not make systematic withdrawals if you plan to continue investing in
the fund, due to sales charges and tax liabilities.

--------------------------------------------------------------------------------
REINVESTING AFTER A SALE

If you sell Class A shares of a First American fund, you may reinvest in Class A
shares of that fund or another First American fund within 180 days without a
sales charge. To reinvest in Class A shares at net asset value (without paying a
sales charge), you must notify the fund directly in writing or notify your
investment professional or financial institution.

--------------------------------------------------------------------------------

   ACCOUNTS WITH LOW BALANCES

   Except for retirement plans and Uniform Gifts to Minors Act/Uniform Transfers
   to Minors Act accounts, if your account balance falls below $500 as a result
   of selling or exchanging shares, the fund reserves the right to either:

   *  deduct a $25 annual account maintenance fee, or

   *  close your account and send you the proceeds, less any applicable
      contingent deferred sales charge.

   Before taking any action, however, the fund will send you written notice of
   the action it intends to take and give you 30 days to re-establish a minimum
   account balance of $500.


                       7      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Policies & Services
MANAGING YOUR INVESTMENT

--------------------------------------------------------------------------------
EXCHANGING SHARES

If your investment goals or your financial needs change, you may move from one
First American fund to another. There is no fee to exchange shares.

Generally, you may exchange your shares only for shares of the same class.
However, you may exchange your Class A shares for Class Y shares of the same or
another First American fund if you subsequently become eligible to participate
in that class (for example, by opening a fiduciary, custody or agency account
with a financial institution which invests in Class Y shares).

Exchanges are made based on the net asset value per share of each fund at the
time of the exchange. When you exchange your Class A shares of the fund for
Class A shares of another First American fund, you do not have to pay a sales
charge. When you exchange your Class C shares for Class C shares of another
First American fund, the time you held the shares of the "old" fund will be
added to the time you hold the shares of the "new" fund for purposes of
determining your CDSC.

Before exchanging into any fund, be sure to read its prospectus carefully. A
fund may change or cancel its exchange policies at any time. You will be
notified of any changes. The funds have the right to limit exchanges to four
times per year.

BY PHONE. If both funds have identical registration, you may exchange shares by
calling your investment professional, your financial institution, or by calling
the funds directly. To request an exchange through the funds, call Investor
Services at 1-800-637-2548. Your instructions must be received before 3 p.m.
Central time, or by the time specified by your investment professional or
financial institution, in order for shares to be exchanged the same day.

BY MAIL. To exchange shares by written request, please follow the procedures
under "Selling Shares." Be sure to include the names of both funds involved in
the exchange.

--------------------------------------------------------------------------------

   TELEPHONE TRANSACTIONS

   You may buy, sell, or exchange shares by telephone, unless you elected on
   your new account form to restrict this privilege. If you wish to reinstate
   this option on an existing account, please call Investor Services at
   1-800-637-2548 to request the appropriate form.

   The funds and their agents will not be responsible for any losses that may
   result from acting on wire or telephone instructions that they reasonably
   believe to be genuine. The funds and their agents will each follow reasonable
   procedures to confirm that instructions received by telephone are genuine,
   which may include taping telephone conversations.

   It may be difficult to reach the funds by telephone during periods of unusual
   market activity. If you are unable to reach the funds or their agents by
   telephone, please consider sending written instructions.

--------------------------------------------------------------------------------
REDEMPTION IN-KIND

Generally, proceeds from redemption requests will be paid in cash. However, to
minimize the effect of large redemption requests on the fund and its remaining
shareholders, the fund reserves the right to pay part or all of the proceeds
from a redemption request in a proportionate share of readily marketable
securities in the fund instead of in cash. In selecting securities for a
redemption in-kind, the advisor will consider the best interests of the fund and
the remaining fund shareholders, and will value these securities in accordance
with the pricing methods employed to calculate the fund's net asset value per
share. If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon the disposition of the securities received in the
redemption.

--------------------------------------------------------------------------------
STAYING INFORMED

SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November
and May. They include financial statements and performance information, and on
an annual basis, a message from your portfolio managers and the auditors'
report.

In an attempt to reduce shareholder costs and help eliminate duplication, the
fund will try to limit its mailings to one report for each address that lists
one or more shareholders with the same last name. If you would like additional
copies, please call Investor Services at 1-800-637-2548.

STATEMENTS AND CONFIRMATIONS. Statements summarizing activity in your account
are mailed quarterly. Confirmations are mailed following each purchase or sale
of fund shares.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS

Dividends from the fund's net investment income are declared and paid monthly.
Any capital gains are distributed at least once each year.

On the ex-dividend date for a distribution, the fund's share price is reduced by
the amount of the distribution. If you buy shares just before the ex-dividend
date, in effect, you "buy the dividend." You will pay the full price for the
shares and then receive a portion of that price back as a distribution, all or a
portion of which may be taxable (to the same extent the distribution is
otherwise taxable to fund shareholders).

Dividend and capital gain distributions will be reinvested in additional shares
of the fund paying the distribution, unless you request that distributions be
reinvested in another First American fund or paid in cash. This request may be
made on your new account form, by writing the fund, or with your financial
institution. If you request that your distributions be paid in cash in cash but
those distributions cannot be delivered because of an incorrect mailing address,
the undelivered distributions and all future distributions will be reinvested in
fund shares.


                       8      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Policies & Services
MANAGING YOUR INVESTMENT CONTINUED

--------------------------------------------------------------------------------
TAXES

Some of the tax consequences of investing in the fund are discussed below. More
information about taxes is in the Statement of Additional Information. However,
because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

TAXES ON DISTRIBUTIONS. The fund intends to meet certain federal tax
requirements so that distributions of tax-exempt interest income may be treated
as "exempt-interest dividends." These dividends are not subject to regular
federal income tax. However, the fund may invest up to 20% of its net assets in
municipal securities, the interest on which is subject to the alternative
minimum tax. Any portion of exempt-interest dividends attributable to interest
on these securities may increase some shareholders' alternative minimum tax. The
fund expects that its distributions will consist primarily of exempt-interest
dividends.

Distributions paid from any interest income that is not tax-exempt and from any
net realized capital gains will be taxable whether you reinvest those
distributions or take them in cash. Distributions of a fund's long-term net
capital gains are taxable as long-term capital gains, regardless of how long you
have held your shares.

TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's
shares for shares of another fund, will be a taxable event and may result in a
capital gain or loss. The gain or loss will be considered long-term if you have
held your shares for more than one year. A gain or loss on shares held for one
year or less is considered short-term and is taxed at the same rates as ordinary
income.

If in redemption of his or her shares a shareholder receives a distribution of
readily marketable securities instead of cash, the shareholder will be treated
as receiving an amount equal to the fair market value of the securities at the
time of the distribution for purposes of determining capital gain or loss on the
redemption, and will also acquire a basis in the shares for federal income tax
purposes equal to their fair market value.

The exchange of one class of shares for another class of shares in the same fund
will not be taxable.

NEBRASKA INCOME TAXATION. Dividends paid by Nebraska Tax Free Fund will be
exempt from Nebraska income taxes for individuals, trusts, estates, and
corporations to the extent they are derived from interest on Nebraska municipal
obligations.


                       9      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Additional Information
MANAGEMENT

U.S. Bank National Association (U.S. Bank), acting through its First American
Asset Management division, is the funds' investment advisor. First American
Asset Management provides investment management services to individuals and
institutions, including corporations, foundations, pensions and retirement
plans. As of September 30, 2000, it had more than $77 billion in assets under
management, including investment company assets of more than $33 billion. As
investment advisor, First American Asset Management manages the funds' business
and investment activities, subject to the authority of the board of directors.

The fund pays the investment advisor a monthly fee for providing investment
advisory services equal, on an annual basis, to 0.70% of the fund's average
daily net assets.

DIRECT CORRESPONDENCE TO:
First American Funds
P.O. Box 1330
Minneapolis, Minnesota 55440-1330

INVESTMENT ADVISOR
First American Asset Management
601 Second Avenue South
Minneapolis, Minnesota 55402

DISTRIBUTOR
SEI Investments Distribution Co.
Oaks, Pennsylvania 19456

PENDING ACQUISITION

On October 4, 2000, U.S. Bancorp, the parent company of the funds' investment
advisor, announced that it had entered into an agreement to be acquired by
Firstar Corporation. It is anticipated that this acquisition will be completed
in the first quarter of 2001, subject to regulatory approval, the approval of
U.S. Bancorp shareholders and the satisfaction of customary closing conditions.

ADDITIONAL COMPENSATION

U.S. Bank and other affiliates of U.S. Bancorp may act as fiduciary with
respect to plans subject to the Employee Retirement Income Security Act of 1974
(ERISA) and other trust and agency accounts that invest in the funds. As
described above, U.S. Bank receives compensation for acting as the First
American funds' investment advisor. U.S. Bank and its affiliates also receive
compensation in connection with the following:

CUSTODY SERVICES. U.S. Bank provides or compensates others to provide custody
services to the funds. U.S. Bank is paid monthly fees equal, on an annual
basis, to 0.03% of a fund's average daily net assets. In addition, U.S. Bank is
reimbursed for its out-of-pocket expenses incurred while providing custody
services to the funds.

ADMINISTRATION SERVICES. U.S. Bank provides or compensates others to provide
administrative services to all open-end funds in the First American family of
funds. These services include general administrative and accounting services,
transfer agency and dividend disbursing services, and shareholder services. U.S.
Bank receives total fees equal, on an annual basis, to 0.12% of the aggregate
average daily net assets of all open-end mutual funds in the First American fund
family up to $8 billion and 0.105% of the aggregate average daily net assets of
all open-end mutual funds in the First American fund family in excess of $8
billion. These fees are allocated among the funds in the First American family
of funds on the basis of their relative net asset values. The funds also pay
U.S. Bank fees based upon the number of funds and accounts maintained. In
addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while
providing administrative services to the funds.

BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for
the funds, the funds' investment advisor may place trades through its
affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc.,
which will earn commissions on these transactions.

SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S.
Bank or its broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S.
Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing
fees from the funds' distributor.

PORTFOLIO MANAGEMENT

The fund's investments are managed by a team of persons associated with First
American Asset Management.


                      10      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND

--------------------------------------------------------------------------------
OBJECTIVES

Nebraska Tax Free Fund's objective, described in the "Fund Summary" section, may
be changed without shareholder approval. If the fund's objective changes, you
will be notified at least 30 days in advance. Please remember: There is no
guarantee that the fund will achieve its objective.

--------------------------------------------------------------------------------
INVESTMENT STRATEGIES

The fund's main investment strategies are discussed in the "Fund Summary"
section. These are the strategies that the fund's investment advisor believes
are most likely to be important in trying to achieve the fund's objectives. You
should be aware that the fund may also use strategies and invest in securities
that are not described in this prospectus, but that are described in the
Statement of Additional Information (SAI). For a copy of the SAI, call Investor
Services at 1-800-637-2548.

INVESTMENT APPROACH. In selecting securities for the fund, fund managers first
determine their economic outlook and the direction in which inflation and
interest rates are expected to move. In selecting individual securities
consistent with this outlook, the fund managers evaluate factors such as credit
quality, yield, maturity, liquidity and portfolio diversification. Fund managers
conduct research on potential and current holdings in the fund to determine
whether a fund should purchase or retain a security. This is a continuing
process the focus of which changes according to market conditions, the
availability of various permitted investments, and cash flows into and out of
the fund.

MUNICIPAL SECURITIES. Municipal securities are issued to finance public
infrastructure projects such as streets and highways, schools, water and sewer
systems, hospitals, and airports. They also may be issued to refinance
outstanding obligations as well as to obtain funds for general operating
expenses and for loans to other public institutions and facilities.

The fund may invest in municipal securities such as "general obligation" bonds,
"revenue" bonds, and participation interests in municipal leases. General
obligation bonds are backed by the full faith, credit and taxing power of the
issuer. Revenue bonds are payable only from the revenues generated by a specific
project or from another specific revenue source. Participation interests in
municipal leases are undivided interests in a lease, installment purchase
contract or conditional sale contract entered into by a state or local
government unit to acquire equipment or facilities. Municipal leases frequently
have special risks which generally are not associated with general obligation
bonds or revenue bonds. See "Risks -- Risks of Municipal Lease Obligations."

The municipal securities in which the fund invests may include refunded bonds
and zero coupon bonds. Refunded bonds may have originally been issued as general
obligation or revenue bonds, but become "refunded" when they are secured by an
escrow fund, usually consisting entirely of direct U.S. government obligations
and/or U.S. government agency obligations. Zero coupon bonds are issued at
substantial discounts from their value at maturity and pay no cash income to
their holders until they mature. When held to maturity, their entire return
comes from the difference between their purchase price and their maturity value.

Up to 10% of the fund's total assets may be invested in inverse floating rate
municipal securities. The values of these securities, as well as zero coupon
bonds, may be highly volatile as interest rates rise or fall. See "Interest Rate
Risk" and "Risks of Inverse Floating Rate Securities."

TEMPORARY INVESTMENTS. In an attempt to respond to adverse market, economic,
political or other conditions, the fund may temporarily invest without limit in
cash and in U.S. dollar-denominated high-quality money market instruments and
other short-term securities, including securities which pay income that is
subject to federal and state income tax. These investments may include money
market funds advised by the fund's advisor. Because these investments may be
taxable, and may result in a lower yield than would be available from
investments with a lower quality or longer term, they may prevent the fund from
achieving its investment objective.

PORTFOLIO TURNOVER. Fund managers may trade securities frequently, resulting,
from time to time, in an annual portfolio turnover rate of over 100%. Trading of
securities may produce capital gains, which are taxable to shareholders when
distributed. Active trading may also increase the amount of commissions or
mark-ups to broker-dealers that the fund pays when it buys and sells securities.

--------------------------------------------------------------------------------
RISKS

The main risks of investing in the fund are summarized in the "Fund Summaries"
section. More information about fund risks is presented below.

INTEREST RATE RISK. Debt securities in the fund will fluctuate in value with
changes in interest rates. In general, debt securities will increase in value
when interest rates fall and decrease in value when interest rates rise.
Longer-term debt securities are generally more sensitive to interest rate
changes. The fund may invest in zero coupon securities, which do not pay
interest on a current basis and which may be highly volatile as interest rates
rise or fall. The fund's investments in inverse floating rate municipal
securities also may be highly volatile with changing interest rates. See "Risks
of Inverse Floating Rate Securities."

INCOME RISK. The fund's income could decline due to falling market interest
rates. This is because, in a falling interest rate environment, the fund
generally will have to invest the proceeds from sales of fund shares, as well as
the proceeds from maturing portfolio securities (or portfolio securities that
have been called, see "Call Risk") in lower-yielding securities.


                      11      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND CONTINUED

CREDIT RISK. The fund is subject to the risk that the issuers of debt securities
held by the fund will not make payments on the securities, or that the other
party to a contract (such as a repurchase agreement) will default on its
obligations. There is also the risk that an issuer could suffer adverse changes
in financial condition that could lower the credit quality of a security. This
could lead to greater volatility in the price of the security and in shares of
the fund. Also, a change in the credit quality rating of a bond could affect the
bond's liquidity and make it more difficult for the fund to sell.

The fund attempts to minimize credit risk by investing in securities considered
at least investment grade at the time of purchase. However, all of these
securities, especially those in the lower investment grade rating categories,
have credit risk. In adverse economic or other circumstances, issuers of these
lower rated securities are more likely to have difficulty making principal and
interest payments than issuers of higher rated securities.

CALL RISK. Many municipal bonds may be redeemed at the option of the issuer, or
"called," before their stated maturity date. In general, an issuer will call its
bonds if they can be refinanced by issuing new bonds which bear a lower interest
rate. The fund is subject to the possibility that during periods of falling
interest rates, a municipal bond issuer will call its high-yielding bonds. The
fund would then be forced to invest the unanticipated proceeds at lower interest
rates, resulting in a decline in the fund's income.

POLITICAL AND ECONOMIC RISK. The values of municipal securities may be adversely
affected by local political and economic conditions and developments. Adverse
conditions in an industry significant to a local economy could have a
correspondingly adverse effect on the financial condition of local issuers.
Other factors that could affect municipal securities include a change in the
local, state or national economy, demographic factors, ecological or
environmental concerns, statutory limitations on the issuer's ability to
increase taxes and other developments generally affecting the revenue of issuers
(for example, legislation or court decisions reducing state aid to local
governments or mandating additional services). To the extent the fund invests in
the securities of issuers located in a single state, it will be
disproportionately affected by political and economic conditions and
developments in that state. The value of municipal securities also may be
adversely affected by future changes in federal or state income tax laws,
including rate reductions or the imposition of a flat tax.

RISKS OF INVERSE FLOATING RATE SECURITIES. The fund may invest up to 10% of its
total assets in inverse floating rate municipal securities. These securities pay
interest at a rate that varies inversely to changes in the interest rate of
specified municipal securities or a specified index. The interest rate on this
type of security will generally change at a multiple of any change in the
reference interest rate. As a result, the values of these securities may be
highly volatile as interest rates rise or fall.

RISKS OF MUNICIPAL LEASE OBLIGATIONS. The fund may purchase participation
interests in municipal leases. These are undivided interests in a lease,
installment purchase contract or conditional sale contract entered into by a
state or local government unit to acquire equipment or facilities. Participation
interests in municipal leases pose special risks because many leases and
contracts contain "non-appropriation" clauses that provide that the governmental
issuer has no obligation to make future payments under the lease or contract
unless money is appropriated for this purpose by the appropriate legislative
body. Although these kinds of obligations are secured by the leased equipment or
facilities, it might be difficult and time consuming to dispose of the equipment
or facilities in the event of non-appropriation, and the fund might not recover
the full principal amount of the obligation.

RISKS OF ACTIVE MANAGEMENT. The fund is actively managed and its performance
therefore will reflect in part the advisor's ability to make investment
decisions which are suited to achieving the fund's investment objectives. Due to
its active management, the fund could underperform other mutual funds with
similar investment objectives.


                      12      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

Additional Information
FINANCIAL HIGHLIGHTS

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

Nebraska Tax Free Fund had not commenced operations prior to the date of this
prospectus.


                      13      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class A and Class C Shares
<PAGE>

--------------------------------------------------------------------------------
FOR MORE INFORMATION

More information about the fund is available in the fund's Statement of
Additional Information, and annual and semiannual reports, and on the First
American funds' Internet Web site.

--------------------------------------------------------------------------------
FIRST AMERICAN FUNDS WEB SITE

Information about the First American funds may be viewed on the funds' Internet
Web site at http://www.firstamericanfunds.com.

--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the fund and its policies. A current SAI is
on file with the Securities and Exchange Commission (SEC) and is incorporated
into this prospectus by reference (which means that it is legally considered
part of this prospectus).

--------------------------------------------------------------------------------
ANNUAL AND SEMIANNUAL REPORTS

Additional information about the fund's investments will be available in the
fund's annual and semiannual reports to shareholders. In the fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.

You can obtain a free copy of the fund's SAI and/or free copies of the fund's
most recent annual or semiannual reports by calling Investor Services at
1-800-637-2548. The material you request will be sent by first-class mail or
other means designed to ensure equally prompt delivery, within three business
days of receipt of the request.

You can also obtain copies of this information, after paying a duplicating fee,
by electronic request at the following email address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For
more information, call 1-202-942-8090.

Information about the fund is also available on the Internet. Text-only versions
of fund documents can be viewed online or downloaded from the EDGAR Database on
the SEC's Internet site at http://www.sec.gov.



FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330

First American Asset Management, a division of U.S. Bank National Association,
serves as the investment advisor to the First American Funds.

First American Funds are distributed by SEI Investments Distribution Co. which
is located in Oaks, PA 19456 and is not an affiliate of U.S. Bank.

2/2001  NTFR

SEC file number: 811-05309


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


                                                      FEBRUARY 28, 2001


                                                      ASSET CLASSES

                                                       *   EQUITY FUNDS
                                                       *   FUNDS OF FUNDS
                                                       *   BOND FUNDS
                                                      (*)  TAX FREE FUNDS
                                                       *   MONEY MARKET FUNDS


PROSPECTUS

FIRST AMERICAN INVESTMENT FUNDS, INC.



FIRST AMERICAN

TAX FREE
      FUNDS


CLASS Y SHARES


NEBRASKA TAX FREE FUND



AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THE SHARES OF THIS FUND, OR DETERMINED IF THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY STATEMENT TO THE
CONTRARY IS A CRIMINAL OFFENSE.


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


Table of
CONTENTS


--------------------------------------------------------------------------------
       FUND SUMMARY
--------------------------------------------------------------------------------
         Nebraska Tax Free Fund                                      2
--------------------------------------------------------------------------------
       POLICIES & SERVICES
--------------------------------------------------------------------------------
         Buying and Selling Shares                                   4
--------------------------------------------------------------------------------
         Managing Your Investment                                    5
--------------------------------------------------------------------------------
       ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
         Management                                                  6
--------------------------------------------------------------------------------
         More About The Fund                                         7
--------------------------------------------------------------------------------
         Financial Highlights                                        9
--------------------------------------------------------------------------------
       FOR MORE INFORMATION                                 Back Cover
--------------------------------------------------------------------------------

<PAGE>


Fund Summary
INTRODUCTION



This section of the prospectus describes the objectives of the First American
Nebraska Tax Free Fund, summarizes the main investment strategies used by the
fund in trying to achieve its objectives, and highlights the risks involved with
these strategies. It also provides you with information about the performance,
fees, and expenses of the fund.



AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF U.S. BANK NATIONAL ASSOCIATION AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.


                       1      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Fund Summary
NEBRASKA TAX FREE FUND

--------------------------------------------------------------------------------
OBJECTIVE

Nebraska Tax Free Fund has an objective of providing maximum current income that
is exempt from both federal income tax and Nebraska state income tax to the
extent consistent with prudent investment risk.

--------------------------------------------------------------------------------
MAIN INVESTMENT STRATEGIES

Under normal market conditions, Nebraska Tax Free Fund invests at least 80% of
its net assets in municipal securities that pay interest that is exempt from
federal and Nebraska income tax, including the federal alternative minimum tax.
The fund normally may invest up to 20% of its net assets in taxable obligations,
including obligations the interest on which is subject to the federal
alternative minimum tax. The fund may invest in:

*  "general obligation" bonds, which are backed by the full faith, credit and
   taxing power of the issuer.

*  "revenue" bonds, which are payable only from the revenues generated by a
   specific project or from another specific revenue source.

*  participation interests in municipal leases.

*  zero coupon municipal securities, which pay no cash income to their holders
   until they mature.

*  inverse floating rate municipal securities (up to 10% of the fund's total
   assets).

In selecting securities for the fund, fund managers first determine their
economic outlook and the direction in which inflation and interest rates are
expected to move. In selecting individual securities consistent with this
outlook, fund managers evaluate factors such as credit quality, duration,
maturity, yield, liquidity and portfolio diversification.

The fund only invests in securities that, at the time of purchase, are either
rated investment grade or are unrated and determined to be of comparable quality
by the fund's advisor. If the rating of a security is reduced after purchase, or
the credit quality of an unrated security declines, the fund is not required to
sell the security, but may consider doing so.

The fund will attempt to maintain the weighted average maturity of its portfolio
securities at 10 to 25 years under normal market conditions.

--------------------------------------------------------------------------------
MAIN RISKS

The price and yield of this fund will change daily due to changes in interest
rates and other factors, which means you could lose money. The main risks of
investing in this fund include:

INTEREST RATE RISK. Debt securities typically decrease in value when interest
rates rise. This risk is usually greater for longer-term debt securities.
Inverse floating rate securities may be highly volatile as interest rates rise
or fall. For additional explanation of inverse floating rate securities, see
"More About The Fund."

INCOME RISK. The fund's income could decline due to falling market interest
rates.

CREDIT RISK. An issuer of debt securities may not make timely principal or
interest payments on its securities. The revenue bonds and municipal lease
obligations in which the fund invests may entail greater credit risk than the
fund's investments in general obligation bonds.

CALL RISK. Some municipal securities held by the fund may be redeemed by the
issuer, or "called," prior to their stated maturity dates. If a security is
redeemed during a time of declining interest rates, the fund may be unable to
reinvest in securities providing as high a level of income.

RISKS OF MUNICIPAL LEASE OBLIGATIONS. Many municipal leases and contracts
contain "non-appropriation" clauses that provide that the governmental issuer
has no obligation to make future payments under the lease or contract unless
money is appropriated for this purpose by the appropriate legislative body.

POLITICAL AND ECONOMIC RISK. Because the fund invests primarily in municipal
securities issued by the state of Nebraska and its political subdivisions, the
fund will be particularly affected by political and economic conditions and
developments in that state. See the Statement of Additional Information for
details. The value of municipal securities owned by the fund also may be
adversely affected by future changes in federal or state income tax laws,
including rate reductions or the imposition of a flat tax.

RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it
may invest a larger portion of its assets in a limited number of issuers than a
diversified fund. Because a relatively high percentage of the fund's assets may
be invested in the securities of a limited number of issuers, the fund may be
more susceptible to any single economic, political or regulatory occurrence than
a diversified fund.

RISKS OF UNRATED SECURITIES. The fund may invest without limitation in unrated
securities. When the fund purchases unrated securities, it will depend on the
advisor's analysis of credit risk more heavily than usual. If the rating of a
security is reduced after purchase, or the credit quality of an unrated security
declines, the fund is not required to sell the security, but may consider doing
so.

--------------------------------------------------------------------------------
FUND PERFORMANCE

Because Nebraska Tax Free Fund shares were not offered prior to the date of this
prospectus, no performance information is presented for these shares.


                       2      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Fund Summary
NEBRASKA TAX FREE FUND CONTINUED

--------------------------------------------------------------------------------
FEES AND EXPENSES

The fund does not impose any sales charges (loads) or other fees when you buy,
sell or exchange shares. However, when you hold shares of the fund you directly
pay a portion of the fund's operating expenses. These expenses are deducted from
fund assets.

--------------------------------------------------------------------------------
SHAREHOLDER FEES
--------------------------------------------------------------------------------
 MAXIMUM SALES CHARGE (LOAD)                                                None

 MAXIMUM DEFERRED SALES CHARGE (LOAD)                                       None

ANNUAL FUND OPERATING EXPENSES AS A % OF AVERAGE NET ASSETS
--------------------------------------------------------------------------------
 Management Fees                                                           0.70%
 Distribution and Service (12b-1) Fees                                      None
 Other Expenses(1)                                                         0.20%
 TOTAL(2)                                                                  0.90%
--------------------------------------------------------------------------------

(1)Other expenses are based on estimated amounts for the current fiscal year.

(2)THE ADVISOR INTENDS TO WAIVE FEES DURING THE CURRENT FISCAL YEAR SO THAT
   TOTAL FUND OPERATING EXPENSES DO NOT EXCEED 0.30%. FEE WAIVERS MAY BE
   DISCONTINUED AT ANY TIME.

--------------------------------------------------------------------------------

 EXAMPLE This example is intended to help you compare the cost of investing in
 the fund with the cost of investing in other mutual funds. It assumes that you
 invest $10,000 for the time periods indicated, that your investment has a 5%
 return each year, and that the fund's operating expenses remain the same.
 Although your actual costs and returns may differ, based on these assumptions
 your costs would be:

--------------------------------------------------------------------------------
  1 year                                                                    $ 92
  3 years                                                                   $287


                       3      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>


Policies & Services
BUYING AND SELLING SHARES

Class Y shares are offered through banks and other financial institutions that
have entered into sales agreements with the fund's distributor and that hold the
shares in an omnibus account with the transfer agent. Class Y shares are
available to certain accounts for which the financial institution acts in a
fiduciary, agency or custodial capacity, such as certain trust accounts and
investment advisory accounts. To find out whether you may purchase Class Y
shares, contact your financial institution.

There is no initial or deferred sales charge on your purchase of Class Y shares.
However, your investment professional or financial institution may receive a
commission of up to 1.25% on your purchase.

--------------------------------------------------------------------------------
CALCULATING YOUR SHARE PRICE

Your purchase price will be equal to the fund's net asset value (NAV) per share,
which is generally calculated as of the close of regular trading on the New York
Stock Exchange (usually 3 p.m. Central time) every day the exchange is open.

The fund's NAV is equal to the market value of its investments and other assets,
less any liabilities, divided by the number of fund shares. If market prices are
not readily available for an investment or if the advisor believes they are
unreliable, fair value prices may be determined in good faith using methods
approved by the fund's board of directors.

--------------------------------------------------------------------------------
HOW TO BUY AND SELL SHARES

You may purchase or sell shares by calling your financial institution.

When purchasing shares, payment must be made by wire transfer, which can be
arranged by your financial institution. Because purchases must be paid for by
wire transfer, you can purchase shares only on days when both the New York Stock
Exchange and federally chartered banks are open. You may sell your shares on any
day when the New York Stock Exchange is open.

