FIRST AMERICAN INVESTMENT FUNDS INC (Form: 485BPOS, Received: 02/27/2009 15:39:39)

1933 Act Registration No. 033-16905
1940 Act Registration No. 811-05309

As filed with the Securities and Exchange Commission on February 27, 2009

                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                          FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933            [X]
            Pre-Effective Amendment No. _____                      [ ]
            Post-Effective Amendment No. 95                        [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 95 [X]

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

800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)

(612) 303-7987
(Registrant's Telephone Number, including Area Code)

Richard J. Ertel
U.S. Bancorp Center
800 Nicollet Mall, BC-MN-H04N
Minneapolis, Minnesota 55402
(Name and Address of Agent for Service)

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

[X] 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 (date) pursuant to paragraph (a)(1) of Rule 485.

[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.

[ ] on (date)) pursuant to paragraph (a)(2) of Rule 485.

(FIRST AMERICAN FUNDS LOGO)

February 27, 2009        PROSPECTUS

                         First American Investment Funds, Inc.
                         ASSET CLASS - STOCK FUNDS

STOCK FUNDS

Class A, Class B, Class C, Class R, and Class Y Shares

EQUITY INCOME FUND

LARGE CAP GROWTH OPPORTUNITIES FUND

LARGE CAP SELECT FUND

LARGE CAP VALUE FUND

MID CAP GROWTH OPPORTUNITIES FUND

MID CAP VALUE FUND

SMALL CAP GROWTH OPPORTUNITIES FUND

SMALL CAP SELECT FUND

SMALL CAP VALUE FUND

REAL ESTATE SECURITIES FUND

GLOBAL INFRASTRUCTURE FUND

INTERNATIONAL FUND

INTERNATIONAL SELECT FUND

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the shares of these funds, or determined if the information in this prospectus is accurate or complete. Any statement to the contrary is a criminal offense.

TABLE OF
CONTENTS

FUND SUMMARIES
   Equity Income Fund                                                         2
   Large Cap Growth Opportunities Fund                                        5
   Large Cap Select Fund                                                      8
   Large Cap Value Fund                                                      11
   Mid Cap Growth Opportunities Fund                                         14
   Mid Cap Value Fund                                                        17
   Small Cap Growth Opportunities Fund                                       20
   Small Cap Select Fund                                                     23
   Small Cap Value Fund                                                      26
   Real Estate Securities Fund                                               29
   Global Infrastructure Fund                                                32
   International Fund                                                        35
   International Select Fund                                                 38
MORE ABOUT THE FUNDS
   Investment Strategies, Risks, and Other Investment Matters                41
POLICIES AND SERVICES
   Purchasing, Redeeming, and Exchanging Shares                              45
   Managing Your Investment                                                  55
ADDITIONAL INFORMATION
   Management                                                                57
   Financial Highlights                                                      62
FOR MORE INFORMATION                                                 Back Cover

Please find FIRST AMERICAN FUNDS' PRIVACY POLICY inside the back cover of this Prospectus.

Fund Summaries
Introduction

This section of the prospectus describes the objectives of the First American Stock Funds, summarizes the principal investment strategies used by each fund in trying to achieve its objective, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the funds.

AN INVESTMENT IN THE FUNDS 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.

THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION (SAI) DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES IN THE FUNDS, NOR SHALL ANY SUCH SHARES BE OFFERED OR SOLD TO ANY PERSON IN ANY JURISDICTION IN WHICH AN OFFER, SOLICITATION, PURCHASE, OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.

THE FUNDS MAY BE OFFERED ONLY TO PERSONS IN THE UNITED STATES. THIS PROSPECTUS SHOULD NOT BE CONSIDERED A SOLICITATION OR OFFERING OF FUND SHARES OUTSIDE THE UNITED STATES.

1
PROSPECTUS - First American Stock Funds

Fund Summaries
Equity Income Fund

OBJECTIVE

Equity Income Fund's objective is long-term growth of capital and income.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Equity Income Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in equity securities of companies which the fund's advisor believes are characterized by:
- the ability to pay above average dividends.
- the ability to finance expected growth.
- strong management.

The fund's advisor will generally sell a security if the security is no longer expected to meet the advisor's dividend or growth expectations or if a better alternative exists in the marketplace.

The fund will attempt to maintain a dividend that will grow quickly enough to keep pace with inflation. As a result, higher-yielding equity securities will generally represent the core holdings of the fund. However, the fund also may invest in lower-yielding, higher growth equity securities if the advisor believes they will help balance the portfolio. The fund's equity securities include common stocks and convertible preferred stocks, and corporate debt securities which are convertible into common stocks. All such equity securities will provide current income at the time of purchase.

The fund invests in convertible debt securities in pursuit of both long-term growth of capital and income. The securities' conversion features provide long- term growth potential, while interest payments on the securities provide income. The fund may invest in convertible debt securities without regard to their ratings, and therefore may hold convertible debt securities which are rated lower than investment grade.

The fund may utilize options, futures contracts, options on futures contracts, and foreign currency exchange contracts ("derivatives"). The fund may use these derivatives to manage market or business risk, enhance the fund's return, or hedge against adverse movements in currency exchange rates. The use of derivatives is speculative if the fund is primarily seeking to enhance return, rather than offset the risk of other positions. When the fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative's cost.

The fund may invest up to 15% of its total assets in non-dollar denominated equity securities of foreign issuers. In addition, the fund may invest up to 25% of its assets, collectively, in non-dollar denominated equity securities of foreign issuers and in dollar-denominated equity securities of foreign issuers that are either listed on a U.S. stock exchange or represented by depositary receipts that may or may not be sponsored by a domestic bank.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Credit Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- Interest Rate Risk
- International Investing Risk
- Non-Investment Grade Securities Risk
- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

2
PROSPECTUS - First American Stock Funds

Fund Summaries
Equity Income Fund CONTINUED

FUND PERFORMANCE

The following illustrations provide you with information on the fund's volatility and performance. Of course, the fund's past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future.

The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of the other share classes will differ due to their different expense structures. Sales charges are not reflected in the chart; if they were, returns would be lower.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class A shares, the table includes returns both before and after taxes. For Class B, Class C, Class R, and Class Y shares, the table only includes returns before taxes. After-tax returns for Class B, Class C, Class R, and Class Y shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

Prior to July 1, 2004, Class R shares were designated Class S shares, which had lower fees and expenses. The performance information in the table prior to July 1, 2004 is based on the performance of the Class S shares. If current fees and expenses had been in effect, performance would have been lower.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

  3.86%     12.28%     (4.37)%   (18.13)%    26.30%      8.88%      4.65%     19.62%      6.53%    (32.30)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  June 30, 2003          16.68%
Worst Quarter:
Quarter ended  December 31, 2008     (17.11)%

                                                                                                             Since         Since
AVERAGE ANNUAL TOTAL RETURNS                     Inception                                               Inception     Inception
AS OF 12/31/08                                        Date     One Year     Five Years     Ten Years     (Class C)     (Class R)
--------------------------------------------------------------------------------------------------------------------------------
Equity Income Fund
--------------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                   12/18/92     (36.01)%        (1.46)%       0.69%            N/A           N/A
--------------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions)                                               (36.30)%        (2.26)%      (0.64)%           N/A           N/A
--------------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund shares)                       (22.92)%        (1.04)%       0.32%            N/A           N/A
--------------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                    8/15/94     (36.12)%        (1.40)%       0.52%            N/A           N/A
--------------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                     2/1/99     (33.50)%        (1.09)%          N/A        0.40%            N/A
--------------------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                    9/24/01     (32.46)%        (0.58)%          N/A           N/A        1.52%
--------------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                     8/2/94     (32.13)%        (0.08)%       1.52%            N/A           N/A
--------------------------------------------------------------------------------------------------------------------------------
Custom Benchmark -- Standard & Poor's 500
Dividend Only Stocks(1)
(reflects no deduction for fees, expenses, or
taxes)                                                         (35.67)%        (1.55)%      (0.31)%       (0.48)%        0.22%
--------------------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Index(2)
(reflects no deduction for fees, expenses, or
taxes)                                                         (37.00)%        (2.19)%      (1.38)%       (1.75)%        0.42%

(1)The S&P 500 Dividend Only Stocks custom benchmark is composed of companies in the S&P 500 Index that have an indicated annual dividend. The since inception performance of the index is calculated from 1/31/99 and 9/30/01, respectively, for Class C and Class R shares.

(2)An unmanaged market-capitalization weighted index based on the average weighted performance of 500 widely held large-cap common stocks.

3
PROSPECTUS - First American Stock Funds

Fund Summaries
Equity Income Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                               5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                   0.65%   0.65%    0.65%    0.65%    0.65%
  Distribution and/or Service (12b-1) Fees                          0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                    0.27%   0.27%    0.27%    0.27%    0.27%
  Total Annual Fund Operating Expenses(4,5)                         1.17%   1.92%    1.92%    1.42%    0.92%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  663            $  695            $  195            $  295            $  195        $  145        $   94
------------------------------------------------------------------------------------------------------------------------------
 3 years            $  901            $1,003            $  603            $  603            $  603        $  449        $  293
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,158            $1,237            $1,037            $1,037            $1,037        $  776        $  509
------------------------------------------------------------------------------------------------------------------------------
10 years            $1,892            $2,048            $2,048            $2,243            $2,243        $1,702        $1,131

(1)An annual account maintenance fee of $15 may be charged under certain circumstances. See "Policies and Services -- Purchasing, Redeeming, and Exchanging Shares -- Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Accounts with Low Balances."

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008.

(5)Total Annual Fund Operating Expenses do not include securities lending income received by U.S. Bank, an affiliate of the advisor. U.S. Bank receives fees of up to 25% of the fund's net income from securities lending transactions in connection with the lending services it provides the fund.

4
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Growth Opportunities Fund

OBJECTIVE

Large Cap Growth Opportunities Fund's objective is long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Large Cap Growth Opportunities Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of large-capitalization companies, defined as companies that have market capitalizations within the range of market capitalizations of companies constituting the Russell 1000 Index. This index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. While the market capitalizations of companies in the Russell 1000 Index ranged from approximately $24 million to $421.8 billion as of December 31, 2008, the advisor typically invests in common stocks that have market capitalizations of at least $3 billion at the time of purchase.

In selecting stocks, the fund's advisor invests in companies that it believes exhibit the potential for superior growth based on factors such as:
- above average growth in revenue and earnings.
- strong competitive position.
- strong management.
- sound financial condition.

The fund's advisor will generally sell a stock if the stock hits its price target, the company's fundamentals or competitive position significantly deteriorate, or if a better alternative exists in the marketplace.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- Growth Stock Risk
- International Investing Risk
- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

5
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Growth Opportunities Fund CONTINUED

FUND PERFORMANCE

The bar chart shows you how performance of the fund's Class Y shares has varied from year to year. The performance of the other share classes will differ due to their different expense structures.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class Y shares, the table includes returns both before and after taxes. For Class A, Class B, Class C, and Class R shares, the table only includes returns before taxes. After-tax returns for Class A, Class B, Class C, and Class R shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

Prior to July 1, 2004, Class R shares were designated Class S shares, which had lower fees and expenses, The performance information in the table prior to July 1, 2004 is based on the performance of the Class S shares. If current fees and expenses had been in effect, performance would have been lower.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class Y)(1)

(BAR CHART)

 14.29%     (1.22)%   (22.21)%   (25.08)%    24.20%      8.97%      7.09%      4.42%     17.57%    (37.27)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 1999      18.50%
Worst Quarter:
Quarter ended  December 31, 2008     (21.06)%

                                                                                                Since       Since       Since
AVERAGE ANNUAL TOTAL RETURNS                Inception                                       Inception   Inception   Inception
AS OF 12/31/08(1)                                Date   One Year   Five Years   Ten Years   (Class B)   (Class C)   (Class R)
-----------------------------------------------------------------------------------------------------------------------------
Large Cap Growth Opportunities Fund
-----------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                1/9/95   (40.87)%      (3.46)%     (3.83)%         N/A         N/A         N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                3/1/99   (40.99)%      (3.43)%         N/A     (3.95)%         N/A         N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)               9/24/01   (38.49)%      (3.08)%         N/A         N/A     (1.55)%         N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)              11/27/00   (37.56)%      (2.58)%         N/A         N/A         N/A     (5.70)%
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)              12/29/92   (37.27)%      (2.11)%     (3.04)%         N/A         N/A         N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on
  distributions)                                        (37.31)%      (2.46)%     (3.66)%         N/A         N/A         N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on
  distributions and sale of fund shares)                (24.16)%      (1.68)%     (2.57)%         N/A         N/A         N/A
-----------------------------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index(2) (reflects no
deduction for fees, expenses, or taxes)                 (38.44)%      (3.42)%     (4.27)%     (4.44)%     (0.96)%     (6.76)%

(1)Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Core Equity Fund, a series of Firstar Funds, Inc., which merged into the fund on that date.

(2)An unmanaged index that measures the performance of those companies in the Russell 1000 Index (a large-cap index) with higher price-to-book ratios and higher forecasted growth values.

6
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Growth Opportunities Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                               5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                   0.65%   0.65%    0.65%    0.65%    0.65%
  Distribution and/or Service (12b-1) Fees                          0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                    0.30%   0.30%    0.30%    0.30%    0.30%
  Total Annual Fund Operating Expenses(4,5)                         1.20%   1.95%    1.95%    1.45%    0.95%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  666            $  698            $  198            $  298            $  198        $  148        $   97
------------------------------------------------------------------------------------------------------------------------------
 3 years            $  910            $1,012            $  612            $  612            $  612        $  459        $  303
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,173            $1,252            $1,052            $1,052            $1,052        $  792        $  525
------------------------------------------------------------------------------------------------------------------------------
10 years            $1,925            $2,080            $2,080            $2,275            $2,275        $1,735        $1,166

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008.

7
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Select Fund

OBJECTIVE

Large Cap Select Fund's objective is capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Large Cap Select Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of large-capitalization companies, defined as companies that have market capitalizations within the range of market capitalizations of companies constituting the Standard & Poor's 500 Index (the "S&P 500 Index"). The S&P 500 Index is a market-value weighted index consisting of 500 stocks chosen for market size, liquidity, sector representation and other factors. The index tracks the performance of the large cap U.S. equity market. While the market capitalizations of companies in the S&P 500 Index ranged from approximately $477 million to $406.1 billion as of December 31, 2008, the advisor typically invests in common stocks of companies that have market capitalizations of at least $3 billion at the time of purchase. The advisor will select companies based on a combination of both value and growth objectives, seeking companies it believes offers market opportunity.

In selecting stocks, the fund's advisor invests in companies that it believes meet at least two of the following criteria:
- attractively valued relative to other companies in the same industry or market.
- good or improving fundamentals.
- an identifiable catalyst that could increase the value of the company's stock over the next one or two years.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate in excess of 100%.

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

PRINCIPAL RISKS

- Frequent Trading Risk

- International Investing Risk
- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

8
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Select Fund CONTINUED

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

  9.31%      8.90%     11.21%      5.33%    (41.21)%

  2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 2004       9.99%
Worst Quarter:
Quarter ended  December 31, 2008     (23.26)%

AVERAGE ANNUAL TOTAL RETURNS                                   Inception                            Since
AS OF 12/31/08                                                      Date  One Year  Five Years  Inception
---------------------------------------------------------------------------------------------------------
Large Cap Select Fund
---------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                                  1/31/03  (44.44)%     (4.99)%    (0.12)%
---------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                           (44.50)%     (6.05)%    (1.13)%
---------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and sale of
  fund shares)                                                            (28.78)%     (4.28)%    (0.22)%
---------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                                  1/31/03  (44.60)%     (4.92)%    (0.08)%
---------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                                  1/31/03  (42.23)%     (4.65)%     0.03%
---------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                                  1/31/03  (41.33)%     (4.14)%     0.60%
---------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                                  1/31/03  (41.05)%     (3.64)%     1.09%
---------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Index(1) (reflects no deduction for
fees, expenses, or taxes)                                                 (37.00)%     (2.19)%     2.88%

(1)An unmanaged market-capitalization weighted index based on the average weighted performance of 500 widely held large-cap common stocks.

9
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Select Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

-------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                         CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
-------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                                5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None (3)    5.00%    1.00%     None     None
-------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
-------------------------------------------------------------------------------------------------------------
  Management Fees                                                    0.65%   0.65%    0.65%    0.65%    0.65%
  Distribution and/or Service (12b-1) Fees                           0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                     0.31%   0.31%    0.31%    0.31%    0.31%
  Total Annual Fund Operating Expenses(4,5)                          1.21%   1.96%    1.96%    1.46%    0.96%
-------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
  1 year            $  667            $  699            $  199            $  299            $  199        $  149        $   98
------------------------------------------------------------------------------------------------------------------------------
  3 years           $  913            $1,015            $  615            $  615            $  615        $  462        $  306
------------------------------------------------------------------------------------------------------------------------------
  5 years           $1,178            $1,257            $1,057            $1,057            $1,057        $  797        $  531
------------------------------------------------------------------------------------------------------------------------------
 10 years           $1,935            $2,091            $2,091            $2,285            $2,285        $1,746        $1,178

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008.

10
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Value Fund

OBJECTIVE

Large Cap Value Fund's primary objective is capital appreciation. Current income is a secondary objective of the fund.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Large Cap Value Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of large-capitalization companies, defined as companies that have market capitalizations within the range of market capitalizations of companies constituting the Russell 1000 Index. This index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. While the market capitalizations of companies in the Russell 1000 Index ranged from approximately $24 million to $421.8 billion as of December 31, 2008, the advisor typically invests in common stocks that have market capitalizations of at least $3 billion at the time of purchase.

In selecting stocks, the fund's advisor invests in companies that it believes:
- are undervalued relative to other companies in the same industry or market.
- exhibit good or improving fundamentals.
- exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- International Investing Risk
- Securities Lending Risk
- Value Stock Risk

See "More About the Funds" for a discussion of these risks.

11
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Value Fund CONTINUED

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

  7.91%      0.17%     (7.86)%   (20.95)%    25.44%     13.15%      6.97%     18.33%      4.32%    (35.82)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  June 30, 2003          14.86%
Worst Quarter:
Quarter ended  December 31, 2008     (19.74)%

                                                                                                           Since        Since
AVERAGE ANNUAL TOTAL RETURNS                       Inception                                           Inception    Inception
AS OF 12/31/08                                          Date    One Year    Five Years    Ten Years    (Class C)    (Class R)
-----------------------------------------------------------------------------------------------------------------------------
Large Cap Value Fund
-----------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                     12/22/87    (39.37)%       (1.95)%      (1.10)%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                 (39.54)%       (3.04)%      (2.21)%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions
  and sale of fund shares)                                      (25.31)%       (1.56)%      (1.03)%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                      8/15/94    (39.45)%       (1.88)%      (1.29)%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                       2/1/99    (36.94)%       (1.58)%          N/A      (1.53)%          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                      9/24/01    (35.98)%       (1.08)%          N/A          N/A        0.96%
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                       2/4/94    (35.65)%       (0.59)%      (0.29)%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
Russell 1000 Value Index(1) (reflects no
deduction for fees, expenses, or taxes)                         (36.85)%       (0.79)%       1.36%        1.35%         2.33%

(1)An unmanaged index that measures the performance of those companies in the Russell 1000 Index (a large-cap index) with lower price-to-book ratios and lower forecasted growth values.

12
PROSPECTUS - First American Stock Funds

Fund Summaries
Large Cap Value Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                               5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                   0.65%   0.65%    0.65%    0.65%    0.65%
  Distribution and/or Service (12b-1) Fees                          0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                    0.29%   0.29%    0.29%    0.29%    0.29%
  Total Annual Fund Operating Expenses(4,5)                         1.19%   1.94%    1.94%    1.44%    0.94%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  665            $  697            $  197            $  297            $  197        $  147        $   96
------------------------------------------------------------------------------------------------------------------------------
 3 years            $  907            $1,009            $  609            $  609            $  609        $  456        $  300
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,168            $1,247            $1,047            $1,047            $1,047        $  787        $  520
------------------------------------------------------------------------------------------------------------------------------
 10 years           $1,914            $2,070            $2,070            $2,264            $2,264        $1,724        $1,155

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008.

13
PROSPECTUS - First American Stock Funds

Fund Summaries
Mid Cap Growth Opportunities Fund

OBJECTIVE

Mid Cap Growth Opportunities Fund has an objective of capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Mid Cap Growth Opportunities Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies constituting the Russell Midcap Index. This index measures the performance of the 800 smallest companies in the Russell 1000 Index (which is made up of the 1,000 largest U.S. companies based on total market capitalization). As of December 31, 2008, market capitalizations of companies in the Russell Midcap Index ranged from approximately $24 million to $14.9 billion.

Under certain market conditions, the fund may frequently invest in companies at the time of their initial public offering (IPO). By virtue of its size and institutional nature, the advisor may have greater access to IPOs than individual investors. IPOs will frequently be sold within 12 months of purchase, which may result in increased short-term capital gains.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- Growth Stock Risk
- Initial Public Offering (IPO) Risk
- International Investing Risk
- Mid-Cap Stock Risk
- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

14
PROSPECTUS - First American Stock Funds

Fund Summaries
Mid Cap Growth Opportunities Fund CONTINUED

FUND PERFORMANCE

The bar chart shows you how performance of the fund's Class Y shares has varied from year to year. The performance of the other share classes will differ due to their different expense structures.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class Y shares, the table includes returns both before and after taxes. For Class A, Class B, Class C, and Class R shares, the table only includes returns before taxes. After-tax returns for Class A, Class B, Class C, and Class R shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class Y)(1)

(BAR CHART)

  2.53%     25.60%     (3.41)%   (15.21)%    33.41%     21.61%     12.54%      9.67%     17.06%    (45.66)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 1999      24.27%
Worst Quarter:
Quarter ended  December 31, 2008     (25.37)%

                                                                                            Since      Since      Since
AVERAGE ANNUAL TOTAL RETURNS                Inception                                   Inception  Inception  Inception
AS OF 12/31/08(1)                                Date  One Year  Five Years  Ten Years  (Class B)  (Class C)  (Class R)
-----------------------------------------------------------------------------------------------------------------------
Mid Cap Growth Opportunities Fund
-----------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                1/9/95  (48.77)%     (2.29)%     2.16%         N/A        N/A        N/A
-----------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                3/1/99  (48.89)%     (2.15)%        N/A     3.35%         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)               9/24/01  (46.73)%     (1.91)%        N/A        N/A      2.93%        N/A
-----------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)              12/11/00  (45.92)%     (1.39)%        N/A        N/A        N/A    (0.19)%
-----------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)              12/28/89  (45.66)%     (0.92)%     3.00%         N/A        N/A        N/A
-----------------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on
  distributions)                                       (45.66)%     (2.50)%     0.90%         N/A        N/A        N/A
-----------------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on
  distributions and sale of fund shares)               (29.68)%     (0.65)%     1.96%         N/A        N/A        N/A
-----------------------------------------------------------------------------------------------------------------------
Russell Midcap Growth Index(2) (reflects
no deduction for fees, expenses, or taxes)             (44.32)%     (2.33)%    (0.19)%    (0.01)%      2.36%    (5.35)%

(1)Performance presented prior to 9/24/01 represents that of the Firstar MidCap Core Equity Fund, a series of Firstar Funds, Inc., which merged into the fund on that date.

(2)An unmanaged index that measures the performance of those companies in the Russell Midcap Index with higher price-to-book ratios and higher forecasted growth values.

15
PROSPECTUS - First American Stock Funds

Fund Summaries
Mid Cap Growth Opportunities Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                               5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                   0.70%   0.70%    0.70%    0.70%    0.70%
  Distribution and/or Service (12b-1) Fees                          0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                    0.27%   0.27%    0.27%    0.27%    0.27%
  Total Annual Fund Operating Expenses(4,5)                         1.22%   1.97%    1.97%    1.47%    0.97%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
  1 year            $  667            $  700            $  200            $  300            $  200        $  150        $   99
------------------------------------------------------------------------------------------------------------------------------
  3 years           $  916            $1,018            $  618            $  618            $  618        $  465        $  309
------------------------------------------------------------------------------------------------------------------------------
  5 years           $1,183            $1,262            $1,062            $1,062            $1,062        $  803        $  536
------------------------------------------------------------------------------------------------------------------------------
 10 years           $1,946            $2,102            $2,102            $2,296            $2,296        $1,757        $1,190

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008.

16
PROSPECTUS - First American Stock Funds

Fund Summaries
Mid Cap Value Fund

OBJECTIVE

Mid Cap Value Fund has an objective of capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Mid Cap Value Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies constituting the Russell Midcap Index. This index measures the performance of the 800 smallest companies in the Russell 1000 Index (which is made up of the 1,000 largest U.S. companies based on total market capitalization). As of December 31, 2008, market capitalizations of companies in the Russell Midcap Index ranged from approximately $24 million to $14.9 billion.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- International Investing Risk
- Mid-Cap Stock Risk
- Securities Lending Risk
- Value Stock Risk

See "More About the Funds" for a discussion of these risks.

17
PROSPECTUS - First American Stock Funds

Fund Summaries
Mid Cap Value Fund CONTINUED

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

 (6.29)%    20.92%     (0.36)%    (9.30)%    33.63%     22.76%     12.33%     14.72%      4.41%    (36.50)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  June 30, 1999          16.14%
Worst Quarter:
Quarter ended  December 31, 2008     (20.88)%

                                                                                                  Since      Since
AVERAGE ANNUAL TOTAL RETURNS                      Inception                                   Inception  Inception
AS OF 12/31/08                                         Date  One Year  Five Years  Ten Years  (Class C)  (Class R)
------------------------------------------------------------------------------------------------------------------
Mid Cap Value Fund
------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                    12/22/87  (39.99)%     (0.17)%      3.09%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)              (40.10)%     (0.95)%      2.56%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions
  and sale of fund shares)                                   (25.79)%     (0.07)%      2.63%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                     8/15/94  (40.13)%     (0.14)%      2.91%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                      2/1/99  (37.61)%      0.20%         N/A      3.19%        N/A
------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                     9/24/01  (36.70)%      0.72%         N/A        N/A      5.41%
------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                      2/4/94  (36.37)%      1.21%       3.93%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
Russell Midcap Value Index(1) (reflects no
deduction for fees, expenses, or taxes)                      (38.44)%      0.33%       4.44%      4.75%      5.45%

(1)An unmanaged index that measures the performance of those companies in the Russell Midcap Index with lower price-to-book ratios and lower forecasted growth values.

18
PROSPECTUS - First American Stock Funds

Fund Summaries
Mid Cap Value Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

--------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                          CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
--------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                            5.50% (2)     None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                    None (3)    5.00%    1.00%     None     None
--------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
--------------------------------------------------------------------------------------------------------------
  Management Fees                                                0.70%        0.70%    0.70%    0.70%    0.70%
  Distribution and/or Service (12b-1) Fees                       0.25%        1.00%    1.00%    0.50%     None
  Other Expenses                                                 0.28%        0.28%    0.28%    0.29%    0.29%
  Total Annual Fund Operating Expenses(4,5)                      1.23%        1.98%    1.98%    1.49%    0.99%
--------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  668            $  701            $  201            $  301            $  201        $  152        $  101
------------------------------------------------------------------------------------------------------------------------------
 3 years            $  919            $1,021            $  621            $  621            $  621        $  471        $  315
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,188            $1,268            $1,068            $1,068            $1,068        $  813        $  547
------------------------------------------------------------------------------------------------------------------------------
 10 years           $1,957            $2,113            $2,113            $2,306            $2,306        $1,779        $1,213

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008.

19
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Growth Opportunities Fund

OBJECTIVE

Small Cap Growth Opportunities Fund has an objective of growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Small Cap Growth Opportunities Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of small-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies constituting the Russell 2000 Index. This index measures the performance of the 2,000 smallest companies in the Russell 3000 Index (which is made up of the 3,000 largest U.S. companies based on total market capitalization). As of December 31, 2008, market capitalizations of companies in the Russell 2000 Index ranged from approximately $7 million to $3.3 billion.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate in excess of 100%.

Under certain market conditions, the fund may frequently invest in companies at the time of their initial public offering (IPO). By virtue of its size and institutional nature, the advisor may have greater access to IPOs than individual investors have. IPOs will frequently be sold within 12 months of purchase, which may result in increased short-term capital gains.

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

PRINCIPAL RISKS

- Frequent Trading Risk

- Growth Stock Risk
- Initial Public Offering (IPO) Risk
- International Investing Risk
- Securities Lending Risk
- Small-Cap Stock Risk

See "More About the Funds" for a discussion of these risks.

FUND PERFORMANCE

20
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Growth Opportunities Fund continued

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1,2)

(BAR CHART)

 136.23%    11.29%      5.15%    (25.80)%    59.13%      0.59%      9.41%      4.78%      3.19%    (40.35)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 1999      70.70%
Worst Quarter:
Quarter ended  December 31, 2008     (28.23)%

                                                                                           Since       Since       Since
AVERAGE ANNUAL TOTAL RETURNS             Inception                               Ten   Inception   Inception   Inception
AS OF 12/31/08(1,2)                           Date   One Year   Five Years     Years   (Class B)   (Class C)   (Class R)
------------------------------------------------------------------------------------------------------------------------
Small Cap Growth Opportunities Fund
------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)             8/1/95   (43.63)%     (7.67)%     8.16%          N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions)                                     (43.63)%     (10.04)%    4.44%          N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                            (28.36)%     (6.94)%     5.38%          N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)             3/1/99   (43.76)%     (7.54)%        N/A      8.85%          N/A         N/A
------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)            9/24/01   (41.38)%     (7.32)%        N/A         N/A       0.54%         N/A
------------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)           12/11/00   (40.53)%     (6.81)%        N/A         N/A         N/A     (1.48)%
------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)             8/1/95   (40.19)%     (6.40)%     9.04%          N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index(3) (reflects
no deduction for fees, expenses, or
taxes)                                               (38.54)%     (2.35)%    (0.76)%     (0.32)%       2.34%     (2.98)%

(1)On 12/12/02, the fund changed its main investment strategy such that it was permitted to invest in securities of companies with market capitalizations within the range of companies in the Russell 2000 Index. Previously, the fund invested primarily in companies with market capitalizations of below $500 million at the time of purchase. Performance presented prior to 9/24/01 represents that of the Firstar MicroCap Fund, a series of Firstar Funds, Inc., which merged into the fund on that date.

(2)Small Cap Growth Opportunities Fund's 1999 returns were higher due in substantial part to its strategy of investing in IPOs in a period favorable for IPO investing. Of course, such favorable returns involve accepting the risk of volatility, and there is no assurance that the fund's future investment in IPOs will have the same effect on performance as it did in 1999.

(3)An unmanaged index that measures the performance of those companies in the Russell 2000 Index (a small-cap index) with higher price-to-book ratios and higher forecasted growth values.

21
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Growth Opportunities Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

-----------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                       CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
-----------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                              5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%    None     None
-----------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
-----------------------------------------------------------------------------------------------------------
  Management Fees                                                  1.00%    1.00%    1.00%    1.00%    1.00%
  Distribution and/or Service (12b-1) Fees                         0.25%    1.00%    1.00%    0.50%    None
  Other Expenses                                                   0.38%    0.38%    0.38%    0.39%    0.39%
  Total Annual Fund Operating Expenses(4,5)                        1.63%    2.38%    2.38%    1.89%    1.39%
  Less Fee Waivers(6)                                             (0.17)%  (0.17)%  (0.17)%  (0.17)%  (0.17)%
  Net Expenses(6)                                                  1.46%    2.21%    2.21%    1.72%    1.22%

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

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. The example assumes that contractual fee waivers were in effect throughout the first year of each period indicated (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  690            $  724            $  224            $  324            $  224        $  175        $  124
------------------------------------------------------------------------------------------------------------------------------
 3 years            $1,020            $1,126            $  726            $  726            $  726        $  577        $  423
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,373            $1,455            $1,255            $1,255            $1,255        $1,006        $  744
------------------------------------------------------------------------------------------------------------------------------
 10 years           $2,363            $2,517            $2,517            $2,703            $2,703        $2,198        $1,654

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers.

(6)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses, excluding acquired fund fees and expenses, do not exceed 1.47%, 2.22%, 2.22%, 1.72%, and 1.22%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

22
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Select Fund

OBJECTIVE

Small Cap Select Fund has an objective of capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Small Cap Select Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of small-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies constituting the Russell 2000 Index. This index measures the performance of the 2,000 smallest companies in the Russell 3000 Index (which is made up of the 3,000 largest U.S. companies based on total market capitalization). As of December 31, 2008, market capitalizations of companies in the Russell 2000 Index ranged from approximately $7 million to $3.3 billion.

In selecting stocks, the fund's advisor invests in companies that it believes meet one or more of the following criteria:
- attractively valued relative to other companies in the same industry or market.
- strong or improving cash flows, revenue and earnings growth, or other fundamentals.
- strong competitive position.
- strong management teams.
- an identifiable catalyst that could increase the value of the company's stock over the next one or two years.

Under certain market conditions, the fund may frequently invest in companies at the time of their initial public offering (IPO). By virtue of its size and institutional nature, the advisor may have greater access to IPOs than individual investors have. IPOs will frequently be sold within 12 months of purchase, which may result in increased short-term capital gains.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- Initial Public Offering (IPO) Risk
- International Investing Risk
- Securities Lending Risk
- Small-Cap Stock Risk

See "More About the Funds" for a discussion of these risks.

23
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Select Fund continued

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1)

(BAR CHART)

 16.70%     19.71%     12.08%    (17.97)%    44.19%     15.35%      8.47%     19.07%     (5.46)%   (34.31)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 2001      27.35%
Worst Quarter:
Quarter ended  December 31, 2008     (23.21)%

                                                                                                                   Since
AVERAGE ANNUAL TOTAL RETURNS                           Inception                                               Inception
AS OF 12/31/08(1)                                           Date     One Year     Five Years     Ten Years     (Class C)
------------------------------------------------------------------------------------------------------------------------
Small Cap Select Fund
------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                           5/6/92     (37.92)%        (2.66)%         4.94%           N/A
------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                      (37.92)%        (5.07)%         2.68%           N/A
------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and
  sale of fund shares)                                               (24.65)%        (2.44)%         3.75%           N/A
------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                           3/6/95     (38.02)%        (2.46)%         4.78%           N/A
------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                          9/24/01     (35.43)%        (2.27)%           N/A         4.22%
------------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                           1/3/94     (34.50)%        (1.75)%         5.44%           N/A
------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                           5/6/92     (34.14)%        (1.30)%         5.81%           N/A
------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(2) (reflects no deduction for
fees, expenses, or taxes)                                            (33.79)%        (0.93)%         3.02%         4.66%

(1)Performance presented prior to 9/24/01 represents that of the Firstar Small Cap Core Equity Fund, a series of Firstar Funds, Inc., which merged into the fund on that date. The Firstar Small Cap Core Equity Fund was organized on 11/27/00 and, prior to that, was a separate series of Mercantile Mutual Funds, Inc.

(2)An unmanaged small-cap index that measures the performance of the 2,000 smallest companies in the Russell 3000 Index.

24
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Select Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                               5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                   0.70%   0.70%    0.70%    0.70%    0.70%
  Distribution and/or Service (12b-1) Fees                          0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                    0.31%   0.31%    0.31%    0.31%    0.31%
  Acquired Fund Fees and Expenses(4)                                0.01%   0.01%    0.01%    0.01%    0.01%
  Total Annual Fund Operating Expenses(5,6)                         1.27%   2.02%    2.02%    1.52%    1.02%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  672            $  705            $  205            $  305            $  205        $  155        $  104
------------------------------------------------------------------------------------------------------------------------------
 3 years            $  931            $1,034            $  634            $  634            $  634        $  480        $  325
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,209            $1,288            $1,088            $1,088            $1,088        $  829        $  563
------------------------------------------------------------------------------------------------------------------------------
10 years            $2,000            $2,155            $2,155            $2,348            $2,348        $1,813        $1,248

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)In addition to the operating expenses that the fund bears directly, the fund's shareholders indirectly bear the expenses of affiliated and unaffiliated funds in which the fund invests (the "acquired funds").

(5)Total Annual Fund Operating Expenses are based on the fund's full fiscal year ended October 31, 2008. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and do not include Acquired Fund Fees and Expenses.

(6)Total Annual Fund Operating Expenses do not include securities lending income received by U.S. Bank, an affiliate of the fund. U.S. Bank receives fees of up to 25% of the fund's net income from securities lending transactions in connection with the lending services it provides the fund.

25
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Value Fund

OBJECTIVE

Small Cap Value Fund has an objective of capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Small Cap Value Fund invests primarily (at least 80% of net assets, plus the amount of any borrowings for investment purposes) in common stocks of small-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies constituting the Russell 2000 Index. This index measures the performance of the 2,000 smallest companies in the Russell 3000 Index (which is made up of the 3,000 largest U.S. companies based on total market capitalization). As of December 31, 2008, market capitalizations of companies in the Russell 2000 Index ranged from approximately $7 million to $3.3 billion.

