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November 14, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: FINAL
Rule 24f-2 Notice for First American Mutual Funds
SEC File No.33-49087
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company
Act of 1940, you are hereby notified as follows:
(i) the fiscal year of the Trust for which this Notice is
filed is the year ended September 30, 1995.
(ii) the number of securities of the same class of the
Trust which had been registered under the Securities Act
of 1933 other than pursuant to Rule 24f-2 which remained
unsold at the beginning of such fiscal year was: 0. (1)
(iii) the number of securities of the Trust registered
during such fiscal year other than pursuant to Rule
24f-2 was: 0. (1)
(iv) the number of securities of the Trust sold during
such fiscal year was: 0. (1)
(v) the number of securities of the Trust sold during
such fiscal year in reliance upon registration pursuant to
Rule 24f-2 was: 0. (1)
This Notice is accompanied by an opinion of counsel as
to whether the securities, the registration of which this Notice
makes definite in number, were legally issued, fully paid
and non-assessable as required by paragraphs (b) (1) (v)
and (c), respectively, of Rule 24f-2.
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Securities and Exchange Commission
Page Two
November 14, 1995
*Pursuant to Rule 24f-2(c) the filing fee accompanying
this Notice was calculated as follows:
(a) actual aggregate sale price of
securities sold pursuant to
Rule 24f-2 during fiscal year
(paragraph (v) above):
$0 (1)
(b) reduced by the difference
between:
(1) the actual aggregate re-
demption price of
securities of the Trust
redeemed by the Trust
during such fiscal year;
$0 (1)
and
(2) the actual aggregate re-
demption price of such
redeemed securities
previously applied pursuant
to Rules 24e-2(a) and 24e-1
of the Act;
0 (1)
(c) net redemptions
$0 (1)
Fee calculated pursuant to Section 6(b) of
the Securities Act of 1933: $0 (1)
(1) All purchases, sales and registered shares for the Trust have been
reported on the Rule 24f-2 Notice for First American Investment Funds,
Inc. ( No. 33-16905), a registered investment company into which the
Trust was merged during the fiscal year ended September 30, 1995.
Very truly yours,
By: /s/Stephen G Meyer
Stephen G Meyer
Controller
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November 14, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
First American Mutual Funds, Inc. (the "Trust") is a trust
organized under the laws of the Commonwealth of Massachusetts.
The Trust is about to file a Final Rule 24f-2 Notice pursuant
to Rule 24f-2 under the Investment Company Act of 1940,
as amended, for the purpose of making definite the
number of shares of beneficial interest ("Shares") which
it has registered under the Securities Act of 1933, as
amended, and which it sold during its fiscal year ended
September 30, 1995.
As counsel to SEI Financial Services Company, I have
examined copies, either certified or otherwise proved
to be genuine, the Trust's Agreement and Declaration
of Trust, and By-Laws, as now in effect, the minutes of
meetings of its Trustees and other documents relating
to the Trust's organization and operation, as I have deemed
necessary in rendering this opinion. I have been advised
that during its fiscal year ended September 30, 1995, the
Trust was merged into the First American Investment Funds,
Inc. All purchases, sales and previously registered shares of the
Trust have been reported on the Rule 24f-2 Notice for the First
American Investment Funds, Inc.. Based upon the foregoing,
it is my opinion that:
1. The Trust is authorized to issue an
unlimited number of Shares, including those Shares
now issued and outstanding. Under Massachusetts law,
such Shares which were issued and subsequently were
redeemed by the Trust may be resold.
2. No Shares sold
during the Trust's fiscal year ended September 30, 1995, the
registration of which will be made definite by the filing of
the accompanying Rule 24f-2 Notice.
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Securities and Exchange Commission
Page Two
November 14, 1995
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. The Declaration of
Trust states that creditors of, contractors with and claimants against
the Trust shall look only to the assets of the Trust for payment. It
also requires that the notice of such disclaimer be given in each
contract or instrument made or issued by the officers or the Trustees
of the Trust on behalf of the Trust. The Declaration of Trust further
provides: (i) for indemnification out of Trust assets for all loss and
expense of any shareholder held personally liable for the obligations
of the Trust by virtue of ownership of Shares of the Trust; and (ii)
for the Trust to assume the defense of any claim against the shareholder
for any act or obligation of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust would be unable to meet its obligations.
I hereby consent to this opinion accompanying the Rule
24f-2 Notice which the Trust is about to file with the
Securities and Exchange Commission.
Very truly yours,
/s/ Kathryn L. Stanton
Kathryn L. Stanton, Esquire