Purchase orders and redemption requests must be received by your financial
institution by the time specified by the institution to be assured same day
processing. In order for shares to be purchased at that day's price, the fund
must receive your purchase order by 3:00 p.m. Central time and the fund's
custodian must receive federal funds before the close of business. In order for
shares to be sold at that day's price, the fund must receive your redemption
request by 3:00 p.m. Central time. It is the responsibility of your financial
institution to promptly transmit orders to the fund. Purchase orders and
redemption requests may be restricted in the event of an early or unscheduled
close of the New York Stock Exchange.

If the fund receives your redemption request by 3:00 p.m. Central time, payment
of your redemption proceeds will ordinarily be made by wire on the next business
day. It is possible, however, that payment could be delayed by up to seven days.

To minimize the effect of large redemption requests, the fund reserves the right
to fulfill these redemption requests by distributing readily marketable
securities in the fund's portfolio, rather than paying you in cash. See
"Policies & Services -- Managing Your Investment, Redemption In-Kind."

--------------------------------------------------------------------------------
HOW TO EXCHANGE SHARES

If your investment goals or your financial needs change, you may exchange your
shares for Class Y shares of another First American fund. Exchanges are made at
the net asset value per share of each fund at the time of the exchange. There is
no fee to exchange shares. If you are no longer eligible to hold Class Y shares,
for example, if you decide to discontinue your fiduciary, agency or custodian
account, you may exchange your shares for Class A shares at net asset value.
Class A shares have higher expenses than Class Y shares.

To exchange your shares, call your financial institution. In order for your
shares to be exchanged the same day, you must call your financial institution by
the time specified by the institution and your exchange order must be received
by the funds by 3:00 p.m. Central time. It is the responsibility of your
financial institution to promptly transmit your exchange order to the funds.

Before exchanging into any fund, be sure to read its prospectus carefully. A
fund may change or cancel its exchange policies at any time. You will be
notified of any changes. The funds have the right to limit exchanges to four
times per year.


                       4      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Policies & Services
MANAGING YOUR INVESTMENT

--------------------------------------------------------------------------------
REDEMPTION IN-KIND

Generally, proceeds from redemption requests will be paid in cash. However, to
minimize the effect of large redemption requests on the fund and its remaining
shareholders, the fund reserves the right to pay part or all of the proceeds
from a redemption request in a proportionate share of readily marketable
securities in the fund instead of cash. In selecting securities for a redemption
in-kind, the advisor will consider the best interests of the fund and the
remaining fund shareholders, and will value these securities in accordance with
the pricing methods employed to calculate the fund's net asset value per share.
If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon disposition of the securities received in the redemption.

--------------------------------------------------------------------------------
STAYING INFORMED

SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November
and May. They include financial statements and performance information and on an
annual basis, a message from your portfolio managers and the auditors' report.

In an attempt to reduce shareholder costs and help eliminate duplication, the
fund will try to limit its mailings to one report for each address that lists
one or more shareholders with the same last name. If you would like additional
copies, please call Investor Services at 1-800-637-2548.

STATEMENTS AND CONFIRMATIONS. Statements summarizing activity in your account
are mailed quarterly. Confirmations are mailed following each purchase or sale
of fund shares.

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS

Dividends from the fund's net investment income are declared and paid monthly.
Any capital gains are distributed at least once each year.

On the ex-dividend date for a distribution, the fund's share price is reduced by
the amount of the distribution. If you buy shares just before the ex-dividend
date, in effect, you "buy the dividend." You will pay the full price for the
shares and then receive a portion of that price back as a distribution, all or a
portion of which may be taxable (to the same extent the distribution is
otherwise taxable to fund shareholders).

Dividend and capital gain distributions will be reinvested in additional shares
of the fund paying the distribution, unless you request that distributions be
reinvested in another First American fund or paid in cash. This request may be
made on your new account form, or by contacting your financial institution. If
you request that your distributions be paid in cash but those distributions
cannot be delivered because of an incorrect mailing address, the undelivered
distributions and all future distributions will be reinvested in fund shares.

--------------------------------------------------------------------------------
TAXES

Some of the tax consequences of investing in the funds are discussed below. More
information about taxes is in the Statement of Additional Information. However,
because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

TAXES ON DISTRIBUTIONS. The fund intends to meet certain federal tax
requirements so that distributions of tax-exempt interest income may be treated
as "exempt-interest dividends." These dividends are not subject to regular
federal income tax. However, the fund may invest up to 20% of its net assets in
municipal securities, the interest on which is subject to the alternative
minimum tax. Any portion of exempt-interest dividends attributable to interest
on these securities may increase some shareholders' alternative minimum tax. The
fund expects that its distributions will consist primarily of exempt-interest
dividends.

Distributions paid from any interest income that is not tax-exempt and from any
net realized capital gains will be taxable whether you reinvest those
distributions or take them in cash. Distributions of the fund's long-term net
capital gains are taxable as long-term gains, regardless of how long you have
held your shares.

TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's
shares for shares of another fund, will be a taxable event and may result in a
capital gain or loss. The gain or loss will be considered long-term if you have
held your shares for more than one year. A gain or loss on shares held for one
year or less is considered short-term and is taxed at the same rates as ordinary
income.

If in redemption of his or her shares a shareholder receives a distribution of
readily marketable securities instead of cash, the shareholder will be treated
as receiving an amount equal to the fair market value of the securities at the
time of the distribution for purposes of determining capital gain or loss on the
redemption, and will also acquire a basis in the shares for federal income tax
purposes equal to their fair market value.

The exchange of one class of shares for another class of shares in the same fund
will not be taxable.

NEBRASKA INCOME TAXATION. Dividends paid by Nebraska Tax Free Fund will be
exempt from Nebraska income taxes for individuals, trusts, estates, and
corporations to the extent they are derived from interest on Nebraska municipal
obligations.


                       5      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Additional Information
MANAGEMENT

U.S. Bank National Association (U.S. Bank), acting through its First American
Asset Management division, is the funds' investment advisor. First American
Asset Management provides investment management services to individuals and
institutions, including corporations, foundations, pensions and retirement
plans. As of September 30, 2000, it had more than $77 billion in assets under
management, including investment company assets of more than $33 billion. As
investment advisor, First American Asset Management manages the funds' business
and investment activities, subject to the authority of the board of directors.

The fund pays the investment advisor a monthly fee for providing investment
advisory services equal, on an annual basis, to 0.70% of the fund's average
daily net assets.

DIRECT CORRESPONDENCE TO:
First American Funds
P.O. Box 1330
Minneapolis, Minnesota 55440-1330

INVESTMENT ADVISOR
First American Asset Management
601 Second Avenue South
Minneapolis, Minnesota 55402

DISTRIBUTOR
SEI Investments Distribution Co.
Oaks, Pennsylvania 19456

PENDING ACQUISITION

On October 4, 2000, U.S. Bancorp, the parent company of the fund's investment
advisor, announced that it had entered into an agreement to be acquired by
Firstar Corporation. It is anticipated that this acquisition will be completed
in the first quarter of 2001, subject to regulatory approval, the approval of
the U.S. Bancorp shareholders and the satisfaction of customary closing
conditions.

ADDITIONAL COMPENSATION

U.S. Bank and other affiliates of U.S. Bancorp may act as fiduciary with
respect to plans subject to the Employee Retirement Income Security Act of 1974
(ERISA) and other trust and agency accounts that invest in the funds. As
described above, U.S. Bank receives compensation for acting as the First
American funds' investment advisor. U.S. Bank and its affiliates also receive
compensation in connection with the following:

CUSTODY SERVICES. U.S. Bank provides or compensates others to provide custody
services to the funds. U.S. Bank is paid monthly fees equal, on an annual
basis, to 0.03% of a fund's average daily net assets. In addition, U.S. Bank is
reimbursed for its out-of-pocket expenses incurred while providing custody
services to the funds.

ADMINISTRATION SERVICES. U.S. Bank provides or compensates others to provide
administrative services to all open-end funds in the First American family of
funds. These services include general administrative and accounting services,
transfer agency and dividend disbursing services, and shareholder services. U.S.
Bank receives total fees equal, on an annual basis, to 0.12% of the aggregate
average daily net assets of all open-end mutual funds in the First American fund
family up to $8 billion and 0.105% of the aggregate average daily net assets of
all open-end mutual funds in the First American fund family in excess of $8
billion. These fees are allocated among the funds in the First American family
of funds on the basis of their relative net asset values. The funds also pay
U.S. Bank transfer agent fees based upon the number of funds and accounts
maintained. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses
incurred while providing administrative services to the funds.

BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for
the funds, the funds' investment advisor may place trades through its
affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc.,
which will earn commissions on these transactions.

SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through
U.S. Bank or its broker-dealer affiliates, U.S. Bancorp Investments, Inc. and
U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder
servicing fees from the funds' distributor.

PORTFOLIO MANAGEMENT

The fund's investments are managed by a team of persons associated with First
American Asset Management.


                       6      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND

--------------------------------------------------------------------------------
OBJECTIVES

Nebraska Tax Free Fund's objective, described in the "Fund Summary" section, may
be changed without shareholder approval. If the fund's objective changes, you
will be notified at least 30 days in advance. Please remember: There is no
guarantee that the fund will achieve its objective.

--------------------------------------------------------------------------------
INVESTMENT STRATEGIES

The fund's main investment strategies are discussed in the "Fund Summary"
section. These are the strategies that the fund's investment advisor believes
are most likely to be important in trying to achieve the fund's objectives. You
should be aware that the fund may also use strategies and invest in securities
that are not described in this prospectus, but that are described in the
Statement of Additional Information (SAI). For a copy of the SAI, call Investor
Services at 1-800-637-2548.

INVESTMENT APPROACH. In selecting securities for the fund, fund managers first
determine their economic outlook and the direction in which inflation and
interest rates are expected to move. In selecting individual securities
consistent with this outlook, the fund managers evaluate factors such as credit
quality, yield, maturity, liquidity and portfolio diversification. Fund managers
conduct research on potential and current holdings in the fund to determine
whether a fund should purchase or retain a security. This is a continuing
process the focus of which changes according to market conditions, the
availability of various permitted investments, and cash flows into and out of
the fund.

MUNICIPAL SECURITIES. Municipal securities are issued to finance public
infrastructure projects such as streets and highways, schools, water and sewer
systems, hospitals, and airports. They also may be issued to refinance
outstanding obligations as well as to obtain funds for general operating
expenses and for loans to other public institutions and facilities.

The fund may invest in municipal securities such as "general obligation" bonds,
"revenue" bonds, and participation interests in municipal leases. General
obligation bonds are backed by the full faith, credit and taxing power of the
issuer. Revenue bonds are payable only from the revenues generated by a specific
project or from another specific revenue source. Participation interests in
municipal leases are undivided interests in a lease, installment purchase
contract or conditional sale contract entered into by a state or local
government unit to acquire equipment or facilities. Municipal leases frequently
have special risks which generally are not associated with general obligation
bonds or revenue bonds. See "Risks -- Risks of Municipal Lease Obligations."

The municipal securities in which the fund invests may include refunded bonds
and zero coupon bonds. Refunded bonds may have originally been issued as general
obligation or revenue bonds, but become "refunded" when they are secured by an
escrow fund, usually consisting entirely of direct U.S. government obligations
and/or U.S. government agency obligations. Zero coupon bonds are issued at
substantial discounts from their value at maturity and pay no cash income to
their holders until they mature. When held to maturity, their entire return
comes from the difference between their purchase price and their maturity value.
Up to 10% of the fund's total assets may be invested in inverse floating rate
municipal securities. The values of these securities, as well as zero coupon
bonds, may be highly volatile as interest rates rise or fall. See "Interest Rate
Risk" and "Risks of Inverse Floating Rate Securities."

TEMPORARY INVESTMENTS. In an attempt to respond to adverse market, economic,
political or other conditions, the fund may temporarily invest without limit in
cash and in U.S. dollar-denominated high-quality money market instruments and
other short-term securities, including securities which pay income that is
subject to federal and state income tax. These investments may include money
market funds advised by the fund's advisor. Because these investments may be
taxable, and may result in a lower yield than would be available from
investments with a lower quality or longer term, they may prevent the fund from
achieving its investment objective.

PORTFOLIO TURNOVER. Fund managers may trade securities frequently, resulting,
from time to time, in an annual portfolio turnover rate of over 100%. Trading of
securities may produce capital gains, which are taxable to shareholders when
distributed. Active trading may also increase the amount of commissions or
mark-ups to broker-dealers that the fund pays when it buys and sells securities.

--------------------------------------------------------------------------------
RISKS

The main risks of investing in the fund are summarized in the "Fund Summaries"
section. More information about fund risks is presented below.

INTEREST RATE RISK. Debt securities in the fund will fluctuate in value with
changes in interest rates. In general, debt securities will increase in value
when interest rates fall and decrease in value when interest rates rise.
Longer-term debt securities are generally more sensitive to interest rate
changes. The fund may invest in zero coupon securities, which do not pay
interest on a current basis and which may be highly volatile as interest rates
rise or fall. The fund's investments in inverse floating rate municipal
securities also may be highly volatile with changing interest rates. See "Risks
of Inverse Floating Rate Securities."

INCOME RISK. The fund's income could decline due to falling market interest
rates. This is because, in a falling interest rate environment, the fund
generally will have to invest the proceeds from sales of fund shares, as well as
the proceeds from maturing portfolio securities (or portfolio securities that
have been called, see "Call Risk") in lower-yielding securities.

                       7      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Additional Information
MORE ABOUT THE FUND CONTINUED

CREDIT RISK. The fund is subject to the risk that the issuers of debt securities
held by the fund will not make payments on the securities, or that the other
party to a contract (such as a repurchase agreement) will default on its
obligations. There is also the risk that an issuer could suffer adverse changes
in financial condition that could lower the credit quality of a security. This
could lead to greater volatility in the price of the security and in shares of
the fund. Also, a change in the credit quality rating of a bond could affect the
bond's liquidity and make it more difficult for the fund to sell.

The fund attempts to minimize credit risk by investing in securities considered
at least investment grade at the time of purchase. However, all of these
securities, especially those in the lower investment grade rating categories,
have credit risk. In adverse economic or other circumstances, issuers of these
lower rated securities are more likely to have difficulty making principal and
interest payments than issuers of higher rated securities.

CALL RISK. Many municipal bonds may be redeemed at the option of the issuer, or
"called," before their stated maturity date. In general, an issuer will call its
bonds if they can be refinanced by issuing new bonds which bear a lower interest
rate. The fund is subject to the possibility that during periods of falling
interest rates, a municipal bond issuer will call its high-yielding bonds. The
fund would then be forced to invest the unanticipated proceeds at lower interest
rates, resulting in a decline in the fund's income.

POLITICAL AND ECONOMIC RISK. The values of municipal securities may be adversely
affected by local political and economic conditions and developments. Adverse
conditions in an industry significant to a local economy could have a
correspondingly adverse effect on the financial condition of local issuers.
Other factors that could affect municipal securities include a change in the
local, state or national economy, demographic factors, ecological or
environmental concerns, statutory limitations on the issuer's ability to
increase taxes and other developments generally affecting the revenue of issuers
(for example, legislation or court decisions reducing state aid to local
governments or mandating additional services). To the extent the fund invests in
the securities of issuers located in a single state, it will be
disproportionately affected by political and economic conditions and
developments in that state. The value of municipal securities also may be
adversely affected by future changes in federal or state income tax laws,
including rate reductions or the imposition of a flat tax.

RISKS OF INVERSE FLOATING RATE SECURITIES. The fund may invest up to 10% of its
total assets in inverse floating rate municipal securities. These securities pay
interest at a rate that varies inversely to changes in the interest rate of
specified municipal securities or a specified index. The interest rate on this
type of security will generally change at a multiple of any change in the
reference interest rate. As a result, the values of these securities may be
highly volatile as interest rates rise or fall.

RISKS OF MUNICIPAL LEASE OBLIGATIONS. The fund may purchase participation
interests in municipal leases. These are undivided interests in a lease,
installment purchase contract or conditional sale contract entered into by a
state or local government unit to acquire equipment or facilities. Participation
interests in municipal leases pose special risks because many leases and
contracts contain "non-appropriation" clauses that provide that the governmental
issuer has no obligation to make future payments under the lease or contract
unless money is appropriated for this purpose by the appropriate legislative
body. Although these kinds of obligations are secured by the leased equipment or
facilities, it might be difficult and time consuming to dispose of the equipment
or facilities in the event of non-appropriation, and the fund might not recover
the full principal amount of the obligation.

RISKS OF ACTIVE MANAGEMENT. The fund is actively managed and its performance
therefore will reflect in part the advisor's ability to make investment
decisions which are suited to achieving the fund's investment objectives. Due to
its active management, the fund could underperform other mutual funds with
similar investment objectives.


                       8      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>

Additional Information
FINANCIAL HIGHLIGHTS

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

Nebraska Tax Free Fund had not commenced operations prior to the date of this
prospectus.


                       9      PROSPECTUS - First American Nebraska Tax Free Fund
                                           Class Y Shares
<PAGE>


--------------------------------------------------------------------------------
FOR MORE INFORMATION

More information about the fund is available in the fund's Statement of
Additional Information and annual and semiannual reports.

--------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the fund and its policies. A current SAI is
on file with the Securities and Exchange Commission (SEC) and is incorporated
into this prospectus by reference (which means that it is legally considered
part of this prospectus).

--------------------------------------------------------------------------------
ANNUAL AND SEMIANNUAL REPORTS

Additional information about the fund's investments will be available in the
fund's annual and semiannual reports to shareholders. In the fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.

You can obtain a free copy of the fund's SAI and/or free copies of the fund's
most recent annual or semiannual reports by calling Investor Services at
1-800-637-2548. The material you request will be sent by first-class mail or
other means designed to ensure equally prompt delivery, within three business
days of receipt of the request.

You can also obtain copies of this information, after paying a duplicating fee,
by electronic request at the following email address: [email protected], or by
writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For
more information, call 1-202-942-8090.

Information about the fund is also available on the Internet. Text-only versions
of fund documents can be viewed online or downloaded from the EDGAR Database on
the SEC's Internet site at http://www.sec.gov.



FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330

First American Asset Management, a division of U.S. Bank National Association,
serves as the investment advisor to the First American Funds.

First American Funds are distributed by SEI Investments Distribution Co. which
is located in Oaks, PA 19456 and is not an affiliate of U.S. Bank.

2/2001  NTFY

SEC file number: 811-05309


[LOGO] FIRST AMERICAN FUNDS(R)
       THE POWER OF DISCIPLINED INVESTING(R)

<PAGE>


                      FIRST AMERICAN INVESTMENT FUNDS, INC.

                       STATEMENT OF ADDITIONAL INFORMATION

                             DATED FEBRUARY 28, 2001

                              HIGH YIELD BOND FUND


This Statement of Additional Information relates to the Class A, Class B, Class
C and Class Y Shares of the High Yield Bond Fund (the "Fund"), which is a series
of First American Investment Funds, Inc. ("FAIF"). This Statement of Additional
Information is not a prospectus, but should be read in conjunction with the
Funds' current Prospectus dated February 28, 2001. This Statement of Additional
Information is incorporated into the Fund's Prospectus by reference. To obtain
copies of the Prospectus at no charge, write the Fund's distributor, SEI
Investments Distribution Co., Oaks, Pennsylvania 19456, or call Investor
Services at 1-800-637-2548. Please retain this Statement of Additional
Information for future reference.

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
GENERAL INFORMATION

ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS
         Short-Term Investments
         U.S. Government Securities
         Repurchase Agreements
         Lending of Portfolio Securities
         Foreign Securities
         Zero Coupon Securities
         Debt Obligations - Rated Less Than Investment Grade
         Floating Rate Debt Obligations
         Fixed Rate Corporate Debt Obligations
         Payment-In-Kind Debentures and Delayed Interest Securities
         Preferred Stock
         Participation Interests

INVESTMENT RESTRICTIONS

DIRECTORS AND EXECUTIVE OFFICERS
         Directors
         Executive Officers
         Compensation

INVESTMENT ADVISORY AND OTHER SERVICES
         Investment Advisory Agreement
         Administration Agreement
         Distributor And Distribution Plans
         Custodian; Counsel; Auditors

CODE OF ETHICS

PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

CAPITAL STOCK

NET ASSET VALUE AND PUBLIC OFFERING PRICE

FUND PERFORMANCE

TAXATION

REDUCING SALES CHARGES
         Class A Sales Charge
         Sales of Class A Shares at Net Asset Value

ADDITIONAL INFORMATION ABOUT SELLING SHARES
         By Telephone
         By Mail
         Redemptions Before Purchase Instruments Clear

RATINGS
         Ratings of Corporate Debt Obligations and Municipal Bonds


                                       i
<PAGE>


         Ratings of Preferred Stock
         Ratings of Commercial Paper


                                       ii
<PAGE>


                               GENERAL INFORMATION

         First American Investment Funds, Inc. ("FAIF") was incorporated in the
State of Maryland on August 20, 1987 under the name "SECURAL Mutual Funds, Inc."
The Board of Directors and shareholders, at meetings held January 10, 1991, and
April 2, 1991, respectively, approved amendments to the Articles of
Incorporation providing that the name "SECURAL Mutual Funds, Inc." be changed to
"First American Investment Funds, Inc."

         FAIF is organized as a series fund and currently issues its shares in
31 series at February 28, 2001. Each series of shares represents a separate
investment portfolio with its own investment objective and policies (in essence,
a separate mutual fund). This Statement of Additional Information relates to
FAIF's High Yield Bond Fund (the "Fund") a diversified series of FAIF, which is
an open-end investment company registered under the Investment Company Act of
1940, as amended.

         Shareholders may purchase shares of the Fund through four separate
classes, Class A, Class B, Class C and Class Y, which provide for variations in
distribution costs, shareholder servicing fees, voting rights and dividends. To
the extent permitted by the Investment Company Act of 1940 (the "1940 Act"), the
Fund may also provide for variations in other costs among the classes although
they have no present intention to do so. In addition, a sales load is imposed on
the sale of Class A, Class B and Class C Shares of the Fund. Except for
differences among the classes pertaining to distribution costs and shareholder
servicing fees, each share of the Fund represents an equal proportionate
interest in the Fund.

         The Articles of Incorporation and Bylaws of FAIF provide that meetings
of shareholders be held as determined by the Board of Directors and as required
by the 1940 Act. Maryland corporation law requires a meeting of shareholders to
be held upon the written request of shareholders holding 10% or more of the
voting shares of FAIF, with the cost of preparing and mailing the notice of such
meeting payable by the requesting shareholders. The 1940 Act requires a
shareholder vote for all amendments to fundamental investment policies and
restrictions, for approval of all investment advisory contracts and amendments
thereto, and for all amendments to Rule 12b-1 distribution plans.

         This Statement of Additional Information may also refer to affiliated
investment companies, including: First American Funds, Inc. ("FAF"); First
American Strategy Funds, Inc. ("FASF"); First American Insurance Portfolios,
Inc. ("FAIP"); and twelve separate closed-end funds (American Strategic Income
Portfolio Inc., American Strategic Income Portfolio Inc.-II, American Strategic
Income Portfolio Inc.-III, American Municipal Income Portfolio Inc., Minnesota
Municipal Income Portfolio Inc., American Select Portfolio Inc., American
Municipal Term Trust Inc., American Municipal Term Trust Inc.-II, American
Municipal Term Trust Inc.-III, Minnesota Municipal Term Trust Inc., Minnesota
Municipal Term Trust Inc.-II, and Mentor Income Fund, Inc.), collectively
referred to as the First American Closed-End Funds ("FACEF").


                                       1
<PAGE>


               ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS

         The main investment strategies of the Fund are set forth in the
Prospectus. Additional information concerning main investment strategies of the
Fund, and other investment strategies which may be used by the Fund, are set
forth below. The Fund has attempted to identify any investment strategy that
will be employed in pursuing its investment objective. However, in the absence
of an affirmative limitation, the Fund may utilize any strategy or technique
that is consistent with its investment objective. The Fund does not anticipate
that any such strategy or technique would exceed 5% of its assets absent
specific identification of that practice. Additional information concerning the
Fund's investment restrictions is set forth below under "Investment
Restrictions."

         If a percentage limitation on investments by the Fund stated in this
section or in "Investment Restrictions" below is adhered to at the time of an
investment, a later increase or decrease in percentage resulting from changes in
asset value will not be deemed to violate the limitation except in the case of
the limitations on borrowing.

SHORT-TERM INVESTMENTS

         The Fund can invest in a variety of short-term instruments such as
rated commercial paper and variable amount master demand notes; United States
dollar-denominated time and savings deposits (including certificates of
deposit); bankers' acceptances; obligations of the United States Government or
its agencies or instrumentalities; repurchase agreements collateralized by
eligible investments of the Fund; securities of other mutual funds that invest
primarily in debt obligations with remaining maturities of 13 months or less
(which investments also are subject to the advisory fee); and other similar
high-quality short-term United States dollar-denominated obligations. The other
mutual funds in which the Fund may invest include money market funds advised by
U.S. Bank National Association, the Fund's investment advisor ("U.S. Bank" or
the "Advisor"), subject to certain restrictions contained in an exemptive order
issued by the Securities and Exchange Commission ("SEC") with respect thereto.

         The Fund may also invest in Eurodollar Certificates of Deposit issued
by foreign branches of United States or foreign banks; Eurodollar Time Deposits,
which are United States dollar-denominated deposits in foreign branches of
United States or foreign banks; and Yankee Certificates of Deposit, which are
United States dollar-denominated certificates of deposit issued by United States
branches of foreign banks and held in the United States. In each instance, the
Fund may only invest in bank instruments issued by an institution which has
capital, surplus and undivided profits of more than $100 million or the deposits
of which are insured by the Bank Insurance Fund or the Savings Association
Insurance Fund.

         Short-term investments and repurchase agreements may be entered into on
a joint basis by the Fund and other funds advised by the Advisor to the extent
permitted by an exemptive order issued by the Securities and Exchange Commission
with respect to the Fund. A brief description of certain kinds of short-term
instruments follows:

         COMMERCIAL PAPER. Commercial paper consists of unsecured promissory
notes issued by corporations. Issues of commercial paper normally have
maturities of less than nine months and fixed rates of return.

         BANKERS' ACCEPTANCES. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of the drawer to
pay the full amount of the instrument upon maturity.

         VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand
notes are unsecured demand notes that permit the indebtedness thereunder to vary
and provide for periodic adjustments in the interest rate according to the terms
of the instrument. Because master demand notes are direct lending arrangements
between the Fund and the issuer, they are not normally traded. Although there is
no secondary market in the notes, the Fund may demand payment of principal and
accrued interest at any time. The Advisor will consider the earning power, cash
flow and other liquidity ratios of the issuers of such notes and will
continuously monitor their financial status and ability to meet payment on
demand.

         VARIABLE RATE DEMAND OBLIGATIONS. Variable rate demand obligations
("VRDO") are securities in which the interest rate is adjusted at pre-designated
periodic intervals. VRDOs may include a demand feature which is a put that
entitles the holder to receive the principal amount of the underlying security
or securities and which may be exercised


                                       2
<PAGE>


either at any time on no more than 30 days' notice or at specified intervals not
exceeding 397 calendar days on no more than 30 days' notice.

U.S. GOVERNMENT SECURITIES

         The U.S. government securities in which the Fund may invest are either
issued or guaranteed by the U.S. government, its agencies or instrumentalities.
The U.S. government securities in which the Fund invests principally are:

         *  direct obligations of the U.S. Treasury, such as U.S. Treasury
            bills, notes, and bonds;

         *  notes, bonds, and discount notes issued and guaranteed by U.S.
            government agencies and instrumentalities supported by the full
            faith and credit of the United States;

         *  notes, bonds, and discount notes of U.S. government agencies or
            instrumentalities which receive or have access to federal funding;
            and

         *  notes, bonds, and discount notes of other U.S. government
            instrumentalities supported only by the credit of the
            instrumentalities.

         The government securities in which the Fund may invest are backed in a
variety of ways by the U.S. government or its agencies or instrumentalities.
Some of these securities, such as Government National Mortgage Association
("GNMA") mortgage-backed securities, are backed by the full faith and credit of
the U.S. government. Other securities, such as obligations of the Federal
National Mortgage Association ("FNMA") or the Federal Home Loan Mortgage
Corporation ("FHLMC") are backed by the credit of the agency or instrumentality
issuing the obligations but not the full faith and credit of the U.S.
government. No assurances can be given that the U.S. government will provide
financial support to these other agencies or instrumentalities because it is not
obligated to do so.