In selecting stocks, the fund's advisor invests in companies that it believes meet at least two of the following criteria:
- undervalued relative to other companies in the same industry or market.
- good or improving fundamentals.
- an identifiable catalyst that could close the gap between market value and fair value over the next one to two years.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Common Stock Risk
- Derivative Instrument Risk
- Foreign Currency Hedging Transaction Risk
- International Investing Risk
- Securities Lending Risk
- Small-Cap Stock Risk
- Value Stock Risk

See "More About the Funds" for a discussion of these risks.

26
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Value Fund CONTINUED

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1)

(BAR CHART)

5.93%      20.15%      5.03%      (14.34)%     42.92%      19.33%      6.93%       17.72%     (6.00)%     (29.90)%

1999        2000        2001        2002        2003        2004        2005        2006        2007        2008

         Best Quarter:
         Quarter ended  June 30, 2003          18.85%
         Worst Quarter:
         Quarter ended  December 31, 2008     (22.12)%

                                                                                                  Since      Since
AVERAGE ANNUAL TOTAL RETURNS                      Inception                                   Inception  Inception
AS OF 12/31/08(1)                                      Date  One Year  Five Years  Ten Years  (Class C)  (Class R)
------------------------------------------------------------------------------------------------------------------
Small Cap Value Fund
------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                      1/1/88  (33.75)%     (1.33)%      4.35%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)              (33.87)%     (3.77)%      2.14%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions
  and sale of fund shares)                                   (21.81)%     (1.06)%      3.34%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                    11/24/97  (34.00)%     (1.17)%      4.13%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                      2/1/99  (31.24)%     (0.97)%        N/A      4.61%        N/A
------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                     9/24/01  (30.11)%     (0.43)%        N/A        N/A      5.33%
------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                      1/1/88  (29.73)%      0.04%       5.20%        N/A        N/A
------------------------------------------------------------------------------------------------------------------
Russell 2000 Value Index(2) (reflects no
deduction for fees, expenses, or taxes)                      (28.92)%      0.27%       6.11%      6.46%      6.55%

(1)On 11/21/97, First American Small Cap Value Fund became the successor by merger to Qualivest Small Companies Value Fund. Performance prior to 11/21/97 is adjusted to reflect Small Cap Value Fund's Class A share fees and expenses, before any fee waivers.

(2)An unmanaged index that measures the performance of those companies in the Russell 2000 Index (a small-cap index) with lower price-to-book ratios and lower forecasted growth values.

27
PROSPECTUS - First American Stock Funds

Fund Summaries
Small Cap Value Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                               5.50%(2) None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                   0.70%   0.70%    0.70%    0.70%    0.70%
  Distribution and/or Service (12b-1) Fees                          0.25%   1.00%    1.00%    0.50%     None
  Other Expenses                                                    0.36%   0.36%    0.36%    0.36%    0.36%
  Acquired Fund Fees and Expenses(4)                                0.03%   0.03%    0.03%    0.03%    0.03%
  Total Annual Fund Operating Expenses(5,6)                         1.34%   2.09%    2.09%    1.59%    1.09%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
  1 year            $  679            $  712            $  212            $  312            $  212        $  162        $  111
------------------------------------------------------------------------------------------------------------------------------
  3 years           $  951            $1,055            $  655            $  655            $  655        $  502        $  347
------------------------------------------------------------------------------------------------------------------------------
  5 years           $1,244            $1,324            $1,124            $1,124            $1,124        $  866        $  601
------------------------------------------------------------------------------------------------------------------------------
 10 years           $2,074            $2,229            $2,229            $2,421            $2,421        $1,889        $1,329

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(5)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and do not include Acquired Fund Fees and Expenses.

(6)Total Annual Fund Operating Expenses do not include securities lending income received by U.S. Bank, an affiliate of the advisor. U.S. Bank receives fees of up to 25% of the fund's net income from securities lending transactions in connection with the lending services it provides the fund.

28
PROSPECTUS - First American Stock Funds

Fund Summaries
Real Estate Securities Fund

OBJECTIVE

Real Estate Securities Fund's objective is to provide above average current income and long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Real Estate Securities Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in income-producing common stocks of publicly traded companies engaged in the real estate industry. These companies derive at least 50% of their revenues or profits from the ownership, construction, management, financing or sale of real estate, or have at least 50% of the fair market value of their assets invested in real estate. The fund's advisor will select companies that it believes exhibit strong management teams, a strong competitive position, above average growth in revenues and a sound balance sheet. The advisor will generally sell a stock if the stock hits its price target, the company's fundamentals or competitive position significantly deteriorate, or if a better alternative exists in the marketplace. The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate in excess of 100%.

A majority of the fund's total assets will be invested in real estate investment trusts (REITs). REITs are publicly traded corporations or trusts that invest in residential or commercial real estate. REITs generally can be divided into the following three types:
- equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains or real estate appreciation.
- mortgage REITs, which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments.
- hybrid REITs, which combine the characteristics of equity REITs and mortgage REITs.

The fund expects to emphasize investments in equity REITs, although it may invest in all three kinds of REITs.

The fund may utilize options, futures contracts, options on futures contracts, and forward foreign currency exchange contracts ("derivatives"). The fund may use these derivatives to manage market or business risk, enhance the fund's return, or hedge against adverse movements in currency exchange rates. The use of derivatives is speculative if the fund is primarily seeking to enhance return, rather than offset the risk of other positions. When the fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative's cost.

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

PRINCIPAL RISKS

- Frequent Trading Risk

- International Investing Risk
- Non-Diversification Risk
- Real Estate Investment Trust Risk
- Real Estate Sector Risk
- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

29
PROSPECTUS - First American Stock Funds

Fund Summaries
Real Estate Securities Fund CONTINUED

FUND PERFORMANCE

The bar chart shows you how performance of the fund's Class Y shares has varied from year to year. The performance of the other share classes will differ due to their different expense structures.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class Y shares, the table includes returns both before and after taxes. For Class A, Class B, Class C, and Class R shares, the table only includes returns before taxes. After-tax returns for Class A, Class B, Class C, and Class R shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class Y)

(BAR CHART)

 (3.65)%    32.23%      9.82%      7.37%     37.58%     32.49%     15.29%     39.47%    (15.19)%   (34.80)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 2004      16.91%
Worst Quarter:
Quarter ended  December 31, 2008     (36.52)%

                                                                                                           Since        Since
AVERAGE ANNUAL TOTAL RETURNS                       Inception                                           Inception    Inception
AS OF 12/31/08                                          Date    One Year    Five Years    Ten Years    (Class C)    (Class R)
-----------------------------------------------------------------------------------------------------------------------------
Real Estate Securities Fund
-----------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                      9/29/95    (38.53)%         1.91%        8.41%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                      9/29/95    (38.65)%         2.05%        8.23%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                       2/1/00    (36.06)%         2.30%          N/A        9.73%          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                      9/24/01    (35.12)%         2.82%          N/A          N/A        8.80%
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                      6/30/95    (34.80)%         3.33%        9.31%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on distributions)                 (35.41)%         0.54%        6.48%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on distributions
  and sale of fund shares)                                      (22.48)%         2.23%        6.94%          N/A          N/A
-----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley REIT Index(1) (reflects no
deduction for fees, expenses, or taxes)                         (37.97)%         0.67%        7.19%        8.52%        6.90%

(1)An unmanaged index of the most actively traded real estate investment trusts.

30
PROSPECTUS - First American Stock Funds

Fund Summaries
Real Estate Securities Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                             5.50%(2)  None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                     None(3) 5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                 0.70%    0.70%    0.70%    0.70%    0.70%
  Distribution and/or Service (12b-1) Fees                        0.25%    1.00%    1.00%    0.50%     None
  Other Expenses                                                  0.28%    0.28%    0.28%    0.28%    0.28%
  Acquired Fund Fees and Expenses(4)                              0.02%    0.02%    0.02%    0.02%    0.02%
  Total Annual Fund Operating Expenses(5,6)                       1.25%    2.00%    2.00%    1.50%    1.00%
------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
  1 year            $  670            $  703            $  203            $  303            $  203        $  153        $  102
------------------------------------------------------------------------------------------------------------------------------
  3 years           $  925            $1,027            $  627            $  627            $  627        $  474        $  318
------------------------------------------------------------------------------------------------------------------------------
  5 years           $1,199            $1,278            $1,078            $1,078            $1,078        $  818        $  552
------------------------------------------------------------------------------------------------------------------------------
 10 years           $1,978            $2,134            $2,134            $2,327            $2,327        $1,791        $1,225

(3)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.

31
PROSPECTUS - First American Stock Funds

Fund Summaries

Global Infrastructure Fund

OBJECTIVE

Global Infrastructure Fund's objective is long-term growth of capital and income.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Global Infrastructure Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in equity securities issued by U.S. and non-U.S. infrastructure- related companies. Infrastructure-related companies are defined as companies that derive at least 50% of their revenues or profits from the ownership, development, construction, financing or operation of infrastructure assets, or have at least 50% of the fair market value of their assets invested in infrastructure assets. Infrastructure assets are the physical structures and networks upon which the operation, growth and development of a community depends, which includes water, sewer, and energy utilities; transportation and communication networks; health care facilities, government accommodations, and other public service facilities; and shipping, timber, steel, alternative energy, and other resources and services necessary for the construction and maintenance of these physical structures and networks. Equity securities in which the fund invests include common and preferred stocks, publicly-traded units of master limited partnerships (MLPs), real estate investment trusts (REITs), and exchange-traded funds and other investment companies. The fund may invest in companies of any size.

In selecting securities, the fund's advisor invests in companies that it believes meet one or more of the following criteria:

- attractively valued relative to other companies in the same industry or market.
- strong fundamentals, including consistent cash flows or growth and a sound balance sheet.
- strong management teams.
- long-term contracts to provide infrastructure-based services.
- an identifiable catalyst that could increase the value of the company's stock over the next one or two years.

The fund's advisor generally will sell a security if any of the following has occurred:

- the security has hit its price target and the company is no longer attractively valued relative to other companies.
- the company's fundamentals have significantly deteriorated.
- there has been a significant change in the management team.
- a catalyst that could decrease the value of the stock has been identified, or a previously existing positive catalyst has disappeared.
- a better alternative exists in the marketplace.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate well in excess of 100%.

The fund's investments include infrastructure-related securities that trade in markets other than the United States. These securities are generally issued by companies:

- that have their legal residence in countries other than the United States and the securities of which are principally traded in such countries, or
- that derive at least 50% of either their revenues or their pre-tax income from activities outside of the United States.

The fund diversifies its investments among a number of different countries throughout the world.

Up to 25% of the fund's total assets may be invested in equity securities of emerging market issuers. A country is considered to be an "emerging market" if it is defined as such by Morgan Stanley Capital International Inc.

The fund may utilize put and call options on securities, stock indices, and/or foreign currencies; stock index, interest rate and currency futures contracts; options on futures contracts; and forward foreign currency exchange contracts ("derivatives"). The fund may use these derivatives to manage market or business risk, enhance the fund's return, or hedge against adverse movements in currency exchange rates. The use of derivatives is speculative if the fund is primarily seeking to enhance return, rather than offset the risk of other positions. When the fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative's cost.

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:

- Active Management Risk

- Additional Expenses

- Common Stock Risk

- Derivative Instrument Risk

- Emerging Markets Risk

- Foreign Currency Hedging Transaction Risk

- Frequent Trading Risk

- International Investing Risk

- Infrastructure Sector Risk

- Master Limited Partnership (MLP) Risk

- Mid-Cap Stock Risk

- Real Estate Investment Trust (REIT) Risk

- Small-Cap Stock Risk

See "More About the Funds" for a discussion of these risks.

32
PROSPECTUS - First American Stock Funds

Fund Summaries
Global Infrastructure Fund continued

FUND PERFORMANCE

The bar chart is intended to show you how performance of the fund's Class A shares has varied from year to year. However, because the fund was first offered in 2007, only one calendar year of performance information is available. The performance of the other share classes will differ due to their different expense structures. Sales charges are not reflected in the chart; if they were, returns would be lower.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class A shares, the table includes returns both before and after taxes. For Class C, Class R, and Class Y shares, the table only includes returns before taxes. After-tax returns for Class C, Class R, and Class Y will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k)plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

(35.10)%

  2008

Best Quarter:
Quarter ended  June 30, 2008          (1.37)%
Worst Quarter:
Quarter ended  September 30, 2008    (17.47)%

                                                                                             Since           Since
                                                                                         Inception       Inception
AVERAGE ANNUAL TOTAL RETURNS                                 Inception                    (Class A        (Class C
AS OF 12/31/08                                                    Date    One Year    and Class Y)    and Class R)
------------------------------------------------------------------------------------------------------------------
Global Infrastructure Fund
------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                               12/17/07    (38.68)%        (35.98)%            N/A
------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                           (38.77)%        (36.06)%            N/A
------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and sale
  of fund shares)                                                         (24.98)%        (30.52)%            N/A
------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                                11/3/08         N/A             N/A          1.64%
------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                                11/3/08         N/A             N/A          2.65%
------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                               12/17/07    (34.97)%        (32.27)%            N/A
------------------------------------------------------------------------------------------------------------------
S&P Global Infrastructure Index(1) (reflects no deduction
  for fees, expenses, or taxes)                                           (38.98)%        (36.41)%         (6.05)%

(1)An unmanaged index that is comprised of 75 of the largest publicly listed infrastructure companies from around the world that meet specific investability requirements.

33
PROSPECTUS - First American Stock Funds

Fund Summaries
Global Infrastructure Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

--------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                             CLASS A  CLASS C  CLASS R  CLASS Y
--------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                                   5.50%(2) None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                          0.00%(3) 1.00%    None     None

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

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
--------------------------------------------------------------------------------------------------------------
  Management Fees                                                       0.90%    0.90%    0.90%    0.90%
  Distribution and/or Service (12b-1) Fees                              0.25%    1.00%    0.50%    None
  Other Expenses(4)                                                     3.01%    3.01%    3.01%    3.00%
  Acquired Fund Fees and Expenses(5)                                    0.01%    0.01%    0.01%    0.01%
  Total Annual Fund Operating Expenses(6,7)                             4.17%    4.92%    4.42%    3.91%
  Less Fee Waivers(8)                                                  (2.91)%  (2.91)%  (2.91)%  (2.91)%
  Net Expenses(8)                                                       1.26%    2.01%    1.51%    1.00%
--------------------------------------------------------------------------------------------------------------

                                     CLASS C           CLASS C
                                    assuming       assuming no
                                  redemption        redemption
                                   at end of         at end of
                   CLASS A       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------
  1 year            $  671            $  304            $  204        $  154        $  102
------------------------------------------------------------------------------------------
  3 years           $1,496            $1,218            $1,218        $1,074        $  924
------------------------------------------------------------------------------------------
  5 years           $2,334            $2,234            $2,234        $2,005        $1,764
------------------------------------------------------------------------------------------
 10 years           $4,491            $4,781            $4,781        $4,380        $3,946

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Other Expenses for Class C and Class R shares are based on estimated amounts for the current fiscal year.

(5)In addition to the operating expenses that the fund bears directly, the fund's shareholders indirectly bear the expenses of affiliated and unaffiliated funds in which the fund invests (the "acquired funds").

(6)Total Annual Fund Operating Expenses for Class A and Class Y shares are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and do not include Acquired Fund Fees and Expenses.

(7)Total Annual Fund Operating Expenses do not include securities lending income received by U.S. Bank, an affiliate of the advisor. U.S. Bank receives fees of up to 25% of the fund's net income from securities lending transactions in connection with the lending services it provides the fund.

(8)The advisor has contractually agreed to waive fees and reimburse other fund expenses through at least February 28, 2010 so that total annual fund operating expenses do not exceed 1.25%, 2.00%, 1.50%, and 1.00%, respectively, for Class A, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

34
PROSPECTUS - First American Stock Funds

Fund Summaries
International Fund

OBJECTIVE

International Fund has an objective of long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, International Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in equity securities that trade in markets other than the United States. These securities generally are issued by companies:
- that are domiciled in countries other than the United States, or
- that derive at least 50% of either their revenues or their pre-tax income from activities outside of the United States.

Normally, the fund will invest in securities traded in at least three foreign countries.

- Growth Style emphasizes investments in the equity securities of companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure.

- Value Style emphasizes investments in equity securities of companies trading below intrinsic valuations with stable returns and companies trading at steep discounts to intrinsic valuations with catalysts for an improvement in returns.

When determining how to allocate the fund's assets between sub-advisors, the fund's advisor considers a variety of factors. These factors include a sub- advisor's investment style and performance record, as well as the characteristics of the sub-advisor's typical portfolio investments. These characteristics may include capitalization size, growth and profitability measures, valuation measures, economic sector weightings, and earnings and price volatility statistics. The allocations between the sub-advisors will vary over time according to prospective returns and risks associated with the various investment styles.

Up to 15% of the fund's total assets may be invested in equity securities of emerging markets issuers. A country is considered to be an "emerging market" if it is defined as such by Morgan Stanley Capital International Inc.

Equity securities in which the fund invests include common and preferred stock. In addition, the fund may invest in sponsored and unsponsored American Depositary Receipts, European Depositary Receipts, and Global Depositary Receipts. The fund may also invest in exchange-traded funds and other investment companies ("investment companies").

In order to hedge against adverse movements in currency exchange rates, the fund may enter into forward foreign currency exchange contracts. In addition, the fund may utilize options, futures contracts, and options on futures contracts (together with forward foreign currency exchange contracts, "derivatives") in an attempt to manage market or business risk or enhance the fund's return. The use of derivatives is speculative if the fund is primarily seeking to enhance return, rather than offset the risk of other positions. When the fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative's cost.

The advisor manages the portion of the fund's assets not allocated to a sub- advisor. A portion of these assets are used to facilitate cash flows to and from the sub-advisors, meet redemption requests, and pay fund expenses. The advisor may also utilize these assets to increase the fund's exposure to certain companies, industry sectors, countries, regions, or investment styles, and for such other reasons as it deems advisable. The advisor may invest these assets in derivatives and investment companies, as described above, and money market instruments and other short-term securities, including money market funds advised by the advisor. In addition, the advisor may invest up to 10% of the fund's total assets in equity securities issued by other U.S. and non-U.S. companies.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk

- Additional Expenses

- Common Stock Risk
- Derivative Instrument Risk
- Emerging Markets Risk
- Foreign Currency Hedging Transaction Risk
- International Investing Risk
- Mid-Cap Stock Risk

- Multi-Manager Risk

- Securities Lending Risk

- Small-Cap Stock Risk

See "More About the Funds" for a discussion of these risks.

35
PROSPECTUS - First American Stock Funds

Fund Summaries
International Fund continued

FUND PERFORMANCE

The bar chart shows you how performance of the fund's Class Y shares has varied from year to year. The performance of the other share classes will differ due to their different expense structures.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class Y shares, the table includes returns both before and after taxes. For Class A, Class B, Class C, and Class R shares, the table only includes returns before taxes. After-tax returns for Class A, Class B, Class C, and Class R shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class Y)(1)

(BAR CHART)

50.93%     (15.35)%    (23.38)%    (18.85)%     36.43%      10.91%      11.88%      21.67%      9.36%      (40.88)%

 1999        2000        2001        2002        2003        2004        2005        2006        2007        2008

          Best Quarter:
          Quarter ended  December 31, 1999      27.59%
          Worst Quarter:
          Quarter ended  December 31, 2008     (20.15)%

                                                                                                        Since
AVERAGE ANNUAL TOTAL RETURNS                            Inception                                   Inception
AS OF 12/31/08(1,2)                                          Date  One Year  Five Years  Ten Years  (Class C)
-------------------------------------------------------------------------------------------------------------
International Fund
-------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                            5/2/94  (44.29)%     (1.85)%    (0.25)%        N/A
-------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                            3/6/95  (44.39)%     (1.83)%    (0.44)%        N/A
-------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                           9/24/01  (42.07)%     (1.47)%        N/A      1.62%
-------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                           4/24/94  (41.17)%     (1.09)%     0.11%         N/A
-------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                            4/4/94  (40.88)%     (0.48)%     0.56%         N/A
-------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on distributions)                    (40.68)%     (0.44)%    (0.05)%        N/A
-------------------------------------------------------------------------------------------------------------
  Class Y (return after taxes on distributions and
  sale of fund shares)                                             (26.09)%      0.34%      0.58%         N/A
-------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital International Europe,
Australasia, Far East Index(3) (reflects no deduction
for fees, expenses, or taxes)                                      (43.06)%      2.10%      1.18%       5.39%

(1)Performance presented prior to 9/24/01 represents that of the Firstar International Growth Fund, a series of Firstar Funds, Inc. which, together with Firstar International Value Fund, merged into the fund on that date.

(2)Prior to 11/3/08, the fund's assets were managed by different sub-advisors.

(3)An unmanaged index of common stocks in Europe, Australia, and the Far East.

36
PROSPECTUS - First American Stock Funds

Fund Summaries
International Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

-------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                         CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
-------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                            5.50%(2)     None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                    None(3)   5.00%    1.00%      None     None
-------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
-------------------------------------------------------------------------------------------------------------
  Management Fees                                                1.00%      1.00%    1.00%    1.00%    1.00%
  Distribution and/or Service (12b-1) Fees                       0.25%      1.00%    1.00%    0.50%      None
  Other Expenses                                                 0.29%      0.29%    0.29%    0.29%    0.29%
  Total Annual Fund Operating Expenses(4,5)                      1.54%      2.29%    2.29%    1.79%    1.29%
  Less Fee Waivers(6)                                           (0.05)%    (0.05)%  (0.05)%  (0.05)%  (0.05)%
  Net Expenses(6)                                                1.49%      2.24%    2.24%    1.74%    1.24%
-------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  693            $  727            $  227            $  327            $  227        $  177        $  126
------------------------------------------------------------------------------------------------------------------------------
 3 years            $1,005            $1,111            $  711            $  711            $  711        $  558        $  404
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,339            $1,421            $1,221            $1,221            $1,221        $  965        $  703
------------------------------------------------------------------------------------------------------------------------------
10 years            $2,280            $2,434            $2,434            $2,622            $2,622        $2,101        $1,552

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers.

(6)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses do not exceed 1.49%, 2.24%, 2.24%, 1.74%, and 1.24%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

37
PROSPECTUS - First American Stock Funds

Fund Summaries
International Select Fund

OBJECTIVE

International Select Fund's objective is long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

International Select Fund invests primarily in equity securities that trade in markets other than the United States. These securities are generally issued by companies:
- that have their legal residence in countries other than the United States and the securities of which are principally traded in such countries, or
- that derive at least 50% of either their revenues or their pre-tax income from activities outside of the United States.

The fund diversifies its investments among a number of different countries throughout the world and may invest in companies of any size.

The fund employs a "multi-style, multi-manager" approach whereby the fund's advisor allocates portions of the fund's assets to different sub-advisors who employ distinct investment styles. Any assets not allocated to a sub-advisor are managed by the advisor. The fund uses the following principal investment styles, which are intended to complement one another:
- Growth Style emphasizes investments in equity securities of companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure.
- Value Style emphasizes investments in equity securities of companies trading below intrinsic valuations with stable returns and companies trading at steep discounts to intrinsic valuations with catalysts for an improvement in returns.
- Emerging Markets Style emphasizes investments in equity securities of companies whose principal activities are located in emerging market countries that are believed to be undervalued based on their earnings, cash flow or asset values. A country is considered to be an "emerging market" if it is defined as such by Morgan Stanley Capital International, Inc.

See "Additional Information -- Management -- Sub-Advisors" for more information on the investment styles employed by each sub-advisor.

When determining how to allocate the fund's assets among sub-advisors, the fund's advisor considers a variety of factors. These factors include a sub- advisor's investment style and performance record, as well as the characteristics of the sub-advisor's typical portfolio investments. These characteristics may include capitalization size, growth and profitability measures, valuation measures, economic sector weightings, and earnings and price volatility statistics. The allocations among the sub-advisors will vary over time according to prospective returns and risks associated with the various investment styles.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Additional Expenses
- Common Stock Risk
- Derivative Instrument Risk
- Emerging Markets Risk
- Foreign Currency Hedging Transaction Risk
- International Investing Risk
- Mid-Cap Stock Risk
- Multi-Manager Risk
- Securities Lending Risk
- Small-Cap Stock Risk

See "More About the Funds" for a discussion of these risks.

38
PROSPECTUS - First American Stock Funds

Fund Summaries
International Select Fund continued

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

 14.36%    (41.52)%

  2007       2008

Best Quarter:
Quarter ended  June 30, 2007           7.68%
Worst Quarter:
Quarter ended  December 31, 2008     (21.70)%

AVERAGE ANNUAL TOTAL RETURNS                                       Inception                          Since
AS OF 12/31/08                                                          Date       One Year       Inception
-----------------------------------------------------------------------------------------------------------
International Select Fund
-----------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                                     12/21/06       (44.72)%        (20.06)%
-----------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                                    (44.65)%        (20.16)%
-----------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and sale of fund
  shares)                                                                          (28.65)%        (16.52)%
-----------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                                     12/21/06       (44.83)%        (20.02)%
-----------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                                     12/21/06       (42.48)%        (18.42)%
-----------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                                     12/21/06       (41.70)%        (18.05)%
-----------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                                     12/21/06       (41.39)%        (17.64)%
-----------------------------------------------------------------------------------------------------------
MSCI AC World Index ex USA(1) (reflects no deduction for fees,
  expenses, or taxes)                                                              (45.24)%        (19.34)%
-----------------------------------------------------------------------------------------------------------
MSCI AC World Investable Market Index ex USA(2)                                    (45.71)%        (19.84)%

(1)An unmanaged index that tracks the performance of mid- and large- capitalization stocks of non-U.S. companies representing developed and emerging markets around the world that collectively comprise most foreign stock markets.

(2)Previously, the fund used the MSCI AC World Index ex USA as a benchmark. Going forward, the fund's performance will be compared to the MSCI AC World Investable Market Index ex USA because it more closely reflects the fund's investment universe. The MSCI AC World Investable Market Index ex USA is an unmanaged index that tracks the performance of small-, mid-, and large- capitalization stocks of non-U.S. companies representing developed and emerging markets around the world that collectively comprise most foreign stock markets.

39
PROSPECTUS - First American Stock Funds

Fund Summaries
International Select Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

-------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                         CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
-------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                            5.50%(2)     None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                    None(3)   5.00%    1.00%      None     None
-------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
-------------------------------------------------------------------------------------------------------------
  Management Fees                                                1.00%      1.00%    1.00%    1.00%    1.00%
  Distribution and/or Service (12b-1) Fees                       0.25%      1.00%    1.00%    0.50%      None
  Other Expenses                                                 0.45%      0.45%    0.45%    0.45%    0.45%
  Acquired Fund Fees and Expenses(4)                             0.03%      0.03%    0.03%    0.03%    0.03%
  Total Annual Fund Operating Expenses(5,6)                      1.73%      2.48%    2.48%    1.98%    1.48%
  Less Fee Waivers(7)                                           (0.21)%    (0.21)%  (0.21)%  (0.21)%  (0.21)%
  Net Expenses(7)                                                1.52%      2.27%    2.27%    1.77%    1.27%
-------------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  696            $  730            $  230            $  330            $  230        $  180        $  129
------------------------------------------------------------------------------------------------------------------------------
 3 years            $1,046            $1,153            $  753            $  753            $  753        $  601        $  447
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,418            $1,502            $1,302            $1,302            $1,302        $1,048        $  788
------------------------------------------------------------------------------------------------------------------------------
10 years            $2,462            $2,615            $2,615            $2,800            $2,800        $2,289        $1,750

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(5)Total Annual Fund Operating Expenses are based on the fund's fiscal period ended October 31, 2008, absent any expense reimbursements or fee waivers.

(7)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses, excluding acquired fund fees and expenses, do not exceed 1.49%, 2.24%, 2.24%, 1.74%, and 1.24%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

40
PROSPECTUS - First American Stock Funds

More About the Funds

Investment Strategies, Risks, and Other Investment Matters

OBJECTIVES

The funds' objectives, which are described in the "Fund Summaries" section, may be changed without shareholder approval. If a fund's objective changes, you will be notified at least 60 days in advance. Please remember, there is no guarantee that any fund will achieve its objective.

INVESTMENT STRATEGIES

The funds' principal investment strategies are discussed in the "Fund Summaries" section. These are the strategies that the funds' investment advisor believes are most likely to be important in trying to achieve the funds' objectives. This section provides information about some additional non-principal strategies that the funds' investment advisor may use to achieve the funds' objectives. You should be aware that each 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 800 677-FUND.

Temporary Investments. In an attempt to respond to adverse market, economic, political, or other conditions, each 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 funds' advisor. Being invested in these securities may keep a fund from participating in a market upswing and prevent the fund from achieving its investment objectives.

Infrastructure-Related Companies. Under normal market conditions, Global Infrastructure Fund invests primarily in equity securities issued by U.S. and non-U.S. infrastructure-related companies. Infrastructure-related companies may include, but are not necessarily limited to, those companies that are active in utilities (including electricity generation, transmission and distribution, gas and transmission, water distribution, and sewage treatment), transportation services (including toll roads, bridges, tunnels, parking facilities, railroads, rapid transit links, airports, air traffic control, refueling facilities and seaports), communication networks (broadcast and wireless towers, cable, fibre optic and satellite networks), social assets (including courthouses, hospitals, schools, school housing, correctional facilities, stadiums and subsidized housing), and those companies whose products and services are related to the infrastructure industry (such as manufacturers and distributors of building supplies and financial institutions that issue or service debt secured by infrastructure assets) that, along with other infrastructure-related companies, derive at least 50% of their revenues or profits from the ownership, development, construction, or operation of infrastructure assets or financing of infrastructure-related companies, or have at least 50% of the fair market value of their assets invested in infrastructure assets.

Portfolio Turnover. Large Cap Select Fund, Small Cap Growth Opportunities Fund, Real Estate Securities Fund, and Global Infrastructure Fund trade securities frequently as a principal investment strategy, generally resulting in annual portfolio turnover rates in excess, or well in excess for Global Infrastructure Fund, of 100%. From time to time, the other funds may also trade securities frequently, resulting in annual portfolio turnover rates of over 100%. The risks of frequent trading are described below under "Principal Risks -- Frequent Trading Risk." The "Financial Highlights" section of this prospectus shows the historical portfolio turnover rate for each fund.

PRINCIPAL RISKS

The principal risks of investing in each fund are identified in the "Fund Summaries" section. These risks are described below.

Active Management Risk. Each fund is actively managed and its performance therefore will reflect in part the advisor's or sub-advisor's ability to make investment decisions which are suited to achieving the fund's investment objective. Due to its active management, a fund could underperform other mutual funds with similar investment objectives.

Additional Expenses. Global Infrastructure Fund's, International Fund's, and International Select Fund's investment in exchange-traded funds and other investment companies involves additional expenses that would not be present in a direct investment in these underlying funds.

Common Stock Risk. Stocks may decline significantly in price over short or extended periods of time. Price changes may occur in the market as a whole, or they may occur in only a particular country, company, industry, or sector of the market. In addition, the types of stocks in which a particular fund invests, such as value stocks, growth stocks, large-capitalization stocks, mid- capitalization stocks, small-capitalization stocks and/or micro-capitalization stocks, may underperform the market as a whole.

Credit Risk. Equity Income Fund is subject to the risk that the issuers of debt securities held by a fund will not make payments on the securities or that the other party to an investment contract 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 without the assessment of an independent rating organization, such as Moody's or S&P.

41
PROSPECTUS - First American Stock Funds

More About the Funds
Investment Strategies, Risks, and Other Investment Matters continued

in the direction that the advisor or sub-advisor anticipates; an imperfect correlation between the price of derivative instruments and movements in the prices of the securities being hedged; the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; leverage risk, which is the risk that adverse price movements in an instrument can result in a loss substantially greater than the fund's initial investment in that instrument; and the risk that the counterparty will fail to perform its obligations, which could leave the fund worse off than if it had not entered into the position. If a fund uses derivative instruments and the advisor's or sub-advisor's judgment proves incorrect, the fund's performance could be worse than if it had not used these instruments.

Emerging Markets Risk. Global Infrastructure Fund, International Fund, and International Select Fund may invest in equity securities of emerging markets issuers. The risks of international investing are particularly significant in emerging markets. Investing in emerging markets generally involves exposure to economic structures that are less diverse and mature, and to political systems that are less stable, than those of developed countries. In addition, issuers in emerging markets typically are subject to a greater degree of change in earnings and business prospects than are companies in developed markets.

Foreign Currency Hedging Transaction Risk. In order to hedge against adverse movements in currency exchange rates, the funds may enter into forward foreign currency exchange contracts. If the advisor's or sub-advisor's forecast of exchange rate movements is incorrect, the fund may realize losses on its foreign currency transactions. In addition, the fund's hedging transactions may prevent the fund from realizing the benefits of a favorable change in the value of foreign currencies.

Frequent Trading Risk. Frequent trading of fund securities may produce capital gains, which are taxable to shareholders when distributed. Frequent trading may also increase the amount of commissions or mark-ups to broker-dealers that a fund pays when it buys and sells securities, which may detract from the fund's performance.

Growth Stock Risk. There is a risk that growth stocks may underperform other types of stocks and the market as a whole. In addition, growth stocks can be more volatile than other types of stocks.

Initial Public Offering (IPO) Risk. Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies. Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals. Investors in IPOs can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information. IPOs will frequently be sold within 12 months of purchase. This may result in increased short-term capital gains, which will be taxable to shareholders as ordinary income.

Interest Rate Risk. Debt securities in Balanced Fund and Equity Income 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. One measure of interest rate risk is effective duration, explained above in "Investment Strategies."

International Investing Risk. Global Infrastructure Fund, International Fund, and International Select Fund invest primarily in equity securities that trade in markets other than the United States. Each other fund may also invest in these securities. To the extent a fund is allowed to invest in depositary receipts, the fund will be subject to the same risks as other foreign securities in which the fund may invest, unless otherwise noted below. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt. International investing involves risks not typically associated with U.S. investing. These risks include:

Currency Risk. Because the foreign securities in which the funds invest, with the exception of American Depositary Receipts, generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the fund's net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. A strong U.S. dollar relative to these other currencies will adversely affect the value of the fund.

Foreign Securities Market Risk. Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading, and greater spreads between bid and asked prices for securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

42
PROSPECTUS - First American Stock Funds

More About the Funds
Investment Strategies, Risks, and Other Investment Matters continued

Foreign Tax Risk. A fund's income from foreign issuers may be subject to non- U.S. withholding taxes. In some countries, the fund also may be subject to taxes on trading profits and, on certain securities transactions, transfer or stamp duties tax. To the extent foreign income taxes are paid by the fund, U.S. shareholders may be entitled to a credit or deduction for U.S. tax purposes. See "Policies and Services -- Managing Your Investment -- Taxes -- Foreign Tax Credits" below for details.

Information Risk. Non-U.S. companies generally are not subject to uniform accounting, auditing, and financial reporting standards or to other regulatory requirements that apply to U.S. companies. As a result, less information may be available to investors concerning non-U.S. issuers. Accounting and financial reporting standards in emerging markets may be especially lacking.

Investment Restriction Risk. Some countries, particularly emerging markets, restrict to varying degrees foreign investment in their securities markets. In some circumstances, these restrictions may limit or preclude investment in certain countries or may increase the cost of investing in securities of particular companies.

Political and Economic Risks. International investing is subject to the risk of political, social, or economic instability in the country of the issuer of a security, the difficulty of predicting international trade patterns, the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, and nationalization of assets.

Infrastructure Sector Risk. Because Global Infrastructure Fund concentrates its investments in infrastructure-related securities, the fund has greater exposure to adverse economic, regulatory, political, legal, and other changes affecting the issuers of such securities. Infrastructure-related businesses are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, service interruption and/or legal challenges due to environmental, operational or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, especially in emerging markets, resulting in delays and cost overruns.

Master Limited Partnership (MLP) Risk. Global Insfrastructure Fund can invest in MLPs. An MLP is an investment that combines the tax benefits of a limited partnership with the liquidity of publicly-traded securities. The risks of investing in an MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. Investments held by MLPs may be relatively illiquid, limiting the MLPs' ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly-based companies. The fund's investment in MLPs also subjects the fund to the risks associated with the specific industry or industries in which the MLPs invest. Additionally, since MLPs generally conduct business in multiple states, the fund may be subject to income or franchise tax in each of the states in which the partnership does business. The additional cost of preparing and filing the tax returns and paying the related taxes may adversely impact the fund's return on its investment in MLPs.

Mid-Cap Stock Risk. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk. Mid-cap companies may have limited product lines, markets or financial resources, and they may be dependent on a limited management group. Stocks of mid-cap companies may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.

Multi-Manager Risk. Because each sub-advisor of International Fund and International Select Fund makes investment decisions independently, it is possible that the security selection process of the sub-advisors may not complement one another. As a result, each fund's exposure to a given security, industry sector or market capitalization could be smaller or larger than would be the case if the fund was managed by a single sub-advisor. It is possible that one or more of the sub-advisors may, at any time, take positions that may be opposite of positions taken by other sub-advisors. In such cases, the funds will incur brokerage and other transaction costs, without accomplishing any net investment results. Sub-advisors also may be competing with one another for similar positions at the same time, which could have the result of increasing a security's cost. The multi-manager approach could increase each fund's portfolio turnover rates which may result in higher levels of realized capital gains or losses with respect to each fund's portfolio securities, higher brokerage commissions and other transaction costs. The sub-advisors selected may underperform the market generally or other sub-advisors that could have been selected for the funds.

Non-Diversification Risk. Real Estate Securities Fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of companies 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,

43
PROSPECTUS - First American Stock Funds

More About the Funds
Investment Strategies, Risks, and Other Investment Matters continued

and because those issuers generally will be in the real estate industry, the fund's portfolio securities may be more susceptible to any single economic or regulatory occurrence than the portfolio securities of a diversified fund.

Non-Investment Grade Securities Risk. Equity Income Fund may invest in securities which are rated lower than investment grade. These securities, which are commonly called "high-yield" securities or "junk bonds," generally have more volatile prices and carry more risk to principal than investment grade securities. High-yield securities may be more susceptible to real or perceived adverse economic conditions than investment grade securities. In addition, the secondary trading market may be less liquid.

Real Estate Investment Trust (REIT) Risk. Real Estate Securities Fund invests a majority of its assets in REITs and Global Infrastructure Fund may also invest in REITs as a principal strategy. Equity REITs will be affected by changes in the values of and incomes from the properties they own, while mortgage REITs may be affected by the credit quality of the mortgage loans they hold. REITs are subject to other risks as well, including the fact that REITs are dependent on specialized management skills which may affect their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to the risks associated with obtaining financing for real property.

A U.S. domestic REIT can pass its income through to shareholders or unitholders without any tax at the entity level if it complies with various requirements under the Internal Revenue Code. There is the risk that a REIT held by the fund will fail to qualify for this tax-free pass-through treatment of its income. Similarly, REITs formed under the laws of non-U.S. countries may fail to qualify for corporate tax benefits made available by the governments of such countries.

By investing in REITs indirectly through a fund, in addition to bearing a proportionate share of the expenses of the fund, shareholders of the fund will also indirectly bear similar expenses of the REITs in which the fund invests.

Real Estate Sector Risk. The stocks of companies within specific industries or sectors of the economy can periodically perform differently than the overall stock market. This can be due to changes in such things as the regulatory or competitive environment or to changes in investor perceptions of a particular industry or sector. Real Estate Securities Fund invests primarily in equity securities of publicly traded companies in the real estate industry. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and incomes from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to them, and companies which service the real estate industry.

Securities Lending Risk. When a 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.

Small-Cap Stock Risk. Stocks of small-cap companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification, and competitive strengths of larger companies. Prices of small- cap stocks may be subject to more abrupt or erratic movements than stock prices of larger, more established companies or the market averages in general. In addition, the frequency and volume of their trading may be less than is typical of larger companies, making them subject to wider price fluctuations. In some cases, there could be difficulties in selling the stocks of small-cap companies at the desired time and price. Stocks at the bottom end of the capitalization range in which Global Infrastructure Fund, International Fund, International Select Fund, Small Cap Growth Opportunities Fund, Small Cap Select Fund and Small Cap Value Fund may invest sometimes are referred to as "micro-cap" stocks. These stocks may be subject to extreme price volatility, as well as limited liquidity and limited research.

Value Stock Risk. There is a risk that value stocks may underperform other types of stocks and the market as a whole. Value stocks can continue to be undervalued by the market for long periods of time.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the funds' policies and procedures with respect to the disclosure of each fund's portfolio securities is available in the funds' SAI.

44
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares

GENERAL

You may purchase, redeem, or exchange shares of the funds on any day when the New York Stock Exchange (NYSE) is open, except that shares cannot be purchased by wire transfer on days that federally chartered banks are closed. Purchases, redemptions and exchanges may be restricted in the event of an early or unscheduled close of the NYSE, as permitted by the Securities and Exchange Commission (SEC).

The funds have authorized certain investment professionals and financial institutions ("financial intermediaries") to accept purchase, redemption, or exchange orders on their behalf. Your purchase or redemption price will be based on the net asset value (NAV) per share next calculated by the funds after your order is received by the funds or an authorized financial intermediary in proper form. Exchanges are also made at the NAV per share next calculated by the fund after your exchange request is received in proper form. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Calculating Net Asset Value" below. Contact your financial intermediary to determine the time by which it must receive your order to be assured same day processing. To make sure your order is in proper form, you must follow the instructions set forth below under "Purchase, Redemption, and Exchange Procedures."

Some financial intermediaries may charge a fee for helping you purchase, redeem, or exchange shares. Contact your financial intermediary for more information. No such fee will be imposed if you purchase shares directly from the funds.

CHOOSING A SHARE CLASS

The funds issue their shares in five classes (four classes for Global Infrastructure Fund) with each class having a different cost structure. As noted below, only certain eligible investors can purchase Class R and Class Y shares of the funds, whereas Class A and Class C shares (the "Retail Share Classes") are generally available to investors. You should decide which share class best suits your needs.

Effective at the close of business on June 30, 2008 (the "Closing Date"), no new or additional investments, including investments through any systematic investment plan, were allowed in Class B shares of the First American funds, except through permitted exchanges. Existing shareholders of Class B shares may continue to hold their Class B shares, exchange their Class B shares for Class B shares of another First American fund (as permitted by existing exchange privileges), and redeem their Class B shares as described in the prospectus. Any dividends or capital gains on Class B shares of a fund will be reinvested in Class B shares of the fund at net asset value, unless you have otherwise chosen to receive distributions in cash. For Class B shares outstanding as of the Closing Date, all Class B share attributes, including the 12b-1 fee, contingent deferred sales charge schedule, and conversion feature remain unchanged. Class B shareholders wishing to make additional investments in the funds' shares are permitted to invest in other classes of the funds, subject to the pricing and eligibility requirements of those classes.

Eligibility to Invest in Class R and Class Y Shares

CLASS R SHARES generally are available only to 401(k) plans, 457 plans, profit- sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans ("retirement plans"), and must be held in plan level or omnibus accounts.

Class R shares are not available to retail retirement or non-retirement accounts, Traditional and Roth Individual Retirement Accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, and 529 college savings plans.

CLASS Y SHARES are offered to group retirement and employee benefit plans and to certain persons who are charged fees for advisory, investment, consulting or similar services by a financial intermediary or other service provider. Such persons may include, but are not limited to, individuals, corporations, and endowments.

Class Share Overview

                                   Contingent Deferred
                 Front-End Sales       Sales Charge         Annual 12b-1 Fees
                  Charge (FESC)           (CDSC)         (as a % of net assets)
-------------------------------------------------------------------------------
Class A                5.50%(1)            None(2)                0.25%
Class B(3)             None                5.00%(4)               1.00%
Class C(5)             None                1.00%(6)               1.00%
Class R                None                None                   0.50%
Class Y                None                None                   None
-------------------------------------------------------------------------------

(1)The FESC is reduced for larger purchases. See "Determining Your Share Price -- Class A Shares" below.

(2)Class A share investments of $1 million or more on which no FESC is paid may be subject to a 1.00% CDSC.

(3)Class B shares automatically convert to Class A shares eight years after purchase, which reduces future annual expenses since Class A shares have lower annual expenses.

(4)A CDSC of up to 5.00% applies to Class B shares if you redeem shares within six years of purchase. The CDSC declines over the six years as described below under "Determining Your Share Price -- Class B Shares."

(5)Class C shares do not convert to Class A shares so they will continue to have higher annual expenses than Class A shares for as long as you hold them.

(6)A 1.00% CDSC applies if you redeem your Class C shares within 12 months of purchase.

Among the Retail Share Classes, Class A shares may be a better choice if your investment qualifies for a reduced sales charge. You should not place Class C share orders that would cause your total investment in First American Funds Class A, Class B (for funds that offered such share class), and Class C shares (not including First American money market funds) to equal or exceed $1 million, using the aggregation principles discussed below under "Determining Your Share Price -- Class A Shares -- Reducing Your Sales Charge on Class A Shares." To the extent operationally possible, these orders will be automatically rejected.

45
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Class R or Class Y shares are generally a better choice than a Retail Share Class if you are eligible to purchase these share classes. However, if you intend to hold your shares for a long time, or if you are eligible to invest in Class A shares with a reduced or waived sales charge, Class A may be a better choice than an investment in Class R shares.

DETERMINING YOUR SHARE PRICE

Because the current prospectus and Statement of Additional Information are available on First American Funds' website free of charge, we do not disclose the following share class information separately on the website.

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 sales charge you pay may differ slightly from the amount set forth below because of rounding that occurs in the calculation used to determine your sales charge.

                                       Sales Charge
                              -----------------------------
                               As a %               As a %
                                 of                 of Net
                              Offering              Amount
Purchase Amount                 Price              Invested
-----------------------------------------------------------
Less than $50,000               5.50%                5.82%
50,000 - $99,999                4.50%                4.71%
$100,000 - $249,999             3.50%                3.63%
$250,000 - $499,999             2.50%                2.56%
$500,000 - $999,999             2.00%                2.04%
$1 million and over             0.00%                0.00%

Reducing Your Sales Charge on Class A Shares. As shown in the preceding table, larger purchases of Class A shares reduce the percentage sales charge you pay. In determining whether you are entitled to pay a reduced sales charge, you may aggregate certain other purchases with your current purchase, as follows.

Prior Purchases. Prior purchases of Class A, Class B (for funds that offered such share class), and Class C shares of any First American Fund (except a money market fund) will be factored into your sales charge calculation. You will receive credit for the current net asset value of the other Class A, Class B, and Class C shares you hold at the time of your purchase, including shares held in individual retirement, custodial or personal trust accounts. For example, let's say you're making a $10,000 investment and you already own other First American Fund Class A shares that are currently valued at $45,000. You will receive credit for the current value of these shares and your sales charge will be based on a total purchase amount of $55,000. If the current net asset value of your shares is less than their original purchase price, you may receive credit for their original purchase price instead, but only if you provide a written request to the funds and provide them with the records necessary to demonstrate the shares' purchase price.

Purchases by Related Accounts. Concurrent and prior purchases by certain other accounts of Class A, Class B (for funds that offered such share class), and Class C shares of any First American Fund (except a money market fund) also will be combined with your purchase to determine your sales charge. The fund will combine purchases made by you, your spouse or domestic partner, and your dependent children when it calculates the sales charge, including purchases in individual retirement, custodial and personal trust accounts.

Letter of Intent. If you plan to make an aggregate investment of $50,000 or more over a 13-month period in Class A or Class C shares of one or more First American Funds, other than the money market funds, you may reduce your sales charge for Class A purchases 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 "Class A Share Investments of Over $1 Million" below.

It is your responsibility to determine whether you are entitled to pay a reduced sales charge. The fund is not responsible for making this determination. To receive a reduced sales charge, you must notify the fund at the time of the purchase order that a quantity discount may apply to your current purchase. If you purchase shares by mail, you must notify the fund in writing. Otherwise, simply inform your financial intermediary, or Investor Services if you are purchasing shares directly from the funds, and they will notify the fund.

You should provide your financial intermediary with information or records regarding any other accounts in which there are holdings eligible to be aggregated, including:
- all of your accounts at your financial intermediary.
- all of your accounts at any other financial intermediary.
- all accounts of any related party (such as a spouse or dependent child) held with any financial intermediary.

You should keep the records necessary to demonstrate the purchase price of shares held in these accounts since neither the fund and its transfer agent nor your financial intermediary may have this information.

More information on these ways to reduce your sales charge appears in the SAI.

46
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

- full-time employees of any broker-dealer authorized to sell fund shares.
- full-time employees of the fund's counsel.
- members of the immediate families of any of the foregoing (i.e., a spouse or domestic partner and any dependent children).
- persons who purchase the funds through "one-stop" mutual fund networks through which the funds are made available.
- persons participating in a fee-based program sponsored and maintained by a registered broker-dealer.
- trust companies and bank trust departments acting in a fiduciary, advisory, agency, custodial or similar capacity.

- group retirement and employee benefit plans.

In addition, persons who hold shares of a First American money market fund acquired pursuant to a prior arrangement under which the money market fund had served as a cash investment option for another mutual fund family may exchange those shares (including shares representing reinvested dividends) for Class A shares at net asset value without a sales charge.

You must notify the funds or your financial intermediary if you are eligible to purchase Class A shares without a sales charge.

Reinvesting After a Redemption. If you redeem Class A shares of a First American Fund (except money market fund shares on which you have not paid a sales charge), 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 financial intermediary.

Class A Share Investments of Over $1 Million. There is no initial sales charge on Class A share purchases of $1 million or more (including purchases that reach the $1 million level as a result of aggregating prior purchases and purchases by related accounts). However, your financial intermediary 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 CDSC you pay may differ slightly from this amount because of rounding that occurs in the calculation used to determine your CDSC. To find out whether you will be assessed a CDSC, ask your financial intermediary.

The CDSC is based on the value of your shares at the time of purchase in the case of a partial redemption. If you redeem all of your shares, the CDSC is based on the value of your shares at the time of purchase or at the time of redemption, 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, Class A shares that are not subject to a CDSC will be redeemed first. The CDSC will be waived in the circumstances described below under "Waiving Contingent Deferred Sales Charges."

Class B Shares

Effective at the close of business on June 30, 2008, no new or additional investments were allowed in Class B shares of the First American funds as described above under "Choosing a Share Class."

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 CDSC, as reflected in the following table.

                        CDSC as a % of the value
Year since purchase               of your shares
------------------------------------------------
First                                      5.00%
Second                                     5.00%
Third                                      4.00%
Fourth                                     3.00%
Fifth                                      2.00%
Sixth                                      1.00%
Seventh                                    0.00%
Eighth                                     0.00%

The CDSC you pay may differ slightly from the amount set forth above because of rounding that occurs in the calculation used to determine your CDSC.

Your CDSC will be based on the value of your shares at the time of purchase or at the time of redemption, 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, Class B shares that are not subject to a CDSC will be redeemed first; other Class B shares will then be redeemed in an order that minimizes your CDSC. The CDSC will be waived in the circumstances described below under "Waiving Contingent Deferred Sales Charges."

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 beginning of the month in which you purchased the shares.

Class C Shares

Your purchase price for Class C shares is their net asset value -- there is no front-end sales charge. However, if you redeem your shares within 12 months of purchase, you will be assessed a 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 you pay may differ slightly from this amount because of rounding that occurs in the calculation used to determine your CDSC. The CDSC does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. To help lower your costs, Class C shares that are not subject to a CDSC will be redeemed first. The CDSC will be waived in the circumstances described below under "Waiving Contingent Deferred Sales Charges."

47
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

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.

Retirement Plan Availability of Class C Shares

Class C shares are available to individual plans and certain smaller group plans, such as SIMPLE, SEP, and Solo 401(k) plans. Class C shares are not available to certain employer-sponsored plans, such as 401(k), employer- sponsored 403(b), money purchase and profit sharing plans, except for those plans invested in Class C shares of the First American Funds prior to July 20, 2007.

Waiving Contingent Deferred Sales Charges

CDSCs on Class A, Class B, and Class C share redemptions 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 IRA 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. The systematic withdrawal limit will be based on the market value of your account at the time of each withdrawal.
- redemptions required as a result of over-contribution to an IRA plan.

Class R and Class Y Shares

Your purchase price for Class R and Class Y shares is their net asset value. These share classes do not have a front-end sales charge or a CDSC.

12B-1 FEES

Each fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act that allows the fund to pay its distributor an annual fee for the distribution and sale of its shares and/or for services provided to shareholders. The funds do not pay 12b-1 fees on Class Y shares. The 12b-1 fees paid by the funds are designated as distribution fees and/or shareholder servicing fees, as described here.

                                    Annual 12b-1 Fees
                               (as a percentage of average
                                    daily net assets)
                             ------------------------------
                                                Shareholder
                             Distribution        Servicing
                                  Fee               Fee
-----------------------------------------------------------
Class A                          None               0.25%
Class B                          0.75%              0.25%
Class C                          0.75%              0.25%
Class R                          0.25%              0.25%
Class Y                          None               None

Because 12b-1 fees are paid out of a 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.

COMPENSATION PAID TO FINANCIAL INTERMEDIARIES

The funds' distributor receives any front-end sales charge or CDSC that you pay and any 12b-1 fees paid by the funds. From this revenue, the distributor will pay financial intermediaries for the services they provide. The funds' advisor and/or distributor may make additional payments to intermediaries from their own assets, as described below under "Additional Payments to Financial Intermediaries."

Sales Charge Reallowance

The distributor pays (or "reallows") a portion of the front-end sales charge on Class A shares to your financial intermediary, as follows:

                                  Maximum Reallowance
                                       as a % of
Purchase Amount                      Purchase Price
-----------------------------------------------------
Less than $50,000                        5.00%
$50,000 - $99,999                        4.00%
$100,000 - $249,999                      3.25%
$250,000 - $499,999                      2.25%
$500,000 - $999,999                      1.75%
$1 million and over                      0.00%

48
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Sales Commissions

There is no initial sales charge on Class A share purchases of $1 million or more. However, your financial intermediary may receive a commission of up to 1.00% on your purchase. Although you pay no front-end sales charge when you buy Class C shares, the funds' distributor pays a sales commission of 1.00% of the amount invested to intermediaries selling Class C shares.

12b-1 Fees

The funds' distributor uses the 12b-1 shareholder servicing fee to compensate financial intermediaries for administrative services performed on behalf of the intermediaries' customers. These intermediaries receive shareholder servicing fees of up to 0.25% of a fund's Class A, Class B, Class C, and Class R share average daily net assets attributable to shares sold through them. For Class A and Class R shares, the distributor begins to pay shareholder servicing fees to these intermediaries immediately after you purchase shares. For Class B and Class C shares, the distributor begins to pay shareholder servicing fees to these intermediaries one year after you purchase shares, but only if you continue to hold the shares at that time.

The funds' distributor uses the 12b-1 distribution fee to compensate financial intermediaries for the sale of fund shares to their customers. The funds' distributor pays intermediaries that sell Class C shares a 0.75% annual distribution fee beginning one year after the shares are sold. The funds' distributor pays intermediaries that sell Class R shares a 0.25% annual distribution fee beginning immediately after you purchase shares. The funds' distributor retains the Class B share 0.75% annual distribution fee in order to finance the payment of sales commissions to intermediaries that sold Class B shares.

In all cases, intermediaries continue to receive 12b-1 fees for as long as you hold fund shares.

Additional Payments to Financial Intermediaries

The advisor and/or the distributor may pay additional compensation to financial intermediaries out of their own resources to selected intermediaries for the purposes of promoting the sale of fund shares, maintaining share balances and/or for sub-accounting, administrative or shareholder processing services. The amounts of these payments could be significant, and may create an incentive for the intermediary or its representatives to recommend or offer shares of the funds to you. The intermediary may elevate the prominence or profile of the funds within the intermediary's organization by, for example, placement on a list of preferred or recommended funds, and/or granting the advisor and/or the distributor preferential or enhanced opportunities to promote the funds in various ways within the intermediary's organization. These payments are not reflected in the fees and expenses listed in the "Fund Summaries" section of the prospectus because they are not paid by the funds.

These payments are negotiated and may be based on such factors as the number or value of First American Fund shares that the intermediary sells or may sell; the value of the assets invested in the First American Funds by the intermediary's customers; the type and nature of services or support furnished by the intermediary; and/or other measures as determined from time to time by the advisor and/or distributor. Such payments are generally asset based but also may include the payment of a lump sum for services provided. In addition, the advisor and/or the distributor may make payments to reimburse selected intermediaries for items such as ticket charges (i.e., fees that an intermediary charges its representatives for effecting transactions in fund shares), operational charges, literature printing and/or distribution costs, and networking fees.

The advisor and/or distributor may make other payments or allow other promotional incentives to financial intermediaries to the extent permitted by SEC and FINRA rules and by other applicable laws and regulations.

You can ask your financial intermediary for information about any payments it receives from the advisor and/or the distributor and from the funds, and any services your intermediary provides, as well as about fees and/or commissions your intermediary charges. You can also find more details about payments made by the advisor, and/or the distributor in the funds' SAI.

PURCHASE, REDEMPTION, AND EXCHANGE PROCEDURES

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

Purchasing Class A and Class C Shares

You can become a shareholder in any of the funds by making a minimum initial investment of $2,500 ($2,000 for Coverdell Education Savings Accounts). The minimum additional investment is $100.

The funds reserve the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order.

By Phone. You can purchase shares by calling your financial intermediary, if it has a sales agreement with the funds' distributor. Once the initial minimum investment has been

49
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

made, you can also place purchase orders in amounts equal to or greater than the minimum additional investment amount by calling Investor Services at 800 677- FUND. Funds will be transferred electronically from your bank account through the Automated Clearing House (ACH) network. Before making a purchase by electronic funds transfer, you must submit a new account form to the funds and elect this option. Be sure to include all of your banking information on the form.

By Wire. You can purchase shares by making a wire transfer from your bank. Before making an initial investment by wire, you must submit a new account form to the funds. After receiving your form, a service representative will contact you with your account number and wiring instructions. Your order will be priced at the next NAV, or public offering price as applicable based on your share class, calculated after the funds' custodian receives your payment by wire. Before making any additional purchases by wire, you should call Investor Services at 800 677-FUND. 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:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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 drawn on a bank located within the United States and payable in U.S. dollars to First American Funds.
- Cash, money orders, cashier's checks in amounts less than $10,000, third-party checks, Treasury checks, credit card checks, traveler's checks, starter checks, and credit cards will not be accepted. We are unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order or payment.
- If a check or ACH transaction does not clear your bank, the funds reserve the right to cancel the purchase, and you may be charged a fee of $25 per check or transaction. You could be liable for any losses or fees incurred by the fund as a result of your check or ACH transaction failing to clear.

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

- by having $100 or more automatically withdrawn from your bank account on a periodic basis and invested in fund shares, or

- through automatic monthly exchanges of your First American fund into another First American fund of the same class.

You may apply for participation in either of these programs through your financial intermediary or by calling Investor Services at 800 677-FUND.

Redeeming Class A, Class B, and Class C Shares

When you redeem shares, the proceeds are normally sent on the next business day, but in no event more than seven days, after your request is received in proper form.

By Phone. If you purchased shares through a financial intermediary, simply call them to redeem your shares.

If you did not purchase shares through a financial intermediary, you may redeem your shares by calling Investor Services at 800 677-FUND. Proceeds can be wired to your bank account (if you have previously supplied your bank account information to the fund) or sent to you by check. The funds charge a $15 fee for wire redemptions, but have the right to waive this fee for shares redeemed through certain financial intermediaries and by certain individuals. Proceeds also can be sent directly to your bank or brokerage account via electronic funds transfer if your bank or brokerage firm is a member of the ACH network. Credit is usually available within 2-3 business days. The First American Funds reserve the right to limit telephone redemptions to $50,000 per account per day.

If you recently purchased your shares by check or through the ACH network, 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 redeem shares by mail, send a written request to your financial intermediary, or to the fund at the following address:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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

After you have established your account, signatures on a written request must be guaranteed if:

- you would like redemption proceeds to be paid to any person, address, or bank account other than that on record.

50
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

- you would like the redemption check mailed to an address other than those on the fund's records, or you have changed the address on the fund's records within the last 30 days.

- your redemption request is in excess of $50,000.
- bank information related to an automatic investment plan, telephone purchase or telephone redemption is changed.

In addition to the situations described above, the funds reserve the right to require a signature guarantee in other instances based on the circumstances of a particular situation.

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 intermediary to determine if it has this capability. A notary public is not an acceptable signature guarantor.

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

By Wire. You can call or write to have redemption proceeds sent to a bank account. See the policies for redeeming shares by phone or by mail. Before requesting to have redemption proceeds sent to a bank account, please make sure the funds have your bank account information on file. If the funds do not have this information, you will need to send written instructions with your bank's name and a voided check or pre-printed savings account deposit slip. You must provide written instructions signed by all fund and bank account owners, and each individual must have their signature guaranteed.

By Systematic Withdrawal Plan. 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. You may set up a systematic withdrawal when you complete a new account form or by calling your financial intermediary.

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

Exchanging Class A, Class B, and Class C Shares

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

Generally, you may exchange your shares only for the same class of shares of the other fund, with certain exceptions, including:

- 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 purchase Class Y shares.

- If you are no longer eligible to hold Class Y shares, you may exchange your shares for Class A shares at net asset value. Class A shares have higher expenses than 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 one of the funds 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 that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

By Phone. If both funds have identical shareholder registrations, you may exchange shares by calling your financial intermediary or by calling the funds directly at 800 677-FUND.

By Mail. To exchange shares by written request, please follow the procedures under "Redeeming Class A, Class B, and Class C Shares" above. Be sure to include the names of both funds involved in the exchange.

By Systematic Exchange Plan. You may add to your investment on a regular basis through automatic monthly exchanges of one First American fund into another First American fund of the same class. You may apply for participation in this program through your financial intermediary or by calling Investor Services at 800 677-FUND.

Purchasing, Redeeming, and Exchanging Class R Shares

Eligible retirement plans generally may open an account and purchase Class R shares by contacting any financial intermediary or plan administrator authorized to sell the funds' shares. Participants in retirement plans generally must contact the plan's administrator to purchase, redeem or exchange shares.

Share purchases by eligible retirement plans are generally made by wire transfer. You cannot purchase shares by wire on days when federally chartered banks are closed.

Purchase orders and redemption requests from a retirement plan or participant in the plan must be received by the financial intermediary or plan administrator by the time specified by that institution to be assured same day processing. In order for shares to be purchased or sold at that day's price, the funds must receive the purchase order or redemption request from the financial intermediary or plan administrator by 3:00 p.m. Central time. It is the responsibility of the financial intermediary or plan administrator to promptly transmit orders to the funds.

51
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

If the funds receive a redemption request by 3:00 p.m. Central time, payment of the 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.

Exchanging Class R Shares. If you are a plan participant and your investment goals or your financial needs change, you may exchange your shares for Class R shares of another First American Fund offered through your retirement plan. 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.

To exchange your shares, call your financial intermediary or plan administrator. In order for your shares to be exchanged the same day, you must call your financial intermediary or plan administrator by the time specified by that 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 intermediary or plan administrator 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, or the funds offered through your retirement plan may change, at any time. You will be notified of any changes. The funds have the right to limit exchanges that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

Purchasing, Redeeming, and Exchanging Class Y Shares

You may purchase or redeem shares by calling your financial intermediary. When purchasing shares, payment must generally be made by wire transfer, which can be arranged by your financial intermediary. You cannot purchase shares by wire on days when federally chartered banks are closed. The funds reserve the right to impose minimum investment amounts on clients of financial intermediaries that charge the funds or the advisor transaction or recordkeeping fees.

If the fund or an authorized financial intermediary 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.

Exchanging Class Y 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 purchase Class Y shares, 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 intermediary.

Systematic Transactions. You may add to your investment, or redeem a specific dollar amount from your account, on a regular, automatic basis through a systematic investment or withdrawal plan. You may also move from one First American Fund to another First American Fund of the same class on a regular basis through automatic monthly exchanges. You may apply for participation in these programs through your financial intermediary.

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

ADDITIONAL INFORMATION ON PURCHASING, REDEEMING, AND EXCHANGING SHARES

Calculating Net Asset Value

The funds generally calculate their NAVs as of 3:00 p.m. Central time every day the New York Stock Exchange is open. The funds do not calculate their NAVs on national holidays, or any other days, on which the NYSE is closed for trading.

A 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.

Investments and other assets will be valued at their market values. For securities traded on an exchange, we receive the price as reported by the exchange from one or more independent pricing services that have been approved by the funds' board of directors. These independent pricing services also provide security valuations for certain other investments not traded on an exchange. 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 procedures approved by the funds' board of directors. Under these procedures, fair values are generally determined by a pricing committee appointed by the board of directors, except that Global Infrastructure Fund, International Fund, and International Select Fund may rely on the recommendations of a fair value pricing service approved by the funds' board of directors in valuing foreign securities. The types of securities for which such fair value pricing might be required include, but are not limited to:

- Securities, including securities traded in foreign markets, where an event occurs after the close of the market in which such security principally trades, but before NAV is

52
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

determined, that will affect the value of such security, or the closing value is otherwise deemed unreliable;
- Securities whose trading has been halted or suspended;
- Fixed-income securities that have gone into default and for which there is no current market value quotation; and
- Securities with limited liquidity, including certain high-yield securities or securities that are restricted as to transfer or resale.

Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. Fair value determinations can also involve reliance on quantitative models employed by a fair value pricing service. There can be no assurance that a fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the fund determines its NAV per share.

Global Infrastructure Fund, International Fund, and International Select Fund will hold portfolio securities that trade on weekends or other days when the funds do not price their shares. Therefore, the net asset value of the shares of these funds may change on days when shareholders will not be able to purchase or redeem their fund shares.

Short-Term Trading of Fund Shares

The funds discourage purchases and redemptions of their shares in response to short-term fluctuations in the securities markets. The funds' board of directors has adopted policies and procedures designed to detect and deter short-term trading in the funds' shares that may disadvantage long-term fund shareholders. These policies are described below. The funds will not knowingly accommodate trading in the funds' shares in violation of these policies.

Risks Associated with Short-Term Trading. Short-term trading in a fund's shares, particularly in larger amounts, may be detrimental to long-term shareholders of the fund. Depending on various factors, including the size of a fund, the amount of assets the fund typically maintains in cash or cash equivalents, the dollar amount and number and frequency of trades, and the types of securities in which the fund typically invests, short-term trading may interfere with the efficient management of the fund's portfolio, increase the fund's transaction costs, administrative costs and taxes, and/or impact the fund's performance.

In addition, the nature of a fund's portfolio holdings may allow a shareholder engaging in a short-term trading strategy to take advantage of possible delays between the change in the value of a fund's portfolio holdings and the reflection of that change in the net asset value of the fund's shares. Such a delay may occur in funds that have significant investments in foreign securities, where the value of those securities is established some time before the fund calculates its own share price, or in funds that hold significant investments in small-cap securities, high-yield (junk) bonds and other types of investments that may not be frequently traded. This type of short-term trading is sometimes referred to as "arbitrage market timing," and there is the possibility that such trading may dilute the value of fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

Short-Term Trading Policies. The funds' advisor monitors trading in fund shares in an effort to identify short-term trading activity that may disadvantage long- term shareholders. Only transactions that exceed a certain dollar threshold that has been determined to be potentially disruptive to the management of a fund are subject to monitoring. It is the policy of the funds to permit no more than one round trip by an investor during any 90-calendar-day period. A round trip is defined as a purchase into or redemption out of a fund (including purchases or redemptions accomplished by an exchange) paired with an opposite direction redemption out of or purchase into the same fund within 10 calendar days, in a dollar amount that exceeds the monitoring threshold. If the advisor determines that a shareholder has made more than one round trip during any 90-calendar-day period, the shareholder conducting such trading will, in less serious instances, be given an initial warning to discontinue such trading. In more serious instances (generally involving larger dollar amounts), or in the case of a second violation after an initial warning has been given, the shareholder may be temporarily or permanently barred from making future purchases into one or all of the funds or, alternatively, the funds may limit the amount, number or frequency of any future purchases and/or the method by which the shareholder may request future purchases (including purchases by an exchange or transfer between a fund and any other fund). In addition to the foregoing sanctions, the funds reserve the right to reject any purchase order at any time and for any reason, without prior written notice. The funds also reserve the right to revoke the exchange privileges of any person at any time and for any reason. In making determinations concerning the rejection of purchase orders and the revocation of exchange privileges, and in considering which sanctions to impose, the funds may consider an investor's trading history in any of the First American Funds, in non-First American mutual funds, or in accounts under a person's common ownership or control.

Certain transactions are not subject to the funds' short-term trading policies. These include transactions such as systematic redemptions and purchases; retirement plan contributions, loans and distributions (including hardship withdrawals); purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA re-characterizations; regular portfolio re- balancings in fee-based programs of registered investment advisors, financial planners and registered broker-dealers; and similar transactions.

Fund shares are frequently held through omnibus account arrangements, whereby a broker-dealer, investment advisor, retirement plan sponsor or other financial intermediary

53
PROSPECTUS - First American Stock Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

maintains an omnibus account with a fund for trading on behalf of its customers. The funds generally seek to apply their short-term trading policies and procedures to these omnibus account arrangements, and monitor trading activity at the omnibus account level to attempt to identify disruptive trades. Under agreements that the funds (or the funds' distributor) have entered into with intermediaries, the funds may request transaction information from intermediaries at any time in order to determine whether there has been short- term trading by the intermediaries' customers. The funds will request that the intermediary provide individual account level detail (or participant level detail in the case of retirement plans) to the funds if more than one round trip in any 90 day period is detected at the omnibus or plan level and such round trips appear to be (a) attributable to an individual shareholder or plan participant and (b) potentially detrimental to the respective fund and its shareholders based on such factors as the time between transactions, the size of the transactions and the type of fund involved. If short-term trading is detected at the individual account or participant level, the funds will request that the intermediary take appropriate action to curtail the activity. If the intermediary does not take action, the funds will take such steps as are reasonably practicable to curtail the excessive trading, including terminating the relationship with the intermediary if necessary. An intermediary may apply its own short-term trading policies and procedures, which may be more or less restrictive than the funds' policies and procedures. If you purchase or sell fund shares through an intermediary, you should contact them to determine whether they impose different requirements or restrictions.

Telephone Transactions

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.

Once a telephone transaction has been placed, it cannot be canceled or modified.

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.

Accounts with Low Balances

The funds reserve the right to liquidate or assess a low balance fee to any account holding a balance that is less than the account balance minimum of $500 for any reason, including market fluctuation.

If the funds elect to liquidate or assess a low balance fee, then annually, on or about the second Wednesday of August, the funds will assess a $15 low balance fee to certain retirement accounts, education savings plans, and UGMA/UTMA accounts that have balances under the account balance minimum. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Such shareholders will receive a communication reminding them of this scheduled action in their second quarter account statements, thereby providing time to ensure that balances are at or above the account balance minimum prior to the assessment of the low balance fee or liquidation of low balance accounts.

Redemption in Kind

Generally, proceeds from redemption requests will be paid in cash. However, to minimize the effect of large redemption requests on a fund and its remaining shareholders, if you redeem more than $250,000 of a fund's assets within a 30- day period, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of securities from the fund's portfolio instead of cash. The advisor 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. In addition, you will bear the market risk associated with these securities until their disposition.

54
PROSPECTUS - First American Stock Funds

Policies and Services

Managing Your Investment

STAYING INFORMED

Shareholder Reports

Shareholder reports are mailed twice a year. They include financial statements and performance information, and, on an annual basis, a message from your portfolio managers and the report of independent registered public accounting firm.

In an attempt to reduce shareholder costs and help eliminate duplication, the funds will try to limit their 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 800 677-FUND.

Statements and Confirmations

Statements summarizing activity in your account are mailed quarterly. Confirmations generally are mailed following each purchase or sale of fund shares, but some transactions, such as systematic purchases and dividend reinvestments, are reported on your account statement. Generally, the funds do not send statements for shares held in a brokerage account or to individuals who have their shares held in an omnibus account, such as retirement plan participants. Please review your statements and confirmations as soon as you receive them and promptly report any discrepancies to your financial intermediary or to Investor Services at 800 677-FUND.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income are normally declared and paid quarterly for Equity Income Fund and Real Estate Securities Fund. For each other fund, dividends from net investment income, if any, are normally declared and paid annually. For each of the funds, any capital gains are normally distributed at least once each year.

On the ex-dividend date for a distribution, a 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, 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 contacting your financial intermediary, or by calling Investor Services at 800 677-FUND. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in fund shares at the current NAV.

TAXES

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

Taxes on Distributions

Each 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 paid from the net investment income of each fund may constitute "qualified dividends" taxable at the same rate as long-term capital gains (currently subject to a maximum rate of 15%). Each fund will inform its shareholders of the portion of its dividends (if any) that constitutes "qualified dividends." Dividends paid from a fund's net investment income that do not constitute "qualified dividends" and dividends paid from short-term capital gains are taxable as ordinary income. Distributions of a fund's long- term capital gains are taxable as long-term gains, regardless of how long you have held your shares. A fund's income from foreign issuers may be subject to withholding and other taxes imposed by foreign countries. Because of their investment objectives and strategies, distributions for Large Cap Growth Opportunities Fund, Large Cap Select Fund, Large Cap Value Fund, Mid Cap Growth Opportunities Fund, Mid Cap Value Fund, Small Cap Growth Opportunities Fund, Small Cap Select Fund, and Small Cap Value Fund are expected to consist primarily of capital gains. Distributions for Real Estate Securities Fund are expected to consist primarily of ordinary income. It is not expected that a significant portion of the dividends paid by Real Estate Securities Fund will constitute "qualified dividends."