REPURCHASE AGREEMENTS

         The Fund may invest in repurchase agreements to the extent specified in
the Prospectus. A repurchase agreement involves the purchase by the Fund of
securities with the agreement that after a stated period of time, the original
seller will buy back the same securities ("collateral") at a predetermined price
or yield. Repurchase agreements involve certain risks not associated with direct
investments in securities. If the original seller defaults on its obligation to
repurchase as a result of its bankruptcy or otherwise, the Fund will seek to
sell the collateral, which could involve costs or delays. Although collateral
(which may consist of any fixed income security which is an eligible investment
for the Fund entering into the repurchase agreement) will at all times be
maintained in an amount equal to the repurchase price under the agreement
(including accrued interest), the Fund would suffer a loss if the proceeds from
the sale of the collateral were less than the agreed-upon repurchase price. The
Advisor will monitor the creditworthiness of the firms with which the Fund
enters into repurchase agreements.

         The Fund's custodian will hold the securities underlying any repurchase
agreement, or the securities will be part of the Federal Reserve/Treasury Book
Entry System. The market value of the collateral underlying the repurchase
agreement will be determined on each business day. If at any time the market
value of the collateral falls below the repurchase price under the repurchase
agreement (including any accrued interest), the Fund will promptly receive
additional collateral (so the total collateral is an amount at least equal to
the repurchase price plus accrued interest).

LENDING OF PORTFOLIO SECURITIES

         In order to generate additional income, the Fund may lend portfolio
securities representing up to one-third of the value of its total assets to
broker-dealers, banks or other institutional borrowers of securities. As with
other extensions of credit, there may be risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially. However, the Fund will only enter into loan
arrangements with broker-dealers, banks, or other institutions which the Advisor
has determined are creditworthy under guidelines established by the Board of
Directors. The Fund will pay a portion of the income earned on the lending
transaction to the placing broker and may pay administrative and custodial fees
(including fees to the Advisor, acting as securities


                                       3
<PAGE>


lending agent) in connection with these loans which, in the case of U.S. Bank,
are 40% of the Fund's income from such securities lending transactions.

         U.S. Bank (the Fund's custodian and investment advisor) may act as
securities lending agent for the Fund and receive separate compensation for such
services, subject to compliance with conditions contained in an SEC exemptive
order permitting U.S. Bank to provide such services and receive such
compensation.

         In these loan arrangements, the Fund will receive collateral in the
form of cash, United States Government securities or other high-grade debt
obligations equal to at least 100% of the value of the securities loaned. This
collateral must be valued daily by the Advisor and, if the market value of the
loaned securities increases, the borrower must furnish additional collateral to
the Fund. During the time portfolio securities are on loan, the borrower pays
the Fund any dividends or interest paid on the securities. Loans are subject to
termination at any time by the Fund or the borrower. While the Fund does not
have the right to vote securities on loan, it would terminate the loan and
regain the right to vote if that were considered important with respect to the
investment.

FOREIGN SECURITIES

         The Fund may invest in foreign securities payable in United States
dollars. Investment in foreign securities is subject to special investment risks
that differ in some respects from those related to investments in securities of
United States domestic issuers. These risks include political, social or
economic instability in the country of the issuer, the difficulty of predicting
international trade patterns, the possibility of the imposition of exchange
controls, expropriation, limits on removal of currency or other assets,
nationalization of assets, foreign withholding and income taxation, and foreign
trading practices (including higher trading commissions, custodial charges and
delayed settlements). Foreign securities also may be subject to greater
fluctuations in price than securities issued by United States corporations.

         In addition, there may be less publicly available information about a
foreign company than about a United States domiciled company. Foreign companies
generally are not subject to uniform accounting, auditing and financial
reporting standards comparable to those applicable to United States domestic
companies. There is also generally less government regulation of securities
exchanges, brokers and listed companies abroad than in the United States.
Confiscatory taxation or diplomatic developments could also affect investment in
those countries. In addition, foreign branches of United States banks, foreign
banks and foreign issuers may be subject to less stringent reserve requirements
and to different accounting, auditing, reporting, and recordkeeping standards
than those applicable to domestic branches of United States banks and United
States domestic issuers.

ZERO COUPON SECURITIES

         The Fund may invest in zero coupon, fixed income securities. Zero
coupon securities pay no cash income to their holders until they mature and are
issued at substantial discounts from their value at maturity. When held to
maturity, their entire return comes from the difference between their purchase
price and their maturity value. Because interest on zero coupon securities is
not paid on a current basis, the values of securities of this type are subject
to greater fluctuations than are the value of securities that distribute income
regularly and may be more speculative than such securities. Accordingly, the
values of these securities may be highly volatile as interest rates rise or
fall.

DEBT OBLIGATIONS -- RATED LESS THAN INVESTMENT GRADE

         The Fund will invest primarily in non-investment grade bonds. Debt
obligations rated BB, B or CCC by Standard & Poor's or Ba, B or Caa by Moody's
are considered to be less than "investment grade" and are sometimes referred to
as "junk bonds." However, there are no minimum rating requirements for
investments by the Fund, which means that the Fund may invest in bonds in
default.

         Yields on less than investment grade debt obligations will fluctuate
over time. The prices of such obligations have been found to be less sensitive
to interest rate changes than higher rated obligations, but more sensitive to
adverse economic changes or individual corporate developments. Also, during an
economic downturn or period of rising interest rates, highly leveraged issuers
may experience financial stress which could adversely affect their ability to
service principal and interest payment obligations, to meet projected business
goals, and to obtain additional financing. In addition, periods of economic
uncertainty and changes can be expected to result in increased volatility of
market prices


                                       4
<PAGE>


of non-investment grade debt obligations. If the issuer of a security held by
the Fund defaulted, the Fund might incur additional expenses to seek recovery.

         In addition, the secondary trading market for non-investment grade debt
obligations may be less developed than the market for investment grade
obligations. This may make it more difficult for the Fund to value and dispose
of such obligations. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of
non-investment grade obligations, especially in a thin secondary trading market.

         Certain risks also are associated with the use of credit ratings as a
method for evaluating non-investment grade debt obligations. For example, credit
ratings evaluate the safety of principal and interest payments, not the market
value risk of such obligations. In addition, credit rating agencies may not
timely change credit ratings to reflect current events. Thus, the success of the
Fund's use of non-investment grade debt obligations may be more dependent on the
Advisor's own credit analysis than is the case with investment grade
obligations.

FLOATING RATE DEBT OBLIGATIONS

         The Fund expects to invest in floating rate debt obligations issued,
assumed, or guaranteed by corporations, trusts, partnerships, governmental
agencies or creators, or other such special purpose entities, including
increasing rate securities. Floating rate securities are generally offered at an
initial interest rate which is at or above prevailing market rates. The interest
rate paid on these securities is then reset periodically (commonly every 90
days) to an increment over some predetermined interest rate index. Commonly
utilized indices include the three-month Treasury bill rate, the 180-day
Treasury bill rate, the one-month or three-month London Interbank Offered Rate
(LIBOR), the prime rate of a bank, the commercial paper rates, or the
longer-term rates on U.S. Treasury securities.

FIXED RATE CORPORATE DEBT OBLIGATIONS

         The Fund will invest in fixed rate obligations issued, assumed, or
guaranteed by corporations, trusts, partnerships, governmental agencies or
creators, or other such special purpose entities, securities. Fixed rate
securities tend to exhibit more price volatility during times of rising or
falling interest rates than securities with floating rates of interest. This is
because floating rate securities, as described above, behave like short-term
instruments in that the rate of interest they pay is subject to periodic
adjustments based on a designated interest rate index. Fixed rate securities pay
a fixed rate of interest and are more sensitive to fluctuating interest rates.
In periods of rising interest rates the value of a fixed rate security is likely
to fall.

PAYMENT-IN-KIND DEBENTURES AND DELAYED INTEREST SECURITIES

         The Fund may invest in debentures the interest on which may be paid in
other securities rather than cash ("PIKs"). Typically, during a specified term
prior to the debenture's maturity, the issuer of a PIK may provide for the
option or the obligation to make interest payments in debentures, common stock
or other instruments (i.e., "in kind" rather than in cash). The type of
instrument in which interest may or will be paid would be known by the Fund at
the time of investment. While PIKs generate income for purposes of generally
accepted accounting standards, they do not generate cash flow and thus could
cause the Fund to be forced to liquidate securities at an inopportune time in
order to distribute cash, as required by the Internal Revenue Code of 1986 (the
"Code").

         Unlike PIKs, delayed interest securities do not pay interest for a
specified period. Because values of securities of this type are subject to
greater fluctuations than are the values of securities that distribute income
regularly, they may be more speculative than such securities.

PREFERRED STOCK

         The Fund may invest in preferred stock. Preferred stock, unlike common
stock, offers a stated dividend rate payable from the issuer's earnings.
Preferred stock dividends may be cumulative or non-cumulative, participating, or
auction rate. If interest rates rise, the fixed dividend on preferred stocks may
be less attractive, causing the price of preferred stocks to decline. Preferred
stock may have mandatory sinking fund provisions, as well as call/redemption
provisions prior to maturity, a negative feature when interest rates decline.


                                       5
<PAGE>


PARTICIPATION INTERESTS

         The Fund may acquire participation interests in senior, fully secured
floating rate loans that are made primarily to U.S. companies. The Fund's
investments in participation interests are subject to its limitation on
investments in illiquid securities. The Fund may purchase only those
participation interests that mature in one year or less, or, if maturing in more
than one year, have a floating rate that is automatically adjusted at least once
each year according to a specified rate for such investments, such as a
published interest rate or interest rate index. Participation interests are
primarily dependent upon the creditworthiness of the borrower for payment of
interest and principal. Such borrowers may have difficulty making payments and
may have senior securities rated as low as C by Moody's, or D by Standard &
Poor's.


                             INVESTMENT RESTRICTIONS

         In addition to the investment objectives and policies set forth in the
Prospectus and under the caption "Additional Information Concerning Fund
Investments" above, the Fund is subject to the investment restrictions set forth
below. The investment restrictions set forth in paragraphs 1 through 6 below are
fundamental and cannot be changed without approval by the holders of a majority
of the outstanding shares of the Fund as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), i.e., by the lesser of the vote of (a) 67%
of the shares of the Fund present at a meeting where more than 50% of the
outstanding shares are present in person or by proxy, or (b) more than 50% of
the outstanding shares of the Fund.

         The Fund will not:

         1.       Borrow money or issue senior securities, except as permitted
                  under the 1940 Act, as interpreted or modified from time to
                  time by any regulatory authority having jurisdiction. (As a
                  non-fundamental policy, the Fund will not make additional
                  investments while its borrowings exceed 5% of total assets.)

         2.       Concentrate its investments in a particular industry. For
                  purposes of this limitation, the U.S. Government, and state or
                  municipal governments and their political subdivisions, are
                  not considered members of any industry. Whether the Fund is
                  concentrating in an industry shall be determined in accordance
                  with the 1940 Act, as interpreted or modified from time to
                  time by any regulatory authority having jurisdiction.

         3.       Act as an underwriter of securities of other issuers, except
                  to the extent that, in connection with the disposition of
                  portfolio securities, it may be deemed an underwriter under
                  applicable laws.

         4.       Purchase or sell real estate unless as a result of ownership
                  of securities or other instruments, but this shall not prevent
                  the Fund from investing in securities or other instruments
                  backed by real estate or interest therein or in securities of
                  companies that deal in real estate or mortgages.

         5.       Purchase physical commodities or contracts relating to
                  physical commodities.

         6.       Make loans except as permitted under the 1940 Act, as
                  interpreted or modified from time to time by any regulatory
                  authority having jurisdiction.

         The following restriction is non-fundamental and may be changed by
FAIF's Board of Directors without a shareholder vote: The Funds will not invest
more than 15% of its net assets in all forms of illiquid investments.

         The Board of Directors has adopted guidelines and procedures under
which FAIF Funds' investment advisor is to determine whether the following types
of securities which may be held by certain Funds are "liquid" and to report to
the Board concerning its determinations: (i) securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933; (ii) commercial paper
issued in reliance on the "private placement" exemption from registration under
Section 4(2) of the Securities Act of 1933, whether or not it is eligible for
resale pursuant to Rule 144A; (iii) interest-only and principal-only, inverse
floating rate and inverse interest-only securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities; and (iv) municipal leases
and securities that represent interests in municipal leases.


                                       6
<PAGE>


                        DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of FAIF are listed below, together
with their business addresses and their principal occupations during the past
five years. The Board of Directors is generally responsible for the overall
operation and management of FAIF. Directors who are "interested persons" (as
that term is defined in the 1940 Act) of FAIF are identified with an asterisk.

DIRECTORS

         Robert J. Dayton, 5140 Norwest Center, Minneapolis, Minnesota 55402:
Director of FAF since December 1994, of FAIF since September 1994, of FASF since
June 1996 and of FAIP since August 1999; Chairman (1989-1993) and Chief
Executive Officer (1993-present), Okabena Company (private family investment
office). Age: 58.

         Roger A. Gibson, 1020 15th Street, Ste. 41A, Denver, Colorado 80202:
Director of FAF, FAIF and FASF since October 1997, and of FAIP since August
1999; Vice President North America-Mountain Region for United Airlines since
June 1995; prior to his current position, served most recently as Vice President
Customer Service for United Airlines in the West Region in San Francisco and the
Mountain Region in Denver, Colorado; employee at United Airlines since 1967.
Age: 54.

         Andrew M. Hunter III, 537 Harrington Road, Wayzata, Minnesota 55391:
Director of FAIF, FAF and FASF since January 1997, and of FAIP since August
1999; Chairman of Hunter, Keith Industries, a diversified manufacturing and
services management company, since 1975. Age: 53.

         Leonard W. Kedrowski, 16 Dellwood Avenue, Dellwood, Minnesota 55110;
Director of FAF and FAIF since November 1993, of FASF since July 1996, and of
FAIP since August 1999; Owner of Executive Management Consulting, Inc., a
management consulting firm; Chief Executive Officer of Creative Promotions
International LLC, promotional award programs and products; Vice President,
Chief Financial Officer, Treasurer, Secretary and Director of Anderson
Corporation, a large privately-held manufacturer of wood windows, from 1983 to
October 1992. Age: 59.

         * John M. Murphy, Jr., 601 Second Avenue South, Minneapolis, Minnesota
55402; Director of FAIF, FAF and FASF since June 1999, and of FAIP since August
1999; Chairman and Chief Investment Officer of First American Asset Management
and U.S. Bank Trust, N.A., and Executive Vice President of U.S. Bancorp, from
1991 to 1999; Executive Vice President of U.S. Bancorp since January 1999;
Chairman Minnesota - U.S. Bancorp since 2000. Age 59.

         * Robert L. Spies, 4715 Twin Lakes Avenue, Brooklyn Center, Minnesota
55429: Director of FAIF, FAF and FASF since January 31, 1997, and of FAIP since
August 1999; employed by U.S. Bancorp (fka First Bank System, Inc.) and
subsidiaries from 1957 to January 31, 1997, most recently as Vice President,
U.S. Bank National Association (fka First Bank National Association). Age: 66.

         Joseph D. Strauss, 8617 Edenbrook Crossing, # 443, Brooklyn Park,
Minnesota 55443: Director of FAF since 1984 and of FAIF since April 1991, of
FASF since June 1996, and of FAIP since August 1999; Chairman of FAF's and
FAIF's Boards from 1993 to September 1997 and of FASF's Board from June 1996 to
September 1997; 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., a community business retention survey
company, since 1992; attorney-at-law. Age: 60.

         Virginia L. Stringer, 712 Linwood Avenue, St. Paul, Minnesota 55105:
Director of FAIF since August 1987, of FAF since April 1991, of FASF since June
1996, and of FAIP since August 1999; Chair of FAIF's, FAF's and FASF's Boards
since September 1997, and of FAIP's Board since 1999; Owner and President,
Strategic Management Resources, Inc. since 1993; formerly President and Director
of The Inventure Group, a management consulting and training company, President
of Scott's, Inc., a transportation company, and Vice President of Human
Resources of The Pillsbury Company. Age: 56.


                                       7
<PAGE>


EXECUTIVE OFFICERS

         Thomas Plumb, First American Asset Management, 22 South 9th Street,
16th floor , Minneapolis, Minnesota 55402; President of FAIF, FAF, FASF, and
FAIP since March 11, 2000; Chief Executive Officer of First American Asset
Management since 1999; Executive Vice President of First American Asset
Management from 1997-1999; Senior Vice President of First American Asset
Management from 1992-1997. Age: 41.

         Paul A. Dow, First American Asset Management, 601 Second Avenue South,
Minneapolis, Minnesota 55402, Vice President Investments of FAIF, FAF, FASF and
FAIP since March 11, 2000; Chief Investment Officer and President of First
American Asset Management since 1999; Senior Vice President of First American
Asset Management from 1998-1999; Chief Executive Officer of Piper Jaffray from
1997-1998; Chief Investment Officer of Piper Jaffray from 1989-1997. Age: 49.

         Peter O. Torvik, First American Asset Management, 601 Second Avenue
South, Minneapolis, Minnesota 55402, Vice President Marketing of FAIF, FAF, FASF
and FAIP since September 20, 2000; Executive Vice President of First American
Asset Management; President and partner of DPG Group, a Florida-based
partnership engaged in affinity marketing from 1995 -2000. Age: 46.

         Jeffery M. Wilson, First American Asset Management, 601 Second Avenue
South, Minneapolis, Minnesota 55402; Vice President Administration of FAIF, FAF,
FASF and FAIP since March 11, 2000; Senior Vice President of First American
Asset Management. Age: 44.

         Robert H. Nelson, First American Asset Management, 601 Second Avenue
South, Minneapolis, Minnesota 55402; Treasurer of FAIF, FAF, FASF and FAIP since
March 11, 2000; Senior Vice President of First American Asset Management since
1998; Senior Vice President of Piper Capital Management Inc. from 1994-1998.
Age: 37.

         Christopher J. Smith, First American Asset Management, 601 Second
Avenue South, Minneapolis, Minnesota 55402; Secretary of FAIF, FAF, FASF and
FAIP since March 11, 2000; Executive Vice President of First American Asset
Management since 1998; General Counsel of Investment Advisors Inc. from
1991-1998. Age: 38.

         Michael J. Radmer, 220 South Sixth Street, Minneapolis, Minnesota
55402; Assistant Secretary of FAIF, FAF, FASF and FAIP since March 2000;
Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm and general counsel
of FAIF, FAF and FASF. Age: 55.

         James D. Alt, 220 South Sixth Street, Minneapolis, Minnesota 55402;
Assistant Secretary of FAF, FAIF and FASF since September 1998, and of FAIP
since September 1999; Partner, Dorsey & Whitney LLP, a Minneapolis- based law
firm. Age: 49.

         Kathleen L. Prudhomme, 220 South Sixth Street, Minneapolis, Minnesota
55402; Assistant Secretary of FAF, FAIF and FASF since September 1998, and of
FAIP since September 1999; Partner, Dorsey & Whitney LLP, a Minneapolis- based
law firm. Age: 47.

         Alaina Metz, Bysis Fund Services, 3435 Stelzer Road, Suite 1000,
Columbus, Ohio 43219; Assistant Secretary for FAIF, FAF, FASF and FAIP since
March 11, 2000; Chief Administrative Officer of Bysis Fund Services. Age: 33.

COMPENSATION

         The First American family of funds, which includes FAIF, FAF, FASF,
FAIP and FACEF, currently pays only to directors of the funds who are not paid
employees or affiliates of the funds, a fee of $27,000 per year ($40,500 in the
case of the Chair) plus $4,000 ($6,000 in the case of the Chair) per meeting of
the Board attended and $1,200 per committee meeting attended ($1,800 in the case
of a committee chair) and reimburses travel expenses of directors and officers
to attend Board meetings. In the event of telephonic Board or committee
meetings, each director receives a fee of $500 per Board or committee meeting
($750 in the case of the Chair or committee chair). In addition, directors may
receive a per diem fee of $1,500 per day, plus travel expenses when directors
travel out of town on Fund business. However, directors do not receive the
$1,500 per diem amount plus the foregoing Board or committee fee for an
out-of-town committee or Board meeting but instead receive the greater of the
total per diem fee or meeting fee. Legal fees and


                                       8
<PAGE>


expenses are also paid to Dorsey & Whitney LLP, the law firm of which Michael J.
Radmer, James D. Alt, and Kathleen L. Prudhomme, assistant secretaries of FAIF,
FAF, FASF, FAIP and FACEF, are partners. The following table sets forth
information concerning aggregate compensation paid to each director of FAIF (i)
by FAIF (column 2), and (ii) by FAIF, FAF, FASF, FAIP and FACEF collectively
(column 5) during the fiscal year ended September 30, 2000. No executive officer
or affiliated person of FAIF received any compensation from FAIF in excess of
$60,000 during such fiscal year:

<TABLE>
<CAPTION>
             (1)                             (2)                  (3)               (4)                   (5)
  NAME OF PERSON, POSITION                AGGREGATE            PENSION OR     ESTIMATED ANNUAL    TOTAL COMPENSATION
                                         COMPENSATION          RETIREMENT       BENEFITS UPON     FROM REGISTRANT AND
                                       FROM REGISTRANT *    BENEFITS ACCRUED     RETIREMENT        FUND COMPLEX PAID
                                                            AS PART OF FUND                         TO DIRECTORS**
                                                                EXPENSES
<S>                                      <C>                       <C>               <C>               <C>
Robert J. Dayton, Director               $  20,094                 -0-               -0-               $  57,200
Roger A. Gibson, Director                   23,055                 -0-               -0-                  54,800
Andrew M. Hunter III, Director              27,504                 -0-               -0-                  56,000
Leonard W. Kedrowski, Director              24,542                 -0-               -0-                  58,400
Robert L. Spies, Director                   29,324                 -0-               -0-                  59,600
John M. Murphy, Jr., Director                  -0-                 -0-               -0-                     -0-
Joseph D. Strauss, Director                 24,923                 -0-               -0-                  65,600
Virginia L. Stringer, Director              26,172                 -0-               -0-                  74,500
</TABLE>

--------------------------------------------------

* Included in the Aggregate Compensation under column 2 are amounts deferred by
the directors pursuant to the Deferred Compensation plan discussed below.
Pursuant to this plan, compensation was deferred for the following directors:
Roger A. Gibson, $11,015; Andrew M. Hunter III, $22,673; Leonard W. Kedrowski,
$11,659; Robert L. Spies, $24,283; and Joseph D. Strauss, $5,436.

** Deferred compensation is included in the Total Compensation under column 5
for the following directors: Roger A. Gibson, $20,525; Andrew M. Hunter III,
$42,250; Leonard W. Kedrowski, $21,725; Robert L. Spies, $45,250; and Joseph D.
Strauss, $10,130.

         The directors may elect to defer payment of up to 100% of the fees they
receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the
Plan, a director may elect to have his or her deferred fees treated as if they
had been invested in the shares of one or more funds and the amount paid to the
director under the Plan will be determined based on the performance of such
investments. Distributions may be taken in a lump sum or over a period years.
The Plan will remain unfunded for federal income tax purposes under the Internal
Revenue Code of 1986, as amended. Deferral of director fees in accordance with
the Plan will have a negligible impact on fund assets and liabilities and will
not obligate the funds to retain any director or pay any particular level of
compensation.

                                 CODE OF ETHICS

         First American Investment Funds, Inc., First American Asset Management,
a division of U.S. Bank National Association, and SEI Investments Distribution
Co. have each adopted a Code of Ethics pursuant to Rule 17j-1 of the 1940 Act.
Each of these Codes of Ethics permits personnel to invest in securities for
their own accounts, including securities that may be purchase or held by the
Funds. These Codes of Ethics are on public file with, and are available from,
the Securities and Exchange Commission.


                     INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT

         U.S. Bank National Association (the "Advisor"), 601 Second Avenue
South, Minneapolis, Minnesota 55402, serves as the Advisor and manager of the
funds through its First American Asset Management group. The Advisor is a
national banking association that has professionally managed accounts for
individuals, insurance companies, foundations, commingled accounts, trust funds,
and others for over 75 years. The Advisor is a subsidiary of U.S. Bancorp
("USB"), 601 Second Avenue South, Minneapolis, Minnesota 55402, which is a
regional multi-state bank holding company headquartered in Minneapolis,
Minnesota that primarily serves the Midwestern, Rocky Mountain and Northwestern
states. USB operates four banks and eleven trust companies with banking offices
in 16 contiguous states.


                                       9
<PAGE>


USB also has various other subsidiaries engaged in financial services. At
September 30, 2000, USB and its consolidated subsidiaries had consolidated
assets of more than $86 billion, consolidated deposits of more than $51 billion
and shareholders' equity of more than $8 billion.

         Pursuant to an Investment Advisory Agreement dated April 2, 1991 (the
"Advisory Agreement") as amended, the FAIF Funds engaged the Advisor to act as
investment Advisor for and to manage the investment of the assets of the Funds.
Under this Advisory Agreement, the Fund pays the Advisor monthly fees calculated
on an annual basis equal to 0.70% of its average daily net assets. The Advisory
Agreement requires the Advisor to provide FAIF with all necessary office space,
personnel and facilities necessary and incident to the Advisor's performance of
its services thereunder. The Advisor is responsible for the payment of all
compensation to personnel of FAIF and the officers and directors of FAIF, if
any, who are affiliated with the Advisor or any of its affiliates.

         In addition to the investment advisory fee, the Fund pays all its
expenses that are not expressly assumed by the Advisor or any other organization
with which the Fund may enter into an agreement for the performance of services.
the Fund is liable for such nonrecurring expenses as may arise, including
litigation to which the Fund may be a party, and it may have an obligation to
indemnify its directors and officers with respect to such litigation.

         The Advisor may, at its option, waive any or all of its fees, or
reimburse expenses, with respect to the Fund from time to time. Any such waiver
or reimbursement is voluntary and may be discontinued at any time. The Advisor
also may absorb or reimburse expenses of the Funds from time to time, in its
discretion, while retaining the ability to be reimbursed by the Fund for such
amounts prior to the end of the fiscal year. This practice would have the effect
of lowering the Fund's overall expense ratio and of increasing yield to
investors, or the converse, at the time such amounts are absorbed or reimbursed,
as the case may be.

ADMINISTRATION AGREEMENT

         U.S. Bank National Association (the "Administrator"), 601 Second Avenue
South, Minneapolis, Minnesota 55402, serves as the Administrator for FAIF
pursuant to an Administration Agreement between it and FAIF. The Administrator
is a subsidiary of USB. Under the Administration Agreement, the Administrator is
compensated to provide, or, compensates other entities to provide services to
the Funds. These services include various legal, oversight and administrative
services, accounting services, transfer agency and dividend disbursing services
and shareholder services. The FAIF Funds pay U.S. Bank fees which are calculated
daily and paid monthly, equal to each Fund's pro rata share of an amount equal,
on an annual basis, to 0.12% of the aggregate average daily assets of all
open-end mutual funds in the First American fund family up to $8 billion, and
0.105% of the aggregate average daily net assets of all open-end mutual funds in
the First American fund family in excess of $8 billion. (For the purposes of
this Agreement, the First American fund family includes all series of FAF, FASF,
FAIF and FAIP.) In addition, the Funds pay U.S. Bank annual fees of $18,500 per
CUSIP, shareholder account fees of $15 per account, closed account fees of $3.50
per account, and Individual Retirement Account fees of $15 per account.

 DISTRIBUTOR AND DISTRIBUTION PLANS

         SEI Investments Distribution Co. (the "Distributor") serves as the
distributor for the Class A, Class B, Class C and Class Y Shares of FAIF. The
Distributor is a wholly-owned subsidiary of SEI Investments Company.

         The Distributor serves as distributor for the Class A and Class Y
Shares pursuant to a Distribution Agreement dated February 10, 1994 (the "Class
A/Class Y Distribution Agreement") between itself and FAIF, and as distributor
for the Class B Shares pursuant to a Distribution and Service Agreement dated
August 1, 1994, as amended September 14, 1994 (the "Class B Distribution and
Service Agreement") between itself and FAIF. In addition, the Distributor serves
as distributor for the Class C Shares pursuant to a Distribution and Service
Agreement dated December 9, 1998 ("Class C Distribution and Service Agreement")
between itself and FAIF. These agreements are referred to collectively as the
"Distribution Agreements."

         Fund shares and other securities distributed by the Distributor are not
deposits or obligations of, or endorsed or guaranteed by, U.S. Bank or its
affiliates, and are not insured by the Bank Insurance Fund, which is
administered by the Federal Deposit Insurance Corporation.


                                       10
<PAGE>


         Under the Distribution Agreements, the Distributor has agreed to
perform all distribution services and functions of the Fund to the extent such
services and functions are not provided to the Fund pursuant to another
agreement. The Distribution Agreements provide that shares of the Fund are
distributed through the Distributor and, with respect to Class A, Class B and
Class C Shares, through securities firms, financial institutions (including,
without limitation, banks) and other industry professionals (the "Participating
Institutions") which enter into sales agreements with the Distributor to perform
share distribution or shareholder support services.

         The Class A Shares pay to the Distributor a shareholder servicing fee
at an annual rate of 0.25% of the average daily net assets of the Class A
Shares. The fee may be used by the Distributor to provide compensation for
shareholder servicing activities with respect to the Class A Shares. The
shareholder servicing fee is intended to compensate the Distributor for ongoing
servicing and/or maintenance of shareholder accounts and may be used by the
Distributor to provide compensation to institutions through which shareholders
hold their shares for ongoing servicing and/or maintenance of shareholder
accounts. This fee is calculated and paid each month based on average daily net
assets of Class A Shares each fund for that month.

         The Class B Shares pay to the Distributor a shareholder servicing fee
at the annual rate of 0.25% of the average daily net assets of the Class B
Shares. The fee may be used by the Distributor to provide compensation for
shareholder servicing activities with respect to the Class B Shares beginning
one year after purchase. The Class B Shares also pay to the Distributor a
distribution fee at the annual rate of 0.75% of the average daily net assets of
the Class B Shares. The distribution fee is intended to compensate the
distributor for advancing a commission to institutions purchasing Class B
Shares.

         The Class C Shares pay to the Distributor a shareholder servicing fee
at the annual rate of 0.25% of the average daily net assets of the Class C
Shares. The fee may be used by the Distributor to provide compensation for
shareholder servicing activities with respect to the Class C Shares. This fee is
calculated and paid each month based on average daily net assets of the Class C
Shares. The Class C Shares also pay to the Distributor a distribution fee at the
annual rate of 0.75% of the average daily net assets of the Class C Shares. The
Distributor may use the distribution fee to provide compensation to institutions
through which shareholders hold their shares beginning one year after purchase.

         The Distributor receives no compensation for distribution of the Class
Y Shares.

         The Distribution Agreements provide that they will continue in effect
for a period of more than one year from the date of their execution only so long
as such continuance is specifically approved at least annually by the vote of a
majority of the Board members of FAIF and by the vote of the majority of those
Board members of FAIF who are not interested persons of FAIF and who have no
direct or indirect financial interest in the operation of FAIF's Rule 12b-1
Plans of Distribution or in any agreement related to such plans.

         FAIF has adopted Plans of Distribution with respect to the Class A,
Class B and Class C Shares of the Fund, respectively, pursuant to Rule 12b-1
under the 1940 Act (collectively, the "Plans"). Rule 12b-1 provides in substance
that mutual funds may not engage directly or indirectly in financing any
activity which is primarily intended to result in the sale of shares, except
pursuant to a plan adopted under the Rule. The Plans authorize the Distributor
to retain the sales charges paid upon purchase of Class A, Class B and Class C
Shares. Each of the Plans is a "compensation-type" plan under which the
Distributor is entitled to receive the distribution fee regardless of whether
its actual distribution expenses are more or less than the amount of the fee.
The Class B and C Plans authorize the Distributor to retain the contingent
deferred sales charge applied on redemptions of Class B and C Shares,
respectively, except that portion which is reallowed to Participating
Institutions. The Plans recognize that the Distributor, any Participating
Institution, the Administrator, and the Advisor, in their discretion, may from
time to time use their own assets to pay for certain additional costs of
distributing Class A, Class B and Class C Shares. Any such arrangements to pay
such additional costs may be commenced or discontinued by the Distributor, any
Participating Institution, the Administrator, or the Advisor at any time.

CUSTODIAN; COUNSEL; AUDITORS

         CUSTODIAN. The custodian of FAIF's assets is U.S. Bank National
Association (the "Custodian"), U.S. Bank Center, 180 East Fifth Street, St.
Paul, Minnesota 55101. The Custodian is a subsidiary of USB. All of the
instruments representing the investments of the Fund and all cash is held by the
Custodian. The Custodian delivers securities


                                       11
<PAGE>


against payment upon sale and pays for securities against delivery upon
purchase. The Custodian also remits Fund assets in payment of Fund expenses,
pursuant to instructions of FAIF's officers or resolutions of the Board of
Directors.

         As compensation for its services to the Fund, the Custodian is paid a
monthly fee calculated on an annual basis equal to 0.03% of the Fund's average
daily net assets. In addition, the Custodian is reimbursed for its out-of-pocket
expenses incurred while providing its services to the Fund. The Custodian
continues to serve so long as its appointment is approved at least annually by
the Board of Directors including a majority of the directors who are not
interested persons (as defined under the 1940 Act) of FAIF.

         COUNSEL. Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis,
Minnesota 55402, is independent counsel for the FAIF.

         AUDITORS. Ernst & Young LLP, 1400 Pillsbury Center, Minneapolis,
Minnesota 55402, serves as the FAIF's independent auditors, providing audit
services, including audits of the annual financial statements and assistance and
consultation in connection with SEC filings.


               PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

         Decisions with respect to placement of the Fund's portfolio
transactions are made by the Advisor. The Fund's policy is to seek to place
portfolio transactions with brokers or dealers who will execute transactions as
efficiently as possible and at the most favorable price. The Advisor, however,
may select a broker or dealer to effect a particular transaction without
communicating with all brokers or dealers who might be able to effect such
transaction because of the volatility of the market and the desire of the
Advisor to accept a particular price for a security because the price offered by
the broker or dealer meets guidelines for profit, yield or both. Most of the
portfolio transactions are with dealers or issuers who act as principal for
their own accounts and not as brokers. Transactions effected on a principal
basis are made without the payment of brokerage commissions but at net prices,
which usually include a spread or markup. In effecting transactions in
over-the-counter securities, the Fund deals with market makers unless it appears
that better price and execution are available elsewhere. The foreign and
domestic debt securities and money market instruments in which the Fund may
invest are generally traded in the over-the-counter markets.

         With respect to any portfolio transactions that involve payment of a
brokerage commission, while the Advisor does not deem it practicable and in the
Fund's best interest to solicit competitive bids for commission rates on each
transaction, consideration will regularly be given by the Advisor or to posted
commission rates as well as to other information concerning the level of
commissions charged on comparable transactions by other qualified brokers.
Subject to the policy of seeking favorable price and execution for the
transaction size and risk involved, in selecting brokers and dealers other than
the Distributor and determining commissions paid to them, the Advisor may
consider the ability to provide supplemental performance, statistical and other
research information as well as computer hardware and software for research
purposes for consideration, analysis and evaluation by the staff of the Advisor.
In accordance with this policy, the Fund does not execute brokerage transactions
solely on the basis of the lowest commission rate available for a particular
transaction. Subject to the requirements of favorable price and efficient
execution, placement of orders by securities firms for the purchase of shares of
the Fund may be taken into account as a factor in the allocation of portfolio
transactions.

         Research services that may be received by the Advisor would include
advice, both directly and indirectly and in writing, as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or purchasers or sellers of securities, as
well as analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts. The research services may allow the Advisor to supplement its own
investment research activities and enable the Advisor to obtain the views and
information of individuals and research staffs of many different securities
firms prior to making investment decisions for the Fund. To the extent portfolio
transactions are effected with brokers and dealers who furnish research
services, the Advisor may receive a benefit, for which a dollar value is not
available, without providing any direct monetary benefit to the Fund from these
transactions. Research services furnished by brokers and dealers used by the
Fund for portfolio transactions may be utilized by the Advisor in connection
with investment services for other accounts and, likewise, research services
provided by brokers and dealers used for transactions of other accounts may be
utilized by the Advisor in performing services for the Fund. The Advisor may
determine the reasonableness of the


                                       12
<PAGE>


commissions paid in relation to their view of the value of the brokerage and
research services provided, considered in terms of the particular transactions
and their overall responsibilities with respect to all accounts as to which they
exercise investment discretion.

         The Advisor has not entered into any formal or informal agreements with
any broker or dealer, and does not maintain any "formula" that must be followed
in connection with the placement of Fund portfolio transactions in exchange for
research services provided to the Advisor, except as noted below. The Advisor
may, from time to time, maintain an informal list of brokers and dealers that
will be used as a general guide in the placement of Fund business in order to
encourage certain brokers and dealers to provide the Advisor with research
services, which the Advisor, anticipates will be useful to it. Any list, if
maintained, would be merely a general guide, which would be used only after the
primary criteria for the selection of brokers and dealers (discussed above) had
been met, and accordingly, substantial deviations from the list could occur. The
Advisor would authorize the Fund to pay an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker or
dealer would have charged only if the Advisor determined in good faith that the
amount of such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall responsibilities of
the Advisor with respect to the Fund.

         The Fund does not effect any brokerage transactions in its portfolio
securities with any broker or dealer affiliated directly or indirectly with the
Advisor or the Distributor unless such transactions, including the frequency
thereof, the receipt of commission payable in connection therewith, and the
selection of the affiliated broker or dealer effecting such transactions are not
unfair or unreasonable to the shareholders of the Fund, as determined by the
Board of Directors. Any transactions with an affiliated broker or dealer must be
on terms that are both at least as favorable to the Fund as the Fund can obtain
elsewhere and at least as favorable as such affiliated broker or dealer normally
gives to others.

         When two or more clients of the Advisor are simultaneously engaged in
the purchase or sale of the same security, the prices and amounts are allocated
in accordance with a formula considered by the Advisor to be equitable to each
client. In some cases, this system could have a detrimental effect on the price
or volume of the security as far as each client is concerned. In other cases,
however, the ability of the clients to participate in volume transactions may
produce better executions for each client.


                                  CAPITAL STOCK

         Each share of the Fund's $.0001 par value common stock is fully paid,
nonassessable, and transferable. Shares may be issued as either full or
fractional shares. Fractional shares have pro rata the same rights and
privileges as full shares. Shares of the Fund have no preemptive or conversion
rights.

         Each share of the Fund has one vote. On some issues, such as the
election of directors, all shares of all FAIF Funds vote together as one series.
The shares do not have cumulative voting rights. Consequently, the holders of
more than 50% of the shares voting for the election of directors are able to
elect all of the directors if they choose to do so. On issues affecting the Fund
only (opposed to every FAIF Fund) or one specific class of shares, the shares of
the Fund or specific class will vote as a separate series. Examples of such
issues would be proposals to alter a fundamental investment restriction
pertaining to the Fund or to approve, disapprove or alter a distribution plan
pertaining to a class of shares.

         Under the laws of the state of Maryland and FAIF's Bylaws, FAIF is not
required to hold shareholder meetings unless they (i) are required by the 1940
Act, or (ii) are requested in writing by the holders of 10% or more of the
outstanding shares of FAIF.

         As of November 13, 2000, the directors of FAIF owned shares of FASF,
FAF and FAIF with an aggregate net asset value of approximately $9 million. As
of February 28, 2001, the directors and officers of FAIF as a group owned less
than one percent of each Fund's outstanding shares.


                                       13
<PAGE>


                    NET ASSET VALUE AND PUBLIC OFFERING PRICE

         The public offering price of the shares of the Fund generally equals
the Fund's net asset value plus any applicable sales charge. A summary of any
applicable sales charge assessed on Fund share purchases is set forth in the
Fund's Prospectus. Please note that the public offering prices of Class B and
Class Y Shares are the same as net asset value since no sales charges are
imposed on the purchase of such shares.

         The net asset value of the Fund's shares is determined on each day
during which the New York Stock Exchange (the "NYSE") is open for business. The
NYSE is not open for business on the following holidays (or on the nearest
Monday or Friday if the holiday falls on a weekend): New Year's Day, Martin
Luther King, Jr. Day, Washington's Birthday (observed), Good Friday, Memorial
Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Each year the NYSE may designate different dates for the observance of these
holidays as well as designate other holidays for closing in the future. To the
extent that the securities held by a Fund are traded on days that the Fund is
not open for business, such Fund's net asset value per share may be affected on
days when investors may not purchase or redeem shares. This may occur, for
example, where a Fund holds securities which are traded in foreign markets.

                                FUND PERFORMANCE

         PERFORMANCE PRESENTATION. Advertisements and other sales literature for
the Fund may refer to the Fund's "average annual total return" and "cumulative
total return." In addition, the Fund may provide yield calculations in
advertisements and other sales literature. All such yield and total return
quotations are based on historical earnings and are not intended to indicate
future performance. The return on and principal value of an investment in the
Fund will fluctuate, so that an investor's shares, when redeemed, may be worth
more or less than their original cost. No performance information is available
for the Fund as it was not offered prior to the date of this Statement of
Additional Information.

         AVERAGE ANNUAL TOTAL RETURN. Average annual total return is the average
annual compounded rate of return on a hypothetical $1,000 investment made at the
beginning of the advertised period. Average annual total return figures are
computed according to the following formula:

               P(1 + T)n = ERV

               Where: P   =  a hypothetical initial payment of $1,000
                      T   =  average annual total return
                      n   =  number of years
                      ERV =  ending redeemable value at the end of the period of
                             a hypothetical $1,000 payment made at the beginning
                             of such period

This calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes all dividends and capital gains distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts. For Class B and Class
C Shares, the calculation assumes the maximum deferred sales load is deducted at
the times, in the amounts and under the terms disclosed in the applicable
Prospectus. Average annual total return quotations may be accompanied by
quotations that do not reflect the sales charges, and therefore will be higher.

         CUMULATIVE TOTAL RETURN. Cumulative total return is calculated by
subtracting a hypothetical $1,000 investment in the Fund from the redeemable
value of such investment at the end of the advertised period, dividing such
difference by $1,000 and multiplying the quotient by 100. Cumulative total
return is computed according to the following formula:

               CTR  =  (ERV-P) 100
                        -----
                          P

               Where: CTR =  Cumulative total return;
                      ERV =  ending redeemable value at the end of the period of
                             a hypothetical $1,000 payment made at the beginning
                             of such period; and
                      P   =  initial payment of $1,000.


                                       14
<PAGE>


         This calculation assumes all dividends and capital gain distributions
are reinvested at net asset value on the appropriate reinvestment dates as
described in the Prospectus and includes all recurring fees, such as investment
advisory and management fees, charged to all shareholder accounts.

         YIELD. Yield is computed by dividing the net investment income per
share (as defined under Securities and Exchange Commission rules and
regulations) earned during the advertised period by the offering price per share
(including the maximum sales charge) on the last day of the period. The result
will then be "annualized" using a formula that provides for semi-annual
compounding of income. Yield is computed according to the following formula:

               YIELD = 2[(a-b/cd + 1)6 - 1]

               Where: a =  dividends and interest earned during the period;
                      b =  expenses accrued for the period (net of
                           reimbursements);
                      c =  the average daily number of shares outstanding during
                           the period that were entitled to receive dividends;
                           and
                      d =  the maximum offering price per share on the last day
                           of the period.

         CERTAIN PERFORMANCE COMPARISONS. In addition to advertising total
return and yield, comparative performance information may be used from time to
time in advertising the Fund's shares, including data from Lipper, Inc.
("Lipper"), Morningstar, other industry publications and other entities or
organizations which track the performance of investment companies. The
performance of the Fund may be compared to that of its unmanaged benchmark index
and to the performance of similar funds as reported by Lipper or such other
database services.

         HISTORICAL DISTRIBUTION RATES. The Fund's historical annualized
distribution rates are computed by dividing the income dividends of the Fund for
a stated period by the maximum offering price on the last day of such period.

         ANNUALIZED CURRENT DISTRIBUTION RATES. The Fund's annualized current
distribution rates are computed by dividing the Fund's income dividends for a
specified month by the number of days in that month and multiplying by 365, and
dividing the resulting figure by the maximum offering price on the last day of
the specified period.


                                    TAXATION

         The Fund intends to fulfill the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), as a regulated
investment company. If so qualified, the Fund will not be liable for federal
income taxes to the extent it distributes its taxable income to its
shareholders.

         Some of the investment practices that may be employed by the Fund will
be subject to special provisions that, among other things, may defer the use of
certain losses of the Fund, affect the holding period of the securities held by
the Fund and affect the character of the gains or losses realized. These
provisions may also require the Fund to mark-to-market some of the positions in
its portfolio (i.e., treat them as closed out) or to accrue original discount,
both of which may cause the Fund to recognize income without receiving cash with
which to make distributions in amounts necessary to satisfy the distribution
requirements for qualification as a regulated investment company and for
avoiding income and excise taxes. Accordingly, in order to make the required
distributions, the Fund may be required to borrow or liquidate securities. The
Fund will monitor its transactions and may make certain elections in order to
mitigate the effect of these rules and prevent disqualification of the Funds as
regulated investments companies.

         Any loss on the sale or exchange of shares of the Fund generally will
be disallowed to the extent that a shareholder acquires or contracts to acquire
shares of the Fund within 30 days before or after such sale or exchange.
Furthermore, if Fund shares with respect to which a long-term capital gain
distribution has been made are held for less than six months, any loss on the
sale of exchange of such shares will be treated as a long-term capital loss to
the extent of such long-term capital gain distribution. Furthermore, if a
shareholder of the Fund receives an exempt-interest dividend and then disposes
of his or her shares in the Fund within six months after acquiring them, any
loss on the sale or exchange of such shares will be disallowed to the extent of
the exempt-interest dividend.


                                       15
<PAGE>


         For federal tax purposes, if a shareholder exchanges shares of the Fund
for shares of any other FAIF Fund pursuant to the exchange privilege (see
"Managing Your Investment -- Exchanging Shares" in the Prospectuses), such
exchange will be considered a taxable sale of the shares being exchanged.
Furthermore, if a shareholder of Class A shares carries out the exchange within
90 days of purchasing shares in a fund on which he or she has incurred a sales
charge, the sales charge cannot be taken into account in determining the
shareholder's gain or loss on the sale of those shares to the extent that the
sales charge that would have been applicable to the purchase of the
later-acquired shares in the other fund is reduced because of the exchange
privilege. However, the amount of any sales charge that may not be taken into
account in determining the shareholder's gain or loss on the sale of the
first-acquired shares may be taken into account in determining gain or loss on
the eventual sale or exchange of the later-acquired shares.

         Pursuant to the Code, distributions of net investment income by the
Fund to a shareholder who is a foreign shareholder (as defined below) will be
subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply if a dividend paid by the Fund to a foreign
shareholder is "effectively connected" with a U.S. trade or business of such
shareholder, in which case the reporting and withholding requirements applicable
to U.S. citizens or domestic corporations will apply. Distributions of net
long-term capital gains are not subject to tax withholding but, in the case of a
foreign shareholder who is a nonresident alien individual, such distributions
ordinarily will be subject to U.S. income tax at a rate of 30% if the individual
is physically present in the U.S. for more than 182 days during the taxable
year. The Fund will report annually to its shareholders the amount of any
withholding.

         A foreign shareholder is any person who is not (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
organized in the United States or under the laws of the Untied States or a
political subdivision thereof, (iii) an estate whose income is includible in
gross income for U.S. federal income tax purposes of (iv) a trust whose
administration is subject to the primary supervision of the U.S. court and which
has one or more U.S. fiduciaries who have authority to control all substantial
decisions of the trust.

         The foregoing relates only to federal income taxation and is a general
summary of the federal tax law in effect as of the date of this Statement of
Additional Information.


                             REDUCING SALES CHARGES

CLASS A SALES CHARGE

         The sales charge can be reduced on the purchase of Class A Shares
through (i) quantity discounts and accumulated purchases, or (ii) signing a
13-month letter of intent.

         QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES: The Fund will combine
purchases made by an investor, the investor's spouse, and the investor's
children under age 21 when it calculates the sales charge. In addition, the
sales charge, if applicable, is reduced for purchases made at one time by a
trustee or fiduciary for a single trust estate or a single fiduciary account.
         For the Fund, the sales charge discount will be determined by adding
(i) the purchase price (including sales charge) of the Fund shares that are
being purchased, plus (ii) the purchase price of the Class A shares of any other
First American fund (other than a money market fund) that you are concurrently
purchasing, plus (iii) the higher of the current net asset value or the original
purchase price of Class A shares of the Fund or any other First American fund
(other than a money market fund) that your already own. In order for an investor
to receive the sales charge reduction on Class A Shares, the Fund must be
notified by the investor in writing or by his or her financial institution at
the time the purchase is made that Fund shares are already owned or that
purchases are being combined.

         LETTER OF INTENT: If an investor intends to purchase, in the aggregate,
at least $50,000 of Class A shares in the Fund and other First American funds
(other than money market funds), over the next 13 months, the sales charge may
be reduced by signing a letter of intent to that effect. This letter of intent
includes a provision for a sales charge adjustment depending on the amount
actually purchased within the 13-month period and a provision for the Funds'
custodian to hold a percentage equal to the Funds' maximum sales charge rate of
the total amount intended to be purchased in escrow (in shares) until the
purchase is completed.


                                       16
<PAGE>


         The amount held in escrow for all FAIF Funds will be applied to the
investor's account at the end of the 13-month period after deduction of the
sales load applicable to the dollar value of shares actually purchased. In this
event, an appropriate number of escrowed shares may be redeemed in order to
realize the difference in the sales charge.

         A letter of intent will not obligate the investor to purchase shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. This letter may
be dated as of a prior date to include any purchases made within the past 90
days.

SALES OF CLASS A SHARES AT NET ASSET VALUE

         Purchases of the Fund's Class A Shares by the Advisor, Marvin & Palmer
Associates, Inc. (Sub-Advisor of First American Emerging Markets Fund and First
American International Fund), Federated Global Management Corp. (Sub-Advisors of
First American Strategic Income Fund), or any of their affiliates, or any of
their or FAIF's officers, directors, employees, retirees, sales representatives
and partners, registered representatives of any broker-dealer authorized to sell
Fund shares, and full-time employees of FAIF's general counsel, and members of
their immediate families (i.e., parent, child, spouse, sibling, step or adopted
relationships, and UTMA accounts naming qualifying persons), may be made at net
asset value without a sales charge. A Fund's Class A Shares also may be
purchased at net asset value without a sales charge by fee-based registered
investment advisors, financial planners and registered broker-dealers who are
purchasing shares on behalf of their customers and by purchasers through
"one-stop" mutual fund networks through which the Funds are made available. In
addition, Class A Shares may be purchased at net asset value without a sales
charge by investors participating in asset allocation "wrap" accounts offered by
the Advisor or any of its affiliates, and by retirement and deferred
compensation plans and the trusts used to fund such plans (including, but not
limited to, those defined in Sections 401(k), 403(b) and 457 of the Internal
Revenue Code and "rabbi trusts"), which plans and trusts purchase through
"one-stop" mutual fund networks. No commission is paid in connection with net
asset value purchases of Class A Shares made pursuant to this paragraph.

         Class A Shares may also be purchased without a sales charge by 401(k),
403(b) and 457 plans, and Profit sharing and Pension plans, which have 200 or
more eligible participants. Your representative must notify the Fund if your
retirement/deferred compensation plan is eligible for the sales load waiver. A
contingent deferred sales charge of 1.00% will be imposed if all shares are
redeemed within 18 months of purchase. Securities firms, financial institutions
and other industry professionals that enter into sales agreements with the
Fund's distributor to perform share distribution services may receive a
commission on such sales of the Fund equal to 1.00% of the first $3 million,
0.75% of shares purchased in excess of $3 million up to $5 million, and 0.50% of
shares purchased in excess of $5 million.

         In addition, Class A Shares may be purchased without a sales charge by
bundled retirement plans and Simple IRA plans sponsored by U.S. Bank and sold by
an affiliate, and SEP IRA plans sold by an affiliate.

         If Class A Shares of the Fund have been redeemed, the shareholder has a
one-time right, within 180 days, to reinvest the redemption proceeds in Class A
Shares of any First American fund at the next-determined net asset value without
any sales charge. The Fund must be notified by the shareholder in writing or by
his or her financial institution of the reinvestment in order to eliminate a
sales charge. If the shareholder redeems his or her shares of the Fund, there
may be tax consequences.


                   ADDITIONAL INFORMATION ABOUT SELLING SHARES

BY TELEPHONE

         A shareholder may redeem shares of the Fund, if he or she elects the
privilege on the initial shareholder application, by calling his or her
financial institution to request the redemption. Shares will be redeemed at the
net asset value next determined after the Fund receives the redemption request
from the financial institution (less the amount of any applicable contingent
deferred sales charge). Redemption requests must be received by the financial
institution by the time specified by the institution in order for shares to be
redeemed at that day's net asset value, and redemption requests must be
transmitted to and received by the Fund as of the close of regular trading on
the New York Stock Exchange (usually by 3:00 p.m. Central time) in order for
shares to be redeemed at that day's net asset value unless the financial
institution has been authorized to accept redemption requests on behalf of the
Fund. Pursuant to instructions


                                       17
<PAGE>


received from the financial institution, redemptions will be made by check or by
wire transfer. It is the financial institution's responsibility to transmit
redemption requests promptly. Certain financial institutions are authorized to
act as the Fund's agent for the purpose of accepting redemption requests, and
the Fund will be deemed to have received a redemption request upon receipt of
the request by the financial institution.

         Shareholders who did not purchase their shares of the Fund through a
financial institution may redeem their shares by telephoning Investor Services
at 1-800-637-2548. At the shareholder's request, redemption proceeds will be
paid by check mailed to the shareholder's address of record or wire transferred
to the shareholder's account at a domestic commercial bank that is a member of
the Federal Reserve System, normally within one business day, but in no event
more than seven days after the request. Wire instructions must be previously
established on the account or provided in writing. The minimum amount for a wire
transfer is $1,000. If at any time the Fund determines it necessary to terminate
or modify this method of redemption, shareholders will be promptly notified. The
Fund may limit telephone redemption requests to $50,000 per day.

         In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming shares by telephone. If this should occur,
another method of redemption should be considered. Neither the Administrator nor
the Fund will be responsible for any loss, liability, cost or expense for acting
upon wire transfer instructions or telephone instructions that it reasonably
believes to be genuine. The Administrator and the Fund will each employ
reasonable procedures to confirm that instructions communicated are genuine.
These procedures may include taping of telephone conversations. To ensure
authenticity of redemption or exchange instructions received by telephone, the
Administrator examines each shareholder request by verifying the account number
and/or tax identification number at the time such request is made. The
Administrator subsequently sends confirmation of both exchange sales and
exchange purchases to the shareholder for verification. If reasonable procedures
are not employed, the Administrator and the Fund may be liable for any losses
due to unauthorized or fraudulent telephone transactions.

BY MAIL

         Any shareholder may redeem Fund shares by sending a written request to
the Administrator, shareholder servicing agent, or financial institution. The
written request should include the shareholder's name, the Fund name, the
account number, and the share or dollar amount requested to be redeemed, and
should be signed exactly as the shares are registered. Shareholders should call
the Fund, shareholder servicing agent or financial institution for assistance in
redeeming by mail. Unless another form of payment is requested, a check for
redemption proceeds normally is mailed within three days, but in no event more
than seven days, after receipt of a proper written redemption request.

         Shareholders requesting a redemption of $50,000 or more, a redemption
of any amount to be sent to an address other than that on record with the Fund,
or a redemption payable other than to the shareholder of record, must have
signatures on written redemption requests guaranteed by:

         *        a trust company or commercial bank the deposits of which are
                  insured by the Bank Insurance Fund, which is administered by
                  the Federal Deposit Insurance Corporation ("FDIC");

         *        a member firm of the New York, American, Boston, Midwest, or
                  Pacific Stock Exchanges or of the National Association of
                  Securities Dealers;

         *        a savings bank or savings and loan association the deposits of
                  which are insured by the Savings Association;

         *        any other "eligible guarantor institution," as defined in the
                  Securities Exchange Act of 1934.

         The Fund does not accept signatures guaranteed by a notary public.

         The Fund and the Administrator have adopted standards for accepting
signatures from the above institutions. The Fund may elect in the future to
limit eligible signature guarantees to institutions that are members of a
signature guarantee program. The Fund and the Administrator reserve the right to
amend these standards at any time without notice.


                                       18
<PAGE>


REDEMPTIONS BEFORE PURCHASE INSTRUMENTS CLEAR

         When shares are purchased by check or with funds transmitted through
the Automated Clearing House, the proceeds of redemptions of those shares are
not available until the Administrator is reasonably certain that the purchase
payment has cleared, which could take up to fifteen calendar days from the
purchase date.


                                     RATINGS

         A rating of a rating service represents that service's opinion as to
the credit quality of the rated security. However, such ratings are general and
cannot be considered absolute standards of quality or guarantees as to the
creditworthiness of an issuer. A rating is not a recommendation to purchase,
sell or hold a security, because it does not take into account market value or
suitability for a particular investor. Markets values of debt securities may
change as a result of a variety of factors unrelated to credit quality,
including changes in market interest rates.