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 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.

55
PROSPECTUS - First American Stock Funds

Policies and Services
Managing Your Investment continued

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

Foreign Tax Credits

If Global Infrastructure Fund, International Fund, or International Select Fund have more than 50% of their total assets invested in securities of foreign corporations at the end of its taxable year, they may make an election that will permit you either to claim a foreign tax credit with respect to foreign taxes paid by the fund or to deduct those amounts as an itemized deduction on your tax return. If Global Infrastructure Fund, International Fund, or International Select Fund make this election, you will be notified and provided with sufficient information to calculate the amount you may deduct as foreign taxes paid or your foreign tax credit.

Considerations for Retirement Plan Clients

A plan participant whose retirement plan invests in a fund generally is not taxed on fund dividends or distributions received by the plan or on sales or exchanges of fund shares by the plan for federal income tax purposes. However, distributions to plan participants from a retirement plan generally are taxable to plan participants as ordinary income. You should consult your tax professional about federal, state and local tax considerations.

More information about tax considerations that may affect the funds and their shareholders appears in the funds' SAI.

56
PROSPECTUS - First American Stock Funds

Additional Information

Management

FAF Advisors, Inc. is the funds' investment advisor. FAF Advisors provides investment management services to individuals and institutions, including corporations, foundations, pensions, and retirement plans. As of December 31, 2008, FAF Advisors had more than $106 billion in assets under management, including investment company assets of more than $93 billion. As investment advisor, FAF Advisors manages the funds' business and investment activities, subject to the authority of the funds' board of directors.

Each fund pays the investment advisor a monthly management fee for providing investment advisory services. The table below reflects management fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.

                                       Management fee
                                     as a % of average
                                      daily net assets
------------------------------------------------------
EQUITY INCOME FUND                         0.65%
LARGE CAP GROWTH OPPORTUNITIES
  FUND                                     0.65%
LARGE CAP SELECT FUND                      0.65%
LARGE CAP VALUE FUND                       0.65%
MID CAP GROWTH OPPORTUNITIES FUND          0.70%
MID CAP VALUE FUND                         0.70%
SMALL CAP GROWTH OPPORTUNITIES
  FUND                                     0.82%
SMALL CAP SELECT FUND                      0.70%
SMALL CAP VALUE FUND                       0.70%
REAL ESTATE SECURITIES FUND                0.70%
GLOBAL INFRASTRUCTURE FUND                 0.00%
INTERNATIONAL FUND                         0.96%
INTERNATIONAL SELECT FUND                  0.80%

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

A discussion regarding the basis for the board's approval of the funds' investment advisory agreement appears in the funds' annual report to shareholders for the fiscal year ended October 31, 2008.

Direct Correspondence to:

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

Investment Advisor

FAF Advisors, Inc.
800 Nicollet Mall
Minneapolis, MN 55402

Sub-Advisors

Altrinsic Global Advisors, LLC
100 First Stamford Place
Stamford, Connecticut 06902

Hansberger Global Investors, Inc.
401 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301

Lazard Asset Management LLC
30 Rockefeller Plaza
New York, New York 10112

Distributor

Quasar Distributors, LLC
615 E. Michigan Street
Milwaukee, WI 53202

ADDITIONAL COMPENSATION

FAF Advisors, U.S. Bank National Association (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 First American Funds. As described above, FAF Advisors receives compensation for acting as the funds' investment advisor. FAF Advisors, U.S. Bank and their affiliates also receive compensation from the funds as set forth below.

Administration Services. FAF Advisors and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the funds' administrator and sub- administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, each fund pays FAF Advisors the fund's pro rata portion of up to 0.25% of the aggregate average daily net assets of all open-end funds in the First American family of funds. FAF Advisors pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the funds may reimburse FAF Advisors for any out-of-pocket expenses incurred in providing administration services.

Custody Services. U.S. Bank provides custody services to each fund, except Global Infrastructure Fund, International Fund, and International Select Fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of each fund's average daily net assets.

Transfer Agency Services. Fund Services provides transfer agency and dividend disbursing services, as well as certain shareholder services, to the funds. Fund Services receives fees for transfer agency and dividend disbursing services on a per shareholder account basis, subject to a minimum fee per share class. In addition, the funds may reimburse Fund Services for any out-of-pocket expenses incurred in providing transfer agency services.

Distribution Services. Quasar Distributors, LLC, an affiliate of FAF Advisors, receives distribution and shareholder servicing fees for acting as the funds' distributor.

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of up to 25% of each fund's net income from these securities lending transactions. In addition, for each fund other than Global Infrastructure Fund, International Fund, and International Select Fund, collateral for securities on loan will be invested in a

57
PROSPECTUS - First American Stock Funds

Additional Information
Management continued

money market fund administered by FAF Advisors and FAF Advisors will receive an administration fee equal to 0.02% of such fund's average daily net assets.

Other Compensation. To the extent that fund shares are held through U.S. Bank or its broker-dealer affiliate, U.S. Bancorp Investments, Inc., those entities may receive distribution and/or shareholder servicing fees from the funds' distributor as well as other payments from the funds' distributor and/or advisor as described above under "Policies and Services -- Purchasing, Redeeming, and Exchanging Shares -- Compensation Paid to Financial Intermediaries -- Additional Payments to Financial Intermediaries."

SUB-ADVISORS

Sub-advisors provide investment advisory services to International Fund and International Select Fund. For each fund, which operate under a manager-of- managers structure, the investment advisor is allowed to engage sub-advisors and materially amend sub-advisory agreements, upon approval of the funds' board of directors, without obtaining shareholder approval. The funds are required to provide shareholders, in writing, with information about any new sub-advisor within 90 days of their hiring.

The investment advisor has ultimate responsibility (subject to oversight by the funds' board of directors) to oversee sub-advisors and recommend their hiring, termination, and replacement. The investment advisor will monitor existing sub- advisors based on their investment styles, strategies, and results in managing their fund, or portion thereof. Each sub-advisor will have discretion to select portfolio securities for its fund, or portion thereof, but must select those securities according to the fund's investment objective and restrictions. The sub-advisors' fees are paid by the fund's investment advisor.

The current sub-advisors for International Fund are Altrinsic Global Advisors, LLC ("Altrinsic") and Hansberger Global Investors, Inc. ("HGI").

The current sub-advisors for International Select Fund are Altrinsic, HGI, and Lazard Asset Management LLC ("Lazard").

Established in 2000, Altrinsic is an employee-owned firm specializing in global and international investment management. As of December 31, 2008, Altrinsic had assets under management of approximately $5.5 billion. Altrinsic's investment philosophy is based on value creation and the belief that a company's valuation is a function of its future financial productivity (i.e., sustainable returns- on-capital relative to cost of capital) adjusted for associated risk. In implementing its philosophy, Altrinsic's team capitalizes on inefficiencies (i.e. mispriced securities) in the world's equity markets by taking a long-term view and leveraging proprietary individual-company analysis, global industry knowledge, and a distinctive cross-border frame of reference. Predicated on the time-tested principles of fundamental value investing, Altrinsic's investment approach is bottom-up, fundamentally driven, internationally focused, and all- cap.

HGI is a wholly owned subsidiary of Hansberger Group, Inc., which is a subsidiary of Natixis Global Asset Management. The firm was founded in 1994. As of December 31, 2008, HGI had assets under advisement of approximately $5.8 billion, which includes $0.9 billion in Advised Managed Accounts of other firms based on HGI models. HGI's investment process begins with a series of quantitative screens that identify those companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure. These screens are intended to identify those companies that have consistently been industry and market leaders. The result is HGI's "Star List" of companies. The Star List companies are then rated based on their relative valuation and relative price momentum. Securities are then selected from the Star List on the basis of fundamental company-by-company analysis conducted on the top 100 to 125 stocks in the Star List. This fundamental analysis is meant to identify factors overlooked in the quantitative process, including the company's product line, management, market share, product distribution and other elements that are prerequisites to the company's success and staying power within its market. HGI generally sells a security if HGI's price target is met, the company's fundamentals change, or if the portfolio is fully invested and a better investment opportunity arises.

Lazard is a wholly owned subsidiary of Lazard Freres & Co., LLC. As of December 31, 2008, Lazard had assets under management of approximately $79.8 billion. Lazard employs a bottom-up, relative value approach in selecting stocks that includes proprietary database screening, accounting validation, fundamental analysis, and portfolio construction/risk evaluation. Lazard seeks to identify individual stocks of companies whose principal activities are located in emerging market countries that are believed to be undervalued based on their earnings, cash flow or asset values.

PORTFOLIO MANAGEMENT

The portfolio managers primarily responsible for the Funds' management are:

Equity Income Fund. Cori B. Johnson, CFA, Senior Equity Portfolio Manager. Ms. Johnson has served as the primary portfolio manager of the fund since January 1996. Ms. Johnson entered the financial services industry in 1981 and joined FAF Advisors in 1985.

Gerald C. Bren, CFA, Senior Equity Portfolio Manager. Mr. Bren has co-managed the fund since August 1994. Mr. Bren entered the financial services industry when he joined FAF Advisors in 1972.

Large Cap Growth Opportunities Fund.

Harold R. Goldstein, Senior Equity Portfolio Manager. Mr. Goldstein has served as the co-lead portfolio manager for

58
PROSPECTUS - First American Stock Funds

Additional Information
Management continued

the fund since March 2008 and previously co-managed the fund since July 2002. Mr. Goldstein entered the financial services industry in 1982 and joined FAF Advisors in 2002.

Scott Mullinix, CFA, Senior Equity Portfolio Manager. Mr. Mullinix has served as the co-lead portfolio manager for the fund since March 2008 and previously co- managed the fund since April 2006. Prior to joining FAF Advisors in 2006, Mr. Mullinix co-managed the Mid Cap Growth product and managed the Premier Portfolio growth and core equity products at RiverSource Investments. Prior to that, he was a senior research analyst for the retail/consumer products industry at RiverSource. He has also co-managed a hedge fund for Deephaven LLC in Minneapolis. Mr. Mullinix entered the financial services industry in 1989.

James A. Diedrich, CFA, Senior Equity Portfolio Manager. Mr. Diedrich has co- managed the fund since February 2006. Prior to joining FAF Advisors in 2006, Mr. Diedrich was the head of global equity and managed all U.S. and international equity portfolios at St. Paul Companies. Before his tenure with the St. Paul Companies, Mr. Diedrich was a portfolio manager of a U.S. large-cap product at Investment Advisors, Inc. Prior to that, he was an assistant portfolio manager of a corporate equity portfolio at Advantus Capital Management. Mr. Diedrich entered the financial services industry in 1984.

Large Cap Select Fund. David A. Chalupnik, CFA, Senior Managing Director, Head of Equities. Mr. Chalupnik has served as the primary portfolio manager for the fund since January 2003. Mr. Chalupnik entered the financial services industry in 1984 and joined FAF Advisors in 2002.

Anthony R. Burger, CFA, Director, Quantitative Equity Research. Mr. Burger has co-managed the fund since October 2004. He entered the financial services industry in 1994 and joined FAF Advisors in 2003.

Large Cap Value Fund. Brent D. Mellum, CFA, Senior Equity Portfolio Manager. Mr. Mellum has served as the co-lead portfolio manager for the fund since April 2004. Mr. Mellum entered the financial services industry when he joined FAF Advisors in 1993.

Kevin V. Earley, CFA, Senior Equity Portfolio Manager. Mr. Earley has co-managed the fund since September 2000 and co-lead managed the fund since April 2004. Mr. Earley entered the financial services industry in 1987 and joined FAF Advisors in 1997.

Terry F. Sloan, CFA, Equity Portfolio Manager. Mr. Sloan has co-managed the fund since January 2006. He previously was an equity research analyst for FAF Advisors. Prior to joining FAF Advisors in 2004, Mr. Sloan was an equity analyst for the State of Michigan Retirement System. He entered the financial services industry in 2001.

Mid Cap Growth Opportunities Fund. James A. Diedrich has served as the primary portfolio manager for the fund since February 2006. Information on Mr. Diedrich appears above under "Large Cap Growth Opportunities Fund."

Harold R. Goldstein has co-managed the fund since September 2005. Information on Mr. Goldstein appears above under "Large Cap Growth Opportunities Fund."

Scott Mullinix has co-managed the fund since April 2006. Information on Mr. Mullinix appears above under "Large Cap Growth Opportunities Fund."

Mid Cap Value Fund. Kevin V. Earley has served as the co-lead portfolio manager for the fund since October 1999. Information on Mr. Earley appears above under "Large Cap Value Fund."

Brent D. Mellum has co-lead managed the fund since October 1999. Information on Mr. Mellum appears above under "Large Cap Value Fund."

Terry F. Sloan has co-managed the fund since January 2006. Information on Mr. Sloan appears above under "Large Cap Value Fund."

Small Cap Growth Opportunities Fund. Robert S. McDougall, CFA, Equity Portfolio Manager. Mr. McDougall has served as the primary portfolio manager for the fund since January 2007 and previously co-managed the fund since May 2004. Prior to joining FAF Advisors in 2004, Mr. McDougall was a senior equity analyst for the Marshall Small Cap Growth Fund. He entered the financial services industry in 1988.

Jon Loth, CFA, Equity Portfolio Manager. Mr. Loth has co-managed the fund since October 2007. He previously was an equity analyst for FAF Advisors. Prior to joining FAF Advisors in 2004, Mr. Loth was an equity analyst at Sit Investment Associates. He also served four years as the manager of Sit Investment's domestic equity trading desk. Mr. Loth entered the financial services industry in 1994.

Small Cap Select Fund. Allen D. Steinkopf, CFA, Equity Portfolio Manager. Mr. Steinkopf has served as the primary portfolio manager for the fund since July 2004. He entered the financial services industry in 1993 and joined FAF Advisors in 2003.

Mark A. Traster, CFA, Equity Portfolio Manager. Mr. Traster has co-managed the fund since December 2008. Prior to his appointment as co-manager, he had been an equity research analyst for the Small Cap Select team, where he was responsible for research in the industrials and materials sectors. Prior to joining FAF Advisors in 2004, he served as a large- and mid-cap industrials and materials analyst for Principal Global Investors. Mr. Traster entered the financial services industry in 1992.

Small Cap Value Fund. Karen L. Bowie, CFA, Equity Portfolio Manager. Ms. Bowie has served as primary portfolio manager for the fund since March 2006 and has co-managed the fund since July 2005. Ms. Bowie entered the financial services

59
PROSPECTUS - First American Stock Funds

Additional Information
Management continued

industry when she joined FAF Advisors in 1984, and she rejoined FAF Advisors in 1999.

Real Estate Securities Fund. John G. Wenker, Head of Real Estate. Mr. Wenker has lead managed or co-lead managed the fund since October 1999. Mr. Wenker entered the financial services industry in 1983 and joined FAF Advisors in 1992.

Jay L. Rosenberg, Equity Portfolio Manager. Mr. Rosenberg has co-managed the fund since May 2005 and co-lead managed the fund since May 2006. Prior to joining FAF Advisors in 2005, Mr. Rosenberg was a vice president and real estate portfolio manager for Advantus Capital Management from 2000 to 2005. Mr. Rosenberg entered the financial services industry in 1995.

Global Infrastructure Fund. Jay L. Rosenberg has served as the primary portfolio manager for the fund since its inception in December 2007. Information on Mr. Rosenberg appears above under "Real Estate Securities Fund."

John G. Wenker has co-managed the fund since its inception in December 2007. Information on Mr. Wenker appears above under "Real Estate Securities Fund."

International Fund. The following individuals have been primarily responsible, since November 2008, for the day-to-day management of the portion of the fund managed by Altrinsic: John Hock, CFA, John I. DeVita, CFA and Rehan Chaudhri.

- Mr. Hock founded Altrinsic Global Advisors in 2000 and has been its Chief Investment Officer since inception. Prior to Altrinsic, Mr. Hock was a portfolio manager with Hansberger Global Investors. He began his global equity career in 1990.
- Mr. DeVita, Principal, has been a portfolio manager of Altrinsic Global Advisors since its founding in 2000. Prior to Altrinsic, Mr. DeVita was an equity analyst with Arnhold & S. Bleichroeder Advisors and Societe Generale Asset Management. He began his global equity career in 1991.
- Mr. Chaudhri, Principal, has been a portfolio manager of Altrinsic Global Advisors since 2003. Prior to Altrinsic, Mr. Chaudhri was a portfolio manager with Lazard Asset Management. He began his global equity career in 1993.

The following individuals have been primarily responsible, since November 2008, for the day-to-day management of the portion of the fund managed by HGI: Thomas R. H. Tibbles, CFA, Barry A. Lockhart, CFA, Trevor Graham, CFA, and Patrick Tan.

- Mr. Tibbles joined HGI in 1999 as Managing Director of Canada. Prior to joining HGI, he was head of the Global Equity Team at Indago Capital Management in Toronto, which was an affiliate of Canada Life. He began his career in the investment industry in 1986.
- Mr. Lockhart joined HGI in 1999 and serves as Senior Vice President. Prior to joining HGI, he was a portfolio manager of foreign equity securities for Indago Capital Management. He began his career in the investment industry in 1989.
- Mr. Graham joined HGI in 2004 and serves as Vice President, Research. Prior to joining HGI, he maintained several different positions, including portfolio management and fundamental analyst for Phillips, Hager & North Investment Management Ltd., where he was employed from 1996 to 2004.
- Mr. Tan, Research Analyst, joined HGI in 1999. Prior to joining HGI, he was an Analyst at Indago Capital Management from July 1997 to March 1999. He has more than five years of investment-related experience.

Mr. Tibbles, as team leader, has ultimate authority and veto power over all buy and sell decisions. All team members are responsible for research coverage which is assigned by global industry sectors, recommending stocks and recommending subsequent buy and sell decisions.

The fund's investment advisor allocates International Fund's assets between the sub-advisors and manages any fund assets that have not been allocated to the sub-advisors. Allocation of the fund's assets between the sub-advisors is made by the investment advisor's asset allocation committee, which currently consists of David Chalupnik, CFA, Keith B. Hembre, CFA, Tony Rodriguez, Thomas S. Schreier, and John G. Wenker. Walter A. French has been primarily responsible, since November 2008, for the day-to-day management of fund assets that have not been allocated to a sub-advisor.

- Mr. Chalupnik is Senior Managing Director and Head of Equities. He has served as a co-manager of the fund since November 2008. Information on Mr. Chalupnik appears above under "Large Cap Select Fund."

- Mr. French is Senior Equity Portfolio Manager. He has served as a co-manager of the fund since November 2008. Mr. French entered the financial services industry in 1974 and joined FAF Advisors in 1999.

- Mr. Hembre is the Chief Economist and Chief Investment Strategist. He has served as co-manager of the fund since November 2008. Mr. Hembre entered the financial services industry in 1992 and joined FAF Advisors in 1997.

- Mr. Rodriguez is Senior Managing Director and Head of Fixed Income. He has served as co-manager of the fund since November 2008. He entered the financial services industry in 1984 and joined FAF Advisors in 2002.

- Mr. Schreier, Chief Executive Officer and Chief Investment Officer, entered the financial services industry in 1986 and joined FAF Advisors in 2000.

- Mr. Wenker is the Head of Real Estate. He has served as co-manager of the fund since November 2008. Information on Mr. Wenker appears above under "Real Estate Securities Fund."

International Select Fund. The following individuals have been primarily responsible, since International Select Fund's inception in December 2006, for the day-to-day management of the portion of the fund managed by Altrinsic: John Hock, CFA, John I. DeVita, CFA, and Rehan Chaudhri. Information on Mr. Hock, Mr. DeVita, and Mr. Chaudhri appears above under "International Fund."

The following individuals have been primarily responsible, since International Select Fund's inception in December 2006, for the day-to-day management of the portion of the fund managed by

60
PROSPECTUS - First American Stock Funds

Additional Information
Management continued

HGI: Thomas R. H. Tibbles, CFA, Barry A. Lockhart, CFA, Trevor Graham, CFA, and Patrick Tan. Information on Mr. Tibbles, Mr. Lockhart, Mr. Graham, and Mr. Tan appears above under "International Fund."

The following individuals have been primarily responsible, since International Select Fund's inception in December 2006, for the day-to-day management of the portion of the fund managed by Lazard: James M. Donald and John R. Reinsberg.
- Mr. Donald is a Managing Director and Head of the Emerging Markets Group at Lazard. He joined Lazard in 1996 and is a CFA Charterholder. Mr. Donald has been working in the investment industry for 21 years.
- Mr. Reinsberg is a Deputy Chairman and Head of International and Global Products at Lazard. He also oversees the day-to-day operations of Lazard's international equity investment team. He joined Lazard in 1992 and has 25 years investment experience.

The fund's investment advisor allocates International Select Fund's assets among the sub-advisors and manages any fund assets that have not been allocated to the sub-advisors. Allocation of the fund's assets among the sub-advisors is made by the investment advisor's asset allocation committee, which currently consists of David Chalupnik, CFA, Keith B. Hembre, CFA, Tony Rodriguez, Thomas S. Schreier, and John Wenker. Walter A. French has been primarily responsible, since the fund's inception in December 2006, for the day-to-day management of fund assets that have not been allocated to a sub-advisor. Information on Mr. Chalupnik appears above under "Large Cap Select Fund." Information on Mr. French, Mr. Hembre, Mr. Rodriguez, and Mr. Schreier appears above under "International Fund." Information on Mr. Wenker appears above under "Real Estate Securities Fund."

The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of securities in the funds.

61
PROSPECTUS - First American Stock Funds

Additional Information

Financial Highlights

The tables that follow present performance information about the share classes of each fund offered during the most recently completed fiscal year. This information is intended to help you understand each fund's financial performance for the past five years or, if shorter, the period of operations for the fund or class of shares. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables represent the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

The Class R shares of the funds were designated Class S shares prior to July 1, 2004. Thus, financial highlights for each fund prior to that date consist of the historical financial highlights for the Class S shares, which had lower fees and expenses than the Class R shares.

The information below has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request.

Equity Income Fund

                                                                                                                Fiscal year
                                                                                       Fiscal period               ended
                                                 Fiscal year ended October 31,             ended               September 30,
                                                                                        October 31,
CLASS A SHARES                                2008(1)       2007(1)       2006(1)        2005(1,2)         2005(1)       2004(1)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $  16.43      $  15.90      $  13.67         $  13.89        $  12.77      $  11.56
                                             --------      --------      --------         --------        --------      --------

Investment Operations:
 Net Investment Income                           0.33          0.29          0.20             0.01            0.20          0.18
 Realized and Unrealized Gains
  (Losses) on Investments                       (5.28)         1.96          2.32            (0.22)           1.15          1.23
                                             --------      --------      --------         --------        --------      --------
 Total From Investment Operations               (4.95)         2.25          2.52            (0.21)           1.35          1.41
                                             --------      --------      --------         --------        --------      --------

Less Distributions:
 Dividends (from net investment
  income)                                       (0.29)        (0.29)        (0.21)           (0.01)          (0.22)        (0.20)
 Distributions (from net realized
  gains)                                        (1.10)        (1.43)        (0.08)              --           (0.01)           --
                                             --------      --------      --------         --------        --------      --------
 Total Distributions                            (1.39)        (1.72)        (0.29)           (0.01)          (0.23)        (0.20)
                                             --------      --------      --------         --------        --------      --------
Net Asset Value, End of Period               $  10.09      $  16.43      $  15.90         $  13.67        $  13.89      $  12.77
                                             ========      ========      ========         ========        ========      ========
Total Return(3)                                (32.51)%       15.24%        18.66%           (1.53)%         10.65%        12.26%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $100,824      $179,379      $171,814         $171,998        $176,878      $184,381
Ratio of Expenses to Average Net Assets          1.17%         1.16%         1.18%            1.20%           1.16%         1.15%
Ratio of Net Investment Income to
 Average Net Assets                              2.45%         1.83%         1.40%            0.70%           1.51%         1.39%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.17%         1.16%         1.18%            1.20%           1.19%         1.19%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                        2.45%         1.83%         1.40%            0.70%           1.48%         1.35%
Portfolio Turnover Rate                            32%           20%           23%              --              27%           12%
--------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)For the period October 1, 2005 to October 31, 2005. Effective October 1, 2005, the fund's fiscal year end was changed from September 30 to October 31. All ratios for the period have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

62
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

EQUITY INCOME FUND (CONTINUED)

                                                                                                               Fiscal year
                                                                                       Fiscal period              ended
                                                  Fiscal year ended October 31,            ended              September 30,
                                                                                        October 31,
CLASS B SHARES                                  2008(1)      2007(1)      2006(1)        2005(1,2)        2005(1)      2004(1)
------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 16.23      $ 15.75      $ 13.57         $ 13.79         $ 12.68      $ 11.49
                                                -------      -------      -------         -------         -------      -------

Investment Operations:
 Net Investment Income                             0.22         0.17         0.09              --            0.10         0.08
 Realized and Unrealized Gains (Losses)
  on Investments                                  (5.19)        1.94         2.30           (0.22)           1.14         1.22
                                                -------      -------      -------         -------         -------      -------
 Total From Investment Operations                 (4.97)        2.11         2.39           (0.22)           1.24         1.30
                                                -------      -------      -------         -------         -------      -------

Less Distributions:
 Dividends (from net investment income)           (0.20)       (0.20)       (0.13)             --           (0.12)       (0.11)
 Distributions (from net realized gains)          (1.10)       (1.43)       (0.08)             --           (0.01)          --
                                                -------      -------      -------         -------         -------      -------
 Total Distributions                              (1.30)       (1.63)       (0.21)             --           (0.13)       (0.11)
                                                -------      -------      -------         -------         -------      -------
Net Asset Value, End of Period                  $  9.96      $ 16.23      $ 15.75         $ 13.57         $ 13.79      $ 12.68
                                                =======      =======      =======         =======         =======      =======
Total Return(3)                                  (32.95)%      14.40%       17.76%          (1.60)%          9.86%       11.37%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 9,113      $16,893      $19,845         $21,003         $21,639      $23,869
Ratio of Expenses to Average Net Assets            1.92%        1.91%        1.93%           1.95%           1.91%        1.90%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                1.69%        1.09%        0.65%          (0.05)%          0.78%        0.65%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.92%        1.91%        1.93%           1.95%           1.94%        1.94%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            1.69%        1.09%        0.65%          (0.05)%          0.75%        0.61%
Portfolio Turnover Rate                              32%          20%          23%             --              27%          12%

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

CLASS C SHARES
------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 16.26      $ 15.78      $ 13.59         $ 13.81         $ 12.70      $ 11.51
                                                -------      -------      -------         -------         -------      -------

Investment Operations:
 Net Investment Income                             0.22         0.17         0.10              --            0.11         0.08
 Realized and Unrealized Gains (Losses)
  on Investments                                  (5.20)        1.94         2.30           (0.22)           1.13         1.22
                                                -------      -------      -------         -------         -------      -------
 Total From Investment Operations                 (4.98)        2.11         2.40           (0.22)           1.24         1.30
                                                -------      -------      -------         -------         -------      -------

Less Distributions:
 Dividends (from net investment income)           (0.20)       (0.20)       (0.13)             --           (0.12)       (0.11)
 Distributions (from net realized gains)          (1.10)       (1.43)       (0.08)             --           (0.01)          --
                                                -------      -------      -------         -------         -------      -------
 Total Distributions                              (1.30)       (1.63)       (0.21)             --           (0.13)       (0.11)
                                                -------      -------      -------         -------         -------      -------
Net Asset Value, End of Period                  $  9.98      $ 16.26      $ 15.78         $ 13.59         $ 13.81      $ 12.70
                                                =======      =======      =======         =======         =======      =======
Total Return(3)                                  (32.95)%      14.37%       17.80%          (1.59)%          9.84%       11.34%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 4,625      $ 9,241      $11,225         $15,313         $16,128      $19,300
Ratio of Expenses to Average Net Assets            1.92%        1.91%        1.93%           1.95%           1.91%        1.90%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                1.69%        1.09%        0.68%          (0.05)%          0.79%        0.66%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.92%        1.91%        1.93%           1.95%           1.94%        1.94%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            1.69%        1.09%        0.68%          (0.05)%          0.76%        0.62%
Portfolio Turnover Rate                              32%          20%          23%             --              27%          12%
------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

63
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

EQUITY INCOME FUND (CONTINUED)

                                                                                       Fiscal period
                                               Fiscal year ended October 31,               ended
                                                                                        October 31,
CLASS R SHARES(1)                         2008(2)        2007(2)         2006(2)         2005(2,3)
----------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of
 Period                                  $  16.41      $    15.88      $    13.66        $    13.88
                                         --------      ----------      ----------        ----------

Investment Operations:
 Net Investment Income                       0.29            0.23            0.17              0.01
 Realized and Unrealized Gains
  (Losses) on Investments                   (5.26)           1.98            2.31             (0.23)
                                         --------      ----------      ----------        ----------
 Total From Investment Operations           (4.97)           2.21            2.48             (0.22)
                                         --------      ----------      ----------        ----------

Less Distributions:
 Dividends (from net investment
  income)                                   (0.26)          (0.25)          (0.18)               --
 Distributions (from net realized
  gains)                                    (1.10)          (1.43)          (0.08)               --
                                         --------      ----------      ----------        ----------
 Total Distributions                        (1.36)          (1.68)          (0.26)               --
                                         --------      ----------      ----------        ----------
Net Asset Value, End of Period           $  10.08      $    16.41      $    15.88        $    13.66
                                         ========      ==========      ==========        ==========
Total Return(4)                            (32.64)%         14.98%          18.33%            (1.55)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)          $    535      $      940      $      511        $      418
Ratio of Expenses to Average Net
 Assets                                      1.42%           1.41%           1.43%             1.45%
Ratio of Net Investment Income to
 Average Net Assets                          2.20%           1.48%           1.14%             0.45%
Ratio of Expenses to Average Net
 Assets (excluding waivers)                  1.42%           1.41%           1.57%             1.60%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                    2.20%           1.48%           1.00%             0.30%
Portfolio Turnover Rate                        32%             20%             23%               --
----------------------------------------------------------------------------------------------------

CLASS Y SHARES
----------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of
 Period                                  $  16.55      $    16.00      $    13.76        $    13.98
                                         --------      ----------      ----------        ----------

Investment Operations:
 Net Investment Income                       0.36            0.33            0.24              0.01
 Realized and Unrealized Gains
  (Losses) on Investments                   (5.30)           1.98            2.33             (0.21)
                                         --------      ----------      ----------        ----------
 Total From Investment Operations           (4.94)           2.31            2.57             (0.20)
                                         --------      ----------      ----------        ----------

Less Distributions:
 Dividends (from net investment
  income)                                   (0.33)          (0.33)          (0.25)            (0.01)
 Distributions (from net realized
  gains)                                    (1.10)          (1.43)          (0.08)            (0.01)
                                         --------      ----------      ----------        ----------
 Total Distributions                        (1.43)          (1.76)          (0.33)            (0.02)
                                         --------      ----------      ----------        ----------
Net Asset Value, End of Period           $  10.18      $    16.55      $    16.00        $    13.76
                                         ========      ==========      ==========        ==========
Total Return(4)                            (32.29)%         15.54%          18.89%            (1.50)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)          $574,162      $1,061,433      $1,129,971        $1,169,267
Ratio of Expenses to Average Net
 Assets                                      0.92%           0.91%           0.93%             0.95%
Ratio of Net Investment Income to
 Average Net Assets                          2.70%           2.09%           1.65%             0.95%
Ratio of Expenses to Average Net
 Assets (excluding waivers)                  0.92%           0.91%           0.93%             0.95%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                    2.70%           2.09%           1.65%             0.95%
Portfolio Turnover Rate                        32%             20%             23%               --
----------------------------------------------------------------------------------------------------
                                                          Fiscal year
                                                             ended
                                                         September 30,

CLASS R SHARES(1)                                   2005(2)                   2004(2)
--------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of
 Period                                            $    12.78               $    11.56
                                                   ----------               ----------

Investment Operations:
 Net Investment Income                                   0.11                     0.19
 Realized and Unrealized Gains
  (Losses) on Investments                                1.20                     1.22
                                                   ----------               ----------
 Total From Investment Operations                        1.31                     1.41
                                                   ----------               ----------

Less Distributions:
 Dividends (from net investment
  income)                                               (0.20)                   (0.19)
 Distributions (from net realized
  gains)                                                (0.01)                      --
                                                   ----------               ----------
 Total Distributions                                    (0.21)                   (0.19)
                                                   ----------               ----------
Net Asset Value, End of Period                     $    13.88               $    12.78
                                                   ==========               ==========
Total Return(4)                                         10.33%                   12.18%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $      415               $        1
Ratio of Expenses to Average Net
 Assets                                                  1.41%                    1.15%
Ratio of Net Investment Income to
 Average Net Assets                                      0.83%                    1.52%
Ratio of Expenses to Average Net
 Assets (excluding waivers)                              1.59%                    1.19%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                                0.65%                    1.48%
Portfolio Turnover Rate                                    27%                      12%
--------------------------------------------------------------------------------------

CLASS Y SHARES
--------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of
 Period                                            $    12.85               $    11.63
                                                   ----------               ----------

Investment Operations:
 Net Investment Income                                   0.24                     0.21
 Realized and Unrealized Gains
  (Losses) on Investments                                1.15                     1.24
                                                   ----------               ----------
 Total From Investment Operations                        1.39                     1.45
                                                   ----------               ----------

Less Distributions:
 Dividends (from net investment
  income)                                               (0.25)                   (0.23)
 Distributions (from net realized
  gains)                                                (0.01)                      --
                                                   ----------               ----------
 Total Distributions                                    (0.26)                   (0.23)
                                                   ----------               ----------
Net Asset Value, End of Period                     $    13.98               $    12.85
                                                   ==========               ==========
Total Return(4)                                         10.94%                   12.54%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $1,206,483               $1,404,431
Ratio of Expenses to Average Net
 Assets                                                  0.91%                    0.90%
Ratio of Net Investment Income to
 Average Net Assets                                      1.80%                    1.65%
Ratio of Expenses to Average Net
 Assets (excluding waivers)                              0.94%                    0.94%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                                1.77%                    1.61%
Portfolio Turnover Rate                                    27%                      12%
--------------------------------------------------------------------------------------

(1)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

(2)Per share data calculated using average shares outstanding method.

(3)For the period October 1, 2005 to October 31, 2005. Effective October 1, 2005, the fund's fiscal year end was changed from September 30 to October 31. All ratios for the period have been annualized, except total return and portfolio turnover.

(4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

64
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Large Cap Growth Opportunities Fund

                                                                                                               Fiscal year
                                                                                      Fiscal period               ended
                                                 Fiscal year ended October 31,            ended               September 30,
                                                                                       October 31,
CLASS A SHARES                                 2008(1)      2007(1)      2006(1)        2005(1,2)         2005(1)       2004(1)
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period           $ 36.27      $ 29.58      $ 27.86         $  28.02        $  25.00      $  22.84
                                               -------      -------      -------         --------        --------      --------

Investment Operations:
 Net Investment Income (Loss)                     0.02        (0.05)       (0.02)           (0.01)          (0.01)        (0.03)
 Realized and Unrealized Gains (Losses)
  on Investments                                (11.65)        7.08         1.74            (0.15)           3.08          2.20
                                               -------      -------      -------         --------        --------      --------
 Total From Investment Operations               (11.63)        7.03         1.72            (0.16)           3.07          2.17
                                               -------      -------      -------         --------        --------      --------

Less Distributions:
 Dividends (from net investment income)             --           --           --               --           (0.04)        (0.01)
 Distributions (from net realized gains)         (3.12)       (0.34)          --               --              --            --
 Distributions (from return of capital)             --           --           --               --           (0.01)           --(3)
                                               -------      -------      -------         --------        --------      --------
 Total Distributions                             (3.12)       (0.34)          --               --           (0.05)        (0.01)
                                               -------      -------      -------         --------        --------      --------
Net Asset Value, End of Period                 $ 21.52      $ 36.27      $ 29.58         $  27.86        $  28.02      $  25.00
                                               =======      =======      =======         ========        ========      ========
Total Return(4)                                 (34.81)%      24.01%        6.17%           (0.57)%         12.30%         9.52%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                $53,430      $96,514      $90,285         $104,960        $107,079      $112,379
Ratio of Expenses to Average Net Assets           1.20%        1.19%        1.19%            1.21%           1.17%         1.15%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                               0.07%       (0.15)%      (0.07)%          (0.47)%         (0.03)%       (0.13)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                              1.20%        1.19%        1.19%            1.21%           1.20%         1.19%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)           0.07%       (0.15)%      (0.07)%          (0.47)%         (0.06)%       (0.17)%
Portfolio Turnover Rate                             92%         102%          94%               6%            103%          113%
-------------------------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period           $ 34.08      $ 28.01      $ 26.58         $  26.75        $  24.02      $  22.10
                                               -------      -------      -------         --------        --------      --------

Investment Operations:
 Net Investment Loss                             (0.19)       (0.27)       (0.22)           (0.03)          (0.20)        (0.21)
 Realized and Unrealized Gains (Losses)
  on Investments                                (10.84)        6.68         1.65            (0.14)           2.96          2.13
                                               -------      -------      -------         --------        --------      --------
 Total From Investment Operations               (11.03)        6.41         1.43            (0.17)           2.76          1.92
                                               -------      -------      -------         --------        --------      --------

Less Distributions:
 Dividends (from net investment income)             --           --           --               --           (0.02)           --
 Distributions (from net realized gains)         (3.12)       (0.34)          --               --              --            --
 Distributions (from return of capital)             --           --           --               --           (0.01)           --(3)
                                               -------      -------      -------         --------        --------      --------
 Total Distributions                             (3.12)       (0.34)          --               --           (0.03)           --
                                               -------      -------      -------         --------        --------      --------
Net Asset Value, End of Period                 $ 19.93      $ 34.08      $ 28.01         $  26.58        $  26.75      $  24.02
                                               =======      =======      =======         ========        ========      ========
Total Return(4)                                 (35.33)%      23.13%        5.38%           (0.64)%         11.47%         8.69%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                $ 5,907      $11,955      $13,990         $ 19,601        $ 20,239      $ 25,633
Ratio of Expenses to Average Net Assets           1.95%        1.94%        1.94%            1.96%           1.92%         1.90%
Ratio of Net Investment Loss to Average
 Net Assets                                      (0.68)%      (0.90)%      (0.82)%          (1.22)%         (0.77)%       (0.87)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                              1.95%        1.94%        1.94%            1.96%           1.95%         1.94%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)                  (0.68)%      (0.90)%      (0.82)%          (1.22)%         (0.80)%       (0.91)%
Portfolio Turnover Rate                             92%         102%          94%               6%            103%          113%
-------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Includes a tax return of capital of less than $0.01.

(4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

65
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

LARGE CAP GROWTH OPPORTUNITIES FUND (CONTINUED)

                                                                                                                Fiscal year
                                                                                        Fiscal period              ended
                                                   Fiscal year ended October 31,            ended              September 30,
                                                                                         October 31,
CLASS C SHARES                                   2008(1)      2007(1)      2006(1)        2005(1,2)        2005(1)      2004(1)
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period             $ 34.77       $28.58       $27.12         $ 27.29         $ 24.51      $ 22.55
                                                 -------       ------       ------         -------         -------      -------

Investment Operations:
 Net Investment Loss                               (0.19)       (0.28)       (0.23)          (0.03)          (0.20)       (0.21)
 Realized and Unrealized Gains (Losses) on
  Investments                                     (11.08)        6.81         1.69           (0.14)           3.00         2.17
                                                 -------       ------       ------         -------         -------      -------
 Total From Investment Operations                 (11.27)        6.53         1.46           (0.17)           2.80         1.96
                                                 -------       ------       ------         -------         -------      -------

Less Distributions:
 Dividends (from net investment income)               --           --           --              --           (0.01)          --
 Distributions (from net realized gains)           (3.12)       (0.34)          --              --              --           --
 Distributions (from return of capital)               --           --           --              --           (0.01)          --(3)
                                                 -------       ------       ------         -------         -------      -------
 Total Distributions                               (3.12)       (0.34)          --              --           (0.02)          --
                                                 -------       ------       ------         -------         -------      -------
Net Asset Value, End of Period                   $ 20.38       $34.77       $28.58         $ 27.12         $ 27.29      $ 24.51
                                                 =======       ======       ======         =======         =======      =======
Total Return(4)                                   (35.31)%      23.09%        5.38%          (0.62)%         11.44%        8.69%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                  $ 4,368       $8,506       $8,424         $10,739         $11,147      $12,811
Ratio of Expenses to Average Net Assets             1.95%        1.94%        1.94%           1.96%           1.92%        1.90%
Ratio of Net Investment Loss to Average Net
 Assets                                            (0.68)%      (0.90)%      (0.82)%         (1.22)%         (0.78)%      (0.87)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                1.95%        1.94%        1.94%           1.96%           1.95%        1.94%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                        (0.68)%      (0.90)%      (0.82)%         (1.22)%         (0.81)%      (0.91)%
Portfolio Turnover Rate                               92%         102%          94%              6%            103%         113%
-------------------------------------------------------------------------------------------------------------------------------

CLASS R SHARES(5)
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period             $ 35.97       $29.41       $27.78         $ 27.94         $ 24.98      $ 22.85
                                                 -------       ------       ------         -------         -------      -------

Investment Operations:
 Net Investment Loss                               (0.05)       (0.12)       (0.09)          (0.02)          (0.16)       (0.02)
 Realized and Unrealized Gains (Losses) on
  Investments                                     (11.54)        7.02         1.72           (0.14)           3.17         2.16
                                                 -------       ------       ------         -------         -------      -------
 Total From Investment Operations                 (11.59)        6.90         1.63           (0.16)           3.01         2.14
                                                 -------       ------       ------         -------         -------      -------

Less Distributions:
 Dividends (from net investment income)               --           --           --              --           (0.05)       (0.01)
 Distributions (from net realized gains)           (3.12)       (0.34)          --              --              --           --
 Distributions (from return of capital)               --           --           --              --              --(3)        --(3)
                                                 -------       ------       ------         -------         -------      -------
 Total Distributions                               (3.12)       (0.34)          --              --           (0.05)       (0.01)
                                                 -------       ------       ------         -------         -------      -------
Net Asset Value, End of Period                   $ 21.26       $35.97       $29.41         $ 27.78         $ 27.94      $ 24.98
                                                 =======       ======       ======         =======         =======      =======
Total Return(4)                                   (35.00)%      23.70%        5.87%          (0.57)%         12.04%        9.38%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                  $   454       $  566       $  558         $   290         $   290      $     1
Ratio of Expenses to Average Net Assets             1.45%        1.44%        1.44%           1.46%           1.42%        1.15%
Ratio of Net Investment Loss to Average Net
 Assets                                            (0.18)%      (0.39)%      (0.32)%         (0.72)%         (0.57)%      (0.08)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                1.45%        1.44%        1.57%           1.61%           1.60%        1.19%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                        (0.18)%      (0.39)%      (0.45)%         (0.87)%         (0.75)%      (0.12)%
Portfolio Turnover Rate                               92%         102%          94%              6%            103%         113%

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

(1)Per share data calculated using average shares outstanding method.

(3)Includes a tax return of capital of less than $0.01.

(4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(5)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

66
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

LARGE CAP GROWTH OPPORTUNITIES FUND (CONTINUED)

                                                                                      Fiscal period        Fiscal year ended
                                                  Fiscal year ended October 31,           ended              September 30,
                                                                                       October 31,
CLASS Y SHARES                                  2008(1)      2007(1)      2006(1)       2005(1,2)        2005(1)       2004(1)
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period           $  37.42     $  30.48     $  28.64        $  28.79       $  25.63     $    23.38
                                               --------     --------     --------        --------       --------     ----------

Investment Operations:
 Net Investment Income (Loss)                      0.10         0.03         0.05           (0.01)          0.07           0.03
 Realized and Unrealized Gains (Losses)
  on Investments                                 (12.07)        7.30         1.79           (0.14)          3.15           2.25
                                               --------     --------     --------        --------       --------     ----------
 Total From Investment Operations                (11.97)        7.33         1.84           (0.15)          3.22           2.28
                                               --------     --------     --------        --------       --------     ----------

Less Distributions:
 Dividends (from net investment income)           (0.02)       (0.05)          --              --          (0.04)         (0.02)
 Distributions (from net realized gains)          (3.12)       (0.34)          --              --             --             --
 Distributions (from return of capital)              --           --           --              --          (0.02)         (0.01)
                                               --------     --------     --------        --------       --------     ----------
 Total Distributions                              (3.14)       (0.39)          --              --          (0.06)         (0.03)
                                               --------     --------     --------        --------       --------     ----------
Net Asset Value, End of Period                 $  22.31     $  37.42     $  30.48        $  28.64       $  28.79     $    25.63
                                               ========     ========     ========        ========       ========     ==========
Total Return(3)                                  (34.65)%      24.32%        6.42%          (0.52)%        12.58%          9.76%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                $417,337     $749,865     $793,853        $849,194       $849,382     $1,188,261
Ratio of Expenses to Average Net Assets            0.95%        0.94%        0.94%           0.96%          0.92%          0.90%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                0.32%        0.11%        0.18%          (0.22)%         0.26%          0.13%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               0.95%        0.94%        0.94%           0.96%          0.95%          0.94%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            0.32%        0.11%        0.18%          (0.22)%         0.23%          0.09%
Portfolio Turnover Rate                              92%         102%          94%              6%           103%           113%
-------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

67
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Large Cap Select Fund

                                                                                                                 Fiscal year
                                                                                        Fiscal period               ended
                                                 Fiscal year ended October 31,              ended               September 30,
                                                                                         October 31,
CLASS A SHARES                                2008(1)       2007(1)       2006(1)         2005(1,2)         2005(1)       2004(1)
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period          $ 17.05        $15.18        $14.30           $14.47           $12.52        $11.45
                                              -------        ------        ------           ------           ------        ------

Investment Operations:
 Net Investment Income                           0.06          0.03          0.06               --             0.06          0.04
 Realized and Unrealized Gains (Losses) on
  Investments                                   (6.04)         2.12          1.48            (0.17)            2.15          1.19
                                              -------        ------        ------           ------           ------        ------
 Total From Investment Operations               (5.98)         2.15          1.54            (0.17)            2.21          1.23
                                              -------        ------        ------           ------           ------        ------

Less Distributions:
 Dividends (from net investment income)         (0.04)        (0.03)        (0.06)              --            (0.06)        (0.05)
 Distributions (from net realized gains)        (2.20)        (0.25)        (0.60)              --            (0.20)        (0.11)
                                              -------        ------        ------           ------           ------        ------
 Total Distributions                            (2.24)        (0.28)        (0.66)              --            (0.26)        (0.16)
                                              -------        ------        ------           ------           ------        ------
Net Asset Value, End of Period                $  8.83        $17.05        $15.18           $14.30           $14.47        $12.52
                                              =======        ======        ======           ======           ======        ======
Total Return(3)                                (39.81)%       14.36%        11.07%           (1.17)%          17.83%        10.82%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)               $ 3,608        $7,998        $7,152           $5,682           $5,299        $  714
Ratio of Expenses to Average Net Assets          1.21%         1.19%         1.20%            1.19%            1.17%         1.15%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                              0.49%         0.20%         0.41%           (0.20)%           0.41%         0.30%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.21%         1.19%         1.20%            1.19%            1.22%         1.21%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)          0.49%         0.20%         0.41%           (0.20)%           0.36%         0.24%
Portfolio Turnover Rate                           210%          138%          112%               8%             176%           67%
---------------------------------------------------------------------------------------------------------------------------------

CLASS B SHARES
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period          $ 16.69        $14.94        $14.12           $14.30           $12.41        $11.41
                                              -------        ------        ------           ------           ------        ------

Investment Operations:
 Net Investment Loss                            (0.03)        (0.09)        (0.05)           (0.01)           (0.05)        (0.06)
 Realized and Unrealized Gains (Losses) on
  Investments                                   (5.88)         2.09          1.48            (0.17)            2.15          1.18
                                              -------        ------        ------           ------           ------        ------
 Total From Investment Operations               (5.91)         2.00          1.43            (0.18)            2.10          1.12
                                              -------        ------        ------           ------           ------        ------

Less Distributions:
 Dividends (from net investment income)            --            --         (0.01)              --            (0.01)        (0.01)
 Distributions (from net realized gains)        (2.20)        (0.25)        (0.60)              --            (0.20)        (0.11)
                                              -------        ------        ------           ------           ------        ------
 Total Distributions                            (2.20)        (0.25)        (0.61)              --            (0.21)        (0.12)
                                              -------        ------        ------           ------           ------        ------
Net Asset Value, End of Period                $  8.58        $16.69        $14.94           $14.12           $14.30        $12.41
                                              =======        ======        ======           ======           ======        ======
Total Return(3)                                (40.24)%       13.52%        10.32%           (1.26)%          17.02%         9.89%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)               $   331        $  664        $  643           $  573           $  567        $  270
Ratio of Expenses to Average Net Assets          1.96%         1.94%         1.95%            1.94%            1.92%         1.90%
Ratio of Net Investment Loss to Average Net
 Assets                                         (0.26)%       (0.55)%       (0.34)%          (0.95)%          (0.36)%       (0.44)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.96%         1.94%         1.95%            1.94%            1.97%         1.96%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                     (0.26)%       (0.55)%       (0.34)%          (0.95)%          (0.41)%       (0.50)%
Portfolio Turnover Rate                           210%          138%          112%               8%             176%           67%
---------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

68
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

LARGE CAP SELECT FUND (CONTINUED)

                                                                                                                 Fiscal year
                                                                                        Fiscal period               ended
                                                 Fiscal year ended October 31,              ended               September 30,
                                                                                         October 31,
CLASS C SHARES                                2008(1)       2007(1)       2006(1)         2005(1,2)         2005(1)       2004(1)
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period          $ 16.69        $14.95        $14.13           $14.31           $12.43        $11.42
                                              -------        ------        ------           ------           ------        ------

Investment Operations:
 Net Investment Loss                            (0.03)        (0.09)        (0.05)           (0.01)           (0.05)        (0.06)
 Realized and Unrealized Gains (Losses) on
  Investments                                   (5.90)         2.08          1.48            (0.17)            2.14          1.19
                                              -------        ------        ------           ------           ------        ------
 Total From Investment Operations               (5.93)         1.99          1.43            (0.18)            2.09          1.13
                                              -------        ------        ------           ------           ------        ------

Less Distributions:
 Dividends (from net investment income)            --            --         (0.01)              --            (0.01)        (0.01)
 Distributions (from net realized gains)        (2.20)        (0.25)        (0.60)              --            (0.20)        (0.11)
                                              -------        ------        ------           ------           ------        ------
 Total Distributions                            (2.20)        (0.25)        (0.61)              --            (0.21)        (0.12)
                                              -------        ------        ------           ------           ------        ------
Net Asset Value, End of Period                $  8.56)       $16.69        $14.95           $14.13           $14.31        $12.43
                                              =======        ======        ======           ======           ======        ======
Total Return(3)                                (40.38)%       13.45%        10.36%           (1.26)%          16.91%         9.98%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)               $   180        $  325        $  248           $  180           $  182        $   59
Ratio of Expenses to Average Net Assets          1.96%         1.94%         1.95%            1.94%            1.92%         1.90%
Ratio of Net Investment Loss to Average Net
 Assets                                         (0.26)%       (0.57)%       (0.35)%          (0.95)%          (0.35)%       (0.45)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.96%         1.94%         1.95%            1.94%            1.97%         1.96%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                     (0.26)%       (0.57)%       (0.35)%          (0.95)%          (0.40)%       (0.51)%
Portfolio Turnover Rate                           210%          138%          112%               8%             176%           67%
---------------------------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period          $ 16.97        $15.12        $14.26           $14.43           $12.49        $11.44
                                              -------        ------        ------           ------           ------        ------

Investment Operations:
 Net Investment Income (Loss)                    0.03            --          0.01            (0.01)            0.02          0.02
 Realized and Unrealized Gains (Losses) on
  Investments                                   (6.00)         2.11          1.49            (0.16)            2.15          1.18
                                              -------        ------        ------           ------           ------        ------
 Total From Investment Operations               (5.97)         2.11          1.50            (0.17)            2.17          1.20
                                              -------        ------        ------           ------           ------        ------

Less Distributions:
 Dividends (from net investment income)         (0.02)        (0.01)        (0.04)              --            (0.03)        (0.04)
 Distributions (from net realized gains)        (2.20)        (0.25)        (0.60)              --            (0.20)        (0.11)
                                              -------        ------        ------           ------           ------        ------
 Total Distributions                            (2.22)        (0.26)        (0.64)              --            (0.23)        (0.15)
                                              -------        ------        ------           ------           ------        ------
Net Asset Value, End of Period                $  8.78        $16.97        $15.12           $14.26           $14.43        $12.49
                                              =======        ======        ======           ======           ======        ======
Total Return(3)                                (39.94)%       14.09%        10.79%           (1.18)%          17.54%        10.60%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)               $    20        $   37        $  118           $    2           $    2        $    1
Ratio of Expenses to Average Net Assets          1.46%         1.44%         1.45%            1.44%            1.42%         1.32%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                              0.24%         0.02%         0.08%           (0.45)%           0.14%         0.18%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.46%         1.44%         1.57%            1.59%            1.62%         1.38%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)          0.24%         0.02%        (0.04)%          (0.60)%          (0.06)%        0.12%
Portfolio Turnover Rate                           210%          138%          112%               8%             176%           67%

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

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

69
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

LARGE CAP SELECT FUND (CONTINUED)

                                                                                      Fiscal period          Fiscal year ended
                                              Fiscal year ended October 31,               ended                September 30,
                                                                                       October 31,
CLASS Y SHARES                            2008(1)        2007(1)        2006(1)         2005(1,2)          2005(1)        2004(1)
---------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period     $  17.10       $  15.22       $  14.33          $  14.49         $  12.53       $  11.45
                                         --------       --------       --------          --------         --------       --------

Investment Operations:
 Net Investment Income                       0.09           0.07           0.10                --             0.09           0.07
 Realized and Unrealized Gains
  (Losses) on Investments                   (6.05)          2.13           1.49             (0.16)            2.16           1.19
                                         --------       --------       --------          --------         --------       --------
 Total From Investment Operations           (5.96)          2.20           1.59             (0.16)            2.25           1.26
                                         --------       --------       --------          --------         --------       --------

Less Distributions:
 Dividends (from net investment
  income)                                   (0.07)         (0.07)         (0.10)               --            (0.09)         (0.07)
 Distributions (from net realized
  gains)                                    (2.20)         (0.25)         (0.60)               --            (0.20)         (0.11)
                                         --------       --------       --------          --------         --------       --------
 Total Distributions                        (2.27)         (0.32)         (0.70)               --            (0.29)         (0.18)
                                         --------       --------       --------          --------         --------       --------
Net Asset Value, End of Period           $   8.87       $  17.10       $  15.22          $  14.33         $  14.49       $  12.53
                                         ========       ========       ========          ========         ========       ========
Total Return(3)                            (39.63)%        14.65%         11.37%            (1.10)%          18.14%         11.10%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)          $207,904       $449,201       $476,154          $341,061         $329,656       $291,807
Ratio of Expenses to Average Net
 Assets                                      0.96%          0.94%          0.95%             0.94%            0.92%          0.90%
Ratio of Net Investment Income to
 Average Net Assets                          0.74%          0.45%          0.66%             0.05%            0.67%          0.57%
Ratio of Expenses to Average Net
 Assets (excluding waivers)                  0.96%          0.94%          0.95%             0.94%            0.97%          0.96%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                    0.74%          0.45%          0.66%             0.05%            0.62%          0.51%
Portfolio Turnover Rate                       210%           138%           112%                8%             176%            67%
---------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

70
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Large Cap Value Fund

                                                                                              Fiscal year
                                                                          Fiscal period          ended
                                          Fiscal year ended October 31,       ended          September 30,
                                                                           October 31,
CLASS A SHARES                            2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $ 22.61   $  22.12   $  19.56      $  20.06     $  17.21   $  14.97
                                          -------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Income                       0.25       0.23       0.21            --         0.17       0.15
 Realized and Unrealized Gains
  (Losses) on Investments                   (7.02)      2.19       3.19         (0.50)        2.85       2.24
                                          -------   --------   --------      --------     --------   --------
 Total From Investment Operations           (6.77)      2.42       3.40         (0.50)        3.02       2.39
                                          -------   --------   --------      --------     --------   --------

Less Distributions:
 Dividends (from net investment
  income)                                   (0.16)     (0.24)     (0.21)           --        (0.17)     (0.15)
 Distributions (from net realized
  gains)                                    (2.80)     (1.69)     (0.63)           --           --         --
                                          -------   --------   --------      --------     --------   --------
 Total Distributions                        (2.96)     (1.93)     (0.84)           --        (0.17)     (0.15)
                                          -------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $ 12.88   $  22.61   $  22.12      $  19.56     $  20.06   $  17.21
                                          =======   ========   ========      ========     ========   ========
Total Return(3)                            (34.00)%    11.60%     17.93%        (2.48)%      17.62%     16.01%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $60,870   $113,223   $115,438      $118,443     $121,809   $113,683
Ratio of Expenses to Average Net Assets      1.19%      1.17%      1.19%         1.21%        1.17%      1.15%
Ratio of Net Investment Income (Loss)
 to Average Net Assets                       1.41%      1.05%      1.05%        (0.17)%       0.90%      0.91%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                         1.19%      1.17%      1.19%         1.21%        1.20%      1.19%
Ratio of Net Investment Income (Loss)
 to Average Net Assets (excluding
 waivers)                                    1.41%      1.05%      1.05%        (0.17)%       0.87%      0.87%
Portfolio Turnover Rate                        90%        81%        55%            2%          61%       104%
-------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $ 21.92   $  21.54   $  19.12      $  19.62     $  16.87   $  14.70
                                          -------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Income (Loss)                0.11       0.07       0.06         (0.01)        0.03       0.03
 Realized and Unrealized Gains
  (Losses) on Investments                   (6.77)      2.12       3.11         (0.49)        2.78       2.20
                                          -------   --------   --------      --------     --------   --------
 Total From Investment Operations           (6.66)      2.19       3.17         (0.50)        2.81       2.23
                                          -------   --------   --------      --------     --------   --------

Less Distributions:
 Dividends (from net investment
  income)                                   (0.07)     (0.12)     (0.12)           --        (0.06)     (0.06)
 Distributions (from net realized
  gains)                                    (2.80)     (1.69)     (0.63)           --           --         --
                                          -------   --------   --------      --------     --------   --------
 Total Distributions                        (2.87)     (1.81)     (0.75)           --        (0.06)     (0.06)
                                          -------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $ 12.39   $  21.92   $  21.54      $  19.12     $  19.62   $  16.87
                                          =======   ========   ========      ========     ========   ========
Total Return(3)                            (34.51)%    10.76%     17.04%        (2.55)%      16.70%     15.19%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $ 3,750   $  7,973   $  9,815      $ 13,826     $ 14,876   $ 21,829
Ratio of Expenses to Average Net Assets      1.94%      1.92%      1.94%         1.96%        1.92%      1.90%
Ratio of Net Investment Income (Loss)
 to Average Net Assets                       0.65%      0.31%      0.32%        (0.92)%       0.15%      0.19%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                         1.94%      1.92%      1.94%         1.96%        1.95%      1.94%
Ratio of Net Investment Income (Loss)
 to Average Net Assets (excluding
 waivers)                                    0.65%      0.31%      0.32%        (0.92)%       0.12%      0.15%
Portfolio Turnover Rate                        90%        81%        55%            2%          61%       104%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

71
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

LARGE CAP VALUE FUND (CONTINUED)

                                                                                                Fiscal period
                                                 Fiscal year ended October    Fiscal period         ended
                                                            31,                   ended         September 30,
                                                                               October 31,
CLASS C SHARES                                  2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 22.21    $21.81    $19.35       $19.85       $17.07    $14.87
                                                -------    ------    ------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                      0.11      0.07      0.06        (0.01)        0.03      0.03
 Realized and Unrealized Gains (Losses) on
  Investments                                     (6.86)     2.14      3.15        (0.49)        2.81      2.23
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (6.75)     2.21      3.21        (0.50)        2.84      2.26
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)           (0.07)    (0.12)    (0.12)          --        (0.06)    (0.06)
 Distributions (from net realized gains)          (2.80)    (1.69)    (0.63)          --           --        --
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (2.87)    (1.81)    (0.75)          --        (0.06)    (0.06)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $ 12.59    $22.21    $21.81       $19.35       $19.85    $17.07
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (34.46)%   10.71%    17.05%       (2.52)%      16.75%    15.21%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 2,643    $4,587    $5,174       $5,399       $5,710    $6,344
Ratio of Expenses to Average Net Assets            1.94%     1.92%     1.94%        1.96%        1.92%     1.90%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                0.66%     0.31%     0.30%       (0.92)%       0.15%     0.18%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.94%     1.92%     1.94%        1.96%        1.95%     1.94%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            0.66%     0.31%     0.30%       (0.92)%       0.12%     0.14%
Portfolio Turnover Rate                              90%       81%       55%           2%          61%      104%
---------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 22.57    $22.10    $19.55       $20.06       $17.22    $14.96
                                                -------    ------    ------       ------       ------    ------
Investment Operations:
 Net Investment Income (Loss)                      0.20      0.17      0.12        (0.01)        0.12      0.17
 Realized and Unrealized Gains (Losses) on
  Investments                                     (6.99)     2.17      3.23        (0.50)        2.85      2.23
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (6.79)     2.34      3.35        (0.51)        2.97      2.40
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)           (0.13)    (0.18)    (0.17)          --        (0.13)    (0.14)
 Distributions (from net realized gains)          (2.80)    (1.69)    (0.63)          --           --        --
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (2.93)    (1.87)    (0.80)          --        (0.13)    (0.14)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $ 12.85    $22.57    $22.10       $19.55       $20.06    $17.22
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (34.13)%   11.25%    17.63%       (2.54)%      17.34%    16.05%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $   174    $  188    $  164       $    7       $    7    $    1
Ratio of Expenses to Average Net Assets            1.44%     1.42%     1.44%        1.46%        1.42%     1.15%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                1.18%     0.78%     0.58%       (0.42)%       0.61%     1.00%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.44%     1.42%     1.55%        1.61%        1.60%     1.19%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            1.18%     0.78%     0.47%       (0.57)%       0.43%     0.96%
Portfolio Turnover Rate                              90%       81%       55%           2%          61%      104%
---------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

72
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

LARGE CAP VALUE FUND (CONTINUED)

                                                                                               Fiscal year
                                                                          Fiscal period           ended
                                          Fiscal year ended October 31,       ended           September 30,
                                                                           October 31,
CLASS Y SHARES                            2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)     2004(1)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period     $  22.69   $  22.19   $  19.62      $  20.12     $  17.26   $    15.01
                                         --------   --------   --------      --------     --------   ----------

Investment Operations:
 Net Investment Income                       0.29       0.29       0.26            --         0.22         0.20
 Realized and Unrealized Gains
  (Losses) on Investments                   (7.04)      2.18       3.21         (0.50)        2.86         2.24
                                         --------   --------   --------      --------     --------   ----------
 Total From Investment Operations           (6.75)      2.47       3.47         (0.50)        3.08         2.44
                                         --------   --------   --------      --------     --------   ----------

Less Distributions:
 Dividends (from net investment
  income)                                   (0.19)     (0.28)     (0.27)           --        (0.22)       (0.19)
 Distributions (from net realized
  gains)                                    (2.80)     (1.69)     (0.63)           --           --           --
                                         --------   --------   --------      --------     --------   ----------
 Total Distributions                        (2.99)     (1.97)     (0.90)           --        (0.22)       (0.19)
                                         --------   --------   --------      --------     --------   ----------
Net Asset Value, End of Period           $  12.95   $  22.69   $  22.19      $  19.62     $  20.12   $    17.26
                                         ========   ========   ========      ========     ========   ==========
Total Return(3)                            (33.80)%    11.83%     18.23%        (2.47)%      17.92%       16.31%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)          $401,006   $726,512   $825,633      $740,511     $764,679   $1,021,197
Ratio of Expenses to Average Net
 Assets                                      0.94%      0.92%      0.94%         0.96%        0.92%        0.90%
Ratio of Net Investment Income to
 Average Net Assets                          1.66%      1.30%      1.29%         0.08%        1.17%        1.17%
Ratio of Expenses to Average Net
 Assets (excluding waivers)                  0.94%      0.92%      0.94%         0.96%        0.95%        0.94%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                    1.66%      1.30%      1.29%         0.08%        1.14%        1.13%
Portfolio Turnover Rate                        90%        81%        55%            2%          61%         104%
---------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

73
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Mid Cap Growth Opportunities Fund

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                           Fiscal year ended October 31,       ended          September 30,
                                                                            October 31,
CLASS A SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
--------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  46.57   $  41.43   $  40.77      $  41.55     $  38.19   $  33.68
                                          --------   --------   --------      --------     --------   --------

Investment Operations:
Net Investment Loss                          (0.16)     (0.24)     (0.11)        (0.02)       (0.24)     (0.30)
 Realized and Unrealized Gains
  (Losses) on Investments                   (17.86)      9.19       5.04         (0.76)        9.65       5.88
                                          --------   --------   --------      --------     --------   --------
 Total From Investment Operations           (18.02)      8.95       4.93         (0.78)        9.41       5.58
                                          --------   --------   --------      --------     --------   --------

Less Distributions:
 Distributions (from net realized
  gains)                                     (4.67)     (3.81)     (4.27)           --        (6.05)     (1.07)
                                          --------   --------   --------      --------     --------   --------
 Total Distributions                         (4.67)     (3.81)     (4.27)           --        (6.05)     (1.07)
                                          --------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $  23.88   $  46.57   $  41.43      $  40.77     $  41.55   $  38.19
                                          ========   ========   ========      ========     ========   ========
Total Return(3)                             (42.75)%    23.36%     12.69%        (1.88)%      26.25%     16.88%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $209,052   $425,995   $322,385      $314,830     $317,906   $173,436
Ratio of Expenses to Average Net Assets       1.22%      1.21%      1.23%         1.23%        1.21%      1.20%
Ratio of Net Investment Loss to Average
 Net Assets                                  (0.43)%    (0.56)%    (0.26)%       (0.72)%      (0.62)%    (0.79)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.22%      1.21%      1.23%         1.23%        1.24%      1.24%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)              (0.43)%    (0.56)%    (0.26)%       (0.72)%      (0.65)%    (0.83)%
Portfolio Turnover Rate                        113%        96%        75%            9%         107%       135%
--------------------------------------------------------------------------------------------------------------

CLASS B SHARES
--------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  42.21   $  38.15   $  38.12      $  38.87     $  36.31   $  32.30
                                          --------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Loss                         (0.38)     (0.51)     (0.38)        (0.05)       (0.51)     (0.55)
 Realized and Unrealized Gains
  (Losses) on Investments                   (15.94)      8.38       4.68         (0.70)        9.12       5.63
                                          --------   --------   --------      --------     --------   --------
 Total From Investment Operations           (16.32)      7.87       4.30         (0.75)        8.61       5.08
                                          --------   --------   --------      --------     --------   --------

Less Distributions:
 Distributions (from net realized
  gains)                                     (4.67)     (3.81)     (4.27)           --        (6.05)     (1.07)
                                          --------   --------   --------      --------     --------   --------
 Total Distributions                         (4.67)     (3.81)     (4.27)           --        (6.05)     (1.07)
                                          --------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $  21.22   $  42.21   $  38.15      $  38.12     $  38.87   $  36.31
                                          ========   ========   ========      ========     ========   ========
Total Return(3)                             (43.18)%    22.47%     11.83%        (1.93)%      25.29%     16.03%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $  7,241   $ 15,820   $ 15,605      $ 14,586     $ 14,922   $ 10,974
Ratio of Expenses to Average Net Assets       1.97%      1.96%      1.98%         1.98%        1.96%      1.95%
Ratio of Net Investment Loss to Average
 Net Assets                                  (1.18)%    (1.31)%    (1.02)%       (1.47)%      (1.40)%    (1.54)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.97%      1.96%      1.98%         1.98%        1.99%      1.99%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)              (1.18)%    (1.31)%    (1.02)%       (1.47)%      (1.43)%    (1.58)%
Portfolio Turnover Rate                        113%        96%        75%            9%         107%       135%
--------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

74
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

MID CAP GROWTH OPPORTUNITIES FUND (CONTINUED)

                                                                                              Fiscal year
                                              Fiscal year ended October    Fiscal period         ended
                                                         31,                   ended         September 30,
                                                                            October 31,
CLASS C SHARES                               2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 44.03   $ 39.65   $ 39.46      $ 40.23      $ 37.40   $ 33.24
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Loss                           (0.40)    (0.53)    (0.40)       (0.05)       (0.53)    (0.57)
 Realized and Unrealized Gains (Losses)
  on Investments                              (16.70)     8.72      4.86        (0.72)        9.41      5.80
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations             (17.10)     8.19      4.46        (0.77)        8.88      5.23
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Distributions (from net realized gains)       (4.67)    (3.81)    (4.27)          --        (6.05)    (1.07)
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (4.67)    (3.81)    (4.27)          --        (6.05)    (1.07)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $ 22.26   $ 44.03   $ 39.65      $ 39.46      $ 40.23   $ 37.40
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (43.16)%   22.42%    11.84%       (1.91)%      25.27%    16.03%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $13,011   $28,891   $19,540      $15,435      $17,079   $12,356
Ratio of Expenses to Average Net Assets         1.97%     1.96%     1.98%        1.98%        1.96%     1.95%
Ratio of Net Investment Loss to Average
 Net Assets                                    (1.18)%   (1.31)%   (1.02)%      (1.47)%      (1.40)%   (1.54)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.97%     1.96%     1.98%        1.98%        1.99%     1.99%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)                (1.18)%   (1.31)%   (1.02)%      (1.47)%      (1.43)%   (1.58)%
Portfolio Turnover Rate                          113%       96%       75%           9%         107%      135%
------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 46.11   $ 41.15   $ 40.61      $ 41.40      $ 38.15   $ 33.66
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Loss                           (0.24)    (0.34)    (0.23)       (0.03)       (0.31)    (0.30)
 Realized and Unrealized Gains (Losses)
  on Investments                              (17.64)     9.11      5.04        (0.76)        9.61      5.86
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations             (17.88)     8.77      4.81        (0.79)        9.30      5.56
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Distributions (from net realized gains)       (4.67)    (3.81)    (4.27)          --        (6.05)    (1.07)
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (4.67)    (3.81)    (4.27)          --        (6.05)    (1.07)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $ 23.56   $ 46.11   $ 41.15      $ 40.61      $ 41.40   $ 38.15
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (42.88)%   23.06%    12.41%       (1.91)%      25.95%    16.83%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $21,246   $29,490   $17,853      $ 5,502      $ 5,501   $     1
Ratio of Expenses to Average Net Assets         1.47%     1.46%     1.48%        1.48%        1.46%     1.20%
Ratio of Net Investment Loss to Average
 Net Assets                                    (0.69)%   (0.81)%   (0.57)%      (0.97)%      (0.77)%   (0.81)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.47%     1.46%     1.61%        1.63%        1.64%     1.24%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)                (0.69)%   (0.81)%   (0.70)%      (1.12)%      (0.95)%   (0.85)%
Portfolio Turnover Rate                          113%       96%       75%           9%         107%      135%
------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

75
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

MID CAP GROWTH OPPORTUNITIES FUND (CONTINUED)

                                                                                                 Fiscal year
                                                                           Fiscal period            ended
                                                                               ended            September 30,
                                         Fiscal year ended October 31,      October 31,
CLASS Y SHARES                         2008(1)     2007(1)      2006(1)      2005(1,2)       2005(1)      2004(1)
------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of
 Period                               $  49.40   $    43.62   $    42.61     $    43.42    $    39.58   $    34.78
                                      --------   ----------   ----------     ----------    ----------   ----------

Investment Operations:
 Net Investment Loss                     (0.07)       (0.14)       (0.01)         (0.02)        (0.16)       (0.21)
 Realized and Unrealized Gains
  (Losses) on Investments               (19.09)        9.73         5.29          (0.79)        10.05         6.08
                                      --------   ----------   ----------     ----------    ----------   ----------
 Total From Investment Operations       (19.16)        9.59         5.28          (0.81)         9.89         5.87
                                      --------   ----------   ----------     ----------    ----------   ----------

Less Distributions:
 Distributions (from net realized
  gains)                                 (4.67)       (3.81)       (4.27)            --         (6.05)       (1.07)
                                      --------   ----------   ----------     ----------    ----------   ----------
 Total Distributions                     (4.67)       (3.81)       (4.27)            --         (6.05)       (1.07)
                                      --------   ----------   ----------     ----------    ----------   ----------
Net Asset Value, End of Period        $  25.57   $    49.40   $    43.62     $    42.61    $    43.42   $    39.58
                                      ========   ==========   ==========     ==========    ==========   ==========
Total Return(3)                         (42.59)%      23.68%       12.98%         (1.86)%       26.57%       17.18%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)       $732,559   $1,478,374   $1,243,776     $1,238,595    $1,273,320   $1,168,220
Ratio of Expenses to Average Net
 Assets                                   0.97%        0.96%        0.98%          0.98%         0.96%        0.95%
Ratio of Net Investment Loss to
 Average Net Assets                      (0.18)%      (0.31)%      (0.02)%        (0.47)%       (0.40)%      (0.54)%
Ratio of Expenses to Average Net
 Assets (excluding waivers)               0.97%        0.96%        0.98%          0.98%         0.99%        0.99%
Ratio of Net Investment Loss to
 Average Net Assets (excluding
 waivers)                                (0.18)%      (0.31)%      (0.02)%        (0.47)%       (0.43)%      (0.58)%
Portfolio Turnover Rate                    113%          96%          75%             9%          107%         135%
------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