         When a security has been rated by more than one service, the ratings
may not coincide, and each rating should be evaluated independently. Ratings are
based on current information furnished by the issuer or obtained by the rating
services from other sources which they consider reliable. Ratings may be
changed, suspended or withdrawn as a result of changes in or unavailability of
such information, or for other reasons. In general, the Funds are not required
to dispose of a security if its rating declines after it is purchased, although
they may consider doing so.

RATINGS OF CORPORATE DEBT OBLIGATIONS AND MUNICIPAL BONDS

         STANDARD & POOR'S

         AAA: Securities rated AAA have the highest rating assigned by Standard
         & Poor's to a debt obligation. Capacity to pay interest and repay
         principal is extremely strong.

         AA: Securities rated AA have a very strong capacity to pay interest and
         repay principal and differ from the highest rated issues only to a
         small degree.

         A: Securities rated A have a strong capacity to pay interest and repay
         principal, although they are somewhat more susceptible to adverse
         effects of changes in circumstances and economic conditions than bonds
         in higher rated categories.

         BBB: Securities rated BBB are regarded as having an adequate capacity
         to pay interest and repay principal. Although such securities normally
         exhibit adequate protection standards, adverse economic conditions or
         changing circumstances are more likely to lead to a weakened capacity
         to pay interest and repay principal for securities in this category
         than for those in higher rated categories.

Debt rated BB, B, CCC, CC, and C by Standard & Poor's is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.

         BB: Securities rated BB have less near-term vulnerability to default
         than other speculative issues. However, they face major ongoing
         uncertainties or exposure to adverse business, financial, or economic
         conditions which could lead to inadequate capacity to meet timely
         interest and principal payments. The BB rating category is also used
         for debt subordinated to senior debt that is assigned an actual or
         implied BBB- rating.

         B: Securities rated B have a greater vulnerability to default but
         currently have the capacity to meet interest payments and principal
         repayments. Adverse business, financial, or economic conditions will
         likely impair capacity or willingness to pay interest and repay
         principal. The B rating category is also used for debt subordinated to
         senior debt that is assigned an actual or implied BB or BB-rating.


                                       19
<PAGE>


         CCC: Securities rated CCC have a currently identifiable vulnerability
         to default, and are dependent upon favorable business, financial, and
         economic conditions to meet timely payment of interest and repayment of
         principal. In the event of adverse business, financial, or economic
         conditions, they are not likely to have the capacity to pay interest
         and repay principal. The CCC rating category is also used for debt
         subordinated to senior debt that is assigned an actual or implied B or
         B-rating.

The ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.
Securities rated SD or D are in selective default or default, respectively. Such
a rating is assigned when an obligor has failed to pay one or more of its
financial obligations (rated or unrated) when it came due.

         MOODY'S

         Aaa: Securities which are rated Aaa are judged to be of the best
         quality. They carry the smallest degree of investment risk and are
         generally referred to as "gilt edge." Interest payments are protected
         by a large or exceptionally stable margin and principal is secure.
         While the various protective elements are likely to change, such
         changes as can be visualized are most unlikely to impair the
         fundamentally strong position of such issues.

         Aa: Securities which are rated Aa are judged to be of high quality by
         all standards. Together with the Aaa group, they comprise what are
         generally known as high grade securities. They are rated lower than the
         best securities because margins of protection may not be as large as in
         Aaa securities, or fluctuation of protective elements may be of greater
         magnitude, or there may be other elements present which make the
         long-term risks appear somewhat greater than in Aaa securities.

         A: Securities which are rated A possess many favorable investment
         attributes and are to be considered as upper medium grade obligations.
         Factors giving security to principal and interest are considered
         adequate, but elements may be present which suggest a susceptibility to
         impairment sometime in the future.

         Baa: Securities which are rated Baa are considered as medium grade
         obligations, being neither highly protected nor poorly secured.
         Interest payments and principal security appear adequate for the
         present, but certain protective elements may be lacking or may be
         characteristically unreliable over any great length of time. Such
         securities lack outstanding investment characteristics, and in fact
         have some speculative characteristics.

         Ba: An issue which is rated Ba is judged to have speculative elements;
         its future cannot be considered as well assured. Often the protection
         of interest and principal payments may be very moderate and thereby not
         well safeguarded during both good and bad times over he future.
         Uncertainty of position characterizes issues in this class.

         B: An issue which is rated B generally lacks characteristics of the
         desirable investment. Assurance of interest and principal payments or
         of maintenance of other terms of the contract over any long period of
         time may be small.

         Caa: An issue which is rated Caa is of poor standing. Such an issue may
         be in default or there may be present elements of danger with respect
         to principal or interest.

Those securities in the Aa, A and Baa groups which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa-1, A-1 and
Baa-1. Other Aa, A and Baa securities comprise the balance of their respective
groups. These rankings (1) designate the securities which offer the maximum in
security within their quality, (2) designate securities which can be bought for
possible upgrading in quality, and (3) afford the investor an opportunity to
gauge more precisely the relative attractiveness of offerings in the
marketplace.

RATINGS OF PREFERRED STOCK

         STANDARD & POOR'S. Standard & Poor's ratings for preferred stock have
         the following definitions:


                                       20
<PAGE>


         AAA: An issue rated "AAA" has the highest rating that may be assigned
         by Standard & Poor's to a preferred stock issue and indicates an
         extremely strong capacity to pay the preferred stock obligations.

         AA: A preferred stock issue rated "AA" also qualifies as a high-quality
         fixed income security. The capacity to pay preferred stock obligations
         is very strong, although not as overwhelming as issues rated "AAA."

         A: An issue rated "A" is backed by a sound capacity to pay the
         preferred stock obligations, although it is somewhat more susceptible
         to the adverse effects of changes in circumstances and economic
         conditions.

         BBB: An issue rated "BBB" is regarded as backed by an adequate capacity
         to pay the preferred stock obligations. Whereas it normally exhibits
         adequate protection parameters, adverse economic conditions or changing
         circumstances are more likely to lead to a weakened capacity to make
         payments for a preferred stock in this category than for issues in the
         category.

         MOODY'S. Moody's ratings for preferred stock include the following:

         aaa: An issue which is rated "aaa" is considered to be a top-quality
         preferred stock. This rating indicates good asset protection and the
         least risk of dividend impairment within the universe of preferred
         stocks.

         aa: An issue which is rated "aa" is considered a high grade preferred
         stock. This rating indicates that there is reasonable assurance that
         earnings and asset protection will remain relatively well maintained in
         the foreseeable future.

         baa: An issue which is rated "baa" is considered to be medium grade,
         neither highly protected nor poorly secured. Earnings and asset
         protection appear adequate at present but may be questionable over any
         great length of time.

RATINGS OF COMMERCIAL PAPER

         STANDARD & POOR'S. Commercial paper ratings are graded into four
categories, ranging from "A" for the highest quality obligations to "D" for the
lowest. Issues assigned the A rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designation 1, 2 and 3 to indicate the relative degree of safety. The "A-1"
designation indicates that the degree of safety regarding timely payment is very
strong. Those issues determined to possess overwhelming safety characteristics
will be denoted with a plus (+) symbol designation. The Fund will not purchase
commercial paper rated A-3 or lower.

         MOODY'S. Moody's commercial paper ratings are opinions as to the
ability of the issuers to timely repay promissory obligations not having an
original maturity in excess of nine months. Moody's makes no representation that
such obligations are exempt from registration under the Securities Act of 1933,
and it does not represent that any specific instrument is a valid obligation of
a rated issuer or issued in conformity with any applicable law. Moody's employs
the following three designations, all judged to be investment grade, to indicate
the relative repayment capacity of rated issuers:

         PRIME-1: Superior capacity for repayment.

         PRIME-2: Strong capacity for repayment.

         PRIME-3: Acceptable capacity for repayment.

The Fund will not purchase Prime-3 commercial paper.


                                       21
<PAGE>


                      FIRST AMERICAN INVESTMENT FUNDS, INC.

                       STATEMENT OF ADDITIONAL INFORMATION

                             DATED FEBRUARY 28, 2001

                             NEBRASKA TAX FREE FUND


This Statement of Additional Information relates to the Class A, Class C and
Class Y Shares of the Nebraska Tax Free Fund (the "Fund"), which is a series of
First American Investment Funds, Inc. ("FAIF"). This Statement of Additional
Information is not a prospectus, but should be read in conjunction with the
Fund's current Prospectuses dated February 28, 2001. This Statement of
Additional Information is incorporated into the Fund's Prospectuses by
reference. To obtain copies of the Prospectus at no charge, write the Fund's
distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or call
Investor Services at 1-800-637-2548. Please retain this Statement of Additional
Information for future reference.

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
GENERAL INFORMATION

ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS
          Repurchase Agreements
          When-Issued and Delayed Delivery Transactions
          Lending of Portfolio Securities
          Options Transactions Futures and Options on Futures
          Municipal Bonds and Other Municipal Obligations
          Temporary Taxable Investments
          Inverse Floating Rate Municipal Obligations
          Zero Coupon Securities
          Interest Rate Transactions
          Closed-End Investment Companies
          Special Factors Affecting Nebraska Tax Free Fund
          CFTC Information

INVESTMENT RESTRICTIONS

DIRECTORS AND EXECUTIVE OFFICERS
          Directors
          Executive Officers
          Compensation

CODE OF ETHICS

INVESTMENT ADVISORY AND OTHER SERVICES
          Investment Advisory Agreement
          Administration Agreement
          Distributor and Distribution Plans
          Custodian; Counsel; Auditors

PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

CAPITAL STOCK

NET ASSET VALUE AND PUBLIC OFFERING PRICE

FUND PERFORMANCE

TAXATION

REDUCING SALES CHARGES
          Class A Sales Charge
          Sales of Class A Shares at Net Asset Value

ADDITIONAL INFORMATION ABOUT SELLING SHARES
          By Telephone
          By Mail
          Redemptions Before Purchase Instruments Clear


                                        i
<PAGE>


RATINGS
          Ratings of Corporate Debt Obligations and Municipal Bonds
          Ratings of Municipal Notes
          Ratings of Commercial Paper


                                       ii
<PAGE>


                               GENERAL INFORMATION

         First American Investment Funds, Inc. ("FAIF") was incorporated in the
State of Maryland on August 20, 1987 under the name "SECURAL Mutual Funds, Inc."
The Board of Directors and shareholders, at meetings held January 10, 1991, and
April 2, 1991, respectively, approved amendments to the Articles of
Incorporation providing that the name "SECURAL Mutual Funds, Inc." be changed to
"First American Investment Funds, Inc."

         FAIF is organized as a series fund and currently issues its shares in
31 series at February 28, 2001. Each series of shares represents a separate
investment portfolio with its own investment objective and policies (in essence,
a separate mutual fund). This Statement of Additional Information relates to one
series of FAIF, Nebraska Tax Free Fund (the "Fund") which is a non-diversified
investment company

         Shareholders may purchase shares of the Fund through three separate
classes, Class A, Class C and Class Y, which provide for variations in
distribution costs, shareholder servicing fees, voting rights and dividends. To
the extent permitted by the Investment Company Act of 1940 (the "1940 Act"), the
Fund may also provide for variations in other costs among the classes although
they have no present intention to do so. In addition, a sales load is imposed on
the sale of Class A and Class C Shares of the Fund. Except for differences among
the classes pertaining to distribution costs and shareholder servicing fees,
each share of the Fund represents an equal proportionate interest in that Fund.

         The Articles of Incorporation and Bylaws of FAIF provide that meetings
of shareholders be held as determined by the Board of Directors and as required
by the 1940 Act. Maryland corporation law requires a meeting of shareholders to
be held upon the written request of shareholders holding 10% or more of the
voting shares of FAIF, with the cost of preparing and mailing the notice of such
meeting payable by the requesting shareholders. The 1940 Act requires a
shareholder vote for all amendments to fundamental investment policies and
restrictions, for approval of all investment advisory contracts and amendments
thereto, and for all amendments to Rule 12b-1 distribution plans.

         This Statement of Additional Information may also refer to affiliated
investment companies, including: First American Funds, Inc. ("FAF"); First
American Strategy Funds, Inc. ("FASF"); First American Insurance Portfolios,
Inc. ("FAIP"); and twelve separate closed-end funds (American Strategic Income
Portfolio Inc., American Strategic Income Portfolio Inc.-II, American Strategic
Income Portfolio Inc.-III, American Municipal Income Portfolio Inc., Minnesota
Municipal Income Portfolio Inc., American Select Portfolio Inc., American
Municipal Term Trust Inc., American Municipal Term Trust Inc.-II, American
Municipal Term Trust Inc.-III, Minnesota Municipal Term Trust Inc., Minnesota
Municipal Term Trust Inc.-II, and Mentor Income Fund, Inc.), collectively
referred to as the First American Closed-End Funds ("FACEF").


                                       1
<PAGE>


               ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS

         The main investment strategies of the Fund are set forth in the Fund's
Prospectus. Additional information concerning main investment strategies of the
Fund, and other investment strategies which may be used by the Fund, is set
forth below. The Fund has attempted to identify investment strategies that will
be employed in pursuing its investment objective. However, in the absence of an
affirmative limitation, the Fund may utilize any strategy or technique that is
consistent with its investment objective. The Fund does not anticipate that any
such strategy or technique would exceed 5% of the Fund's assets absent specific
identification of that practice. Additional information concerning the Fund's
investment restrictions is set forth below under "Investment Restrictions."

         If a percentage limitation on investments by the Fund stated in this
section or in "Investment Restrictions" below is adhered to at the time of an
investment, a later increase or decrease in percentage resulting from changes in
asset value will not be deemed to violate the limitation except in the case of
the limitations on borrowing. Although the Fund is limited to investing in
securities that have specified ratings, or unrated securities of comparable
quality, it is not required to sell a security if its rating is reduced or its
credit quality declines after purchase, but the Fund may consider doing so.
However, in no event will more than 5% of the Fund's net assets be invested in
non-investment grade securities. Descriptions of the rating categories of
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. and Moody's Investors Service, Inc. are contained in "Ratings" below.

REPURCHASE AGREEMENTS

         The Fund may invest in repurchase agreements to the extent specified in
the Prospectus. A repurchase agreement involves the purchase by the Fund of
securities with the agreement that after a stated period of time, the original
seller will buy back the same securities ("collateral") at a predetermined price
or yield. Repurchase agreements involve certain risks not associated with direct
investments in securities. If the original seller defaults on its obligation to
repurchase as a result of its bankruptcy or otherwise, the Fund will seek to
sell the collateral, which could involve costs or delays. Although collateral
(which may consist of any fixed income security which is an eligible investment
for the Fund entering into the repurchase agreement) will at all times be
maintained in an amount equal to the repurchase price under the agreement
(including accrued interest), the Fund would suffer a loss if the proceeds from
the sale of the collateral were less than the agreed-upon repurchase price. The
Advisor will monitor the creditworthiness of the firms with which the Fund
enters into repurchase agreements.

         The Fund's custodian will hold the securities underlying any repurchase
agreement, or the securities will be part of the Federal Reserve/Treasury Book
Entry System. The market value of the collateral underlying the repurchase
agreement will be determined on each business day. If at any time the market
value of the collateral falls below the repurchase price under the repurchase
agreement (including any accrued interest), the Fund will promptly receive
additional collateral (so the total collateral is an amount at least equal to
the repurchase price plus accrued interest).

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

         The Fund may purchase securities on a when-issued or delayed delivery
basis. When such a transaction is negotiated, the purchase price is fixed at the
time the purchase commitment is entered, but delivery of and payment for the
securities take place at a later date. The Fund will not accrue income with
respect to securities purchased on a when-issued or delayed delivery basis prior
to their stated delivery date. Pending delivery of the securities, the Fund will
maintain in a segregated account cash or liquid high-grade securities in an
amount sufficient to meet its purchase commitments.

         The purchase of securities on a when-issued or delayed delivery basis
exposes the Fund to risk because the securities may decrease in value prior to
delivery. In addition, the Fund's purchase of securities on a when-issued or
delayed delivery basis while remaining substantially fully invested could
increase the amount of the Fund's total assets that are subject to market risk,
resulting in increased sensitivity of net asset value to changes in market
prices. A seller's failure to deliver securities to the Fund could prevent the
Fund from realizing a price or yield considered to be advantageous.

         When the Fund agrees to purchase securities on a when-issued or delayed
delivery basis, the Fund's custodian will maintain in a segregated account cash
or liquid securities in an amount sufficient to meet the Fund's purchase


                                       2
<PAGE>


commitments. It may be expected that a Fund's net assets will fluctuate to a
greater degree when it sets aside securities to cover such purchase commitments
than when it sets aside cash. In addition, because the Fund will set aside cash
or liquid securities to satisfy its purchase commitments in the manner described
above, its liquidity and the ability of the Advisor to manage it might be
affected in the event its commitments to purchase when-issued or delayed
delivery securities ever exceeded 25% of the value of its total assets. Under
normal market conditions, however, the Fund's commitments to purchase
when-issued or delayed delivery securities will not exceed 25% of the value of
its total assets.

OPTIONS TRANSACTIONS

         To the extent set forth below, the Fund may purchase put and call
options on equity securities, stock indices, interest rate indices and/or
foreign currencies on securities that they own or have the right to acquire.
These transactions will be undertaken for the purpose of reducing risk to the
Fund; that is, for "hedging" purposes. Options on futures contracts are
discussed below under "-- Futures and Options on Futures."

         OPTIONS ON SECURITIES. The Fund may purchase put and call options on
securities it owns or has the right to acquire. A put option on a security gives
the purchaser of the option the right (but not the obligation) to sell, and the
writer of the option the obligation to buy, the underlying security at a stated
price (the "exercise price") at any time before the option expires. A call
option on a security gives the purchaser the right (but not the obligation) to
buy, and the writer the obligation to sell, the underlying security at the
exercise price at any time before the option expires. The purchase price for a
put or call option is the "premium" paid by the purchaser for the right to sell
or buy.

         The Fund may purchase put options to hedge against a decline in the
value of its portfolio. By using put options in this way, the Fund would reduce
any profit it might otherwise have realized in the underlying security by the
amount of the premium paid for the put option and by transaction costs. In
similar fashion, the Fund may purchase call options to hedge against an increase
in the price of securities that the Fund anticipates purchasing in the future.
The premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise of the option, and, unless
the price of the underlying security rises sufficiently, the option may expire
unexercised.

         OPTIONS ON INTEREST RATE INDICES. The Fund may purchase put and call
options on interest rate indices. An option on an interest rate index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing value of the interest rate index upon which the option is based is
greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option
expressed in dollars times a specified multiple (the "multiplier"). The writer
of the option is obligated, for the premium received, to make delivery of this
amount. Unlike interest rate futures options contracts, settlements for interest
rate index options are always in cash. Gain or loss depends on interest rate
movements with respect to specific financial instruments. As with stock index
options, the multiplier for interest rate index options determines the total
dollar value per contract of each point in the difference between the exercise
price of an option and the current value of the underlying interest rate index.
Options on different interest rate indices may have different multipliers.

         LIMITATIONS. The Fund will not invest more than 5% of the value of its
total assets in purchased options, provided that options which are "in the
money" at the time of purchase may be excluded from this 5% limitation. A call
option is "in the money" if the exercise price is lower than the current market
price of the underlying security or index, and a put option is "in the money" if
the exercise price is higher than the current market price. The Fund's loss
exposure in purchasing an option is limited to the sum of the premium paid and
the commission or other transaction expenses associated with acquiring the
option.

         The use of purchased put and call options involves certain risks. These
include the risk of an imperfect correlation between market prices of securities
held by a Fund and the prices of options, and the risk of limited liquidity in
the event that the Fund seeks to close out an options position before expiration
by entering into an offsetting transaction.


                                       3
<PAGE>


FUTURES AND OPTIONS ON FUTURES

         The Fund may engage in futures transactions and options on futures
transactions, including interest rate futures, interest rate index futures and
options thereon.

         A futures contract on a security obligates one party to purchase, and
the other to sell, a specified security at a specified price on a date certain
in the future. A futures contract on an index obligates the seller to deliver,
and entitles the purchaser to receive, an amount of cash equal to a specific
dollar amount times the difference between the value of the index at the
expiration date of the contract and the index value specified in the contract.
The acquisition of put and call options on futures contracts will, respectively,
give the Fund the right (but not the obligation), for a specified exercise
price, to sell or to purchase the underlying futures contract at any time during
the option period.

         At the same time a futures contract is purchased or sold, the Fund
generally must allocate cash or securities as a deposit payment ("initial
deposit"). It is expected that the initial deposit would be approximately 1-1/2%
to 5% of a contract's face value. Daily thereafter, the futures contract is
valued and the payment of "variation margin" may be required, since each day the
Fund would provide or receive cash that reflects any decline or increase in the
contract's value. Futures transactions also involve brokerage costs and require
the Fund to segregate liquid assets, such as cash, United States Government
securities or other liquid high grade debt obligations equal to at least 100% of
its performance under such contracts.

         The Fund may use futures contracts and options on futures in an effort
to hedge against market risks.

         Aggregate initial margin deposits for futures contracts, and premiums
paid for related options, may not exceed 5% of the Fund's total assets, and the
value of securities that are the subject of such futures and options (both for
receipt and delivery) may not exceed 1/3 of the market value of the Fund's total
assets. Futures transactions will be limited to the extent necessary to maintain
the Fund's qualification as a regulated investment company under the Code.

         Where the Fund is permitted to purchase options on futures, its
potential loss is limited to the amount of the premiums paid for the options. As
stated above, this amount may not exceed 5% of the Fund's total assets. Where
the Fund is permitted to enter into futures contracts obligating it to purchase
securities, currency or an index in the future at a specified price, the Fund
could lose 100% of its net assets in connection therewith if it engaged
extensively in such transactions and if the market value or index value of the
subject securities, currency or index at the delivery or settlement date fell to
zero for all contracts into which the Fund was permitted to enter.

         Futures transactions involve brokerage costs and require the Fund to
segregate assets to cover contracts that would require it to purchase securities
or currencies. The Fund may lose the expected benefit of futures transactions if
interest rates, exchange rates or securities prices move in an unanticipated
manner. Such unanticipated changes may also result in poorer overall performance
than if the Fund had not entered into any futures transactions. In addition, the
value of the Fund's futures positions may not prove to be perfectly or even
highly correlated with the value of its portfolio securities or foreign
currencies, limiting the Fund's ability to hedge effectively against interest
rate, exchange rate and/or market risk and giving rise to additional risks.
There is no assurance of liquidity in the secondary market for purposes of
closing out futures positions.

MUNICIPAL BONDS AND OTHER MUNICIPAL OBLIGATIONS

         The Fund invests in municipal bonds and other municipal obligations.
These bonds and other obligations are issued by the states and by their local
and special-purpose political subdivisions. The term "municipal bond" includes
short-term municipal notes issued by the states and their political
subdivisions.

         MUNICIPAL BONDS. The two general classifications of municipal bonds are
"general obligation" bonds and "revenue" bonds. General obligation bonds are
secured by the governmental issuer's pledge of its faith, credit and taxing
power for the payment of principal and interest upon a default by the issuer of
its principal and interest payment obligations. They are usually paid from
general revenues of the issuing governmental entity. Revenue bonds, on the other
hand, are usually payable only out of a specific revenue source rather than from
general revenues. Revenue bonds ordinarily are not backed by the faith, credit
or general taxing power of the issuing governmental entity. The principal and
interest on revenue bonds for private facilities are typically paid out of rents
or other specified payments made to


                                       4
<PAGE>


the issuing governmental entity by a private company which uses or operates the
facilities. Examples of these types of obligations are industrial revenue bond
and pollution control revenue bonds. Industrial revenue bonds are issued by
governmental entities to provide financing aid to community facilities such as
hospitals, hotels, business or residential complexes, convention halls and sport
complexes. Pollution control revenue bonds are issued to finance air, water and
solids pollution control systems for privately operated industrial or commercial
facilities.

         Revenue bonds for private facilities usually do not represent a pledge
of the credit, general revenues or taxing powers of issuing governmental entity.
Instead, the private company operating the facility is the sole source of
payment of the obligation. Sometimes, the funds for payment of revenue bonds
come solely from revenue generated by operation of the facility. Revenue bonds
which are not backed by the credit of the issuing governmental entity frequently
provide a higher rate of return than other municipal obligations, but they
entail greater risk than obligations which are guaranteed by a governmental unit
with taxing power. Federal income tax laws place substantial limitations on
industrial revenue bonds, and particularly certain specified private activity
bonds issued after August 7, 1986. In the future, legislation could be
introduced in Congress which could further restrict or eliminate the income tax
exemption for interest on debt obligations in which the Fund may invest.

         REFUNDED BONDS. Refunded bonds may have originally been issued as
general obligation or revenue bonds, but become refunded when they are secured
by an escrow fund, usually consisting entirely of direct U.S. government
obligations and/or U.S. government agency obligations sufficient for paying the
bondholders. There are two types of refunded bonds: pre-refunded bonds and
escrowed-to-maturity ("ETM") bonds.

         The escrow fund for a pre-refunded municipal bond may be structured so
that the refunded bonds are to be called at the first possible date or a
subsequent call date established in the original bond debenture. The call price
usually includes a premium from one to three percent above par. This type of
structure usually is used for those refundings that either reduce the issuer's
interest payment expenses or change the debt maturity schedule. In escrow funds
for ETM refunded municipal bonds, the maturity schedules of the securities in
the escrow funds match the regular debt-service requirements on the bonds as
originally stated in the bond indentures.

         DERIVATIVE MUNICIPAL SECURITIES. The Fund may also acquire derivative
municipal securities, which are custodial receipts of certificates underwritten
by securities dealers or banks that evidence ownership of future interest
payments, principal payments or both on certain municipal securities. The
underwriter of these certificates or receipts typically purchases municipal
securities and deposits them in an irrevocable trust or custodial account with a
custodian bank, which then issues receipts or certificates that evidence
ownership of the periodic unmatured coupon payments and the final principal
payment on the obligation.

         The principal and interest payments on the municipal securities
underlying custodial receipts may be allocated in a number of ways. For example,
payments may be allocated such that certain custodial receipts may have variable
or floating interest rates and others may be stripped securities which pay only
the principal or interest due on the underlying municipal securities. The Fund
may invest up to 10% of its total assets in custodial receipts which have
inverse floating interest rates.

         MUNICIPAL LEASES. The Fund also may purchase participation interests in
municipal leases. Participation interests in municipal leases are undivided
interests in a lease, installment purchase contract or conditional sale contract
entered into by a state or local governmental unit to acquire equipment or
facilities. Municipal leases frequently have special risks which generally are
not associated with general obligation bonds or revenue bonds.

         Municipal leases and installment purchase or conditional sales
contracts (which usually provide for title to the leased asset to pass to the
governmental issuer upon payment of all amounts due under the contract) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of municipal debt. The debt issuance limitations are deemed to be inapplicable
because of the inclusion in many leases and contracts of "non-appropriation"
clauses that provide that the governmental issuer has no obligation to make
future payments under the lease or contract unless money is appropriated for
this purpose by the appropriate legislative body on a yearly or other periodic
basis. Although these kinds of obligations are secured by the leased equipment
or facilities, the disposition of the pledged property in the event of
non-appropriation or foreclosure might, in some cases, prove difficult and
time-consuming. In addition, disposition upon non-appropriation or foreclosure
might not result in recovery by the Fund of the full principal amount
represented by an obligation.


                                       5
<PAGE>


         In light of these concerns, the Fund has adopted and follows procedures
for determining whether municipal lease obligations purchased by the Fund are
liquid and for monitoring the liquidity of municipal lease securities held in
the Fund's portfolio. These procedures require that a number of factors be used
in evaluating the liquidity of a municipal lease security, including the
frequency of trades and quotes for the security, the number of dealers willing
to purchase or sell the security and the number of other potential purchasers,
the willingness of dealers to undertake to make a market in security, the nature
of the marketplace in which the security trades, and other factors which the
Advisor may deem relevant. As set forth in "Investment Restrictions" below, the
Fund is subject to limitations on the percentage of illiquid securities it can
hold.

TEMPORARY TAXABLE INVESTMENTS

         The Fund may make temporary taxable investments. Temporary taxable
investments will include only the following types of obligations maturing within
13 months from the date of purchase: (i) obligations of the United States
Government, its agencies and instrumentalities (including zero coupon
securities); (ii) commercial paper rated not less than A-1 by Standard & Poor's
or P-1 by Moody's or which has been assigned an equivalent rating by another
nationally recognized statistical rating organization; (iii) other short-term
debt securities issued or guaranteed by corporations having outstanding debt
rated not less than BBB by Standard & Poor's or Baa by Moody's or which have
been assigned an equivalent rating by another nationally recognized statistical
rating organization; (iv) certificates of deposit of domestic commercial banks
subject to regulation by the United States Government or any of its agencies or
instrumentalities, with assets of $500 million or more based on the most recent
published reports; and (v) repurchase agreements with domestic banks or
securities dealers involving any of the securities which the Fund is permitted
to hold.

INVERSE FLOATING RATE MUNICIPAL OBLIGATIONS

         The Fund may invest up to 10% of its total assets in inverse floating
rate municipal obligations. An inverse floating rate obligation entitles the
holder to receive interest at a rate which changes in the opposite direction
from, and in the same magnitude as or in a multiple of, changes in a specified
index rate. Although an inverse floating rate municipal obligation would tend to
increase portfolio income during a period of generally decreasing market
interest rates, its value would tend to decline during a period of generally
increasing market interest rates. In addition, its decline in value may be
greater than for a fixed-rate municipal obligation, particularly if the interest
rate borne by the floating rate municipal obligation is adjusted by a multiple
of changes in the specified index rate. For these reasons, inverse floating rate
municipal obligations have more risk than more conventional fixed-rate and
floating rate municipal obligations.

ZERO COUPON SECURITIES

         The Fund may invest in zero coupon municipal obligations. Zero coupon
securities pay no cash income to their holders until they mature and are issued
at substantial discounts from their value at maturity. When held to maturity,
their entire return comes from the difference between their purchase price and
their maturity value. Because interest on zero coupon securities is not paid on
a current basis, the values of securities of this type are subject to greater
fluctuations than are the value of securities that distribute income regularly
and may be more speculative than such securities. Accordingly, the values of
these securities may be highly volatile as interest rates rise or fall.

INTEREST RATE TRANSACTIONS

         The Fund may purchase or sell interest rate caps and floors to preserve
a return or a spread on a particular investment or portion of its portfolio or
for other non-speculative purposes. The purchase of an interest rate cap
entitles the purchaser, to the extent a specified index exceeds a predetermined
interest rate, to receive payments of interest on a contractually-based
principal amount from the party selling such interest rate cap. The purchase of
an interest rate floor entitles the purchaser, to the extent a specified index
falls below a predetermined interest rate, to receive payments of interest on a
contractually-based principal amount from the party selling such interest rate
floor.


                                       6
<PAGE>


CLOSED-END INVESTMENT COMPANIES

         The Fund may invest up to 10% of its total assets in common or
preferred securities of closed-end investment companies that invest in municipal
bonds and other municipal obligations. Shares of certain closed-end investment
companies may at times be acquired only at market prices representing premiums
to their net asset values. In the event that shares acquired at a premium
subsequently decline in price relative to their net asset value or the value of
portfolio investments held by such closed-end companies declines, the Fund and
its shareholders may experience a loss. If the Fund acquires shares of
closed-end investment companies, Fund shareholders would bear both their
proportionate share of the expenses in the Fund (including management and
advisory fees) and, indirectly, the expenses of such closed-end investment
companies.

SPECIAL FACTORS AFFECTING NEBRASKA TAX FREE FUND

         As described in the Prospectuses relating to the Fund, except during
temporary defensive periods, the Fund will invest at least 80% of its total
assets in Nebraska municipal obligations. The fund therefore is susceptible to
political, economic and regulatory factors affecting issuers of Nebraska
municipal obligations. The following information provides only a brief summary
of the complex factors affecting the financial situation in Nebraska. This
information is derived from sources that are generally available to investors
and is based on information obtained from the State of Nebraska.

         GENERAL ECONOMIC OVERVIEW. The 1990s have generally seen major economic
gains in Nebraska, and Fiscal Year 1998-1999 was no exception. The state
achieved a new record-high employment level and continued to have the nation's
lowest unemployment rate. According to data from the Nebraska Department of
Labor, the state's civilian labor force totaled 943,823 in June 1999--up 17,326,
or 1.9%, from 926,497 in June 1998. Employment gains were slightly greater. The
number of employed residents rose from 898,392 in June 1998 to 917,233 in June
1999--an increase of 18,841, or 2.1%. Nebraska's unemployment rate dropped from
3% in June 1998 to 2.8% in June 1999, while the nation's total unemployment rate
declined from 4.5% to 4.3%.

         Business demand for workers in Nebraska often exceeded supply in Fiscal
Year 1998-1999. This created more job choices than ever before for existing and
potential workers. Self-employment opportunities in Nebraska also generally
rose, but a traditional kind of home-based business--agriculture--suffered from
low farm commodity prices, especially for grains and hogs.

         INDUSTRY GROWTH. Nebraska's employment growth from June 1998 to June
1999 was greatest in the transportation, communications, and public utilities
sector. Trucking employment had especially big gains, but growth was also strong
in railroad and communications jobs. Other major sectors with employment gains
were construction and mining; finance, insurance, and real estate; and services.
Pacing employment growth in the services sector were business services, followed
by social services, amusement and recreation services, and hotels and other
lodging.

         After growing through most of the 1990s, employment in Nebraska's
manufacturing and trade sectors fell in Fiscal Year 1998-1999. Much of the
manufacturing employment loss occurred in industrial machinery production and
meat processing. In the trade sector, the number of jobs declined in retailing,
but grew in wholesaling. Total government employment also dropped, as it did in
Fiscal Year 1998-1999. Combined losses in federal and state jobs more than
offset increases in local government employment.

         GEOGRAPHIC DISTRIBUTION. Much of Nebraska's employment gains in Fiscal
Year 1998-1999 were by residents of the Lincoln and Omaha metropolitan areas.
Nebraska's portion of the Omaha metropolitan area (Cass, Douglas, Sarpy, and
Washington counties) had an increase of 9,929 employed residents, or almost 53%
of the state's total growth. The Lincoln metropolitan area (Lancaster County)
added 7,012, accounting for 37% of the increase. In the rest of the state, there
were 1,900 more employed persons, contributing 10% of the total gain.

         The biggest declines in the number of unemployed persons occurred in
non-metropolitan Nebraska. With 888 fewer unemployed residents in June 1999 than
in June 1998, Nebraska, outside of the Lincoln and Omaha metropolitan areas, had
a fall in the unemployment rate from 3.3% to 3.1%. Inside the Lincoln
metropolitan area, the unemployment rate dropped from 2.6% to 2.4%, and in
metropolitan Omaha, it went from 2.9% to 2.7%.


                                       7
<PAGE>


         WAGES AND INCOME. Increasing demand for Nebraska's tightened labor
supply in Fiscal Year 1998-1999 led to a significant boost in wages in many
industries. The average hourly earnings of manufacturing production workers
reported by the Nebraska Department of Labor rose from $12.22 in June 1998 to
$12.73 in June 1999--a 4.2% gain. In the services sector, there was an increase
of 4.9%, with a rise from $10.92 to $11.45 per hour. These gains were ahead of
the corresponding national increases for both the manufacturing and services
sectors.

         In general, newly-created jobs in Nebraska pay higher wages than
existing positions. This is shown in the results of the Nebraska Quarterly
Business Conditions Survey--a joint undertaking of the Nebraska departments of
Economic Development and Labor, and the University of Nebraska--Lincoln Bureau
of Business Research.

         For the second quarter of 1999, the survey found that the average
hourly earnings for persons hired for new full-time jobs in Nebraska was $12.84,
compared to $10.11 for hires of replacements for existing positions. The survey
also found a high incidence of new job hires. An estimated 19,179 full-time new
job hires occurred in Nebraska in the second quarter of 1999--10,839 in
metropolitan Lincoln and Omaha, and 8,340 in the rest of the state.

         The average income of Nebraskans (including wages, interest, dividends,
transfer payments, etc.) has historically been below the national average. The
U.S. Bureau of Economic Analysis reports that per capita personal income in
Nebraska in 1998 was $24,786, or 93.6%, of the U.S. average of $26,482. Some of
this difference is offset by a cost of living that is also below the national
average. The first quarter cost of living survey by the American Chamber of
Commerce Researchers Association found that general living costs in Nebraska
communities surveyed averaged 4.5% below the national average.

CFTC INFORMATION

         The Commodity Futures Trading Commission (the "CFTC"), a federal
agency, regulates trading activity pursuant to the Commodity Exchange Act, as
amended. The CFTC requires the registration of "commodity pool operators," which
are defined as any person engaged in a business which is of the nature of an
investment trust, syndicate or a similar form of enterprise, and who, in
connection therewith, solicits, accepts or receives from others funds,
securities or property for the purpose of trading in a commodity for future
delivery on or subject to the rules of any contract market. The CFTC has adopted
Rule 4.5, which provides an exclusion from the definition of commodity pool
operator for any registered investment company which (i) will use commodity
futures or commodity options contracts solely for bona fide hedging purposes
(provided, however, that in the alternative, with respect to each long position
in a commodity future or commodity option contract, an investment company may
meet certain other tests set forth in Rule 4.5); (ii) will not enter into
commodity futures and commodity options contracts for which the aggregate
initial margin and premiums exceed 5% of its assets; (iii) will not be marketed
to the public as a commodity pool or as a vehicle for investing in commodity
interests; (iv) will disclose to its investors the purposes of and limitations
on its commodity interest trading; and (v) will submit to special calls of the
CFTC for information. Any investment company desiring to claim this exclusion
must file a notice of eligibility with both the CFTC and the National Futures
Association. FAIF has made such notice filings with respect to those Funds which
may invest in commodity futures or commodity options contracts.

                             INVESTMENT RESTRICTIONS

         In addition to the investment objectives and policies set forth in the
Fund Prospectus and under the caption "Additional Information Concerning Fund
Investments" above, the Fund is subject to the investment restrictions set forth
below. The investment restrictions set forth in paragraphs 1 through 6 below are
fundamental and cannot be changed without approval by the holders of a majority
of the outstanding shares of the Fund as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"), i.e., by the lesser of the vote of (a) 67%
of the shares of the Fund present at a meeting where more than 50% of the
outstanding shares are present in person or by proxy, or (b) more than 50% of
the outstanding shares of the Fund.

The Fund will not:

         1.       Borrow money or issue senior securities, except as permitted
                  under the 1940 Act, as interpreted or modified from time to
                  time by any regulatory authority having jurisdiction. (As a
                  non-fundamental policy, the Fund will not make additional
                  investments while its borrowings exceed 5% of total assets.)


                                       8
<PAGE>


         2.       Concentrate its investments in a particular industry. For
                  purposes of this limitation, the U.S. Government, and state or
                  municipal governments and their political subdivisions, are
                  not considered members of any industry. Whether the Fund is
                  concentrating in an industry shall be determined in accordance
                  with the 1940 Act, as interpreted or modified from time to
                  time by any regulatory authority having jurisdiction.

         3.       Act as an underwriter of securities of other issuers, except
                  to the extent that, in connection with the disposition of
                  portfolio securities, it may be deemed an underwriter under
                  applicable laws.

         4.       Purchase or sell real estate unless as a result of ownership
                  of securities or other instruments, but this shall not prevent
                  the Fund from investing in securities or other instruments
                  backed by real estate or interest therein or in securities of
                  companies that deal in real estate or mortgages.

         5.       Purchase physical commodities or contracts relating to
                  physical commodities.

         6.       Make loans except as permitted under the 1940 Act, as
                  interpreted or modified from time to time by any regulatory
                  authority having jurisdiction.

         The following restriction is non-fundamental and may be changed by
FAIF's Board of Directors without a shareholder vote: The Fund will not invest
more than 15% of its net assets in all forms of illiquid investments.

         The Board of Directors has adopted guidelines and procedures under
which FAIF Funds' investment advisor is to determine whether the following types
of securities which may be held by certain Funds are "liquid" and to report to
the Board concerning its determinations: (i) securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933; (ii) commercial paper
issued in reliance on the "private placement" exemption from registration under
Section 4(2) of the Securities Act of 1933, whether or not it is eligible for
resale pursuant to Rule 144A; (iii) interest-only and principal-only, inverse
floating rate and inverse interest-only securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities; and (iv) municipal leases
and securities that represent interests in municipal leases.

                        DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of FAIF are listed below, together
with their business addresses and their principal occupations during the past
five years. The Board of Directors is generally responsible for the overall
operation and management of FAIF. Directors who are "interested persons" (as
that term is defined in the 1940 Act) of FAIF are identified with an asterisk.

DIRECTORS

         Robert J. Dayton, 5140 Norwest Center, Minneapolis, Minnesota 55402:
Director of FAF since December 1994, of FAIF since September 1994, of FASF since
June 1996 and of FAIP since August 1999; Chairman (1989-1993) and Chief
Executive Officer (1993-present), Okabena Company (private family investment
office). Age: 58.

         Roger A. Gibson, 1020 15th Street, Ste. 41A, Denver, Colorado 80202:
Director of FAF, FAIF and FASF since October 1997, and of FAIP since August
1999; Vice President North America-Mountain Region for United Airlines since
June 1995; prior to his current position, served most recently as Vice President
Customer Service for United Airlines in the West Region in San Francisco and the
Mountain Region in Denver, Colorado; employee at United Airlines since 1967.
Age: 54.

         Andrew M. Hunter III, 537 Harrington Road, Wayzata, Minnesota 55391:
Director of FAIF, FAF and FASF since January 1997, and of FAIP since August
1999; Chairman of Hunter, Keith Industries, a diversified manufacturing and
services management company, since 1975. Age: 53.

         Leonard W. Kedrowski, 16 Dellwood Avenue, Dellwood, Minnesota 55110;
Director of FAF and FAIF since November 1993, of FASF since July 1996, and of
FAIP since August 1999; Owner of Executive Management Consulting, Inc., a
management consulting firm; Chief Executive Officer of Creative Promotions
International LLC,


                                       9
<PAGE>


         promotional award programs and products; Vice President, Chief
         Financial Officer, Treasurer, Secretary and Director of Anderson
         Corporation, a large privately-held manufacturer of wood windows, from
         1983 to October 1992. Age: 59.

         * John M. Murphy, Jr., 601 Second Avenue South, Minneapolis, Minnesota
55402; Director of FAIF, FAF and FASF since June 1999, and of FAIP since August
1999; Chairman and Chief Investment Officer of First American Asset Management
and U.S. Bank Trust, N.A., and Executive Vice President of U.S. Bancorp, from
1991 to 1999; Executive Vice President of U.S. Bancorp since January 1999;
Chairman Minnesota - U.S. Bancorp since 2000. Age 59.

         * Robert L. Spies, 4715 Twin Lakes Avenue, Brooklyn Center, Minnesota
55429: Director of FAIF, FAF and FASF since January 31, 1997, and of FAIP since
August 1999; employed by U.S. Bancorp (fka First Bank System, Inc.) and
subsidiaries from 1957 to January 31, 1997, most recently as Vice President,
U.S. Bank National Association (fka First Bank National Association). Age: 66.

         Joseph D. Strauss, 8617 Edenbrook Crossing, # 443, Brooklyn Park,
Minnesota 55443: Director of FAF since 1984 and of FAIF since April 1991, of
FASF since June 1996, and of FAIP since August 1999; Chairman of FAF's and
FAIF's Boards from 1993 to September 1997 and of FASF's Board from June 1996 to
September 1997; 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., a community business retention survey
company, since 1992; attorney-at-law. Age: 60.

         Virginia L. Stringer, 712 Linwood Avenue, St. Paul, Minnesota 55105:
Director of FAIF since August 1987, of FAF since April 1991, of FASF since June
1996, and of FAIP since August 1999; Chair of FAIF's, FAF's and FASF's Boards
since September 1997, and of FAIP's Board since 1999; Owner and President,
Strategic Management Resources, Inc. since 1993; formerly President and Director
of The Inventure Group, a management consulting and training company, President
of Scott's, Inc., a transportation company, and Vice President of Human
Resources of The Pillsbury Company. Age: 56.

EXECUTIVE OFFICERS

         Thomas Plumb, First American Asset Management, 22 South 9th Street,
16th floor , Minneapolis, Minnesota 55402; President of FAIF, FAF, FASF, and
FAIP since March 11, 2000; Chief Executive Officer of First American Asset
Management since 1999; Executive Vice President of First American Asset
Management from 1997-1999; Senior Vice President of First American Asset
Management from 1992-1997. Age: 41.

         Paul A. Dow, First American Asset Management, 601 Second Avenue South,
Minneapolis, Minnesota 55402, Vice President Investments of FAIF, FAF, FASF and
FAIP since March 11, 2000; Chief Investment Officer and President of First
American Asset Management since 1999; Senior Vice President of First American
Asset Management from 1998-1999; Chief Executive Officer of Piper Jaffray from
1997-1998; Chief Investment Officer of Piper Jaffray from 1989-1997. Age : 49.

         Peter O. Torvik, First American Asset Management, 601 Second Avenue
South, Minneapolis, Minnesota 55402, Vice President Marketing of FAIF, FAF, FASF
and FAIP since September 20, 2000; Executive Vice President of First American
Asset Management; President and partner of DPG Group, a Florida-based
partnership engaged in affinity marketing from 1995 -2000. Age: 46.

         Jeffery M. Wilson, First American Asset Management, 601 Second Avenue
South, Minneapolis, Minnesota 55402; Vice President Administration of FAIF, FAF,
FASF and FAIP since March 11, 2000; Senior Vice President of First American
Asset Management. Age: 44.

         Robert H. Nelson, First American Asset Management, 601 Second Avenue
South, Minneapolis, Minnesota 55402; Treasurer of FAIF, FAF, FASF and FAIP since
March 11, 2000; Senior Vice President of First American Asset Management since
1998; Senior Vice President of Piper Capital Management Inc. from 1994-1998.
Age: 37.


                                       10
<PAGE>


         Christopher J. Smith, First American Asset Management, 601 Second
Avenue South, Minneapolis, Minnesota 55402; Secretary of FAIF, FAF, FASF and
FAIP since March 11, 2000; Executive Vice President of First American Asset
Management since 1998; General Counsel of Investment Advisors Inc. from
1991-1998. Age: 38.

         Michael J. Radmer, 220 South Sixth Street, Minneapolis, Minnesota
55402; Assistant Secretary of FAIF, FAF, FASF and FAIP since March 2000;
Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm and general counsel
of FAIF, FAF and FASF. Age: 55.

         James D. Alt, 220 South Sixth Street, Minneapolis, Minnesota 55402;
Assistant Secretary of FAF, FAIF and FASF since September 1998, and of FAIP
since September 1999; Partner, Dorsey & Whitney LLP, a Minneapolis- based law
firm. Age: 49.

         Kathleen L. Prudhomme, 220 South Sixth Street, Minneapolis, Minnesota
55402; Assistant Secretary of FAF, FAIF and FASF since September 1998, and of
FAIP since September 1999; Partner, Dorsey & Whitney LLP, a Minneapolis- based
law firm. Age: 47.

         Alaina Metz, Bysis Fund Services, 3435 Stelzer Road, Suite 1000,
Columbus, Ohio 43219; Assistant Secretary for FAIF, FAF, FASF and FAIP since
March 11, 2000; Chief Administrative Officer of Bysis Fund Services. Age: 33.

COMPENSATION

         The First American family of funds, which includes FAIF, FAF, FASF,
FAIP and FACEF, currently pays only to directors of the funds who are not paid
employees or affiliates of the funds, a fee of $27,000 per year ($40,500 in the
case of the Chair) plus $4,000 ($6,000 in the case of the Chair) per meeting of
the Board attended and $1,200 per committee meeting attended ($1,800 in the case
of a committee chair) and reimburses travel expenses of directors and officers
to attend Board meetings. In the event of telephonic Board or committee
meetings, each director receives a fee of $500 per Board or committee meeting
($750 in the case of the Chair or committee chair). In addition, directors may
receive a per diem fee of $1,500 per day, plus travel expenses when directors
travel out of town on Fund business. However, directors do not receive the
$1,500 per diem amount plus the foregoing Board or committee fee for an
out-of-town committee or Board meeting but instead receive the greater of the
total per diem fee or meeting fee. Legal fees and expenses are also paid to
Dorsey & Whitney LLP, the law firm of which Michael J. Radmer, James D. Alt, and
Kathleen L. Prudhomme, assistant secretaries of FAIF, FAF, FASF, FAIP and FACEF,
are partners. The following table sets forth information concerning aggregate
compensation paid to each director of FAIF (i) by FAIF (column 2), and (ii) by
FAIF, FAF, FASF, FAIP and FACEF collectively (column 5) during the fiscal year
ended September 30, 2000. No executive officer or affiliated person of FAIF
received any compensation from FAIF in excess of $60,000 during such fiscal
year:

<TABLE>
<CAPTION>
             (1)                             (2)                 (3)                (4)                   (5)
  NAME OF PERSON, POSITION                AGGREGATE           PENSION OR      ESTIMATED ANNUAL    TOTAL COMPENSATION
                                         COMPENSATION         RETIREMENT        BENEFITS UPON     FROM REGISTRANT AND
                                       FROM REGISTRANT *   BENEFITS ACCRUED      RETIREMENT        FUND COMPLEX PAID
                                                            AS PART OF FUND                          TO DIRECTORS**
                                                               EXPENSES
<S>                                      <C>                      <C>               <C>                <C>
Robert J. Dayton, Director               $  20,094                -0-               -0-                $  57,200
Roger A. Gibson, Director                   23,055                -0-               -0-                   54,800
Andrew M. Hunter III, Director              27,504                -0-               -0-                   56,000
Leonard W. Kedrowski, Director              24,542                -0-               -0-                   58,400
Robert L. Spies, Director                   29,324                -0-               -0-                   59,600
John M. Murphy, Jr., Director                  -0-                -0-               -0-                      -0-
Joseph D. Strauss, Director                 24,923                -0-               -0-                   65,600
Virginia L. Stringer, Director              26,172                -0-               -0-                   74,500
</TABLE>

--------------------------------------------------

* Included in the Aggregate Compensation under column 2 are amounts deferred by
the directors pursuant to the Deferred Compensation plan discussed below.
Pursuant to this plan, compensation was deferred for the following directors:
Roger A. Gibson, $11,015; Andrew M. Hunter III, $22,673; Leonard W. Kedrowski,
$11,659; Robert L. Spies, $24,283; and Joseph D. Strauss, $5,436.

** Deferred compensation is included in the Total Compensation under column 5
for the following directors: Roger A. Gibson, $20,525; Andrew M. Hunter III,
$42,250; Leonard W. Kedrowski, $21,725; Robert L. Spies, $45,250; and Joseph D.
Strauss, $10,130.


                                       11
<PAGE>


         The directors may elect to defer payment of up to 100% of the fees they
receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the
Plan, a director may elect to have his or her deferred fees treated as if they
had been invested in the shares of one or more funds and the amount paid to the
director under the Plan will be determined based on the performance of such
investments. Distributions may be taken in a lump sum or over a period years.
The Plan will remain unfunded for federal income tax purposes under the Internal
Revenue Code of 1986, as amended. Deferral of director fees in accordance with
the Plan will have a negligible impact on fund assets and liabilities and will
not obligate the funds to retain any director or pay any particular level of
compensation.

                                 CODE OF ETHICS

         First American Investment Funds, Inc., First American Asset Management,
a division of U.S. Bank National Association, and SEI Investments Distribution
Co. have each adopted a Code of Ethics pursuant to Rule 17j-1 of the 1940 Act.
Each of these Codes of Ethics permits personnel to invest in securities for
their own accounts, including securities that may be purchase or held by the
Funds.. These Codes of Ethics are on public file with, and are available from,
the Securities and Exchange Commission.

                     INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT

         U.S. Bank National Association (the "Advisor"), 601 Second Avenue
South, Minneapolis, Minnesota 55402, serves as the Advisor and manager of the
Fund through its First American Asset Management group. The Advisor is a
national banking association that has professionally managed accounts for
individuals, insurance companies, foundations, commingled accounts, trust funds,
and others for over 75 years. The Advisor is a subsidiary of U.S. Bancorp
("USB"), 601 Second Avenue South, Minneapolis, Minnesota 55402, which is a
regional multi-state bank holding company headquartered in Minneapolis,
Minnesota that primarily serves the Midwestern, Rocky Mountain and Northwestern
states. USB operates four banks and eleven trust companies with banking offices
in 16 contiguous states. USB also has various other subsidiaries engaged in
financial services. At September 30, 2000, USB and its consolidated subsidiaries
had consolidated assets of more than $86 billion, consolidated deposits of more
than $51 billion and shareholders' equity of more than $8 billion.

         Pursuant to an Investment Advisory Agreement dated April 2, 1991 (the
"Advisory Agreement") as amended, the FAIF Funds engaged the Advisor to act as
investment Advisor for and to manage the investment of the assets of the FAIF
Funds. Under this Advisory Agreement, the Fund pays the Advisor monthly fees
calculated on an annual basis equal to 0.70% of its average daily net assets.
The Advisory Agreement requires the Advisor to provide FAIF with all necessary
office space, personnel and facilities necessary and incident to the Advisor's
performance of its services thereunder. The Advisor is responsible for the
payment of all compensation to personnel of FAIF and the officers and directors
of FAIF, if any, who are affiliated with the Advisor or any of its affiliates.

         In addition to the investment advisory fee, the Fund pays all its
expenses that are not expressly assumed by the Advisor or any other organization
with which the Fund may enter into an agreement for the performance of services.
the Fund is liable for such nonrecurring expenses as may arise, including
litigation to which the Fund may be a party, and it may have an obligation to
indemnify its directors and officers with respect to such litigation.

         The Advisor may, at its option, waive any or all of its fees, or
reimburse expenses, with respect to the Fund from time to time. Any such waiver
or reimbursement is voluntary and may be discontinued at any time. The Advisor
also may absorb or reimburse expenses of the Fund from time to time, in its
discretion, while retaining the ability to be reimbursed by the Fund for such
amounts prior to the end of the fiscal year. This practice would have the effect
of lowering the Fund's overall expense ratio and of increasing yield to
investors, or the converse, at the time such amounts are absorbed or reimbursed,
as the case may be.

ADMINISTRATION AGREEMENT

         U.S. Bank National Association (the "Administrator"), 601 Second Avenue
South, Minneapolis, Minnesota 55402, serves as the Administrator for FAIF
pursuant to an Administration Agreement between it and FAIF. The Administrator
is a subsidiary of USB. Under the Administration Agreement, the Administrator is
compensated to


                                       12
<PAGE>


provide, or, compensates other entities to provide services to the Funds. These
services include, various legal, oversight and administrative services,
accounting services, transfer agency and dividend disbursing services and
shareholder services. The FAIF Funds pay U.S. Bank fees which are calculated
daily and paid monthly, equal to each Fund's pro rata share of an amount equal,
on an annual basis, to 0.12% of the aggregate average daily assets of all
open-end mutual funds in the First American fund family up to $8 billion, and
0.105% of the aggregate average daily net assets of all open-end mutual funds in
the First American fund family in excess of $8 billion. (For the purposes of
this Agreement, the First American fund family includes all series of FAF, FASF,
FAIF and FAIP.) In addition, the Funds pay U.S. Bank annual fees of $18,500 per
CUSIP, shareholder account fees of $15 per account, closed account fees of $3.50
per account, and Individual Retirement Account fees of $15 per account.

DISTRIBUTOR AND DISTRIBUTION PLANS

         SEI Investments Distribution Co. (the "Distributor") serves as the
distributor for the Class A, Class C and Class Y Shares of the Fund. The
Distributor is a wholly-owned subsidiary of SEI Investments Company.

         The Distributor serves as distributor for the Class A and Class Y
Shares pursuant to a Distribution Agreement dated February 10, 1994 (the "Class
A/Class Y Distribution Agreement") between itself and the FAIF Funds. In
addition, the Distributor serves as distributor for the Class C Shares pursuant
to a Distribution and Service Agreement dated December 9, 1998 ("Class C
Distribution and Service Agreement") between itself and the FAIF Funds. These
agreements are referred to collectively as the "Distribution Agreements."

         Fund shares and other securities distributed by the Distributor are not
deposits or obligations of, or endorsed or guaranteed by, U.S. Bank or its
affiliates, and are not insured by the Bank Insurance Fund, which is
administered by the Federal Deposit Insurance Corporation.

         Under the Distribution Agreements, the Distributor has agreed to
perform all distribution services and functions of the FAIF Funds to the extent
such services and functions are not provided to the FAIF Funds pursuant to
another agreement. The Distribution Agreements provide that shares of the FAIF
Funds are distributed through the Distributor and, with respect to Class A and
Class C Shares, through securities firms, financial institutions (including,
without limitation, banks) and other industry professionals (the "Participating
Institutions") which enter into sales agreements with the Distributor to perform
share distribution or shareholder support services.