76
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Mid Cap Value Fund

                                                                                               Fiscal year
                                                                            Fiscal period         ended
                                                                                ended         September 30,
                                            Fiscal year ended October 31,    October 31,
CLASS A SHARES                              2008(1)    2007(1)    2006(1)     2005(1,2)     2005(1)   2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period       $  27.83   $  26.65   $  24.04      $ 24.88      $ 20.09   $ 16.30
                                           --------   --------   --------      -------      -------   -------

Investment Operations:
 Net Investment Income (Loss)                  0.21       0.14       0.14        (0.01)        0.13      0.08
 Realized and Unrealized Gains (Losses)
  on Investments                              (9.92)      2.78       3.89        (0.83)        4.76      3.77
                                           --------   --------   --------      -------      -------   -------
 Total From Investment Operations             (9.71)      2.92       4.03        (0.84)        4.89      3.85
                                           --------   --------   --------      -------      -------   -------

Less Distributions:
 Dividends (from net investment income)       (0.16)     (0.16)     (0.16)          --        (0.10)    (0.06)
 Distributions (from net realized
  gains)                                      (1.83)     (1.58)     (1.26)          --           --        --
                                           --------   --------   --------      -------      -------   -------
 Total Distributions                          (1.99)     (1.74)     (1.42)          --        (0.10)    (0.06)
                                           --------   --------   --------      -------      -------   -------
Net Asset Value, End of Period             $  16.13   $  27.83   $  26.65      $ 24.04      $ 24.88   $ 20.09
                                           ========   ========   ========      =======      =======   =======
Total Return(3)                              (37.32)%    11.47%     17.36%       (3.38)%      24.38%    23.65%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)            $124,275   $254,342   $156,576      $56,125      $54,360   $28,561
Ratio of Expenses to Average Net Assets        1.23%      1.22%      1.24%        1.23%        1.21%     1.20%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                            0.90%      0.58%      0.50%       (0.48)%       0.59%     0.41%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                           1.23%      1.22%      1.24%        1.23%        1.25%     1.25%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)        0.90%      0.58%      0.50%       (0.48)%       0.55%     0.36%
Portfolio Turnover Rate                          93%        95%        70%          10%         101%       83%
-------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period       $  26.48   $  25.50   $  23.12      $ 23.94      $ 19.39   $ 15.81
                                           --------   --------   --------      -------      -------   -------

Investment Operations:
 Net Investment Income (Loss)                  0.03      (0.05)     (0.03)       (0.02)       (0.05)    (0.06)
 Realized and Unrealized Gains (Losses)
  on Investments                              (9.39)      2.65       3.71        (0.80)        4.60      3.65
                                           --------   --------   --------      -------      -------   -------
 Total From Investment Operations             (9.36)      2.60       3.68        (0.82)        4.55      3.59
                                           --------   --------   --------      -------      -------   -------

Less Distributions:
 Dividends (from net investment income)       (0.07)     (0.04)     (0.04)          --           --     (0.01)
 Distributions (from net realized
  gains)                                      (1.83)     (1.58)     (1.26)          --           --        --
                                           --------   --------   --------      -------      -------   -------
 Total Distributions                          (1.90)     (1.62)     (1.30)          --           --     (0.01)
                                           --------   --------   --------      -------      -------   -------
Net Asset Value, End of Period             $  15.22   $  26.48   $  25.50      $ 23.12      $ 23.94   $ 19.39
                                           ========   ========   ========      =======      =======   =======
Total Return(3)                              (37.82)%    10.67%     16.45%       (3.43)%      23.47%    22.69%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)            $  4,133   $  8,360   $  8,590      $ 9,252      $10,157   $ 9,928
Ratio of Expenses to Average Net Assets        1.98%      1.97%      1.99%        1.98%        1.96%     1.95%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                            0.14%     (0.13)%    (0.17)%      (1.25)%      (0.21)%   (0.35)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                           1.98%      1.97%      1.99%        1.98%        2.00%     2.00%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)        0.14%     (0.13)%    (0.17)%      (1.25)%      (0.25)%   (0.40)%
Portfolio Turnover Rate                          93%        95%        70%          10%         101%       83%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

77
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

MID CAP VALUE FUND (CONTINUED)

                                                                                             Fiscal period
                                                                           Fiscal period         ended
                                              Fiscal year ended October        ended         September 30,
                                                         31,                October 31,
CLASS C SHARES                               2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 27.05   $ 26.02   $ 23.57       $24.40       $19.77    $16.12
                                             -------   -------   -------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                   0.03     (0.06)    (0.04)       (0.02)       (0.03)    (0.06)
 Realized and Unrealized Gains (Losses)
  on Investments                               (9.60)     2.72      3.80        (0.81)        4.66      3.72
                                             -------   -------   -------       ------       ------    ------
 Total From Investment Operations              (9.57)     2.66      3.76        (0.83)        4.63      3.66
                                             -------   -------   -------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)        (0.07)    (0.05)    (0.05)          --           --     (0.01)
 Distributions (from net realized gains)       (1.83)    (1.58)    (1.26)          --           --        --
                                             -------   -------   -------       ------       ------    ------
 Total Distributions                           (1.90)    (1.63)    (1.31)          --           --     (0.01)
                                             -------   -------   -------       ------       ------    ------
Net Asset Value, End of Period               $ 15.58   $ 27.05   $ 26.02       $23.57       $24.40    $19.77
                                             =======   =======   =======       ======       ======    ======
Total Return(3)                               (37.80)%   10.66%    16.47%       (3.40)%      23.43%    22.69%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $13,154   $26,141   $18,162       $7,439       $7,426    $3,342
Ratio of Expenses to Average Net Assets         1.98%     1.97%     1.99%        1.98%        1.96%     1.95%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                             0.14%    (0.18)%   (0.24)%      (1.24)%      (0.15)%   (0.33)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.98%     1.97%     1.99%        1.98%        2.00%     2.00%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)         0.14%    (0.18)%   (0.24)%      (1.24)%      (0.19)%   (0.38)%
Portfolio Turnover Rate                           93%       95%       70%          10%         101%       83%
------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 27.72   $ 26.56   $ 24.00       $24.83       $20.09    $16.31
                                             -------   -------   -------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                   0.15      0.06      0.05        (0.01)        0.12      0.07
 Realized and Unrealized Gains (Losses)
  on Investments                               (9.87)     2.78      3.91        (0.82)        4.70      3.76
                                             -------   -------   -------       ------       ------    ------
 Total From Investment Operations              (9.72)     2.84      3.96        (0.83)        4.82      3.83
                                             -------   -------   -------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)        (0.13)    (0.10)    (0.14)          --        (0.08)    (0.05)
 Distributions (from net realized gains)       (1.83)    (1.58)    (1.26)          --           --        --
                                             -------   -------   -------       ------       ------    ------
 Total Distributions                           (1.96)    (1.68)    (1.40)          --        (0.08)    (0.05)
                                             -------   -------   -------       ------       ------    ------
Net Asset Value, End of Period               $ 16.04   $ 27.72   $ 26.56       $24.00       $24.83    $20.09
                                             =======   =======   =======       ======       ======    ======
Total Return(3)                               (37.47)%   11.18%    17.06%       (3.34)%      24.04%    23.51%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $23,423   $29,752   $17,724       $  785       $  380    $    1
Ratio of Expenses to Average Net Assets         1.49%     1.47%     1.49%        1.47%        1.46%     1.20%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                             0.64%     0.29%     0.15%       (0.69)%       0.52%     0.37%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.49%     1.47%     1.61%        1.62%        1.65%     1.25%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)         0.64%     0.29%     0.03%       (0.84)%       0.33%     0.32%
Portfolio Turnover Rate                           93%       95%       70%          10%         101%       83%
------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

78
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

MID CAP VALUE FUND (CONTINUED)

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                                                               ended          September 30,
                                           Fiscal year ended October 31,    October 31,
CLASS Y SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
--------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  27.98   $  26.77   $  24.14      $  24.98     $  20.17   $  16.36
                                          --------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Income                        0.27       0.22       0.22            --         0.18       0.12
 Realized and Unrealized Gains
  (Losses) on Investments                    (9.99)      2.80       3.89         (0.84)        4.78       3.79
                                          --------   --------   --------      --------     --------   --------
 Total From Investment Operations            (9.72)      3.02       4.11         (0.84)        4.96       3.91
                                          --------   --------   --------      --------     --------   --------

Less Distributions:
 Dividends (from net investment
  income)                                    (0.19)     (0.23)     (0.22)           --        (0.15)     (0.10)
 Distributions (from net realized
  gains)                                     (1.83)     (1.58)     (1.26)           --           --         --
                                          --------   --------   --------      --------     --------   --------
 Total Distributions                         (2.02)     (1.81)     (1.48)           --        (0.15)     (0.10)
                                          --------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $  16.24   $  27.98   $  26.77      $  24.14     $  24.98   $  20.17
                                          ========   ========   ========      ========     ========   ========
Total Return(3)                             (37.17)%    11.79%     17.63%        (3.36)%      24.68%     23.95%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $415,486   $772,178   $728,014      $598,428     $621,172   $433,879
Ratio of Expenses to Average Net Assets       0.99%      0.97%      0.99%         0.98%        0.96%      0.95%
Ratio of Net Investment Income (Loss)
 to Average Net Assets                        1.14%      0.86%      0.81%        (0.24)%       0.80%      0.66%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          0.99%      0.97%      0.99%         0.98%        1.00%      1.00%
Ratio of Net Investment Income (Loss)
 to Average Net Assets (excluding
 waivers)                                     1.14%      0.86%      0.81%        (0.24)%       0.76%      0.61%
Portfolio Turnover Rate                         93%        95%        70%           10%         101%        83%
--------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

79
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Growth Opportunities Fund

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                           Fiscal year ended October 31,       ended          September 30,
                                                                            October 31,
CLASS A SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)     2005(1)    2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period       $ 21.65   $  20.49   $  22.79      $ 23.75      $ 21.74   $  21.95
                                           -------   --------   --------      -------      -------   --------

Investment Operations:
 Net Investment Loss                         (0.14)     (0.19)     (0.18)       (0.02)       (0.32)     (0.35)
 Realized and Unrealized Gains (Losses)
  on Investments                             (7.97)      2.67       2.37        (0.94)        5.28       0.27
                                           -------   --------   --------      -------      -------   --------
 Total From Investment Operations            (8.11)      2.48       2.19        (0.96)        4.96      (0.08)
                                           -------   --------   --------      -------      -------   --------

Less Distributions:
 Distributions (from net realized
  gains)                                     (1.58)     (1.32)     (4.49)          --        (2.95)     (0.13)
                                           -------   --------   --------      -------      -------   --------
 Total Distributions                         (1.58)     (1.32)     (4.49)          --        (2.95)     (0.13)
                                           -------   --------   --------      -------      -------   --------
Net Asset Value, End of Period             $ 11.96   $  21.65   $  20.49      $ 22.79      $ 23.75   $  21.74
                                           =======   ========   ========      =======      =======   ========
Total Return(3)                             (40.07)%(4) 12.81%(5)   9.91%       (4.04)%      24.21%     (0.39)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)            $29,022   $149,231   $138,786      $78,357      $84,567   $101,031
Ratio of Expenses to Average Net Assets       1.46%      1.47%      1.47%        1.47%        1.82%      1.93%
Ratio of Net Investment Loss to Average
 Net Assets                                  (0.82)%    (0.89)%    (0.88)%      (1.17)%      (1.42)%    (1.42)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.63%      1.59%      1.58%        1.56%        1.87%      1.96%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)              (0.99)%    (1.01)%    (0.99)%      (1.26)%      (1.47)%    (1.45)%
Portfolio Turnover Rate                        138%       118%       209%          14%         190%       178%
-------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period       $ 19.56   $  18.76   $  21.36      $ 22.27      $ 20.69   $  21.05
                                           -------   --------   --------      -------      -------   --------

Investment Operations:
 Net Investment Loss                         (0.23)     (0.31)     (0.31)       (0.03)       (0.45)     (0.50)
 Realized and Unrealized Gains (Losses)
  on Investments                             (7.13)      2.43       2.20        (0.88)        4.98       0.27
                                           -------   --------   --------      -------      -------   --------
 Total From Investment Operations            (7.36)      2.12       1.89        (0.91)        4.53      (0.23)
                                           -------   --------   --------      -------      -------   --------

Less Distributions:
 Distributions (from net realized
  gains)                                     (1.58)     (1.32)     (4.49)          --        (2.95)     (0.13)
                                           -------   --------   --------      -------      -------   --------
 Total Distributions                         (1.58)     (1.32)     (4.49)          --        (2.95)     (0.13)
                                           -------   --------   --------      -------      -------   --------
Net Asset Value, End of Period             $ 10.62   $  19.56   $  18.76      $ 21.36      $ 22.27   $  20.69
                                           =======   ========   ========      =======      =======   ========
Total Return(3)                             (40.55)%(4) 12.03%(5)   9.03%       (4.09)%      23.27%     (1.13)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)            $ 1,978   $  4,467   $  6,540      $ 8,271      $ 8,760   $  9,063
Ratio of Expenses to Average Net Assets       2.21%      2.22%      2.22%        2.22%        2.57%      2.68%
Ratio of Net Investment Loss to Average
 Net Assets                                  (1.57)%    (1.65)%    (1.62)%      (1.93)%      (2.16)%    (2.16)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          2.38%      2.34%      2.33%        2.31%        2.62%      2.71%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)              (1.74)%    (1.77)%    (1.73)%      (2.02)%      (2.21)%    (2.19)%
Portfolio Turnover Rate                        138%       118%       209%          14%         190%       178%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)During the period, the fund received a regulatory settlement, which had an impact on total return of 0.75% for Class A shares and 0.79% for Class B shares.

(5)During the period, the fund received a regulatory settlement, which had an impact on total return of 0.05% for Class A shares and 0.06% for Class B shares.

80
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Growth Opportunities Fund (CONTINUED)

                                                                                                 Fiscal year
                                                                              Fiscal period         ended
                                                 Fiscal year ended October        ended         September 30,
                                                            31,                October 31,
CLASS C SHARES                                  2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 20.41    $19.53    $22.05       $23.00       $21.28    $21.65
                                                -------    ------    ------       ------       ------    ------

Investment Operations:
 Net Investment Loss                              (0.24)    (0.33)    (0.32)       (0.04)       (0.48)    (0.49)
 Realized and Unrealized Gains (Losses) on
  Investments                                     (7.46)     2.53      2.29        (0.91)        5.15      0.25
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (7.70)     2.20      1.97        (0.95)        4.67     (0.24)
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Distributions (from net realized gains)          (1.58)    (1.32)    (4.49)          --        (2.95)    (0.13)
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (1.58)    (1.32)    (4.49)          --        (2.95)    (0.13)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $ 11.13    $20.41    $19.53       $22.05       $23.00    $21.28
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (40.53)%(4)11.96%(5)  9.11%       (4.13)%      23.28%    (1.14)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 1,104    $2,295    $2,664       $2,962       $3,152    $4,669
Ratio of Expenses to Average Net Assets            2.21%     2.22%     2.22%        2.22%        2.57%     2.68%
Ratio of Net Investment Loss to Average Net
 Assets                                           (1.56)%   (1.64)%   (1.63)%      (1.93)%      (2.20)%   (2.07)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               2.38%     2.34%     2.33%        2.31%        2.62%     2.71%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                       (1.73)%   (1.76)%   (1.74)%      (2.02)%      (2.25)%   (2.10)%
Portfolio Turnover Rate                             138%      118%      209%          14%         190%      178%
---------------------------------------------------------------------------------------------------------------

CLASS R SHARES(6)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 21.49    $20.39    $22.75       $23.72       $21.74    $21.95
                                                -------    ------    ------       ------       ------    ------
Investment Operations:
 Net Investment Loss                              (0.17)    (0.24)    (0.23)       (0.03)       (0.48)    (0.42)
 Realized and Unrealized Gains (Losses) on
     Investments                                  (7.91)     2.66      2.36        (0.94)        5.41      0.34
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (8.08)     2.42      2.13        (0.97)        4.93     (0.08)
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Distributions (from net realized gains)          (1.58)    (1.32)    (4.49)          --        (2.95)    (0.13)
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (1.58)    (1.32)    (4.49)          --        (2.95)    (0.13)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $ 11.83    $21.49    $20.39       $22.75       $23.72    $21.74
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (40.24)%(4)12.56%(5)  9.62%       (4.09)%      24.06%    (0.39)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $   433    $  522    $1,323       $    5       $    5    $    1
Ratio of Expenses to Average Net Assets            1.72%     1.72%     1.72%        1.72%        2.07%     1.93%
Ratio of Net Investment Loss to Average Net
 Assets                                           (1.04)%   (1.17)%   (1.16)%      (1.43)%      (2.14)%   (1.67)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.89%     1.84%     1.95%        1.96%        2.27%     1.96%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                       (1.21)%   (1.29)%   (1.39)%      (1.67)%      (2.34)%   (1.70)%
Portfolio Turnover Rate                             138%      118%      209%          14%         190%      178%
---------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)For the period October 1, 2005 to October 31, 2005. Effective in October 1, 2005, the fund's fiscal year end was changed from September 30 to October 31. All ratios for the period have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)During the period, the fund received a regulatory settlement, which had an impact on total return of 0.75% for Class C shares and 0.76% for Class R shares.

(5)During the period, the fund received a regulatory settlement, which had an impact on total return of 0.06% for Class C shares and 0.05% for Class R shares.

(6)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

81
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Growth Opportunities Fund (CONTINUED)

                                                                                              Fiscal year
                                                                          Fiscal period          ended
                                                                              ended          September 30,
                                          Fiscal year ended October 31,    October 31,
CLASS Y SHARES                            2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $ 23.03   $  21.66   $  23.81      $  24.81     $  22.55   $  22.70
                                          -------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Loss                        (0.10)     (0.15)     (0.13)        (0.02)       (0.27)     (0.32)
 Realized and Unrealized Gains
  (Losses) on Investments                   (8.54)      2.84       2.47         (0.98)        5.48       0.30
                                          -------   --------   --------      --------     --------   --------
 Total From Investment Operations           (8.64)      2.69       2.34         (1.00)        5.21      (0.02)
                                          -------   --------   --------      --------     --------   --------

Less Distributions:
 Distributions (from net realized
  gains)                                    (1.58)     (1.32)     (4.49)           --        (2.95)     (0.13)
                                          -------   --------   --------      --------     --------   --------
 Total Distributions                        (1.58)     (1.32)     (4.49)           --        (2.95)     (0.13)
                                          -------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $ 12.81   $  23.03   $  21.66      $  23.81     $  24.81   $  22.55
                                          =======   ========   ========      ========     ========   ========
Total Return(3)                            (39.97)%(4) 13.10%(5)  10.16%        (4.03)%      24.47%     (0.11)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $75,355   $154,456   $182,429      $210,769     $220,772   $224,432
Ratio of Expenses to Average Net Assets      1.22%      1.22%      1.22%         1.22%        1.57%      1.68%
Ratio of Net Investment Loss to Average
 Net Assets                                 (0.56)%    (0.64)%    (0.63)%       (0.92)%      (1.15)%    (1.25)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                         1.39%      1.34%      1.33%         1.31%        1.62%      1.71%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)             (0.73)%    (0.76)%    (0.74)%       (1.01)%      (1.20)%    (1.28)%
Portfolio Turnover Rate                       138%       118%       209%           14%         190%       178%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

(4)During the period, the fund received a regulatory settlement, which had an impact on total return of 0.75% for Class Y shares.

(5)During the period, the fund received a regulatory settlement, which had an impact on total return of 0.05% for Class Y shares.

82
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Select Fund

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                                                               ended          September 30,
                                           Fiscal year ended October 31,    October 31,
CLASS A SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)   2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  14.06   $  15.12   $  15.33      $  15.82     $  15.95   $ 14.52
                                          --------   --------   --------      --------     --------   -------

Investment Operations:
 Net Investment Loss                         (0.02)     (0.02)     (0.05)        (0.01)       (0.08)    (0.12)
 Realized and Unrealized Gains
  (Losses) on Investments                    (4.92)      1.04       3.05         (0.48)        3.10      2.60
                                          --------   --------   --------      --------     --------   -------
 Total From Investment Operations            (4.94)      1.02       3.00         (0.49)        3.02      2.48
                                          --------   --------   --------      --------     --------   -------

Less Distributions:
 Distributions (from net realized
  gains)                                     (0.85)     (2.08)     (3.21)           --        (3.15)    (1.05)
                                          --------   --------   --------      --------     --------   -------
 Total Distributions                         (0.85)     (2.08)     (3.21)           --        (3.15)    (1.05)
                                          --------   --------   --------      --------     --------   -------
Net Asset Value, End of Period            $   8.27   $  14.06   $  15.12      $  15.33     $  15.82   $ 15.95
                                          ========   ========   ========      ========     ========   =======
Total Return(3)                             (37.00)%     7.35%     22.46%        (3.10)%      20.46%    17.64%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $166,698   $238,129   $222,293      $104,568     $107,270   $97,775
Ratio of Expenses to Average Net Assets       1.26%      1.23%      1.24%         1.25%        1.22%     1.21%
Ratio of Net Investment Loss to Average
 Net Assets                                  (0.15)%    (0.22)%    (0.38)%       (0.92)%      (0.53)%   (0.76)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.26%      1.23%      1.24%         1.25%        1.25%     1.24%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)              (0.15)%    (0.22)%    (0.38)%       (0.92)%      (0.56)%   (0.79)%
Portfolio Turnover Rate                         92%        97%       111%           14%         122%      116%
-------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  11.56   $  12.88   $  13.58      $  14.02     $  14.56   $ 13.42
                                          --------   --------   --------      --------     --------   -------

Investment Operations:
 Net Investment Loss                         (0.08)     (0.11)     (0.13)        (0.02)       (0.17)    (0.22)
 Realized and Unrealized Gains
  (Losses) on Investments                    (3.99)      0.87       2.64         (0.42)        2.78      2.41
                                          --------   --------   --------      --------     --------   -------
 Total From Investment Operations            (4.07)      0.76       2.51         (0.44)        2.61      2.19
                                          --------   --------   --------      --------     --------   -------

Less Distributions:
 Distributions (from net realized
  gains)                                     (0.85)     (2.08)     (3.21)           --        (3.15)    (1.05)
                                          --------   --------   --------      --------     --------   -------
 Total Distributions                         (0.85)     (2.08)     (3.21)           --        (3.15)    (1.05)
                                          --------   --------   --------      --------     --------   -------
Net Asset Value, End of Period            $   6.64   $  11.56   $  12.88      $  13.58     $  14.02   $ 14.56
                                          ========   ========   ========      ========     ========   =======
Total Return(3)                             (37.52)%     6.51%     21.59%        (3.14)%      19.45%    16.88%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $  6,249   $ 13,720   $ 15,077      $ 13,406     $ 14,023   $13,050
Ratio of Expenses to Average Net Assets       2.01%      1.98%      1.99%         2.00%        1.97%     1.96%
Ratio of Net Investment Loss to Average
 Net Assets                                  (0.90)%    (0.97)%    (1.14)%       (1.67)%      (1.28)%   (1.51)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          2.01%      1.98%      1.99%         2.00%        2.00%     1.99%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)              (0.90)%    (0.97)%    (1.14)%       (1.67)%      (1.31)%   (1.54)%
Portfolio Turnover Rate                         92%        97%       111%           14%         122%      116%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

83
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Select Fund (CONTINUED)

                                                                                              Fiscal year
                                                                           Fiscal period         ended
                                              Fiscal year ended October        ended         September 30,
                                                         31,                October 31,
CLASS C SHARES                               2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 13.13   $ 14.36   $ 14.79      $ 15.28      $ 15.60   $ 14.32
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Loss                           (0.09)    (0.12)    (0.16)       (0.02)       (0.19)    (0.24)
 Realized and Unrealized Gains (Losses)
  on Investments                               (4.56)     0.97      2.94        (0.47)        3.02      2.57
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (4.65)     0.85      2.78        (0.49)        2.83      2.33
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Distributions (from net realized gains)       (0.85)    (2.08)    (3.21)          --        (3.15)    (1.05)
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (0.85)    (2.08)    (3.21)          --        (3.15)    (1.05)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  7.63   $ 13.13   $ 14.36      $ 14.79      $ 15.28   $ 15.60
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (37.44)%    6.46%    21.64%       (3.21)%      19.58%    16.79%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $17,062   $34,505   $18,794      $13,453      $14,418   $13,841
Ratio of Expenses to Average Net Assets         2.01%     1.98%     1.99%        2.00%        1.97%     1.96%
Ratio of Net Investment Loss to Average
 Net Assets                                    (0.90)%   (0.95)%   (1.14)%      (1.67)%      (1.28)%   (1.50)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            2.01%     1.98%     1.99%        2.00%        2.00%     1.99%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)                (0.90)%   (0.95)%   (1.14)%      (1.67)%      (1.31)%   (1.53)%
Portfolio Turnover Rate                           92%       97%      111%          14%         122%      116%
------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 13.86   $ 14.98   $ 15.24      $ 15.73      $ 15.91   $ 14.49
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Loss                           (0.04)    (0.05)    (0.09)       (0.01)       (0.08)    (0.13)
 Realized and Unrealized Gains (Losses)
  on Investments                               (4.85)     1.01      3.04        (0.48)        3.05      2.60
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (4.89)     0.96      2.95        (0.49)        2.97      2.47
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Distributions (from net realized gains)       (0.85)    (2.08)    (3.21)          --        (3.15)    (1.05)
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (0.85)    (2.08)    (3.21)          --        (3.15)    (1.05)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  8.12   $ 13.86   $ 14.98      $ 15.24      $ 15.73   $ 15.91
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (37.19)%    6.99%    22.23%       (3.11)%      20.16%    17.60%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $23,069   $38,181   $ 2,697      $   333      $   312   $    19
Ratio of Expenses to Average Net Assets         1.51%     1.48%     1.49%        1.50%        1.47%     1.21%
Ratio of Net Investment Loss to Average
 Net Assets                                    (0.40)%   (0.43)%   (0.59)%      (1.14)%      (0.53)%   (0.81)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.51%     1.48%     1.62%        1.65%        1.65%     1.24%
Ratio of Net Investment Loss to Average
 Net Assets (excluding waivers)                (0.40)%   (0.43)%   (0.72)%      (1.29)%      (0.71)%   (0.84)%
Portfolio Turnover Rate                           92%       97%      111%          14%         122%      116%

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

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

84
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Select Fund (CONTINUED)

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                                                               ended          September 30,
                                           Fiscal year ended October 31,    October 31,
CLASS Y SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
--------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  15.10   $  16.06   $  16.06      $  16.57     $  16.54   $  14.98
                                          --------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Income (Loss)                 0.01       0.01      (0.01)        (0.01)       (0.04)     (0.09)
 Realized and Unrealized Gains
  (Losses) on Investments                    (5.31)      1.11       3.22         (0.50)        3.22       2.70
                                          --------   --------   --------      --------     --------   --------
 Total From Investment Operations            (5.30)      1.12       3.21         (0.51)        3.18       2.61
                                          --------   --------   --------      --------     --------   --------

Less Distributions:
 Dividends (from net investment
  income)                                    (0.01)        --         --            --           --         --
 Distributions (from net realized
  gains)                                     (0.85)     (2.08)     (3.21)           --        (3.15)     (1.05)
                                          --------   --------   --------      --------     --------   --------
 Total Distributions                         (0.86)     (2.08)     (3.21)           --        (3.15)     (1.05)
                                          --------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $   8.94   $  15.10   $  16.06      $  16.06     $  16.57   $  16.54
                                          ========   ========   ========      ========     ========   ========
Total Return(3)                             (36.86)%     7.58%     22.81%        (3.08)%      20.73%     17.98%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $289,685   $691,488   $732,252      $682,088     $715,496   $770,981
Ratio of Expenses to Average Net Assets       1.01%      0.98%      0.99%         1.00%        0.97%      0.96%
Ratio of Net Investment Income (Loss)
 to Average Net Assets                        0.10%      0.03%     (0.15)%       (0.67)%      (0.28)%    (0.52)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.01%      0.98%      0.99%         1.00%        1.00%      0.99%
Ratio of Net Investment Income (Loss)
 to Average Net Assets (excluding
 waivers)                                     0.10%      0.03%     (0.15)%       (0.67)%      (0.31)%    (0.55)%
Portfolio Turnover Rate                         92%        97%       111%           14%         122%       116%
--------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

85
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Value Fund

                                                                                              Fiscal year
                                                                           Fiscal period         ended
                                              Fiscal year ended October        ended         September 30,
                                                         31,                October 31,
CLASS A SHARES                               2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 13.52   $ 15.38   $ 16.34      $ 16.78      $ 16.84   $ 14.28
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Income                          0.08      0.12      0.03         0.01         0.03      0.03
 Realized and Unrealized Gains (Losses)
  on Investments                               (3.97)     0.48      2.86        (0.45)        2.63      3.13
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (3.89)     0.60      2.89        (0.44)        2.66      3.16
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Dividends (from net investment income)        (0.14)    (0.02)    (0.04)          --        (0.06)    (0.04)
 Distributions (from net realized gains)       (1.37)    (2.44)    (3.81)          --        (2.66)    (0.56)
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (1.51)    (2.46)    (3.85)          --        (2.72)    (0.60)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  8.12   $ 13.52   $ 15.38      $ 16.34      $ 16.78   $ 16.84
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (31.75)%    4.18%    20.78%       (2.62)%      16.78%    22.70%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $28,344   $53,498   $57,922      $46,467      $48,128   $43,192
Ratio of Expenses to Average Net Assets         1.31%     1.26%     1.26%        1.25%        1.24%     1.23%
Ratio of Net Investment Income to Average
 Net Assets                                     0.75%     0.90%     0.21%        0.78%        0.19%     0.21%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.31%     1.26%     1.26%        1.25%        1.26%     1.25%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                 0.75%     0.90%     0.21%        0.78%        0.17%     0.19%
Portfolio Turnover Rate                           49%       63%       96%          15%          72%       34%
------------------------------------------------------------------------------------------------------------

CLASS B SHARES
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 11.94   $ 13.93   $ 15.19      $ 15.61      $ 15.92   $ 13.60
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Income (Loss)                     --      0.02     (0.07)          --        (0.09)    (0.08)
 Realized and Unrealized Gains (Losses)
  on Investments                               (3.48)     0.43      2.62        (0.42)        2.47      2.96
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (3.48)     0.45      2.55        (0.42)        2.38      2.88
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Distributions (from net investment
  income)                                      (0.04)       --        --           --        (0.03)       --
 Distributions (from net realized gains)       (1.37)    (2.44)    (3.81)          --        (2.66)    (0.56)
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (1.41)    (2.44)    (3.81)          --        (2.69)    (0.56)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  7.05   $ 11.94   $ 13.93      $ 15.19      $ 15.61   $ 15.92
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (32.32)%    3.41%    19.88%       (2.69)%      15.90%    21.76%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $ 2,964   $ 6,213   $ 7,855      $ 8,913      $ 9,325   $ 9,901
Ratio of Expenses to Average Net Assets         2.06%     2.01%     2.01%        2.00%        1.99%     1.98%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                             0.00%     0.14%    (0.53)%       0.03%       (0.56)%   (0.51)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            2.06%     2.01%     2.01%        2.00%        2.01%     2.00%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)         0.00%     0.14%    (0.53)%       0.03%       (0.58)%   (0.53)%
Portfolio Turnover Rate                           49%       63%       96%          15%          72%       34%
------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

86
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Value Fund (CONTINUED)

                                                                                                Fiscal period
                                                                              Fiscal period         ended
                                                 Fiscal year ended October        ended         September 30,
                                                            31,                October 31,
CLASS C SHARES                                  2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 12.19    $14.17    $15.39       $15.82       $16.10    $13.74
                                                -------    ------    ------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                        --      0.02     (0.07)          --        (0.09)    (0.08)
 Realized and Unrealized Gains (Losses) on
  Investments                                     (3.54)     0.44      2.66        (0.43)        2.50      3.00
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (3.54)     0.46      2.59        (0.43)        2.41      2.92
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)           (0.06)       --        --           --        (0.03)       --
 Distributions (from net realized gains)          (1.37)    (2.44)    (3.81)          --        (2.66)    (0.56)
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (1.43)    (2.44)    (3.81)          --        (2.69)    (0.56)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $  7.22    $12.19    $14.17       $15.39       $15.82    $16.10
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (32.23)%    3.42%    19.89%       (2.72)%      15.92%    21.83%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 2,373    $4,006    $4,405       $4,590       $4,808    $4,609
Ratio of Expenses to Average Net Assets            2.06%     2.01%     2.01%        2.00%        1.99%     1.98%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                0.00%     0.14%    (0.53)%       0.03%       (0.56)%   (0.52)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               2.06%     2.01%     2.01%        2.00%        2.01%     2.00%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            0.00%     0.14%    (0.53)%       0.03%       (0.58)%   (0.54)%
Portfolio Turnover Rate                              49%       63%       96%          15%          72%       34%
---------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 13.35    $15.24    $16.29       $16.74       $16.83    $14.27
                                                -------    ------    ------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                      0.05      0.10     (0.01)        0.01        (0.01)     0.03
 Realized and Unrealized Gains (Losses) on
  Investments                                     (3.91)     0.47      2.84        (0.46)        2.64      3.12
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (3.86)     0.57      2.83        (0.45)        2.63      3.15
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)           (0.12)    (0.02)    (0.07)          --        (0.06)    (0.03)
 Distributions (from net realized gains)          (1.37)    (2.44)    (3.81)          --        (2.66)    (0.56)
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (1.49)    (2.46)    (3.88)          --        (2.72)    (0.59)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $  8.00    $13.35    $15.24       $16.29       $16.74    $16.83
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (31.90)%    3.96%    20.44%       (2.69)%      16.60%    22.69%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 2,159    $3,263    $1,849       $    4       $    4    $    1
Ratio of Expenses to Average Net Assets            1.56%     1.51%     1.51%        1.50%        1.49%     1.23%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                0.50%     0.72%    (0.09)%       0.59%       (0.04)%    0.22%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.56%     1.51%     1.63%        1.65%        1.66%     1.25%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            0.50%     0.72%    (0.21)%       0.44%       (0.21)%    0.20%
Portfolio Turnover Rate                              49%       63%       96%          15%          72%       34%
---------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

87
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Small Cap Value Fund (CONTINUED)

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                                                               ended          September 30,
                                           Fiscal year ended October 31,    October 31,
CLASS Y SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
--------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  13.87   $  15.71   $  16.62      $  17.06     $  17.05   $  14.44
                                          --------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Income                        0.11       0.16       0.07          0.01         0.07       0.08
 Realized and Unrealized Gains
  (Losses) on Investments                    (4.08)      0.49       2.90         (0.45)        2.67       3.16
                                          --------   --------   --------      --------     --------   --------
 Total From Investment Operations            (3.97)      0.65       2.97         (0.44)        2.74       3.24
                                          --------   --------   --------      --------     --------   --------

Less Distributions:
 Dividends (from net investment
  income)                                    (0.17)     (0.05)     (0.07)           --        (0.07)     (0.07)
 Distributions (from net realized
  gains)                                     (1.37)     (2.44)     (3.81)           --        (2.66)     (0.56)
                                          --------   --------   --------      --------     --------   --------
 Total Distributions                         (1.54)     (2.49)     (3.88)           --        (2.73)     (0.63)
                                          --------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $   8.36   $  13.87   $  15.71      $  16.62     $  17.06   $  17.05
                                          ========   ========   ========      ========     ========   ========
Total Return(3)                             (31.56)%     4.45%     21.01%        (2.58)%      17.08%     23.02%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $158,112   $302,683   $355,148      $348,166     $363,261   $367,774
Ratio of Expenses to Average Net Assets       1.06%      1.01%      1.01%         1.00%        0.99%      0.98%
Ratio of Net Investment Income to
 Average Net Assets                           1.00%      1.15%      0.47%         1.03%        0.44%      0.50%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.06%      1.01%      1.01%         1.00%        1.01%      1.00%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                     1.00%      1.15%      0.47%         1.03%        0.42%      0.48%
Portfolio Turnover Rate                         49%        63%        96%           15%          72%        34%
--------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)For the one-month period ended October 31, 2005. Effective October 1, 2005, the fund's fiscal year end was changed from September 30 to October 31. All ratios for the period have been annualized, except total return.

(3)Total return would have been lower had certain expenses not been waived.