         The Class A Shares pay to the Distributor a shareholder servicing fee
at an annual rate of 0.25% of the average daily net assets of the Class A
Shares. The fee may be used by the Distributor to provide compensation for
shareholder servicing activities with respect to the Class A Shares. The
shareholder servicing fee is intended to compensate the Distributor for ongoing
servicing and/or maintenance of shareholder accounts and may be used by the
Distributor to provide compensation to institutions through which shareholders
hold their shares for ongoing servicing and/or maintenance of shareholder
accounts. This fee is calculated and paid each month based on average daily net
assets of Class A Shares each fund for that month.

         The Class C Shares pay to the Distributor a shareholder servicing fee
at the annual rate of 0.25% of the average daily net assets of the Class C
Shares. The fee may be used by the Distributor to provide compensation for
shareholder servicing activities with respect to the Class C Shares. This fee is
calculated and paid each month based on average daily net assets of the Class C
Shares. The Class C Shares also pay to the Distributor a distribution fee at the
annual rate of 0.75% of the average daily net assets of the Class C Shares. The
Distributor may use the distribution fee to provide compensation to institutions
through which shareholders hold their shares beginning one year after purchase.

         The Distributor receives no compensation for distribution of the Class
Y Shares.

         The Distribution Agreements provide that they will continue in effect
for a period of more than one year from the date of their execution only so long
as such continuance is specifically approved at least annually by the vote of a
majority of the Board members of FAIF and by the vote of the majority of those
Board members of FAIF who are not interested persons of FAIF and who have no
direct or indirect financial interest in the operation of FAIF's Rule 12b-1
Plans of Distribution or in any agreement related to such plans.


                                       13
<PAGE>


         FAIF has adopted Plans of Distribution with respect to the Class A and
Class C Shares of the FAIF Funds, respectively, pursuant to Rule 12b-1 under the
1940 Act (collectively, the "Plans"). Rule 12b-1 provides in substance that a
mutual fund may not engage directly or indirectly in financing any activity
which is primarily intended to result in the sale of shares, except pursuant to
a plan adopted under the Rule. The Plans authorize the Distributor to retain the
sales charges paid upon purchase of Class A and Class C Shares. Each of the
Plans is a "compensation-type" plan under which the Distributor is entitled to
receive the distribution fee regardless of whether its actual distribution
expenses are more or less than the amount of the fee. The Class C Plan
authorizes the Distributor to retain the contingent deferred sales charge
applied on redemptions of Class C Shares, except that portion which is reallowed
to Participating Institutions. The Plans recognize that the Distributor, any
Participating Institution, the Administrator, and the Advisor, in their
discretion, may from time to time use their own assets to pay for certain
additional costs of distributing Class A and Class C Shares. Any such
arrangements to pay such additional costs may be commenced or discontinued by
the Distributor, any Participating Institution, the Administrator, or the
Advisor at any time.

CUSTODIAN; COUNSEL; AUDITORS

         CUSTODIAN. The custodian of the FAIF Funds' assets is U.S. Bank
National Association (the "Custodian"), U.S. Bank Center, 180 East Fifth Street,
St. Paul, Minnesota 55101. The Custodian is a subsidiary of USB. All of the
instruments representing the investments of the Fund and all cash is held by the
Custodian. The Custodian or such sub-custodian delivers securities against
payment upon sale and pays for securities against delivery upon purchase. The
Custodian also remits Fund assets in payment of Fund expenses, pursuant to
instructions of FAIF's officers or resolutions of the Board of Directors.

         As compensation for its services to the Fund, the Custodian is paid a
monthly fee calculated on an annual basis equal to 0.03% of the Fund's average
daily net assets. In addition, the Custodian is reimbursed for its out-of-pocket
expenses incurred while providing its services to the Fund. The Custodian
continues to serve so long as its appointment is approved at least annually by
the Board of Directors including a majority of the directors who are not
interested persons (as defined under the 1940 Act) of FAIF.

         COUNSEL. Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis,
Minnesota 55402, is independent counsel for the Funds.

         AUDITORS. Ernst & Young LLP, 1400 Pillsbury Center, Minneapolis,
Minnesota 55402, serves as the FAIF Funds' independent auditors, providing audit
services, including audits of the annual financial statements and assistance and
consultation in connection with SEC filings for the years ended September 30,
1999 and September 30, 2000.


               PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

         Decisions with respect to placement of the Fund's portfolio
transactions are made by the Advisor. The Fund's policy is to seek to place
portfolio transactions with brokers or dealers who will execute transactions as
efficiently as possible and at the most favorable price. The Advisor, however,
may select a broker or dealer to effect a particular transaction without
communicating with all brokers or dealers who might be able to effect such
transaction because of the volatility of the market and the desire of the
Advisor to accept a particular price for a security because the price offered by
the broker or dealer meets guidelines for profit, yield or both. Most of the
portfolio transactions are with dealers or issuers who act as principal for
their own accounts and not as brokers. Transactions effected on a principal
basis are made without the payment of brokerage commissions but at net prices,
which usually include a spread or markup. In effecting transactions in
over-the-counter securities, the Fund deals with market makers unless it appears
that better price and execution are available elsewhere.

         With respect to any portfolio transactions that involve payment of a
brokerage commission, while the Advisor does not deem it practicable and in the
Fund's best interest to solicit competitive bids for commission rates on each
transaction, consideration will regularly be given by the Advisor or to posted
commission rates as well as to other information concerning the level of
commissions charged on comparable transactions by other qualified brokers.

         Subject to the policy of seeking favorable price and execution for the
transaction size and risk involved, in selecting brokers and dealers other than
the Distributor and determining commissions paid to them, the Advisor may


                                       14
<PAGE>


consider the ability to provide supplemental performance, statistical and other
research information as well as computer hardware and software for research
purposes for consideration, analysis and evaluation by the staff of the Advisor.
In accordance with this policy, the Fund does not execute brokerage transactions
solely on the basis of the lowest commission rate available for a particular
transaction. Subject to the requirements of favorable price and efficient
execution, placement of orders by securities firms for the purchase of shares of
the Fund may be taken into account as a factor in the allocation of portfolio
transactions.

         Research services that may be received by the Advisor would include
advice, both directly and indirectly and in writing, as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or purchasers or sellers of securities, as
well as analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts. The research services may allow the Advisor to supplement its own
investment research activities and enable the Advisor to obtain the views and
information of individuals and research staffs of many different securities
firms prior to making investment decisions for the Fund. To the extent portfolio
transactions are effected with brokers and dealers who furnish research
services, the Advisor may receive a benefit, for which a dollar value is not
available, without providing any direct monetary benefit to the Fund from these
transactions. Research services furnished by brokers and dealers used by the
Fund for portfolio transactions may be utilized by the Advisor in connection
with investment services for other accounts and, likewise, research services
provided by brokers and dealers used for transactions of other accounts may be
utilized by the Advisor in performing services for the Fund. The Advisor may
determine the reasonableness of the commissions paid in relation to their view
of the value of the brokerage and research services provided, considered in
terms of the particular transactions and their overall responsibilities with
respect to all accounts as to which they exercise investment discretion.

         The Advisor has not entered into any formal or informal agreements with
any broker or dealer, and does not maintain any "formula" that must be followed
in connection with the placement of Fund portfolio transactions in exchange for
research services provided to the Advisor, except as noted below. The Advisor
may, from time to time, maintain an informal list of brokers and dealers that
will be used as a general guide in the placement of Fund business in order to
encourage certain brokers and dealers to provide the Advisor with research
services, which the Advisor, anticipates will be useful to it. Any list, if
maintained, would be merely a general guide, which would be used only after the
primary criteria for the selection of brokers and dealers (discussed above) had
been met, and accordingly, substantial deviations from the list could occur. The
Advisor would authorize the Fund to pay an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker or
dealer would have charged only if the Advisor determined in good faith that the
amount of such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall responsibilities of
the Advisor with respect to the Fund.

         The Fund does not effect any brokerage transactions in its portfolio
securities with any broker or dealer affiliated directly or indirectly with the
Advisor or the Distributor unless such transactions, including the frequency
thereof, the receipt of commission payable in connection therewith, and the
selection of the affiliated broker or dealer effecting such transactions are not
unfair or unreasonable to the shareholders of the Fund, as determined by the
Board of Directors. Any transactions with an affiliated broker or dealer must be
on terms that are both at least as favorable to the Fund as the Fund can obtain
elsewhere and at least as favorable as such affiliated broker or dealer normally
gives to others.

         When two or more clients of the Advisor are simultaneously engaged in
the purchase or sale of the same security, the prices and amounts are allocated
in accordance with a formula considered by the Advisor to be equitable to each
client. In some cases, this system could have a detrimental effect on the price
or volume of the security as far as each client is concerned. In other cases,
however, the ability of the clients to participate in volume transactions may
produce better executions for each client.


                                  CAPITAL STOCK

         Each share of the Fund's $.0001 par value common stock is fully paid,
nonassessable, and transferable. Shares may be issued as either full or
fractional shares. Fractional shares have pro rata the same rights and
privileges as full shares. Shares of the Fund have no preemptive or conversion
rights.


                                       15
<PAGE>


         Each share of the Fund has one vote. On some issues, such as the
election of directors, all shares of all FAIF Funds vote together as one series.
The shares do not have cumulative voting rights. Consequently, the holders of
more than 50% of the shares voting for the election of directors are able to
elect all of the directors if they choose to do so. On issues affecting the Fund
only (opposed to every FAIF Fund) or one specific class of shares, the shares of
the Fund or specific class will vote as a separate series. Examples of such
issues would be proposals to alter a fundamental investment restriction
pertaining to the Fund or to approve, disapprove or alter a distribution plan
pertaining to a class of shares.

         Under the laws of the state of Maryland and FAIF's Bylaws, FAIF is not
required to hold shareholder meetings unless they (i) are required by the 1940
Act, or (ii) are requested in writing by the holders of 10% or more of the
outstanding shares of FAIF.

         As of November 13, 2000, the directors of FAIF owned shares of FASF,
FAF and FAIF with an aggregate net asset value of approximately $9 million. As
of February 28, 2001, the directors and officers of FAIF as a group owned less
than one percent of each Fund's outstanding shares.


                    NET ASSET VALUE AND PUBLIC OFFERING PRICE

         The public offering price of the shares of a Fund generally equals the
Fund's net asset value plus any applicable sales charge. A summary of any
applicable sales charge assessed on Fund share purchases is set forth in the
Fund's Prospectuses. Please note that the public offering prices of Class Y
Shares are the same as net asset value since no sales charges are imposed on the
purchase of such shares.

         The net asset value of each Fund's shares is determined on each day
during which the New York Stock Exchange (the "NYSE") is open for business. The
NYSE is not open for business on the following holidays (or on the nearest
Monday or Friday if the holiday falls on a weekend): New Year's Day, Martin
Luther King, Jr. Day, Washington's Birthday (observed), Good Friday, Memorial
Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Each year the NYSE may designate different dates for the observance of these
holidays as well as designate other holidays for closing in the future. To the
extent that the securities held by the Fund are traded on days that the Fund is
not open for business, the Fund's net asset value per share may be affected on
days when investors may not purchase or redeem shares.


                                FUND PERFORMANCE

         PERFORMANCE PRESENTATION. Advertisements and other sales literature for
the Fund may refer to the Fund's "average annual total return" and "cumulative
total return." In addition, the Fund may provide yield calculations in
advertisements and other sales literature. All such yield and total return
quotations are based on historical earnings and are not intended to indicate
future performance. The return on and principal value of an investment in any of
the Funds will fluctuate, so that an investor's shares, when redeemed, may be
worth more or less than their original cost. No performance information is
available for the Fund as it was not offered prior to the date of this Statement
of Additional Information.

         AVERAGE ANNUAL TOTAL RETURN. Average annual total return is the average
annual compounded rate of return on a hypothetical $1,000 investment made at the
beginning of the advertised period. Average annual total return figures are
computed according to the following formula:

               P(1 + T)n = ERV

               Where: P   =  a hypothetical initial payment of $1,000
                      T   =  average annual total return
                      n   =  number of years
                      ERV =  ending redeemable value at the end of the period of
                             a hypothetical $1,000 payment made at the beginning
                             of such period


                                    16
<PAGE>


This calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes all dividends and capital gains distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts. For Class C Shares,
the calculation assumes the maximum deferred sales load is deducted at the
times, in the amounts and under the terms disclosed in the applicable
Prospectus. Average annual total return quotations may be accompanied by
quotations that do not reflect the sales charges, and therefore will be higher.

         CUMULATIVE TOTAL RETURN. Cumulative total return is calculated by
subtracting a hypothetical $1,000 investment in the Fund from the redeemable
value of such investment at the end of the advertised period, dividing such
difference by $1,000 and multiplying the quotient by 100. Cumulative total
return is computed according to the following formula:

               CTR = (ERV-P) 100
                      -----
                        P

               Where: CTR =  Cumulative total return;
                      ERV =  ending redeemable value at the end of
                             the period of a hypothetical $1,000 payment made at
                             the beginning of such period; and
                      P   =  initial payment of $1,000.

This calculation assumes all dividends and capital gain distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.

         YIELD. Yield is computed by dividing the net investment income per
share (as defined under Securities and Exchange Commission rules and
regulations) earned during the advertised period by the offering price per share
(including the maximum sales charge) on the last day of the period. The result
will then be "annualized" using a formula that provides for semi-annual
compounding of income. Yield is computed according to the following formula:

               YIELD = 2[(a-b/cd + 1)(6) - 1]

               Where: a =  dividends and interest earned during the period;
                      b =  expenses accrued for the period (net of
                           reimbursements);
                      c =  the average daily number of shares outstanding during
                           the period that were entitled to receive dividends;
                           and
                      d =  the maximum offering price per share on the last day
                           of the period.

---------------------

         TAX-EXEMPT VS. TAXABLE INCOME. The tables below show the approximate
yields that taxable securities must earn to equal yields that are (i) exempt
from federal income taxes; (ii) exempt from both federal and Nebraska income
taxes, under selected income tax brackets scheduled to be in effect in 2001. The
32.8%, 35.6%, 40.3% and 43.6% combined federal/Nebraska rates assume that the
investor is subject to a       % Nebraska income tax rate and a marginal federal
income tax rate of 28%, 31%, 36% and 39.6%, respectively. The combined rates
reflect the deductibility of state income taxes for purposes of calculating
federal taxable income but do not reflect federal rules concerning the phase-out
of personal exemptions and limitations on the allowance of itemized deductions
for certain high-income taxpayers. The tables are based upon yields that are
derived solely from tax-exempt income. To the extent that the Fund's yield is
derived from taxable income, the Fund's tax equivalent yield will be less than
set forth in the tables. The tax-free yields used in these tables should not be
considered as representations of any particular rates of return and are for
purposes of illustration only.


                                       17
<PAGE>


                              TAX-EQUIVALENT YIELDS

                 FEDERAL TAX BRACKETS                  COMBINED FEDERAL AND
                                                       NEBRASKA TAX BRACKETS
 Tax-Free     28%    31%     36%   39.6%          32.8%   35.6%    40.3%  43.6%
  Yields
    3.0%     4.17%  4.35%   4.69%   4.97%          4.46%   4.66%    5.03%  5.32%
    3.5      4.86   5.07    5.47    5.79           5.21    5.43     5.86   6.21
    4.0      5.56   5.80    6.25    6.62           5.95    6.21     6.70   7.09
    4.5      6.25   6.52    7.03    7.45           6.70    6.99     7.54   7.97
    5.0      6.94   7.25    7.81    8.28           7.44    7.76     8.38   8.86
    5.5      7.64   7.97    8.59    9.11           8.18    8.54     9.21   9.75
    6.0      8.33   8.70    9.38    9.93           8.93    9.32    10.05  10.63
    6.5      9.03   9.42   10.16   10.76           9.67   10.09    10.89  11.52


         TAX-EQUIVALENT YIELD.. Tax-equivalent yield is the yield that a taxable
investment must generate in order to equal the Fund's yield for an investor in a
stated federal or combined federal/state income tax bracket. The tax-equivalent
yield for each tax-free Fund named below is computed by dividing that portion of
such Fund's yield (computed as described above) that is tax-exempt by one minus
the stated federal or combined federal/state income tax rate, and adding the
resulting number to that portion, if any, of such Fund's yield that is not tax
exempt. The combined federal/state income tax rates take into account the
deductibility of state income taxes in calculating federal tax rates.

         CERTAIN PERFORMANCE COMPARISONS. In addition to advertising total
return and yield, comparative performance information may be used from time to
time in advertising the Fund's shares, including data from Lipper, Inc.
("Lipper"), Morningstar, other industry publications and other entities or
organizations which track the performance of investment companies. The
performance of the Fund may be compared to that of its unmanaged benchmark index
and to the performance of similar funds as reported by Lipper or such other
database services.

         HISTORICAL DISTRIBUTION RATES. The Fund's historical annualized
distribution rates are computed by dividing the income dividends of the Fund for
a stated period by the maximum offering price on the last day of such period.

         ANNUALIZED CURRENT DISTRIBUTION RATES. The Fund's annualized current
distribution rates are computed by dividing the Fund's income dividends for a
specified month by the number of days in that month and multiplying by 365, and
dividing the resulting figure by the maximum offering price on the last day of
the specified period.

         TAX EQUIVALENT DISTRIBUTION RATES. The tax equivalent distribution rate
for the Fund is computed by dividing that portion of the Fund's annualized
current distribution rate (computed as described above) which is tax-exempt by
one minus the stated federal or combined federal/state income tax rate, and
adding the resulting figure to that portion, if any, of the annualized current
distribution rate which is not tax-exempt.


                                    TAXATION

         The Fund intends to fulfill the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), as a regulated
investment company. If so qualified, the Fund will not be liable for federal
income taxes to the extent it distributes its taxable income to its
shareholders.

         If the Fund disposes of a municipal obligation that it acquired after
April 30, 1993 at a market discount, it must recognize any gain it realizes on
the disposition as ordinary income (and not as capital gain) to the extent of
the accrued market discount.

         Some of the investment practices that may be employed by the Fund will
be subject to special provisions that, among other things, may defer the use of
certain losses of the Fund, affect the holding period of the securities held by
the Fund and affect the character of the gains or losses realized. These
provisions may also require the Fund to mark-to-market some of the positions in
their respective portfolios (i.e., treat them as closed out) or to accrue
original discount, both of which may cause the Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to satisfy
the distribution requirements for qualification as a regulated investment
company and for


                                       18
<PAGE>


avoiding income and excise taxes. Accordingly, in order to make the required
distributions, the Fund may be required to borrow or liquidate securities. The
Fund will monitor its transactions and may make certain elections in order to
mitigate the effect of these rules and prevent disqualification of the Fund as a
regulated investments company.

         It is expected that any net gain realized from the closing out of
futures contracts, options, or forward currency contracts will be considered
gain from the sale of securities or currencies and therefore qualifying income
for purposes of the 90% of gross income from qualified sources requirement, as
discussed above.

         Any loss on the sale or exchange of shares of the Fund generally will
be disallowed to the extent that a shareholder acquires or contracts to acquire
shares of the Fund within 30 days before or after such sale or exchange.
Furthermore, if Fund shares with respect to which a long-term capital gain
distribution has been made are held for less than six months, any loss on the
sale of exchange of such shares will be treated as a long-term capital loss to
the extent of such long-term capital gain distribution. Furthermore, if a
shareholder of the Fund receives an exempt-interest dividend and then disposes
of his or her shares in the Fund within six months after acquiring them, any
loss on the sale or exchange of such shares will be disallowed to the extent of
the exempt-interest dividend.

         For federal tax purposes, if a shareholder exchanges shares of the Fund
for shares of any other FAIF Fund pursuant to the exchange privilege (see
"Managing Your Investment -- Exchanging Shares" in the Prospectuses), such
exchange will be considered a taxable sale of the shares being exchanged.
Furthermore, if a shareholder of Class A or Class C shares carries out the
exchange within 90 days of purchasing shares in a fund on which he or she has
incurred a sales charge, the sales charge cannot be taken into account in
determining the shareholder's gain or loss on the sale of those shares to the
extent that the sales charge that would have been applicable to the purchase of
the later-acquired shares in the other fund is reduced because of the exchange
privilege. However, the amount of any sales charge that may not be taken into
account in determining the shareholder's gain or loss on the sale of the
first-acquired shares may be taken into account in determining gain or loss on
the eventual sale or exchange of the later-acquired shares.

         Pursuant to the Code, distributions of net investment income by the
Fund to a shareholder who is a foreign shareholder (as defined below) will be
subject to U.S. withholding tax (at a rate of 30% or lower treaty rate).
Withholding will not apply if a dividend paid by the Fund to a foreign
shareholder is "effectively connected" with a U.S. trade or business of such
shareholder, in which case the reporting and withholding requirements applicable
to U.S. citizens or domestic corporations will apply. Distributions of net
long-term capital gains are not subject to tax withholding but, in the case of a
foreign shareholder who is a nonresident alien individual, such distributions
ordinarily will be subject to U.S. income tax at a rate of 30% if the individual
is physically present in the U.S. for more than 182 days during the taxable
year. The Fund will report annually to its shareholders the amount of any
withholding.

         A foreign shareholder is any person who is not (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
organized in the United States or under the laws of the Untied States or a
political subdivision thereof, (iii) an estate whose income is includible in
gross income for U.S. federal income tax purposes of (iv) a trust whose
administration is subject to the primary supervision of the U.S. court and which
has one or more U.S. fiduciaries who have authority to control all substantial
decisions of the trust.

         The foregoing relates only to federal income taxation and is a general
summary of the federal tax law in effect as of the date of this Statement of
Additional Information.


                             REDUCING SALES CHARGES

CLASS A SALES CHARGE

         The sales charge can be reduced on the purchase of Class A Shares
through (i) quantity discounts and accumulated purchases, or (ii) signing a
13-month letter of intent.

         QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES: The Fund will combine
purchases made by an investor, the investor's spouse, and the investor's
children under age 21 when it calculates the sales charge. In addition, the
sales charge, if applicable, is reduced for purchases made at one time by a
trustee or fiduciary for a single trust estate or a single fiduciary account.


                                       19
<PAGE>


         For the Fund, the sales charge discount will be determined by adding
(i) the purchase price (including sales charge) of the Fund shares that are
being purchased, plus (ii) the purchase price of the Class A shares of any other
First American fund (other than a money market fund) that you are concurrently
purchasing, plus (iii) the higher of the current net asset value or the original
purchase price of Class A shares of the Fund or any other First American fund
(other than a money market fund) that your already own. In order for an investor
to receive the sales charge reduction on Class A Shares, the Fund must be
notified by the investor in writing or by his or her financial institution at
the time the purchase is made that Fund shares are already owned or that
purchases are being combined.

         LETTER OF INTENT: If an investor intends to purchase, in the aggregate,
at least $50,000 of Class A shares in the Fund and other First American funds
(other than money market funds), over the next 13 months, the sales charge may
be reduced by signing a letter of intent to that effect. This letter of intent
includes a provision for a sales charge adjustment depending on the amount
actually purchased within the 13-month period and a provision for the Funds'
custodian to hold a percentage equal to the Funds' maximum sales charge rate of
the total amount intended to be purchased in escrow (in shares) until the
purchase is completed.

         The amount held in escrow for all FAIF Funds will be applied to the
investor's account at the end of the 13-month period after deduction of the
sales load applicable to the dollar value of shares actually purchased. In this
event, an appropriate number of escrowed shares may be redeemed in order to
realize the difference in the sales charge.

         A letter of intent will not obligate the investor to purchase shares,
but if he or she does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. This letter may
be dated as of a prior date to include any purchases made within the past 90
days.

SALES OF CLASS A SHARES AT NET ASSET VALUE

         Purchases of the Fund's Class A Shares by the Advisor, Marvin & Palmer
Associates, Inc. (Sub-Advisor of First American Emerging Markets Fund and First
American International Fund), Federated Global Management Corp. (Sub-Advisors of
First American Strategic Income Fund), or any of their affiliates, or any of
their or FAIF's officers, directors, employees, retirees, sales representatives
and partners, registered representatives of any broker-dealer authorized to sell
Fund shares, and full-time employees of FAIF's general counsel, and members of
their immediate families (i.e., parent, child, spouse, sibling, step or adopted
relationships, and UTMA accounts naming qualifying persons), may be made at net
asset value without a sales charge. A Fund's Class A Shares also may be
purchased at net asset value without a sales charge by fee-based registered
investment advisors, financial planners and registered broker-dealers who are
purchasing shares on behalf of their customers and by purchasers through
"one-stop" mutual fund networks through which the Funds are made available. In
addition, Class A Shares may be purchased at net asset value without a sales
charge by investors participating in asset allocation "wrap" accounts offered by
the Advisor or any of its affiliates, and by retirement and deferred
compensation plans and the trusts used to fund such plans (including, but not
limited to, those defined in Sections 401(k), 403(b) and 457 of the Internal
Revenue Code and "rabbi trusts"), which plans and trusts purchase through
"one-stop" mutual fund networks. No commission is paid in connection with net
asset value purchases of Class A Shares made pursuant to this paragraph.

         Class A Shares may also be purchased without a sales charge by 401(k),
403(b) and 457 plans, and Profit sharing and Pension plans, which have 200 or
more eligible participants. Your representative must notify the Fund if your
retirement/deferred compensation plan is eligible for the sales load waiver. A
contingent deferred sales charge of 1.00% will be imposed if all shares are
redeemed within 18 months of purchase. Securities firms, financial institutions
and other industry professionals that enter into sales agreements with the
Fund's distributor to perform share distribution services may receive a
commission on such sales of the Fund equal to 1.00% of the first $3 million,
0.75% of shares purchased in excess of $3 million up to $5 million, and 0.50% of
shares purchased in excess of $5 million.

         In addition, Class A Shares may be purchased without a sales charge by
bundled retirement plans and Simple IRA plans sponsored by U.S. Bank and sold by
an affiliate, and SEP IRA plans sold by an affiliate.

         If Class A Shares of the Fund have been redeemed, the shareholder has a
one-time right, within 180 days, to reinvest the redemption proceeds in Class A
Shares of any First American fund at the next-determined net asset value without
any sales charge. The Fund must be notified by the shareholder in writing or by
his or her financial institution


                                       20
<PAGE>


of the reinvestment in order to eliminate a sales charge. If the shareholder
redeems his or her shares of the Fund, there may be tax consequences.


                   ADDITIONAL INFORMATION ABOUT SELLING SHARES

BY TELEPHONE

         A shareholder may redeem shares of the Fund, if he or she elects the
privilege on the initial shareholder application, by calling his or her
financial institution to request the redemption. Shares will be redeemed at the
net asset value next determined after the Fund receives the redemption request
from the financial institution (less the amount of any applicable contingent
deferred sales charge). Redemption requests must be received by the financial
institution by the time specified by the institution in order for shares to be
redeemed at that day's net asset value, and redemption requests must be
transmitted to and received by the Fund as of the close of regular trading on
the New York Stock Exchange (usually by 3:00 p.m. Central time) in order for
shares to be redeemed at that day's net asset value unless the financial
institution has been authorized to accept redemption requests on behalf of the
Fund. Pursuant to instructions received from the financial institution,
redemptions will be made by check or by wire transfer. It is the financial
institution's responsibility to transmit redemption requests promptly. Certain
financial institutions are authorized to act as the Fund's agent for the purpose
of accepting redemption requests, and the Fund will be deemed to have received a
redemption request upon receipt of the request by the financial institution.

         Shareholders who did not purchase their shares of the Fund through a
financial institution may redeem their shares by telephoning Investor Services
at 1-800-637-2548. At the shareholder's request, redemption proceeds will be
paid by check mailed to the shareholder's address of record or wire transferred
to the shareholder's account at a domestic commercial bank that is a member of
the Federal Reserve System, normally within one business day, but in no event
more than seven days after the request. Wire instructions must be previously
established on the account or provided in writing. The minimum amount for a wire
transfer is $1,000. If at any time the Fund determines it necessary to terminate
or modify this method of redemption, shareholders will be promptly notified. The
Fund may limit telephone redemption requests to $50,000 per day.

         In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming shares by telephone. If this should occur,
another method of redemption should be considered. Neither the Administrator nor
the Fund will be responsible for any loss, liability, cost or expense for acting
upon wire transfer instructions or telephone instructions that it reasonably
believes to be genuine. The Administrator and the Fund will each employ
reasonable procedures to confirm that instructions communicated are genuine.
These procedures may include taping of telephone conversations. To ensure
authenticity of redemption or exchange instructions received by telephone, the
Administrator examines each shareholder request by verifying the account number
and/or tax identification number at the time such request is made. The
Administrator subsequently sends confirmation of both exchange sales and
exchange purchases to the shareholder for verification. If reasonable procedures
are not employed, the Administrator and the Fund may be liable for any losses
due to unauthorized or fraudulent telephone transactions.

BY MAIL

         Any shareholder may redeem Fund shares by sending a written request to
the Administrator, shareholder servicing agent, or financial institution. The
written request should include the shareholder's name, the Fund name, the
account number, and the share or dollar amount requested to be redeemed, and
should be signed exactly as the shares are registered. Shareholders should call
the Fund, shareholder servicing agent or financial institution for assistance in
redeeming by mail. Unless another form of payment is requested, a check for
redemption proceeds normally is mailed within three days, but in no event more
than seven days, after receipt of a proper written redemption request.

         Shareholders requesting a redemption of $50,000 or more, a redemption
of any amount to be sent to an address other than that on record with the Fund,
or a redemption payable other than to the shareholder of record, must have
signatures on written redemption requests guaranteed by:

         *        a trust company or commercial bank the deposits of which are
                  insured by the Bank Insurance Fund, which is administered by
                  the Federal Deposit Insurance Corporation ("FDIC");


                                       21
<PAGE>


         *        a member firm of the New York, American, Boston, Midwest, or
                  Pacific Stock Exchanges or of the National Association of
                  Securities Dealers;

         *        a savings bank or savings and loan association the deposits of
                  which are insured by the Savings Association;

         *        any other "eligible guarantor institution," as defined in the
                  Securities Exchange Act of 1934.

         The Fund does not accept signatures guaranteed by a notary public.

         The Fund and the Administrator have adopted standards for accepting
signatures from the above institutions. The Fund may elect in the future to
limit eligible signature guarantees to institutions that are members of a
signature guarantee program. The Fund and the Administrator reserve the right to
amend these standards at any time without notice.

REDEMPTIONS BEFORE PURCHASE INSTRUMENTS CLEAR

         When shares are purchased by check or with funds transmitted through
the Automated Clearing House, the proceeds of redemptions of those shares are
not available until the Administrator is reasonably certain that the purchase
payment has cleared, which could take up to fifteen calendar days from the
purchase date.


                                     RATINGS

         A rating of a rating service represents that service's opinion as to
the credit quality of the rated security. However, such ratings are general and
cannot be considered absolute standards of quality or guarantees as to the
creditworthiness of an issuer. A rating is not a recommendation to purchase,
sell or hold a security, because it does not take into account market value or
suitability for a particular investor. Markets values of debt securities may
change as a result of a variety of factors unrelated to credit quality,
including changes in market interest rates.

         When a security has been rated by more than one service, the ratings
may not coincide, and each rating should be evaluated independently. Ratings are
based on current information furnished by the issuer or obtained by the rating
services from other sources which they consider reliable. Ratings may be
changed, suspended or withdrawn as a result of changes in or unavailability of
such information, or for other reasons. In general, the Funds are not required
to dispose of a security if its rating declines after it is purchased, although
they may consider doing so.

RATINGS OF CORPORATE DEBT OBLIGATIONS AND MUNICIPAL BONDS

         STANDARD & POOR'S

         AAA: Securities rated AAA have the highest rating assigned by Standard
         & Poor's to a debt obligation. Capacity to pay interest and repay
         principal is extremely strong.

         AA: Securities rated AA have a very strong capacity to pay interest and
         repay principal and differ from the highest rated issues only to a
         small degree.

         A: Securities rated A have a strong capacity to pay interest and repay
         principal, although they are somewhat more susceptible to adverse
         effects of changes in circumstances and economic conditions than bonds
         in higher rated categories.

         BBB: Securities rated BBB are regarded as having an adequate capacity
         to pay interest and repay principal. Although such securities normally
         exhibit adequate protection standards, adverse economic conditions or
         changing circumstances are more likely to lead to a weakened capacity
         to pay interest and repay principal for securities in this category
         than for those in higher rated categories.


                                       22
<PAGE>


Debt rated BB, B, CCC, CC, and C by Standard & Poor's is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.

         BB: Securities rated BB have less near-term vulnerability to default
         than other speculative issues. However, they face major ongoing
         uncertainties or exposure to adverse business, financial, or economic
         conditions which could lead to inadequate capacity to meet timely
         interest and principal payments. The BB rating category is also used
         for debt subordinated to senior debt that is assigned an actual or
         implied BBB- rating.

         B: Securities rated B have a greater vulnerability to default but
         currently have the capacity to meet interest payments and principal
         repayments. Adverse business, financial, or economic conditions will
         likely impair capacity or willingness to pay interest and repay
         principal. The B rating category is also used for debt subordinated to
         senior debt that is assigned an actual or implied BB or BB-rating.

         CCC: Securities rated CCC have a currently identifiable vulnerability
         to default, and are dependent upon favorable business, financial, and
         economic conditions to meet timely payment of interest and repayment of
         principal. In the event of adverse business, financial, or economic
         conditions, they are not likely to have the capacity to pay interest
         and repay principal. The CCC rating category is also used for debt
         subordinated to senior debt that is assigned an actual or implied B or
         B-rating.

The ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.
Securities rated SD or D are in selective default or default, respectively. Such
a rating is assigned when an obligor has failed to pay one or more of its
financial obligations (rated or unrated) when it came due.

         MOODY'S

         Aaa: Securities which are rated Aaa are judged to be of the best
         quality. They carry the smallest degree of investment risk and are
         generally referred to as "gilt edge." Interest payments are protected
         by a large or exceptionally stable margin and principal is secure.
         While the various protective elements are likely to change, such
         changes as can be visualized are most unlikely to impair the
         fundamentally strong position of such issues.

         Aa: Securities which are rated Aa are judged to be of high quality by
         all standards. Together with the Aaa group, they comprise what are
         generally known as high grade securities. They are rated lower than the
         best securities because margins of protection may not be as large as in
         Aaa securities, or fluctuation of protective elements may be of greater
         magnitude, or there may be other elements present which make the
         long-term risks appear somewhat greater than in Aaa securities.

         A: Securities which are rated A possess many favorable investment
         attributes and are to be considered as upper medium grade obligations.
         Factors giving security to principal and interest are considered
         adequate, but elements may be present which suggest a susceptibility to
         impairment sometime in the future.

         Baa: Securities which are rated Baa are considered as medium grade
         obligations, being neither highly protected nor poorly secured.
         Interest payments and principal security appear adequate for the
         present, but certain protective elements may be lacking or may be
         characteristically unreliable over any great length of time. Such
         securities lack outstanding investment characteristics, and in fact
         have some speculative characteristics.

         Ba: An issue which is rated Ba is judged to have speculative elements;
         its future cannot be considered as well assured. Often the protection
         of interest and principal payments may be very moderate and thereby not
         well safeguarded during both good and bad times over he future.
         Uncertainty of position characterizes issues in this class.


                                       23
<PAGE>


         B: An issue which is rated B generally lacks characteristics of the
         desirable investment. Assurance of interest and principal payments or
         of maintenance of other terms of the contract over any long period of
         time may be small.

         Caa: An issue which is rated Caa is of poor standing. Such an issue may
         be in default or there may be present elements of danger with respect
         to principal or interest.

Those securities in the Aa, A and Baa groups which Moody's believes possess the
strongest investment attributes are designated by the symbols Aa-1, A-1 and
Baa-1. Other Aa, A and Baa securities comprise the balance of their respective
groups. These rankings (1) designate the securities which offer the maximum in
security within their quality, (2) designate securities which can be bought for
possible upgrading in quality, and (3) afford the investor an opportunity to
gauge more precisely the relative attractiveness of offerings in the
marketplace.

RATINGS OF MUNICIPAL NOTES

         STANDARD & POOR'S

         SP-1: Very strong capacity to pay principal and interest. Those issues
         determined to possess overwhelming safety characteristics are given a
         plus (+) designation.

         SP-2: Satisfactory capacity to pay principal and interest.

         SP-3: Speculative capacity to pay principal and interest.

The Fund will not purchase SP-3 municipal notes.

         MOODY'S. Generally, Moody's ratings for state and municipal short-term
obligations are designated Moody's Investment Grade ("MIG"); however, where an
issue has a demand feature which makes the issue a variable rate demand
obligation, the applicable Moody's rating is "VMIG."

         MIG 1/VMIG 1: This designation denotes the best quality. There is
         strong protection by established cash flows, superior liquidity support
         or demonstrated broad-based access to the market for refinancing.

         MIG 2/VMIG 2: This designation denotes high quality, with margins of
         protection ample although not so large as available in the preceding
         group.

         MIG 3/VMIG 3: This designation denotes favorable quality, with all
         security elements accounted for, but lacking the strength of the
         preceding grades. Liquidity and cash flow protection may be narrow and
         market access for refinancing is likely to be less well established.

The Fund will not purchase MIG 3/VMIG 3 municipal notes.

RATINGS OF COMMERCIAL PAPER

         STANDARD & POOR'S. Commercial paper ratings are graded into four
categories, ranging from "A" for the highest quality obligations to "D" for the
lowest. Issues assigned the A rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designation 1, 2 and 3 to indicate the relative degree of safety. The "A-1"
designation indicates that the degree of safety regarding timely payment is very
strong. Those issues determined to possess overwhelming safety characteristics
will be denoted with a plus (+) symbol designation. None of the Funds will
purchase commercial paper rated A-3 or lower.

         MOODY'S. Moody's commercial paper ratings are opinions as to the
ability of the issuers to timely repay promissory obligations not having an
original maturity in excess of nine months. Moody's makes no representation that
such obligations are exempt from registration under the Securities Act of 1933,
and it does not represent that any specific instrument is a valid obligation of
a rated issuer or issued in conformity with any applicable law. Moody's


                                       24
<PAGE>


employs the following three designations, all judged to be investment grade, to
indicate the relative repayment capacity of rated issuers:

         PRIME-1: Superior capacity for repayment.

         PRIME-2: Strong capacity for repayment.

         PRIME-3: Acceptable capacity for repayment.

The Fund will not purchase Prime-3 commercial paper.


                                       25
<PAGE>


                      FIRST AMERICAN INVESTMENT FUNDS, INC.
                           PART C -- OTHER INFORMATION

ITEM 23. EXHIBITS

         (a)(1)   Amended and Restated Articles of Incorporation, as amended
                  through April 2, 1998 (Incorporated by reference to Exhibit
                  (1) to Post-Effective Amendment No. 36, Filed on April 15,
                  1998 (File Nos. 33-16905, 811-05309)).

*        (a)(2)   Articles Supplementary, designating new Series.

*        (b)      Bylaws, as amended through February 28, 2001.

         (c)      Not applicable.

         (d)(1)   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, Filed on
                  May 15, 1995 (File Nos. 33-16905, 811-05309)).

*        (d)(2)   Amendment No. 11 to Investment Advisory Agreement.

*        (d)(3)   Amendment No. 12 to Investment Advisory Agreement.

*        (d)(4)   Supplement to Advisory Agreement Relating to International
                  Fund dated December 31, 1993.

*        (d)(5)   Supplement to Advisory Agreement Relating to Emerging Markets
                  Fund dated July 23, 1998.

*        (d)(6)   Supplement to Advisory Agreement Relating to Strategic Income
                  Fund dated July 24, 1998.

         (d)(7)   Sub-Advisory Agreement dated March 28, 1994, between First
                  Bank National Association and Marvin & Palmer Associates,
                  Inc., with respect to International Fund (Incorporated by
                  reference to Exhibit 5(b) to Post-Effective Amendment No. 21,
                  Filed on May 15, 1995 (File Nos. 33-16905, 811-05309)).

         (d)(8)   Sub-Advisory Agreement dated July 23, 1998, between U.S. Bank
                  National Association and Marvin & Palmer Associates, Inc.,
                  with respect to Emerging Markets Fund (Incorporated by
                  reference to Exhibit 5(f) to Post-Effective Amendment No. 39,
                  Filed on July 31, 1998 (File Nos. 33-16905, 811-05309)).

         (d)(9)   Sub-Advisory Agreement dated July 24, 1998, between U.S. Bank
                  National Association and Federated Global Research Corp., with
                  respect to Strategic Income Fund (Incorporated by reference to
                  Exhibit 5(g) to Post-Effective Amendment No. 39, Filed on July
                  31, 1998 (File Nos. 33-16905, 811-05309)).

         (d)(10)  Amendment No. 1 to Sub-Advisory Agreement dated December 31,
                  1997 between Bank National Association and Marvin & Palmer
                  Associates, Inc., with respect to International Fund
                  (Incorporated by reference to Exhibit 5(d) to Post-

<PAGE>


                  Effective Amendment No. 34, Filed on February 2, 1998 (File
                  Nos. 33-16905, 811-05309)).

         (e)(1)   Distribution Agreement [Class A and Class Y 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, Filed on May 15, 1995
                  (File Nos. 33-16905, 811-05309)).

*        (e)(2)   Amendment No. 1 to the Distribution Agreement dated October
                  16, 1998.

         (e)(3)   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, Filed on
                  May 15, 1995 (File Nos. 33-16905, 811-05309)).

         (e)(3)   Distribution and Service Agreement [Class C] dated December 9,
                  1998, between Registrant and SEI Investments Distribution Co.
                  (Incorporated by reference to Exhibit (e)(3) to Post-Effective
                  Amendment No. 42, Filed on February 1, 1999 (File Nos.
                  33-16905, 811-05309)).

*        (e)(4)   Form of Dealer Agreement.

*        (f)      Deferred Compensation Plan for Directors Trust Agreement dated
                  January 1, 2000.

         (g)(1)   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 (File Nos.
                  33-16905, 811-05309)).

         (g)(2)   Supplement dated March 15, 1994, to Custodian Agreement dated
                  September 20, 1993 (File Nos. 33-16905, 811-05309).

         (g)(3)   Further Supplement dated November 21, 1997, with respect to
                  International Index Fund, and July 23, 1998, with respect to
                  Strategic Income Fund and Emerging Markets Fund, to Custodian
                  Agreement dated September 20, 1993 (Incorporated by reference
                  to Exhibit 8(c) to Post-Effective Amendment No. 39, Filed on
                  July 31, 1998 (File Nos. 33-16905, 811-05309)).

*                 (g)(4) Compensation Agreement dated February 25, 2000,
                  pursuant to Custodian Agreement dated September 20, 1993, as
                  amended.

         (g)(5)   Assignment of Custodian Agreements and Security Lending Agency
                  Agreement to U.S. Bank National Association, dated May 1, 1998
                  (Incorporated by reference to Exhibit (g)(5) to Post-Effective
                  Amendment No. 41, Filed on December 2, 1998 (File Nos.
                  33-16905, 811-05309)).

         (g)(6)   Further Supplement to Custodian Agreement dated December 8,
                  1999 (Incorporated by reference to Exhibit (g)(6) to
                  Post-Effective Amendment No. 44, Filed on January 28, 2000
                  (File Nos. 33-16905, 811-05309)).

<PAGE>


*        (g)(7)   Further Supplement to Custodian Agreement dated February 28,
                  2001.

         (h)(1)   Administration Agreement dated January 1, 2000, by and between
                  U.S. Bank National Association and First American Investment
                  Funds, Inc. (Incorporated by reference to Exhibit (h)(1)) to
                  Post-Effective Amendment No. 44, Filed on January 28, 2000
                  (File Nos. 33-16905, 811-05309)).

         (i)(1)   Opinion and Consent of D'Ancona & Pflaum dated November 10,
                  1987 (Incorporated by reference to Exhibit (10)(a) to
                  Post-Effective Amendment No. 21, Filed on May 15, 1995 (File
                  Nos. 33-16905, 811-05309)).

         (i)(2)   Opinion and Consent of Dorsey & Whitney (Incorporated by
                  reference to Exhibit (10)(a) to Post-Effective Amendment No.
                  15 (File Nos. 33-16905, 811-05309)).

         (i)(3)   Opinion and Consent of Dorsey & Whitney, LLP with respect to
                  Strategic Income Fund, Class HH, dated July 24, 1998
                  (Incorporated by reference to Exhibit (10)(c) to
                  Post-Effective Amendment No. 38, Filed on July 24, 1998 (File
                  Nos. 33-16905, 811-05309)).

         (i)(4)   Opinion and Consent of Dorsey & Whitney, LLP with respect to
                  Adjustable Rate Mortgage Securities Fund (Class CC), Tax Free
                  Fund (Class DD), Minnesota Tax Free Fund (Class EE), Mid Cap
                  Growth Fund (Class FF) and Emerging Markets Fund (Class GG),
                  dated July 31, 1998 (Incorporated by reference to Exhibit
                  10(d) to Post-Effective Amendment No. 39, Filed on July 31,
                  1998 (File Nos. 33-16905, 811-05309)).

         (i)(5)   Opinion and Consent of Dorsey & Whitney, LLP with respect to
                  Arizona Tax Free Fund (II), California Tax Free Fund (JJ),
                  Colorado Tax Free Fund (KK) and Corporate Bond Fund (LL)
                  (Incorporated by reference to Exhibit (I)(5) to Post-Effective
                  Amendment No. 44, Filed on January 28, 2000 (File Nos.
                  33-16905, 811-05309)).

*                 (i)(6) Opinion and Consent of Dorsey & Whitney, LLP with
                  respect to High Yield Bond Fund (MM) and Nebraska Tax Free
                  Fund (NN).

         (j)(1)   Opinion and Consent of Dorsey & Whitney, dated November 25,
                  1991 (Incorporated by reference to Exhibit (11)(b) to
                  Post-Effective Amendment No. 21, Filed on May 15, 1995 (File
                  Nos. 33-16905, 811-05309)).

         (j)(2)   Consent of KPMG Peat Marwick LLP (Incorporated by reference to
                  Exhibit (j)(3) to Post-Effective Amendment No. 44 on January
                  28, 2000 (File No. 33-16905, 811-0530).

         (k)      Not applicable.

         (L)      Not applicable.

*        (m)(1)   Distribution Plan [Class A], Retail Class.

<PAGE>


         (m)(2)   Distribution Plan [Class B] Contingent Deferred Sales Change
                  Class. (Incorporated by reference to Exhibit 15(b) to
                  Post-Effective Amendment No. 21, Filed on May 15, 1995 (File
                  Nos. 33-16905, 811-05309)).

         (m)(3)   Service Plan [Class B] (Incorporated by reference to Exhibit
                  (15)(c) to Post-Effective Amendment No. 21, Filed on May 15,
                  1995 (File Nos. 33-16905, 811-05309)).

         (m)(4)   Distribution Plan [Class C] Level-Load Class (Incorporated by
                  reference to Exhibit (m)(4) to Post-Effective Amendment No.
                  42, Filed on February 1, 1999 (File Nos. 33-16905,
                  811-05309)).

         (m)(5)   Service Plan [Class C] (Incorporated by reference to Exhibit
                  (m)(5) to Post-Effective Amendment No. 42, Filed on February
                  1, 1999 (File Nos. 33-16905, 811-05309)).

*        (n)(1)   Multiple Class Plan Pursuant to Rule 18f-3, dated June 14,
                  1995, as amended February 2001.

         (o)      Reserved.

*        (p)(1)   First American Funds Code of Ethics.

*        (p)(2)   First American Asset Management Code of Ethics.

*        (p)(3)   Marvin & Palmer Associates, Inc. Code of Ethics.

*        (p)(4)   Federated Investors, Inc. Code of Ethics.

*        (p)(5)   SEI Investments Company Code of Ethics.

     * To be filed by amendment.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

         Not applicable.

ITEM 25. INDEMNIFICATION

         The first four paragraphs of Item 27 of Part C of Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form N-1A, dated
November 27, 1987, are incorporated herein by reference.

         On February 18, 1988 the indemnification provisions of the Maryland
General Corporation Law (the "Law") were amended to permit, among other things,
corporations to indemnify directors and officers unless it is proved that the
individual (1) acted in bad faith or with active and deliberate dishonesty, (2)
actually received an improper personal benefit in money, property or services,
or (3) in the case of a criminal proceeding, had reasonable cause to believe
that his act or omission was unlawful. The Law was also amended to permit
corporations

<PAGE>


to indemnify directors and officers for amounts paid in settlement of
stockholders' derivative suits.

         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 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.

         The Registrant maintains officers' and directors' liability insurance
providing coverage, with certain exceptions, for acts and omissions in the
course of the covered persons' duties as officers and directors.

ITEM 26. 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. This information is as of September 30, 2000.

<TABLE>
<CAPTION>
                                                                             OTHER POSITIONS AND OFFICES
                                                                             ---------------------------
NAME                             POSITIONS AND OFFICES WITH U.S. BANK        AND PRINCIPAL BUSINESS ADDRESS
----                             ------------------------------------        ------------------------------
<S>                              <C>                                         <C>
John F. Grundhofer               Chairman and                                Chairman and
                                 Chief Executive Officer                     Chief Executive Officer of
                                                                             U.S. Bancorp(1)

Philip G. Heasley                Director, President and Chief Operating     President and Chief Operating
                                 Officer                                     Officer of U.S. Bancorp(1)

Andrew J. Cecere                 Director and Vice Chairman of U.S. Bank     Chief Financial Officer of
                                                                             U.S. Bancorp
                                                                             Commercial Services(1)

<PAGE>


Andrew S. Duff                   Vice Chairman of U.S. Bank                  Wealth Management and Capital
                                                                             Markets(2)

Daniel J. Frate                  Vice Chairman of U.S. Bank                  President of Payment Systems

J. Robert Hoffmann               Director, Executive Vice President          Executive Vice President
                                 and Chief Credit Officer                    and Chief Credit Officer of
                                                                             U.S. Bancorp(1)

Peter G. Michielutti             Executive Vice President of U.S. Bank       Information Services(3)

Lee R. Mitau                     Director, Executive Vice President -        Executive Vice President -
                                 Corporate Development,                      Corporate Development,
                                 General Counsel and Secretary               General Counsel and Secretary
                                                                             of U.S. Bancorp(1)

Daniel M. Quinn                  Vice Chairman of U.S. Bank                  Commercial Banking(4)

Peter E. Raskind                 Director and Vice Chairman of U.S. Bank     Branch and Telephone Banking(1)


Daniel C. Rohr                   Vice Chairman of U.S. Bank                  Corporate Banking(1)


Robert H. Sayre                  Executive Vice President                    Executive Vice President of
                                 Human Resources                             U.S. Bancorp
                                                                             Human Resources(1)

Daniel W. Yohannes               Vice Chairman of U.S. Bank                  Consumer Banking(5)
</TABLE>

---------------------------
(1)      601 Second Avenue South, Minneapolis, MN 55402
(2)      800 Nicollet Mall, Minneapolis, MN 55402
(3)      2751 Shepard Road, St. Paul, MN 55116
(4)      918 17th Street, Denver, CO 80202
(5)      950 17th Street, Denver, CO 80202

ITEM 27. PRINCIPAL UNDERWRITERS:

                  (a) State the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing the
Registrant's securities also acts as a principal underwriter, distributor or
investment adviser:

         Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor") acts as distributor for SEI Daily Income Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Institutional Managed Trust,
SEI Institutional International Trust, The Advisors' Inner Circle Fund, The
Pillar Funds, CUFUND, STI Classic Funds, First American Funds, Inc., First
American Investment Funds, Inc., The Arbor Fund, The PBHG Funds, Inc., The
Achievement Funds Trust, Bishop Street Funds, STI Classic Variable Trust, ARK
Funds, Huntington Funds, SEI Asset Allocation Trust, TIP Funds, SEI
Institutional Investments Trust, First American Strategy Funds, Inc., HighMark
Funds, Armada Funds, PBHG Insurance Series Fund, Inc., Expedition Funds, Alpha
Select Funds, Oak Associates Funds, The Nevis Funds, Inc., CNI

<PAGE>


Charter Funds, The Armada Advantage Funds, Amerindo Funds Inc., Huntington VA
Funds, Friends Ivory Funds, iShares Inc., SEI Insurance Products Trust, iShares
Trust, Pitcairn Funds, and First Omaha Funds, Inc. pursuant to distribution
agreements dated July 15, 1982, November 29, 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, November 1, 1992, November 1, 1992, January 28, 1993,
July 16, 1993, December 27, 1994, January 27, 1995, August 18, 1995, November 1,
1995, January 11, 1996, April 1, 1996, April 28, 1996, June 14, 1996, October 1,
1996, February 15, 1997, March 8, 1997, April 1, 1997, June 9, 1997, January 1,
1998, February 27, 1998, June 29, 1998, April 1, 1999, May 1, 1999, July 13,
1999, October 15, 1999, December 16, 1999, January 28, 2000, March 29, 2000,
April 25, 2000, August 1, 2000 and October 1, 2000, 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) Provide the information required by the following table for each
director, officer, or partner of each principal underwriter named in the
response to Item 20. Unless otherwise noted, the business address of each
director or officer is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

                                                                    POSITIONS
                              POSITIONS AND OFFICES                AND OFFICES
NAME                          WITH THE UNDERWRITER               WITH REGISTRANT
----                          --------------------               ---------------

Alfred P. West, Jr.           Director, Chairman                       --
                              of the Board of Directors
Richard B. Lieb               Director, Executive Vice President       --
Carmen V. Romeo               Director                                 --
Mark J. Held                  President & Chief Operating Officer      --
Dennis J. McGonigle           Executive Vice President                 --
Robert M. Silvestri           Chief Financial Officer & Treasurer      --
Todd Cipperman                Senior Vice President                    --
                              & General Counsel
Leo J. Dolan, Jr.             Senior Vice President                    --
Carl A. Guarino               Senior Vice President                    --
Jack May                      Senior Vice President                    --
Hartland J. McKeown           Senior Vice President                    --
Kevin P. Robins               Senior Vice President                    --
Patrick K. Walsh              Senior Vice President                    --
Wayne M. Withrow              Senior Vice President                    --
Robert Aller                  Vice President                           --
John D. Anderson              Vice President & Managing Director       --
Timothy D. Barto              Vice President & Assistant Secretary     --
Robert Crudup                 Vice President & Managing Director       --
Richard A. Deak               Vice President & Assistant Secretary     --
Scott W. Dellorfano           Vice President & Managing Director       --
Barbara Doyne                 Vice President                           --
Jeff Drennen                  Vice President                           --
Scott C. Fanatico             Vice President & Managing Director       --
Vic Galef                     Vice President & Managing Director       --

<PAGE>


Steven A. Gardner             Vice President & Managing Director       --
Lydia A. Gavalis              Vice President & Assistant Secretary     --
Greg Gettinger                Vice President & Assistant Secretary     --
Kathy Heilig                  Vice President                           --
Jeff Jacobs                   Vice President                           --
Samuel King                   Vice President                           --
John Kirk                     Vice President & Managing Director       --
Kim Kirk                      Vice President & Managing Director       --
John Krzeminski               Vice President & Managing Director       --
Alan H. Lauder                Vice President                           --
Paul Lonergan                 Vice President & Managing Director       --
Ellen Marquis                 Vice President                           --
Christine M. McCullough       Vice President & Assistant Secretary     --
Carolyn McLaurin              Vice President & Managing Director       --
Mark Nagle                    Vice President                           --
Joanne Nelson                 Vice President                           --
Cynthia M. Parrish            Vice President & Secretary               --
Rob Redican                   Vice President                           --
Maria Rinehart                Vice President                           --
Steve Smith                   Vice President                           --
Daniel Spaventa               Vice President                           --
Kathryn L. Stanton            Vice President                           --
Lori L. White                 Vice President & Assistant Secretary     --
William E. Zitelli, Jr.       Vice President & Assistant Secretary     --

ITEM 28. 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 29. MANAGEMENT SERVICES

         Not applicable.

ITEM 30. UNDERTAKINGS

         Not applicable.

<PAGE>


SIGNATURES

         As required by the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
under Rule 485(a) of the Securities Act of 1933, as amended, and has duly caused
this Post-Effective Amendment to its Registration Statement Nos. 33-16905 and
811-05309 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 15th day of
December, 2000.

                      FIRST AMERICAN INVESTMENT FUNDS, INC.

ATTEST: /s/ Jeffery M. Wilson                 By: /s/ Christopher J. Smith

        ---------------------                     ------------------------
        Jeffery M. Wilson                         Christopher J. Smith
        Senior Vice President                     Secretary

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ Jeffery M. Wilson                     Senior Vice President       **
----------------------------
Jeffery M. Wilson

         *                                Director                    **
----------------------------
John M. Murphy, Jr.

         *                                Director                    **
----------------------------
Robert J. Dayton

         *                                Director                    **
----------------------------
Andrew M. Hunter III

         *                                Director                    **
----------------------------
Leonard W. Kedrowski

         *                                Director                    **
----------------------------
Robert L. Spies

         *                                Director                    **
----------------------------
Joseph D. Strauss

         *                                Director                    **
----------------------------
Virginia L. Stringer

         *                                Director                    **
----------------------------
Roger A. Gibson

By: /s/ Christopher J. Smith
    ------------------------
    Christopher J. Smith
    Attorney-in-Fact

** December 15, 2000



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