88
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Real Estate Securities Fund

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                           Fiscal year ended October 31,       ended          September 30,
                                                                            October 31,
CLASS A SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)   2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  23.99   $  26.49   $  21.42      $  21.81     $  18.62   $ 16.00
                                          --------   --------   --------      --------     --------   -------

Investment Operations:
 Net Investment Income                        0.60       0.47       0.47          0.03         0.69      0.63
 Realized and Unrealized Gains
  (Losses) on Investments                    (8.78)     (0.24)      7.77         (0.42)        4.47      3.21
                                          --------   --------   --------      --------     --------   -------
 Total From Investment Operations            (8.18)      0.23       8.24         (0.39)        5.16      3.84
                                          --------   --------   --------      --------     --------   -------

Less Distributions:
 Dividends (from net investment
  income)                                    (0.40)     (0.36)     (0.58)           --        (0.55)    (0.62)
 Distributions (from net realized
  gains)                                     (2.74)     (2.37)     (2.59)           --        (1.42)    (0.60)
                                          --------   --------   --------      --------     --------   -------
 Total Distributions                         (3.14)     (2.73)     (3.17)           --        (1.97)    (1.22)
                                          --------   --------   --------      --------     --------   -------
Net Asset Value, End of Period            $  12.67   $  23.99   $  26.49      $  21.42     $  21.81   $ 18.62
                                          ========   ========   ========      ========     ========   =======
Total Return(3)                             (37.71)%     0.78%     43.25%        (1.79)%      28.99%    24.98%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $133,162   $203,101   $228,186      $133,339     $135,745   $86,996
Ratio of Expenses to Average Net Assets       1.23%      1.22%      1.23%         1.23%        1.23%     1.23%
Ratio of Net Investment Income to
 Average Net Assets                           3.31%      1.87%      2.06%         1.48%        3.43%     3.63%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.23%      1.22%      1.23%         1.23%        1.25%     1.26%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                     3.31%      1.87%      2.06%         1.48%        3.41%     3.60%
Portfolio Turnover Rate                        150%       210%       161%           11%         118%      127%
-------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  23.53   $  26.08   $  21.14      $  21.53     $  18.41   $ 15.85
                                          --------   --------   --------      --------     --------   -------

Investment Operations:
 Net Investment Income                        0.46       0.27       0.29          0.01         0.54      0.50
 Realized and Unrealized Gains
  (Losses) on Investments                    (8.60)     (0.22)      7.66         (0.40)        4.40      3.17
                                          --------   --------   --------      --------     --------   -------
 Total From Investment Operations            (8.14)      0.05       7.95         (0.39)        4.94      3.67
                                          --------   --------   --------      --------     --------   -------

Less Distributions:
 Dividends (from net investment
  income)                                    (0.26)     (0.23)     (0.42)           --        (0.40)    (0.51)
 Distributions (from net realized
  gains)                                     (2.74)     (2.37)     (2.59)           --        (1.42)    (0.60)
                                          --------   --------   --------      --------     --------   -------
 Total Distributions                         (3.00)     (2.60)     (3.01)           --        (1.82)    (1.11)
                                          --------   --------   --------      --------     --------   -------
Net Asset Value, End of Period            $  12.39   $  23.53   $  26.08      $  21.14     $  21.53   $ 18.41
                                          ========   ========   ========      ========     ========   =======
Total Return(3)                             (38.18)%     0.00%     42.17%        (1.81)%      27.98%    24.06%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $  3,276   $  7,391   $  7,288      $  4,419     $  4,700   $ 4,412
Ratio of Expenses to Average Net Assets       1.98%      1.97%      1.98%         1.98%        1.98%     1.98%
Ratio of Net Investment Income to
 Average Net Assets                           2.57%      1.12%      1.30%         0.74%        2.69%     2.91%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          1.98%      1.97%      1.98%         1.98%        2.00%     2.01%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                     2.57%      1.12%      1.30%         0.74%        2.67%     2.88%
Portfolio Turnover Rate                        150%       210%       161%           11%         118%      127%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

89
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Real Estate Securities Fund (CONTINUED)

                                                                                               Fiscal year
                                               Fiscal year ended October    Fiscal period         ended
                                                          31,                   ended         September 30,
                                                                             October 31,
CLASS C SHARES                                2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period          $ 23.62   $ 26.17   $ 21.21       $21.61       $18.47    $15.89
                                              -------   -------   -------       ------       ------    ------

Investment Operations:
 Net Investment Income                           0.45      0.26      0.28         0.01         0.54      0.50
 Realized and Unrealized Gains (Losses) on
  Investments                                   (8.63)    (0.21)     7.70        (0.41)        4.42      3.19
                                              -------   -------   -------       ------       ------    ------
 Total From Investment Operations               (8.18)     0.05      7.98        (0.40)        4.96      3.69
                                              -------   -------   -------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)         (0.26)    (0.23)    (0.43)          --        (0.40)    (0.51)
 Distributions (from net realized gains)        (2.74)    (2.37)    (2.59)          --        (1.42)    (0.60)
                                              -------   -------   -------       ------       ------    ------
 Total Distributions                            (3.00)    (2.60)    (3.02)          --        (1.82)    (1.11)
                                              -------   -------   -------       ------       ------    ------
Net Asset Value, End of Period                $ 12.44   $ 23.62   $ 26.17       $21.21       $21.61    $18.47
                                              =======   =======   =======       ======       ======    ======
Total Return(3)                                (38.19)%    0.03%    42.16%       (1.85)%      28.00%    24.12%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)               $11,458   $18,403   $12,281       $4,669       $4,954    $4,247
Ratio of Expenses to Average Net Assets          1.98%     1.97%     1.98%        1.98%        1.98%     1.98%
Ratio of Net Investment Income to Average
 Net Assets                                      2.56%     1.06%     1.25%        0.75%        2.68%     2.92%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.98%     1.97%     1.98%        1.98%        2.00%     2.01%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                  2.56%     1.06%     1.25%        0.75%        2.66%     2.89%
Portfolio Turnover Rate                           150%      210%      161%          11%         118%      127%
-------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
-------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period          $ 24.20   $ 26.72   $ 21.61       $22.00       $18.80    $16.00
                                              -------   -------   -------       ------       ------    ------

Investment Operations:
 Net Investment Income                           0.54      0.38      0.35         0.02         0.72      0.61
 Realized and Unrealized Gains (Losses) on
  Investments                                   (8.85)    (0.21)     7.90        (0.41)        4.43      3.24
                                              -------   -------   -------       ------       ------    ------
 Total From Investment Operations               (8.31)     0.17      8.25        (0.39)        5.15      3.85
                                              -------   -------   -------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)         (0.36)    (0.32)    (0.55)          --        (0.53)    (0.45)
 Distributions (from net realized gains)        (2.74)    (2.37)    (2.59)          --        (1.42)    (0.60)
                                              -------   -------   -------       ------       ------    ------
 Total Distributions                            (3.10)    (2.69)    (3.14)          --        (1.95)    (1.05)
                                              -------   -------   -------       ------       ------    ------
Net Asset Value, End of Period                $ 12.79   $ 24.20   $ 26.72       $21.61       $22.00    $18.80
                                              =======   =======   =======       ======       ======    ======
Total Return(3)                                (37.90)%    0.52%    42.87%       (1.77)%      28.60%    24.94%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)               $22,813   $18,493   $ 9,423       $   57       $   36    $    1
Ratio of Expenses to Average Net Assets          1.48%     1.47%     1.48%        1.48%        1.48%     1.23%
Ratio of Net Investment Income to Average
 Net Assets                                      3.01%     1.52%     1.50%        1.23%        3.37%     3.57%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.48%     1.47%     1.60%        1.63%        1.65%     1.26%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                  3.01%     1.52%     1.38%        1.08%        3.20%     3.54%
Portfolio Turnover Rate                           150%      210%      161%          11%         118%      127%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

90
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Real Estate Securities Fund (CONTINUED)

                                                                                               Fiscal year
                                                                           Fiscal period          ended
                                           Fiscal year ended October 31,       ended          September 30,
                                                                            October 31,
CLASS Y SHARES                             2008(1)    2007(1)    2006(1)     2005(1,2)      2005(1)    2004(1)
--------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period      $  24.18   $  26.67   $  21.54      $  21.92     $  18.71   $  16.06
                                          --------   --------   --------      --------     --------   --------

Investment Operations:
 Net Investment Income                        0.64       0.53       0.53          0.03         0.74       0.69
 Realized and Unrealized Gains
  (Losses) on Investments                    (8.84)     (0.24)      7.82         (0.41)        4.49       3.22
                                          --------   --------   --------      --------     --------   --------
 Total From Investment Operations            (8.20)      0.29       8.35         (0.38)        5.23       3.91
                                          --------   --------   --------      --------     --------   --------

Less Distributions:
 Dividends (from net investment
  income)                                    (0.45)     (0.41)     (0.63)           --        (0.60)     (0.66)
 Distributions (from net realized
  gains)                                     (2.74)     (2.37)     (2.59)           --        (1.42)     (0.60)
                                          --------   --------   --------      --------     --------   --------
 Total Distributions                         (3.19)     (2.78)     (3.22)           --        (2.02)     (1.26)
                                          --------   --------   --------      --------     --------   --------
Net Asset Value, End of Period            $  12.79   $  24.18   $  26.67      $  21.54     $  21.92   $  18.71
                                          ========   ========   ========      ========     ========   ========
Total Return(3)                             (37.56)%     1.01%     43.58%        (1.73)%      29.25%     25.33%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)           $526,386   $652,579   $756,868      $504,655     $525,196   $414,544
Ratio of Expenses to Average Net Assets       0.98%      0.97%      0.98%         0.98%        0.98%      0.98%
Ratio of Net Investment Income to
 Average Net Assets                           3.51%      2.12%      2.31%         1.74%        3.66%      3.95%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                          0.98%      0.97%      0.98%         0.98%        1.00%      1.01%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                     3.51%      2.12%      2.31%         1.74%        3.64%      3.92%
Portfolio Turnover Rate                        150%       210%       161%           11%         118%       127%
--------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

91
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

Global Infrastructure Fund

                                                                                                       Fiscal period
                                                                                                           ended
CLASS A SHARES                                                                                     October 31, 2008(1,2)
------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                      $ 10.00
                                                                                                          -------
Investment Operations:
 Net Investment Income                                                                                       0.05
 Realized and Unrealized Losses on Investments                                                              (3.62)
                                                                                                          -------
 Total From Investment Operations                                                                           (3.57)
                                                                                                          -------
Less Distributions:
 Dividends (from net investment income)                                                                        --
                                                                                                          -------
 Total Distributions                                                                                           --
                                                                                                          -------
Net Asset Value, End of Period                                                                            $  6.43
                                                                                                          =======
Total Return(3)                                                                                            (35.70)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                           $ 4,022
Ratio of Expenses to Average Net Assets                                                                      1.25%
Ratio of Net Investment Income to Average Net Assets                                                         0.80%
Ratio of Expenses to Average Net Assets (excluding waivers)                                                  4.16%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                                        (2.11)%
Portfolio Turnover Rate                                                                                       304%
------------------------------------------------------------------------------------------------------------------------

CLASS Y SHARES
------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                      $ 10.00
                                                                                                          -------
Investment Operations:
 Net Investment Income                                                                                       0.16
 Realized and Unrealized Losses on Investments                                                              (3.73)
                                                                                                          -------
 Total From Investment Operations                                                                           (3.57)
                                                                                                          -------
Less Distributions:
 Dividends (from net investment income)                                                                        --
                                                                                                          -------
 Total Distributions                                                                                           --
                                                                                                          -------
Net Asset Value, End of Period                                                                            $  6.43
                                                                                                          =======
Total Return(3)                                                                                            (35.70)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                           $17,221
Ratio of Expenses to Average Net Assets                                                                      0.99%
Ratio of Net Investment Income to Average Net Assets                                                         2.18%
Ratio of Expenses to Average Net Assets (excluding waivers)                                                  3.90%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                                        (0.73)%
Portfolio Turnover Rate                                                                                       304%
------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on December 17, 2007. All ratios for the period have been annualized, except total return and portfolio turnover.

(3)Total return would have been lower had certain expenses not been waived.

92
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

International Fund

                                              Fiscal year ended October    Fiscal period   Fiscal year ended
                                                         31,                   ended         September 30,
                                                                            October 31,
CLASS A SHARES                               2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 17.15   $ 14.80   $ 12.01      $ 12.24      $ 10.19   $  8.99
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Income                          0.26      0.15      0.12         0.01         0.09      0.03
 Realized and Unrealized Gains (Losses)
  on Investments                               (7.14)     2.59      2.80        (0.24)        2.02      1.22
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (6.88)     2.74      2.92        (0.23)        2.11      1.25
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Dividends (from net investment income)        (0.14)    (0.13)    (0.13)          --        (0.06)    (0.05)
 Distributions (from net realized gains)       (1.45)    (0.26)       --           --           --        --
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (1.59)    (0.39)    (0.13)          --        (0.06)    (0.05)
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  8.68   $ 17.15   $ 14.80      $ 12.01      $ 12.24   $ 10.19
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (43.82)%   18.92%    24.50%       (1.88)%      20.80%    13.91%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $25,342   $56,705   $52,489      $48,439      $48,851   $44,851
Ratio of Expenses to Average Net Assets         1.49%     1.49%     1.51%        1.51%        1.56%     1.60%
Ratio of Net Investment Income to Average
 Net Assets                                     1.92%     0.97%     0.89%        0.58%        0.77%     0.31%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.54%     1.53%     1.54%        1.55%        1.61%     1.64%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                 1.87%     0.93%     0.86%        0.54%        0.72%     0.27%
Portfolio Turnover Rate                           18%       14%       17%          --           74%       77%
------------------------------------------------------------------------------------------------------------

CLASS B SHARES
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 15.78   $ 13.65   $ 11.09      $ 11.31      $  9.43   $  8.34
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Income (Loss)                   0.14      0.03      0.02           --           --     (0.05)
 Realized and Unrealized Gains (Losses)
  on Investments                               (6.52)     2.39      2.58        (0.22)        1.88      1.14
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (6.38)     2.42      2.60        (0.22)        1.88      1.09
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Dividends (from net investment income)        (0.03)    (0.03)    (0.04)          --           --        --
 Distributions (from net realized gains)       (1.45)    (0.26)       --           --           --        --
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                           (1.48)    (0.29)    (0.04)          --           --        --
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  7.92   $ 15.78   $ 13.65      $ 11.09      $ 11.31   $  9.43
                                             =======   =======   =======      =======      =======   =======
Total Return(3)                               (44.19)%   18.05%    23.50%       (1.95)%      19.94%    13.12%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $ 2,499   $ 6,668   $ 7,172      $ 6,632      $ 6,819   $ 7,371
Ratio of Expenses to Average Net Assets         2.24%     2.24%     2.26%        2.26%        2.31%     2.35%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                             1.16%     0.22%     0.15%       (0.17)%       0.00%    (0.48)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            2.29%     2.28%     2.29%        2.30%        2.36%     2.39%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)         1.11%     0.18%     0.12%       (0.21)%      (0.05)%   (0.52)%
Portfolio Turnover Rate                           18%       14%       17%          --           74%       77%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

93
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

International Fund (CONTINUED)

                                                                                                 Fiscal year
                                                 Fiscal year ended October    Fiscal period         ended
                                                            31,                   ended         September 30,
                                                                               October 31,
CLASS C SHARES                                  2008(1)   2007(1)   2006(1)     2005(1,2)     2005(1)   2004(1)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 16.36    $14.13    $11.47       $11.70       $ 9.76    $ 8.63
                                                -------    ------    ------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                      0.15      0.03      0.02           --           --     (0.05)
 Realized and Unrealized Gains (Losses) on
  Investments                                     (6.79)     2.48      2.67        (0.23)        1.94      1.18
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (6.64)     2.51      2.69        (0.23)        1.94      1.13
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)           (0.02)    (0.02)    (0.03)          --           --        --
 Distributions (from net realized gains)          (1.45)    (0.26)       --           --           --        --
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (1.47)    (0.28)    (0.03)          --           --        --
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $  8.25    $16.36    $14.13       $11.47       $11.70    $ 9.76
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (44.21)%   18.09%    23.53%       (1.97)%      19.88%    13.14%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $ 3,232    $7,173    $8,049       $7,520       $7,915    $8,542
Ratio of Expenses to Average Net Assets            2.24%     2.24%     2.26%        2.26%        2.31%     2.35%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                1.20%     0.20%     0.16%       (0.17)%      (0.01)%   (0.52)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               2.29%     2.28%     2.29%        2.30%        2.36%     2.39%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            1.15%     0.16%     0.13%       (0.21)%      (0.06)%   (0.56)%
Portfolio Turnover Rate                              18%       14%       17%          --           74%       77%
---------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
---------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 17.17    $14.81    $11.94       $12.17       $10.11    $ 8.98
                                                -------    ------    ------       ------       ------    ------

Investment Operations:
 Net Investment Income (Loss)                      0.19      0.10      0.05        (0.02)        0.09     (0.01)
 Realized and Unrealized Gains (Losses) on
  Investments                                     (7.10)     2.61      2.82        (0.21)        1.97      1.19
                                                -------    ------    ------       ------       ------    ------
 Total From Investment Operations                 (6.91)     2.71      2.87        (0.23)        2.06      1.18
                                                -------    ------    ------       ------       ------    ------

Less Distributions:
 Dividends (from net investment income)           (0.14)    (0.09)       --           --           --     (0.05)
 Distributions (from net realized gains)          (1.45)    (0.26)       --           --           --        --
                                                -------    ------    ------       ------       ------    ------
 Total Distributions                              (1.59)    (0.35)       --           --           --     (0.05)
                                                -------    ------    ------       ------       ------    ------
Net Asset Value, End of Period                  $  8.67    $17.17    $14.81       $11.94       $12.17    $10.11
                                                =======    ======    ======       ======       ======    ======
Total Return(3)                                  (43.94)%   18.66%    24.04%       (1.89)%      20.38%    13.16%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $     2    $    4    $    1       $    1       $  163    $    1
Ratio of Expenses to Average Net Assets            1.74%     1.74%     1.76%        1.76%        1.81%     1.60%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                1.40%     0.60%     0.39%        0.33%        0.77%    (0.11)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.79%     1.78%     1.91%        1.95%        2.01%     1.64%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)            1.35%     0.56%     0.24%        0.14%        0.57%    (0.15)%
Portfolio Turnover Rate                              18%       14%       17%          --           74%       77%

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

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

94
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

International Fund (CONTINUED)

                                                                                                Fiscal year
                                                                          Fiscal period            ended
                                        Fiscal year ended October 31,         ended            September 30,
                                                                           October 31,
CLASS Y SHARES                         2008       2007(1)      2006(1)      2005(1,2)       2005(1)      2004(1)
-----------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of
 Period                              $  17.38   $    14.99   $    12.16     $    12.39    $    10.31   $     9.10
                                     --------   ----------   ----------     ----------    ----------   ----------

Investment Operations:
 Net Investment Income                   0.30         0.19         0.16           0.01          0.12         0.06
 Realized and Unrealized Gains
  (Losses) on Investments               (7.24)        2.62         2.83          (0.24)         2.05         1.23
                                     --------   ----------   ----------     ----------    ----------   ----------
 Total From Investment Operations       (6.94)        2.81         2.99          (0.23)         2.17         1.29
                                     --------   ----------   ----------     ----------    ----------   ----------

Less Distributions:
 Dividends (from net investment
  income)                               (0.18)       (0.16)       (0.16)            --         (0.09)       (0.08)
 Distributions (from net realized
  gains)                                (1.45)       (0.26)          --             --            --           --
                                     --------   ----------   ----------     ----------    ----------   ----------
 Total Distributions                    (1.63)       (0.42)       (0.16)            --         (0.09)       (0.08)
                                     --------   ----------   ----------     ----------    ----------   ----------
Net Asset Value, End of Period       $   8.81   $    17.38   $    14.99     $    12.16    $    12.39   $    10.31
                                     ========   ==========   ==========     ==========    ==========   ==========
Total Return(3)                        (43.68)%      19.23%       24.81%         (1.86)%       21.12%       14.13%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)      $658,276   $1,670,810   $1,738,254     $1,516,510    $1,523,057   $1,145,409
Ratio of Expenses to Average Net
 Assets                                  1.24%        1.24%        1.26%          1.26%         1.31%        1.35%
Ratio of Net Investment Income to
 Average Net Assets                      2.19%        1.21%        1.16%          0.83%         1.07%        0.59%
Ratio of Expenses to Average Net
 Assets (excluding waivers)              1.29%        1.28%        1.29%          1.30%         1.36%        1.39%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                2.14%        1.17%        1.13%          0.79%         1.02%        0.55%
Portfolio Turnover Rate                    18%          14%          17%            --            74%          77%

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

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

95
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

INTERNATIONAL SELECT FUND

                                                                 Fiscal year                Fiscal period
                                                                    ended                       ended
CLASS A SHARES                                               October 31, 2008(1)        October 31, 2007(1,2)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                               $ 12.15                     $10.00
                                                                   -------                     ------
Investment Operations:
 Net Investment Income                                                0.15                       0.09
 Realized and Unrealized Gains (Losses) on Investments               (5.52)                      2.07
                                                                   -------                     ------
 Total From Investment Operations                                    (5.37)                      2.16
                                                                   -------                     ------
Less Distributions:
 Dividends (from net investment income)                              (0.06)                     (0.01)
 Distributions (from net realized gains)                             (0.19)                        --
                                                                   -------                     ------
 Total Distributions                                                 (0.25)                     (0.01)
                                                                   -------                     ------
Net Asset Value, End of Period                                     $  6.53                     $12.15
                                                                   =======                     ======
Total Return(3)                                                     (45.00)%                    21.58%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                    $ 1,904                     $3,228
Ratio of Expenses to Average Net Assets                               1.49%                      1.49%
Ratio of Net Investment Income to Average Net Assets                  1.52%                      0.95%
Ratio of Expenses to Average Net Assets (excluding
 waivers)                                                             1.70%                      1.89%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                  1.31%                      0.55%
Portfolio Turnover Rate                                                 63%                        45%
-------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                               $ 12.07                     $10.00
                                                                   -------                     ------
Investment Operations:
 Net Investment Income                                                0.08                       0.02
 Realized and Unrealized Gains (Losses) on Investments               (5.47)                      2.05
                                                                   -------                     ------
 Total From Investment Operations                                    (5.39)                      2.07
                                                                   -------                     ------
Less Distributions:
 Dividends (from net investment income)                              (0.03)                        --
 Distributions (from net realized gains)                             (0.19)                        --
                                                                   -------                     ------
 Total Distributions                                                 (0.22)                        --
                                                                   -------                     ------
Net Asset Value, End of Period                                     $  6.46                     $12.07
                                                                   =======                     ======
Total Return(3)                                                     (45.37)%                    20.75%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                    $   257                     $  324
Ratio of Expenses to Average Net Assets                               2.24%                      2.24%
Ratio of Net Investment Income to Average Net Assets                  0.79%                      0.24%
Ratio of Expenses to Average Net Assets (excluding
 waivers)                                                             2.45%                      2.64%
Ratio of Net Investment Income (Loss) to Average Net
 Assets
 (excluding waivers)                                                  0.58%                     (0.16)%
Portfolio Turnover Rate                                                 63%                        45%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on December 21, 2006. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

96
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

INTERNATIONAL SELECT FUND (CONTINUED)

                                                                 Fiscal year                Fiscal period
                                                                    ended                       ended
CLASS C SHARES                                                 October 31, 2008         October 31, 2007(1,2)
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                               $ 12.07                     $10.00
                                                                   -------                     ------
Investment Operations:
 Net Investment Income                                                0.09                       0.03
 Realized and Unrealized Gains (Losses) on Investments               (5.48)                      2.04
                                                                   -------                     ------
 Total From Investment Operations                                    (5.39)                      2.07
                                                                   -------                     ------
Less Distributions:
 Dividends (from net investment income)                              (0.03)                        --
 Distributions (from net realized gains)                             (0.19)                        --
                                                                   -------                     ------
 Total Distributions                                                 (0.22)                        --
                                                                   -------                     ------
Net Asset Value, End of Period                                     $  6.46                     $12.07
                                                                   =======                     ======
Total Return(3)                                                     (45.39)%                    20.75%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                    $   226                     $  287
Ratio of Expenses to Average Net Assets                               2.24%                      2.24%
Ratio of Net Investment Income to Average Net Assets                  0.92%                      0.30%
Ratio of Expenses to Average Net Assets (excluding
 waivers)                                                             2.45%                      2.64%
Ratio of Net Investment Income (Loss) to Average Net
 Assets
 (excluding waivers)                                                  0.71%                     (0.10)%
Portfolio Turnover Rate                                                 63%                        45%
-------------------------------------------------------------------------------------------------------------

CLASS R SHARES
-------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                               $ 12.12                     $10.00
                                                                   -------                     ------
Investment Operations:
 Net Investment Income                                                0.08                       0.07
 Realized and Unrealized Gains (Losses) on Investments               (5.46)                      2.06
                                                                   -------                     ------
 Total From Investment Operations                                    (5.38)                      2.13
                                                                   -------                     ------
Less Distributions:
 Dividends (from net investment income)                              (0.03)                     (0.01)
 Distributions (from net realized gains)                             (0.19)                        --
                                                                   -------                     ------
 Total Distributions                                                 (0.22)                     (0.01)
                                                                   -------                     ------
Net Asset Value, End of Period                                     $  6.52                     $12.12
                                                                   =======                     ======
Total Return(3)                                                     (45.10)%                    21.27%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                    $    48                     $   17
Ratio of Expenses to Average Net Assets                               1.74%                      1.74%
Ratio of Net Investment Income to Average Net Assets                  0.90%                      0.77%
Ratio of Expenses to Average Net Assets (excluding
 waivers)                                                             1.95%                      2.14%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                  0.69%                      0.37%
Portfolio Turnover Rate                                                 63%                        45%
-------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on December 21, 2006. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

97
PROSPECTUS - First American Stock Funds

Additional Information
Financial Highlights continued

INTERNATIONAL SELECT FUND (CONTINUED)

                                                               Fiscal year             Fiscal period
                                                                  ended                    ended
CLASS Y SHARES                                              October 31, 2008       October 31, 2007(1,2)
--------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                            $  12.17                 $  10.00
                                                                --------                 --------
Investment Operations:
 Net Investment Income                                              0.17                     0.13
 Realized and Unrealized Gains (Losses) on Investments             (5.52)                    2.05
                                                                --------                 --------
 Total From Investment Operations                                  (5.35)                    2.18
                                                                --------                 --------
Less Distributions:
 Dividends (from net investment income)                            (0.08)                   (0.01)
 Distributions (from net realized gains)                           (0.19)                      --
                                                                --------                 --------
 Total Distributions                                               (0.27)                   (0.01)
                                                                --------                 --------
Net Asset Value, End of Period                                  $   6.55                 $  12.17
                                                                ========                 ========
Total Return(3)                                                   (44.86)%                  21.78%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                 $249,805                 $343,161
Ratio of Expenses to Average Net Assets                             1.24%                    1.24%
Ratio of Net Investment Income to Average Net Assets                1.72%                    1.36%
Ratio of Expenses to Average Net Assets (excluding
 waivers)                                                           1.45%                    1.64%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                1.51%                    0.96%
Portfolio Turnover Rate                                               63%                      45%
--------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on December 21, 2006. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

98
PROSPECTUS - First American Stock Funds

First American Funds' Privacy Policy

We want you to understand what information we collect and how it's used.

"Nonpublic personal information" is nonpublic information that we obtain while providing financial products or services to you.

Why we collect your information
We gather nonpublic personal information about you and your accounts so that we can:
- Know who you are and prevent unauthorized access to your information.
- Design and improve the products we offer.
- Comply with the laws and regulations that govern us.

The types of information we collect
We may collect the following nonpublic personal information about you:
- Information about your identity, such as your name, address, and social security number
- Information about your transactions with us
- Information you provide on applications, such as your beneficiaries

Confidentiality and security
We operate through service providers. We require our service providers to restrict access to nonpublic personal information about you to those employees who need that information in order to provide products or services to you. We also require them to maintain physical, electronic, and procedural safeguards that comply with applicable federal standards and regulations to guard your information.

What information we disclose
We may share all of the nonpublic personal information that we collect about you with our affiliated providers of financial services, including our family of funds and their advisor, and with companies that perform marketing services on our behalf.

We're permitted by law to disclose nonpublic personal information about you to other third parties in certain circumstances. For example, we may disclose nonpublic personal information about you to affiliated and nonaffiliated third parties to assist us in servicing your account (e.g., mailing of fund-related materials) and to government entities (e.g., IRS for tax purposes).

We'll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

Additional rights and protections
You may have other privacy protections under applicable state laws, such as California and Vermont. To the extent that these state laws apply, we will comply with them when we share information about you. This privacy policy does not apply to your relationship with other financial service providers, such as broker-dealers. We may amend this privacy notice at any time, and we will inform you of changes as required by law.

Our pledge applies to products and services offered by:
- First American Funds, Inc.
- First American Investment Funds, Inc.
- First American Strategy Funds, Inc.
- American Strategic Income Portfolio Inc.
- American Strategic Income Portfolio Inc. II
- American Strategic Income Portfolio Inc. III

- American Select Portfolio Inc.
- American Municipal Income Portfolio Inc.
- Minnesota Municipal Income Portfolio Inc.
- First American Minnesota Municipal Income Fund II, Inc.
- American Income Fund, Inc.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

THIS PAGE IS NOT PART OF THE PROSPECTUS

(FIRST AMERICAN FUNDS LOGO)

FOR MORE INFORMATION

More information about the First American Funds is available on the funds' Internet site at www.firstamericanfunds.com and in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the funds and their policies and is incorporated into this prospectus by reference (which means that it is legally part of this prospectus).

You can obtain a free copy of the funds' most recent annual or semiannual reports or the SAI, request other information about the funds, or make other shareholder inquiries by calling Investor Services at 800 677-3863 (FUND) or by contacting the funds at the address below. Annual or semiannual reports and the SAI are also available on the funds' Internet site.

Information about the funds (including the SAI) can also be reviewed and copied at the Securities and Exchange Commission's (SEC) Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 1- 202-942-8090. Reports and other information about the funds are also available on the EDGAR database on the SEC's Internet site at www.sec.gov, or you can receive copies of this information, for a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, DC 20549-0102.

SEC file number: 811-05309 PROSTOCK 2/09

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

(FIRST AMERICAN FUNDS LOGO)

February 27, 2009        PROSPECTUS

                         First American Investment Funds, Inc.
                         ASSET CLASS - STOCK FUNDS

INDEX FUNDS
Class A, Class B, Class C, Class R, and Class Y Shares

EQUITY INDEX FUND
MID CAP INDEX FUND
SMALL CAP INDEX FUND

TABLE OF
CONTENTS

FUND SUMMARIES
   Equity Index Fund                                                          2
   Mid Cap Index Fund                                                         5
   Small Cap Index Fund                                                       8
MORE ABOUT THE FUNDS
   Investment Strategies, Risks, and Other Investment Matters                11
POLICIES AND SERVICES
   Purchasing, Redeeming, and Exchanging Shares                              12
   Managing Your Investment                                                  22
ADDITIONAL INFORMATION
   Management                                                                24
   Financial Highlights                                                      26
FOR MORE INFORMATION                                                 Back Cover

Please find FIRST AMERICAN FUNDS' PRIVACY POLICY inside the back cover of this Prospectus.

Fund Summaries
Introduction

This section of the prospectus describes the objectives of the First American Index Funds, summarizes the principal investment strategies used by each fund in trying to achieve its objective, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the funds.

AN INVESTMENT IN THE FUNDS 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.

THE FUNDS MAY BE OFFERED ONLY TO PERSONS IN THE UNITED STATES. THIS PROSPECTUS SHOULD NOT BE CONSIDERED A SOLICITATION OR OFFERING OF FUND SHARES OUTSIDE THE UNITED STATES.

1
PROSPECTUS - First American Index Funds

Fund Summaries
Equity Index Fund

OBJECTIVE

Equity Index Fund's objective is to provide investment results that correspond to the performance of the Standard & Poor's 500 Index (S&P 500 Index).

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Equity Index Fund generally invests at least 90% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks included in the S&P 500 Index. The S&P 500 Index is an unmanaged market-value weighted index consisting of 500 stocks chosen for market size, liquidity, sector performance and other factors. The index tracks the performance of the large cap U.S. equity market. As of December 31, 2008, market capitalizations of companies in the S&P 500 Index ranged from approximately $477 million to $406.1 billion.

The fund's advisor believes that the fund's objective can best be achieved by investing in common stocks of approximately 90% to 100% of the issues included in the S&P 500 Index, depending on the size of the fund. A computer program is used to identify which stocks should be purchased or sold in order to replicate, as closely as possible, the composition of the S&P 500 Index.

Because the fund may not always hold all of the stocks included in the S&P 500 Index, and because the fund has expenses and the index does not, the fund will not duplicate the index's performance precisely. However, the fund's advisor believes there should be a close correlation between the fund's performance and that of the S&P 500 Index in both rising and falling markets.

The fund will attempt to achieve a correlation between the performance of its portfolio and that of the S&P 500 Index of at least 95%, without taking into account expenses of the fund. A perfect correlation would be indicated by a figure of 100%, which would be achieved if the fund's net asset value, including the value of its dividends and capital gains distributions, increased or decreased in exact proportion to changes in the S&P 500 Index. If the fund is unable to achieve a correlation of 95% over time, the fund's board of directors will consider alternative strategies for the fund.

The fund also may invest in stock index futures contracts, options on stock indices, options on stock index futures, and index participation contracts based on the S&P 500 Index. The fund makes these investments to maintain the liquidity needed to meet redemption requests, to increase the level of fund assets devoted to replicating the composition of the S&P 500 Index, and to reduce transaction costs.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:

- Common Stock Risk

- Derivative Instrument Risk

- Failure to Match Index Performance

- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

2
PROSPECTUS - First American Index Funds

Fund Summaries
Equity Index Fund continued

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

Prior to July 1, 2004, Class R Shares were designated Class S shares, which had lower fees and expenses. The performance information in the table prior to July 1, 2004 is based on the performance of the Class S shares. If current fees and expenses had been in effect, performance would have been lower.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

 20.12%     (9.80)%   (12.30)%   (22.46)%    27.89%     10.23%      4.38%     15.23%      4.94%    (37.18)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  June 30, 2003          15.18%
Worst Quarter:
Quarter ended  December 31, 2008     (22.00)%

                                                                                                               Since
AVERAGE ANNUAL TOTAL RETURNS               Inception                                                       Inception
AS OF 12/31/08                                  Date       One Year       Five Years       Ten Years       (Class C)
--------------------------------------------------------------------------------------------------------------------
Equity Index Fund
--------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)             12/14/92       (40.63)%          (3.75)%         (2.47)%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions)                                           (40.81)%          (4.05)%         (2.88)%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                                  (26.08)%          (3.03)%         (2.09)%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)              8/15/94       (40.76)%          (3.76)%         (2.66)%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)               2/1/99       (38.27)%          (3.39)%             N/A         (3.02)%
--------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)              9/24/01       (37.36)%          (2.90)%             N/A             N/A
--------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)               2/4/94       (37.03)%          (2.41)%         (1.68)%             N/A
--------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Index(1)
(reflects no deduction for fees,
expenses, or taxes)                                        (37.00)%          (2.19)%         (1.38)%         (1.75)%

                                               Since
AVERAGE ANNUAL TOTAL RETURNS               Inception
AS OF 12/31/08                             (Class R)
----------------------------------------------------
Equity Index Fund
----------------------------------------------------
  Class A (return before taxes)                  N/A
----------------------------------------------------
  Class A (return after taxes on
  distributions)                                 N/A
----------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                        N/A
----------------------------------------------------
  Class B (return before taxes)                  N/A
----------------------------------------------------
  Class C (return before taxes)                  N/A
----------------------------------------------------
  Class R (return before taxes)              (0.25)%
----------------------------------------------------
  Class Y (return before taxes)                  N/A
----------------------------------------------------
Standard & Poor's 500 Index(1)
(reflects no deduction for fees,
expenses, or taxes)                           0.42%

(1)An unmanaged market-capitalization weighted index based on the average weighted performance of 500 widely held large-cap common stocks.

3
PROSPECTUS - First American Index Funds

Fund Summaries
Equity Index Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                              5.50%(2)  None     None     None     None

  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                      None    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                  0.25%    0.25%    0.25%    0.25%    0.25%
  Distribution and/or Service (12b-1) Fees                         0.25%    1.00%    1.00%    0.50%     None
  Other Expenses                                                   0.28%    0.28%    0.28%    0.28%    0.28%
  Total Annual Fund Operating Expenses(3,4)                        0.78%    1.53%    1.53%    1.03%    0.53%
  Less Fee Waivers(5)                                             (0.16)%  (0.16)%  (0.16)%  (0.16)%  (0.16)%
  Net Expenses(5)                                                  0.62%    1.37%    1.37%    0.87%    0.37%
------------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
   1 year           $  610            $  639            $  139            $  239            $  139        $   89          $ 38
------------------------------------------------------------------------------------------------------------------------------
   3 years          $  770            $  868            $  468            $  468            $  468        $  312          $154
------------------------------------------------------------------------------------------------------------------------------
   5 years          $  945            $1,019            $  819            $  819            $  819        $  553          $280
------------------------------------------------------------------------------------------------------------------------------
  10 years          $1,449            $1,607            $1,607            $1,810            $1,810        $1,245          $650

(3)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers.

(4)Total Annual Fund Operating Expenses do not include securities lending income received by U.S. Bank, an affiliate of the advisor. U.S. Bank receives fees of up to 25% of the fund's net income from securities lending transactions in connection with the lending services it provides the fund.

(5)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses do not exceed 0.62%, 1.37%, 1.37%, 0.87%, and 0.37%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

4
PROSPECTUS - First American Index Funds

Fund Summaries
Mid Cap Index Fund

OBJECTIVE

Mid Cap Index Fund's objective is to provide investment results that correspond to the performance of the Standard & Poor's MidCap 400 Composite Index (S&P 400 Index).

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Mid Cap Index Fund generally invests at least 90% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks included in the S&P 400 Index. This index is an unmanaged market-value weighted index consisting of 400 stocks chosen for market size, liquidity, sector representation and other factors that represents the mid range sector of the U.S. stock market. As of December 31, 2008, market capitalizations of companies in the S&P 400 Index ranged from approximately $87 million to $4.7 billion.

The fund's advisor believes that the fund's objective can best be achieved by investing in common stocks of approximately 90% to 100% of the issues included in the S&P 400 Index, depending on the size of the fund. A computer program is used to identify which stocks should be purchased or sold in order to replicate, as closely as practicable, the composition of the S&P 400 Index.

Because the fund may not always hold all of the stocks included in the S&P 400 Index, and because the fund has expenses and the index does not, the fund will not duplicate the index's performance precisely. However, the fund's advisor believes there should be a close correlation between the fund's performance and that of the S&P 400 Index in both rising and falling markets.

The fund will attempt to achieve a correlation between the performance of its portfolio and that of the S&P 400 Index of at least 95%, without taking into account expenses of the fund. A perfect correlation would be indicated by a figure of 100%, which would be achieved if the fund's net asset value, including the value of its dividends and capital gains distributions, increased or decreased in exact proportion to changes in the S&P 400 Index. If the fund is unable to achieve a correlation of 95% over time, the fund's board of directors will consider alternative strategies for the fund.

The fund also may invest in stock index futures contracts, options on stock indices, options on stock index futures, and index participation contracts based on the S&P 400 Index. The fund makes these investments to maintain the liquidity needed to meet redemption requests, to increase the level of fund assets devoted to replicating the composition of the S&P 400 Index, and to reduce transaction costs.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:

- Common Stock Risk

- Derivative Instrument Risk

- Failure to Match Index Performance

- Mid-Cap Stock Risk

- Securities Lending Risk

See "More About the Funds" for a discussion of these risks.

5
PROSPECTUS - First American Index Funds

Fund Summaries
Mid Cap Index Fund continued

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1)

(BAR CHART)

 15.49%     (2.30)%   (15.06)%    34.17%     15.71%     11.97%      9.66%      7.36%    (36.22)%

  2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 2001      17.55%
Worst Quarter:
Quarter ended  December 31, 2008     (25.52)%

                                                                                                Since
                                                                                            Inception
                                                                                            (Class A,           Since
AVERAGE ANNUAL TOTAL RETURNS             Inception                                       Class B, and       Inception
AS OF 12/31/08(1)                             Date       One Year       Five Years           Class Y)       (Class C)
---------------------------------------------------------------------------------------------------------------------
Mid Cap Index Fund
---------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)            11/4/99       (39.73)%          (1.67)%              2.77%             N/A
---------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions)                                         (40.59)%          (2.81)%              1.47%             N/A
---------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                                (24.82)%          (1.20)%              2.14%             N/A
---------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)            11/4/99       (39.66)%          (1.59)%              2.66%             N/A
---------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)            9/24/01       (37.31)%          (1.29)%                N/A           3.41%
---------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)           11/27/00       (36.43)%          (0.81)%                N/A             N/A
---------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)            11/4/99       (36.15)%          (0.32)%              3.65%             N/A
---------------------------------------------------------------------------------------------------------------------
Standard & Poor's MidCap 400 Index(2)
(reflects no deduction for fees,
expenses, or taxes)                                      (36.23)%          (0.08)%              4.28%           4.83%
                                             Since
AVERAGE ANNUAL TOTAL RETURNS             Inception
AS OF 12/31/08(1)                        (Class R)
--------------------------------------------------
Mid Cap Index Fund
--------------------------------------------------
  Class A (return before taxes)                N/A
--------------------------------------------------
  Class A (return after taxes on
  distributions)                               N/A
--------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                      N/A
--------------------------------------------------
  Class B (return before taxes)                N/A
--------------------------------------------------
  Class C (return before taxes)                N/A
--------------------------------------------------
  Class R (return before taxes)              1.14%
--------------------------------------------------
  Class Y (return before taxes)                N/A
--------------------------------------------------
Standard & Poor's MidCap 400 Index(2)
(reflects no deduction for fees,
expenses, or taxes)                          2.04%

(1)Performance presented prior to 9/24/01 represents that of the Firstar MidCap Index Fund, a series of Firstar Funds, Inc., which merged into the fund on that date.
(2)An unmanaged market-value weighted index of 400 mid-cap companies.

6
PROSPECTUS - First American Index Funds

Fund Summaries
Mid Cap Index Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                              5.50%(2)  None     None     None     None

  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                      None    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                  0.25%    0.25%    0.25%    0.25%    0.25%
  Distribution and/or Service (12b-1) Fees                         0.25%    1.00%    1.00%    0.50%     None
  Other Expenses                                                   0.34%    0.33%    0.33%    0.35%    0.34%
  Acquired Fund Fees and Expenses(3)                               0.01%    0.01%    0.01%    0.01%    0.01%
  Total Annual Fund Operating Expenses(4,5)                        0.85%    1.59%    1.59%    1.11%    0.60%
  Less Fee Waivers(6)                                             (0.10)%  (0.10)%  (0.10)%  (0.10)%  (0.10)%
  Net Expenses(6)                                                  0.75%    1.49%    1.49%    1.01%    0.50%
------------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
  1 year            $  622            $  652            $  152            $  252            $  152        $  103          $ 51
------------------------------------------------------------------------------------------------------------------------------
  3 years           $  797            $  892            $  492            $  492            $  492        $  343          $182
------------------------------------------------------------------------------------------------------------------------------
  5 years           $  986            $1,056            $  856            $  856            $  856        $  602          $325
------------------------------------------------------------------------------------------------------------------------------
 10 years           $1,533            $1,682            $1,682            $1,881            $1,881        $1,343          $740

(3)In addition to the operating expenses that the fund bears directly, the fund's shareholders indirectly bear the expenses of affiliated and unaffiliated funds in which the fund invests (the "acquired funds").

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and does not include Acquired Fund Fees and Expenses.

(6)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses, excluding acquired fund fees and expenses, do not exceed 0.75%, 1.50%, 1.50%, 1.00%, and 0.50%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

7
PROSPECTUS - First American Index Funds

Fund Summaries
Small Cap Index Fund

OBJECTIVE

Small Cap Index Fund's objective is to provide investment results that correspond to the performance of the Russell 2000 Index.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Small Cap Index Fund generally invests at least 90% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks included in the Russell 2000 Index. This index measures the performance of the 2,000 smallest companies in the Russell 3000 Index (which is made up of the 3,000 largest U.S. companies based on total market capitalization.) As of December 31, 2008, market capitalizations of companies in the Russell 2000 Index ranged from approximately $7 million to $3.3 billion.

The fund's advisor believes that the fund's objective can best be achieved by investing in common stocks of at least 90% of the issues included in the Russell 2000 Index, depending on the size of the fund. A computer program is used to identify which stocks should be purchased or sold in order to replicate, as closely as practicable, the composition of the Russell 2000 Index.

Because the fund may not always hold all of the stocks included in the Russell 2000 Index, and because the fund has expenses and the index does not, the fund will not duplicate the index's performance precisely. However, the fund's advisor believes there should be a close correlation between the fund's performance and that of the Russell 2000 Index in both rising and falling markets.

The fund will attempt to achieve a correlation between the performance of its portfolio and that of the Russell 2000 Index of at least 95%, without taking into account expenses of the fund. A perfect correlation would be indicated by a figure of 100%, which would be achieved if the fund's net asset value, including the value of its dividends and capital gains distributions, increased or decreased in exact proportion to changes in the Russell 2000 Index. If the fund is unable to achieve a correlation of 95% over time, the fund's board of directors will consider alternative strategies for the fund.

The fund also may invest in stock index futures contracts, options on stock indices, options on stock index futures, exchange traded index funds, and index participation contracts based on the Russell 2000 Index. The fund makes these investments to maintain the liquidity needed to meet redemption requests, to increase the level of fund assets devoted to replicating the composition of the Russell 2000 Index, and to reduce transaction costs.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:

- Common Stock Risk

- Derivative Instrument Risk

- Failure to Match Index Performance

- Securities Lending Risk

- Small-Cap Stock Risk

See "More About the Funds" for a discussion of these risks.

8
PROSPECTUS - First American Index Funds

Fund Summaries
Small Cap Index Fund continued

FUND PERFORMANCE

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1)

(BAR CHART)

  7.66%     11.67%      6.25%    (22.47)%    45.73%     17.63%      3.48%     17.50%     (2.08)%   (33.78)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  June 30, 2003          22.96%
Worst Quarter:
Quarter ended  December 31, 2008     (25.79)%

                                                                                                               Since
AVERAGE ANNUAL TOTAL RETURNS               Inception                                                       Inception
AS OF 12/31/08(1)                               Date       One Year       Five Years       Ten Years       (Class B)
--------------------------------------------------------------------------------------------------------------------
Small Cap Index Fund
--------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)             12/30/98       (37.40)%          (2.61)%           2.37%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions)                                           (39.10)%          (4.34)%           1.07%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                                  (22.30)%          (2.04)%           1.91%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)             12/11/00       (37.01)%          (2.52)%             N/A           0.61%
--------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)              9/24/01       (34.78)%          (2.29)%             N/A             N/A
--------------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)             12/30/98       (33.93)%          (1.78)%           2.76%             N/A
--------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)             12/30/98       (33.60)%          (1.32)%           3.16%             N/A
--------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(2) (reflects no
deduction for fees, expenses, or taxes)                    (33.79)%          (0.93)%           3.02%           1.62%
                                               Since
AVERAGE ANNUAL TOTAL RETURNS               Inception
AS OF 12/31/08(1)                          (Class C)
----------------------------------------------------
Small Cap Index Fund
----------------------------------------------------
  Class A (return before taxes)                  N/A
----------------------------------------------------
  Class A (return after taxes on
  distributions)                                 N/A
----------------------------------------------------
  Class A (return after taxes on
  distributions and sale of fund
  shares)                                        N/A
----------------------------------------------------
  Class B (return before taxes)                  N/A
----------------------------------------------------
  Class C (return before taxes)                2.83%
----------------------------------------------------
  Class R (return before taxes)                  N/A
----------------------------------------------------
  Class Y (return before taxes)                  N/A
----------------------------------------------------
Russell 2000 Index(2) (reflects no
deduction for fees, expenses, or taxes)        4.66%

(1)Performance presented prior to 9/24/01 represents that of the Firstar Small Cap Index Fund, a series of Firstar Funds, Inc., which merged into the fund on that date. The Firstar Small Cap Index Fund was organized on 12/11/00 and, prior to that, was a separate series of Mercantile Mutual Funds, Inc.
(2)An unmanaged index that measures the performance of the 2,000 smallest companies in the Russell 3000 Index.

9
PROSPECTUS - First American Index Funds

Fund Summaries
Small Cap Index Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A  CLASS B  CLASS C  CLASS R  CLASS Y
------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                              5.50%(2)  None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                      None    5.00%    1.00%     None     None
------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
------------------------------------------------------------------------------------------------------------
  Management Fees                                                  0.40%    0.40%    0.40%    0.40%    0.40%
  Distribution and/or Service (12b-1) Fees                         0.25%    1.00%    1.00%    0.50%     None
  Other Expenses                                                   0.66%    0.66%    0.66%    0.67%    0.66%
  Acquired Fund Fees and Expenses(3)                               0.04%    0.04%    0.04%    0.04%    0.04%
  Total Annual Fund Operating Expenses(4,5)                        1.35%    2.10%    2.10%    1.61%    1.10%
  Less Fee Waivers(6)                                             (0.49)%  (0.49)%  (0.49)%  (0.49)%  (0.49)%
  Net Expenses(6)                                                  0.86%    1.61%    1.61%    1.12%    0.61%
------------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
  1 year            $  633            $  664            $  164            $  264            $  164        $  114        $   62
------------------------------------------------------------------------------------------------------------------------------
  3 years           $  908            $1,011            $  611            $  611            $  611        $  460        $  301
------------------------------------------------------------------------------------------------------------------------------
  5 years           $1,204            $1,284            $1,084            $1,084            $1,084        $  830        $  559
------------------------------------------------------------------------------------------------------------------------------
 10 years           $2,044            $2,200            $2,200            $2,392            $2,392        $1,870        $1,296

(6)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses, excluding acquired fund fees and expenses, do not exceed 0.83%, 1.58%, 1.58%, 1.08%, and 0.58%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

10
PROSPECTUS - First American Index Funds

More About the Funds

Investment Strategies, Risks, and Other Investment Matters

OBJECTIVES

The funds' objectives, which are described in the "Fund Summaries" section, may be changed without shareholder approval. If a fund's objectives change, you will be notified at least 60 days in advance. Please remember, there is no guarantee that any fund will achieve its objectives.

INVESTMENT STRATEGIES

Portfolio Turnover. 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. Portfolio turnover for the funds is expected to be well below that of actively managed mutual funds. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate.

PRINCIPAL RISKS

The principal risks of investing in each fund are identified in the "Fund Summaries" section. These risks are described below.

Common Stock Risk. Stocks may decline significantly in price over short or extended periods of time. Price changes may occur in the market as a whole, or they may occur in only a particular country, company, industry, or sector of the market. In addition, the types of stocks in which a particular fund invest, such as large-capitalization stocks, may underperform the market as a whole.

Derivative Instrument Risk. The use of derivative instruments, such as options, futures contracts, and options on futures contracts, exposes a fund to additional risks and transaction costs. Risks inherent in the use of derivative instruments include: an imperfect correlation between the price of derivative instruments and movements in the prices of the securities being hedged; the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; leverage risk, which is the risk that adverse price movements in an instrument can result in a loss substantially greater than the fund's initial investment in that instrument; and the risk that the counterparty will fail to perform its obligations, which could leave the fund worse off than if it had not entered into the position. If a fund uses derivative instruments and the advisor's judgment proves incorrect, the fund's performance could be worse than if it had not used these instruments.

Failure to Match Index Performance. The ability of Equity Index Fund, Mid Cap Index Fund, and Small Cap Index Fund to replicate the performance of their respective indices may be affected by, among other things, changes in securities markets, the manner in which performance of the index is calculated, changes in the composition of the index, the amount and timing of cash flows into and out of the fund, commissions, sales charges (if any), and other expenses.

Small-Cap Stock Risk. Stocks of small-cap companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification, and competitive strengths of larger companies. Prices of small- cap stocks may be subject to more abrupt or erratic movements than stock prices of larger, more established companies or the market averages in general. In addition, the frequency and volume of their trading may be less than is typical of larger companies, making them subject to wider price fluctuations. In some cases, there could be difficulties in selling the stocks of small-cap companies at the desired time and price. Stocks at the bottom end of the capitalization range in which Small Cap Index Fund may invest sometimes are referred to as "micro-cap" stocks. These stocks may be subject to extreme price volatility, as well as limited liquidity and limited research.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the funds' policies and procedures with respect to the disclosure of each fund's portfolio securities is available in the funds' SAI.

11
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares

GENERAL

CHOOSING A SHARE CLASS

The funds issue their shares in five classes with each class having a different cost structure. As noted below, only certain eligible investors can purchase Class R and Class Y shares of the funds, whereas Class A and Class C shares (the "Retail Share Classes") are generally available to investors. You should decide which share class best suits your needs.

Eligibility to Invest in Class R and Class Y Shares

Class Share Overview

                                   Contingent Deferred
                 Front-End Sales       Sales Charge         Annual 12b-1 Fees
                  Charge (FESC)           (CDSC)         (as a % of net assets)
-------------------------------------------------------------------------------
Class A                5.50%(1)            None(2)                0.25%
Class B(3)             None                5.00%(4)               1.00%
Class C(5)             None                1.00%(6)               1.00%
Class R                None                None                   0.50%
Class Y                None                None                   None
-------------------------------------------------------------------------------

(1)The FESC is reduced for larger purchases. See "Determining Your Share Price -- Class A Shares" below.

(2)Class A share investments of $1 million or more on which no FESC is paid may be subject to a 1.00% CDSC.

(3)Class B shares automatically convert to Class A shares eight years after purchase, which reduces future annual expenses since Class A shares have lower annual expenses.

(5)Class C shares do not convert to Class A shares so they will continue to have higher annual expenses than Class A shares for as long as you hold them.

(6)A 1.00% CDSC applies if you redeem your Class C shares within 12 months of purchase.

Among the Retail Share Classes, Class A shares may be a better choice if your investment qualifies for a reduced sales charge. You should not place Class C share orders that would cause your total investment in First American Funds Class A, Class B (for funds that offered such share class) and Class C shares (not including First American money market funds) to equal or exceed $1 million, using the aggregation principles discussed below under "Determining Your Share Price -- Class A Shares -- Reducing Your Sales Charge on Class A Shares." To the extent operationally possible, these orders will be automatically rejected.

12
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

DETERMINING YOUR SHARE PRICE

Class A Shares

                                      Sales Charge
                             -----------------------------
                              As a %               As a %
                                of                 of Net
                             Offering              Amount
PURCHASE AMOUNT                Price              Invested
----------------------------------------------------------
Less than $50,000              5.50%                5.82%
$50,000 - $99,999              4.50%                4.71%
$100,000 - $249,999            3.50%                3.63%
$250,000 - $499,999            2.50%                2.56%
$500,000 - $999,999            2.00%                2.04%
$1 million and over            0.00%                0.00%

You should provide your financial intermediary with information or records regarding any other accounts in which there are holdings eligible to be aggregated, including:

- all of your accounts at your financial intermediary.
- all of your accounts at any other financial intermediary.
- all accounts of any related party (such as a spouse or dependent child) held with any financial intermediary.

More information on these ways to reduce your sales charge appears in the SAI.

Purchasing Class A Shares Without a Sales Charge. The following persons may purchase a fund's Class A shares at net asset value without a sales charge:

- directors, advisory board members, full-time employees and retirees of the advisor and its affiliates.

13
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

- current and retired officers and directors of the funds.
- full-time employees of any broker-dealer authorized to sell fund shares.
- full-time employees of the fund's counsel.
- members of the immediate families of any of the foregoing (i.e., a spouse or domestic partner and any dependent children).
- persons who purchase the funds through "one-stop" mutual fund networks through which the funds are made available.
- persons participating in a fee-based program sponsored and maintained by a registered broker-dealer.
- trust companies and bank trust departments acting in a fiduciary, advisory, agency, custodial or similar capacity.

- group retirement and employee benefit plans.

You must notify the funds or your financial intermediary if you are eligible to purchase Class A shares without a sales charge.

Class B Shares

Effective at the close of business on June 30, 2008, no new or additional investments were allowed in Class B shares of the First American funds as described above under "Choosing a Share Class."

                                    CDSC as a % of the
Year since purchase                value of your shares
-------------------------------------------------------
First                                      5.00%
Second                                     5.00%
Third                                      4.00%
Fourth                                     3.00%
Fifth                                      2.00%
Sixth                                      1.00%
Seventh                                    0.00%
Eighth                                     0.00%

The CDSC you pay may differ slightly from the amount set forth above because of rounding that occurs in the calculation used to determine your CDSC.

Class C Shares

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.

Retirement Plan Availability of Class C Shares

Waiving Contingent Deferred Sales Charges

CDSCs on Class A, Class B, and Class C share redemptions will be waived for:

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

14
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

- redemptions that equal the minimum required distribution from an IRA 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. The systematic withdrawal limit will be based on the market value of your account at the time of each withdrawal.
- redemptions required as a result of over-contribution to an IRA plan.

Class R and Class Y Shares

Your purchase price for Class R and Class Y shares is their net asset value. These share classes do not have a front-end sales charge or a CDSC.

12B-1 FEES

                                    Annual 12b-1 Fees
                                   (as a percentage of
                                average daily net assets)
                               ---------------------------
                                               Shareholder
                               Distribution     Servicing
                                    Fee            Fee
----------------------------------------------------------
Class A                             None          0.25%
Class B                            0.75%          0.25%
Class C                            0.75%          0.25%
Class R                            0.25%          0.25%
Class Y                             None           None

Because 12b-1 fees are paid out of a 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.

COMPENSATION PAID TO FINANCIAL INTERMEDIARIES

Sales Charge Reallowance

The distributor pays (or "reallows") a portion of the front-end sales charge on Class A shares to your financial intermediary, as follows:

                                  Maximum Reallowance
                                       as a % of
Purchase Amount                      Purchase Price
-----------------------------------------------------
Less than $50,000                        5.00%
$50,000 - $99,999                        4.00%
$100,000 - $249,999                      3.25%
$250,000 - $499,999                      2.25%
$500,000 - $999,999                      1.75%
$1 million and over                      0.00%

Sales Commissions

Although you pay no front-end sales charge when you buy Class C shares, the funds' distributor pays a sales commission of 1.00% of the amount invested to intermediaries selling Class C shares.

12b-1 Fees

In all cases, intermediaries continue to receive 12b-1 fees for as long as you hold fund shares.

Additional Payments to Financial Intermediaries

15
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

and/or for sub-accounting, administrative or shareholder processing services. The amounts of these payments could be significant, and may create an incentive for the intermediary or its representatives to recommend or offer shares of the funds to you. The intermediary may elevate the prominence or profile of the funds within the intermediary's organization by, for example, placement on a list of preferred or recommended funds, and/or granting the advisor and/or the distributor preferential or enhanced opportunities to promote the funds in various ways within the intermediary's organization. These payments are not reflected in the fees and expenses listed in the "Fund Summaries" section of the prospectus because they are not paid by the funds.

PURCHASE, REDEMPTION, AND EXCHANGE PROCEDURES

Purchasing Class A and Class C Shares

You can become a shareholder in any of the funds by making a minimum initial investment of $2,500 ($2,000 for Coverdell Education Savings Accounts). The minimum additional investment is $100.

The funds reserve the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order.

By Phone. You can purchase shares by calling your financial intermediary, if it has a sales agreement with the funds' distributor. Once the initial minimum investment has been made, you can also place purchase orders in amounts equal to or greater than the minimum additional investment amount by calling Investor Services at 800 677-FUND. Funds will be transferred electronically from your bank account through the Automated Clearing House (ACH) network. Before making a purchase by electronic funds transfer, you must submit a new account form to the funds and elect this option. Be sure to include all of your banking information on the form.

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:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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 drawn on a bank located within the United States and payable in U.S. dollars to First American Funds.
- Cash, money orders, cashier's checks in amounts less than $10,000, third-party checks, Treasury checks, credit card checks, traveler's checks, starter checks, and credit cards will not be accepted. We are unable to accept post dated checks,

16
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

post dated on-line bill pay checks, or any conditional order or payment.
- If a check or ACH transaction does not clear your bank, the funds reserve the right to cancel the purchase, and you may be charged a fee of $25 per check or transaction. You could be liable for any losses or fees incurred by the fund as a result of your check or ACH transaction failing to clear.

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

- by having $100 or more automatically withdrawn from your bank account on a periodic basis and invested in fund shares, or

- through automatic monthly exchanges of your First American fund into another First American fund of the same class.

You may apply for participation in either of these programs through your financial intermediary or by calling Investor Services at 800 677-FUND.

Redeeming Class A, Class B, and Class C Shares

When you redeem shares, the proceeds are normally sent on the next business day, but in no event more than seven days, after your request is received in proper form.

By Phone. If you purchased shares through a financial intermediary, simply call them to redeem your shares.

By Mail. To redeem shares by mail, send a written request to your financial intermediary, or to the fund at the following address:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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

After you have established your account, signatures on a written request must be guaranteed if:

- you would like redemption proceeds to be paid to any person, address, or bank account other than that on record.

- you would like the redemption check mailed to an address other than those on the fund's records, or you have changed the address on the fund's records within the last 30 days.

- your redemption request is in excess of $50,000.
- bank information related to an automatic investment plan, telephone purchase or telephone redemption is changed.

In addition to the situations described above, the funds reserve the right to require a signature guarantee in other instances based on the circumstances of a particular situation.

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

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

17
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Exchanging Class A, Class B, and Class C Shares

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

Generally, you may exchange your shares only for the same class of shares of the other fund, with certain exceptions, including:
- 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 purchase Class Y shares.
- If you are no longer eligible to hold Class Y shares, you may exchange your shares for Class A shares at net asset value. Class A shares have higher expenses than Class Y shares.

By Phone. If both funds have identical shareholder registrations, you may exchange shares by calling your financial intermediary or by calling the funds directly at 800 677-FUND.

Purchasing, Redeeming, and Exchanging Class R Shares

Share purchases by eligible retirement plans are generally made by wire transfer. You cannot purchase shares by wire on days when federally chartered banks are closed.

Purchasing, Redeeming, and Exchanging Class Y Shares

18
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

To exchange your shares, call your financial intermediary.

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

ADDITIONAL INFORMATION ON PURCHASING, REDEEMING, AND EXCHANGING SHARES

Calculating Net Asset Value

A 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.

Investments and other assets will be valued at their market values. For securities traded on an exchange, we receive the price as reported by the exchange from one or more independent pricing services that have been approved by the funds' board of directors. These independent pricing services also provide security valuations for certain other investments not traded on an exchange. 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 procedures approved by the funds' board of directors. Under these procedures, fair values are generally determined by a pricing committee appointed by the board of directors. The types of securities for which such fair value pricing might be required include, but are not limited to:

- Securities, including securities traded in foreign markets, where an event occurs after the close of the market in which such security principally trades, but before NAV is determined, that will affect the value of such security, or the closing value is otherwise deemed unreliable;
- Securities whose trading has been halted or suspended;
- Fixed-income securities that have gone into default and for which there is no current market value quotation; and
- Securities with limited liquidity, including certain high-yield securities or securities that are restricted as to transfer or resale.

Short-Term Trading of Fund Shares

19
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

in funds that have significant investments in foreign securities, where the value of those securities is established some time before the fund calculates its own share price, or in funds that hold significant investments in small-cap securities, high-yield (junk) bonds and other types of investments that may not be frequently traded. This type of short-term trading is sometimes referred to as "arbitrage market timing," and there is the possibility that such trading may dilute the value of fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

Fund shares are frequently held through omnibus account arrangements, whereby a broker-dealer, investment advisor, retirement plan sponsor or other financial intermediary maintains an omnibus account with a fund for trading on behalf of its customers. The funds generally seek to apply their short-term trading policies and procedures to these omnibus account arrangements, and monitor trading activity at the omnibus account level to attempt to identify disruptive trades. Under agreements that the funds (or the funds' distributor) have entered into with intermediaries, the funds may request transaction information from intermediaries at any time in order to determine whether there has been short- term trading by the intermediaries' customers. The funds will request that the intermediary provide individual account level detail (or participant level detail in the case of retirement plans) to the funds if more than one round trip in any 90 day period is detected at the omnibus or plan level and such round trips appear to be (a) attributable to an individual shareholder or plan participant and (b) potentially detrimental to the respective fund and its shareholders based on such factors as the time between transactions, the size of the transactions and the type of fund involved. If short-term trading is detected at the individual account or participant level, the funds will request that the intermediary take appropriate action to curtail the activity. If the intermediary does not take action, the funds will take such steps as are reasonably practicable to curtail the excessive trading, including terminating the relationship with the intermediary if necessary. An intermediary may apply its own short-term trading policies and procedures, which may be more or less restrictive than the funds' policies and procedures. If you purchase or sell fund shares through an intermediary, you should contact them to determine whether they impose different requirements or restrictions.

Telephone Transactions

Once a telephone transaction has been placed, it cannot be canceled or modified.

Accounts with Low Balances

20
PROSPECTUS - First American Index Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Redemption in Kind

21
PROSPECTUS - First American Index Funds

Policies and Services

Managing Your Investment

STAYING INFORMED

Shareholder Reports

Statements and Confirmations

DIVIDENDS AND DISTRIBUTIONS

Dividends from a fund's net investment income are normally declared and paid quarterly for Equity Index Fund, and annually for Mid Cap Index Fund and Small Cap Index Fund. Any capital gains are normally distributed at least once each year.

TAXES

Taxes on Distributions

Taxes on Transactions

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

22
PROSPECTUS - First American Index Funds

Policies and Services
Managing Your Investment continued

Considerations for Retirement Plan Clients

More information about tax considerations that may affect the funds and their shareholders appears in the funds' SAI.

23
PROSPECTUS - First American Index Funds

Additional Information

Management

FAF Advisors, Inc., is the funds' investment advisor. FAF Advisors provides investment management services to individuals and institutions, including corporations, foundations, pensions, and retirement plans. As of December 31, 2008, FAF Advisors had more than $106 billion in assets under management, including investment company assets of more than $93 billion. As investment advisor, FAF Advisors manages the funds' business and investment activities, subject to the authority of the funds' board of directors.

                                       Management fee
                                     as a % of average
                                      daily net assets
------------------------------------------------------
EQUITY INDEX FUND                           0.09%
MID CAP INDEX FUND                          0.15%
SMALL CAP INDEX FUND                        0.00%

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

A discussion regarding the basis for the board of directors' approval of the funds' investment advisory agreement appears in the funds' annual report to shareholders for the fiscal year ended October 31, 2008.

Direct Correspondence to:

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

Investment Advisor

FAF Advisors, Inc.
800 Nicollet Mall
Minneapolis, MN 55402

Distributor

Quasar Distributors, LLC
615 E. Michigan Street
Milwaukee, WI 53202

ADDITIONAL COMPENSATION

Custody Services. U.S. Bank provides custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of each fund's average daily net assets.

Distribution Services. Quasar Distributors, LLC, an affiliate of FAF Advisors, receives distribution and shareholder servicing fees for acting as the funds' distributor.

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of up to 25% of each fund's net income from these securities lending transactions. In addition, collateral for securities on loan will be invested in a money market fund administered by FAF Advisors and FAF Advisors will receive an administration fee equal to 0.02% of such funds average daily net assets.

24
PROSPECTUS - First American Index Funds

Additional Information
Management continued

PORTFOLIO MANAGEMENT

The portfolio managers responsible for each fund's management are:

Walter A. French, Senior Equity Portfolio Manager. Mr. French has served as the primary portfolio manager for the Equity Index Fund since October 1999, and the Mid Cap Index Fund and Small Cap Index Fund since March 2001. Mr. French entered the financial services industry in 1974 and joined FAF Advisors in 1999.

David A. Friar, Equity Portfolio Manager. Mr. Friar has co-managed the Equity Index Fund since September 2000, and the Mid Cap Index Fund and Small Cap Index Fund since March 2001. Mr. Friar entered the financial services industry in 1998 and joined FAF Advisors in 1999.

The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of securities in the funds.

25
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights

The tables that follow present performance information about the shares of each fund. This information is intended to help you understand each fund's financial performance for the past five years. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables represent the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

The information below has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

EQUITY INDEX FUND

                                                                                       Fiscal period
                                                                                           ended           Fiscal year ended
                                                   Fiscal year ended October 31,        October 31,          September 30,
CLASS A SHARES                                   2008(1)      2007(1)      2006(1)       2005(1,2)        2005(1)      2004(1)
------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $  28.67     $  25.80     $  22.59        $  23.00       $  20.91     $  18.70
                                                --------     --------     --------        --------       --------     --------
Investment Operations:
 Net Investment Income                              0.42         0.37         0.33            0.01           0.34         0.23
 Realized and Unrealized Gains (Losses) on
  Investments                                     (10.57)        3.16         3.21           (0.40)          2.09         2.22
                                                --------     --------     --------        --------       --------     --------
 Total From Investment Operations                 (10.15)        3.53         3.54           (0.39)          2.43         2.45
                                                --------     --------     --------        --------       --------     --------

Less Distributions:
 Dividends (from net investment income)            (0.38)       (0.36)       (0.33)          (0.02)         (0.34)       (0.24)
 Distributions (from net realized gains)           (0.53)       (0.30)          --              --             --           --
                                                --------     --------     --------        --------       --------     --------
 Total Distributions                               (0.91)       (0.66)       (0.33)          (0.02)         (0.34)       (0.24)
                                                --------     --------     --------        --------       --------     --------
Net Asset Value, End of Period                  $  17.61     $  28.67     $  25.80        $  22.59       $  23.00     $  20.91
                                                ========     ========     ========        ========       ========     ========
Total Return(3)                                   (36.35)%      13.93%       15.76%          (1.70)%        11.69%       13.12%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $114,654     $213,957     $229,185        $234,629       $238,379     $234,349
Ratio of Expenses to Average Net Assets             0.62%        0.62%        0.62%           0.62%          0.62%        0.62%
Ratio of Net Investment Income to Average
 Net Assets                                         1.74%        1.37%        1.36%           0.69%          1.53%        1.13%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                0.78%        0.76%        0.77%           0.79%          0.79%        0.79%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                     1.58%        1.23%        1.21%           0.52%          1.36%        0.96%
Portfolio Turnover Rate                                4%           4%           3%             --              4%           1%
------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

26
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

EQUITY INDEX FUND (CONTINUED)

                                                                                       Fiscal period
                                                                                           ended          Fiscal year ended
                                                    Fiscal year ended October 31,       October 31,         September 30,
CLASS B SHARES                                     2008(1)     2007(1)     2006(1)       2005(1,2)       2005(1)     2004(1)
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period               $ 28.27     $ 25.47     $ 22.31        $ 22.72        $ 20.66     $ 18.48
                                                   -------     -------     -------        -------        -------     -------
Investment Operations:
 Net Investment Income                                0.24        0.17        0.15             --           0.18        0.08
 Realized and Unrealized Gains (Losses) on
  Investments                                       (10.42)       3.11        3.17          (0.40)          2.06        2.19
                                                   -------     -------     -------        -------        -------     -------
 Total From Investment Operations                   (10.18)       3.28        3.32          (0.40)          2.24        2.27
                                                   -------     -------     -------        -------        -------     -------

Less Distributions:
 Dividends (from net investment income)              (0.21)      (0.18)      (0.16)         (0.01)         (0.18)      (0.09)
 Distributions (from net realized gains)             (0.53)      (0.30)         --             --             --          --
                                                   -------     -------     -------        -------        -------     -------
 Total Distributions                                 (0.74)      (0.48)      (0.16)         (0.01)         (0.18)      (0.09)
                                                   -------     -------     -------        -------        -------     -------
Net Asset Value, End of Period                     $ 17.35     $ 28.27     $ 25.47        $ 22.31        $ 22.72     $ 20.66
                                                   =======     =======     =======        =======        =======     =======
Total Return(3)                                     (36.82)%     13.05%      14.94%         (1.78)%        10.86%      12.31%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $12,856     $31,343     $43,369        $56,097        $58,857     $69,828
Ratio of Expenses to Average Net Assets               1.37%       1.37%       1.37%          1.37%          1.37%       1.37%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                   0.99%       0.63%       0.63%         (0.06)%         0.79%       0.38%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  1.53%       1.51%       1.52%          1.54%          1.54%       1.54%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)               0.83%       0.49%       0.48%         (0.23)%         0.62%       0.21%
Portfolio Turnover Rate                                  4%          4%          3%            --              4%          1%
----------------------------------------------------------------------------------------------------------------------------

CLASS C SHARES
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period               $ 28.45     $ 25.62     $ 22.44        $ 22.85        $ 20.78     $ 18.59
                                                   -------     -------     -------        -------        -------     -------
Investment Operations:
 Net Investment Income                                0.24        0.17        0.15             --           0.18        0.08
 Realized and Unrealized Gains (Losses) on
  Investments                                       (10.48)       3.14        3.19          (0.40)          2.07        2.20
                                                   -------     -------     -------        -------        -------     -------
 Total From Investment Operations                   (10.24)       3.31        3.34          (0.40)          2.25        2.28
                                                   -------     -------     -------        -------        -------     -------

Less Distributions:
 Dividends (from net investment income)              (0.22)      (0.18)      (0.16)         (0.01)         (0.18)      (0.09)
 Distributions (from net realized gains)             (0.53)      (0.30)         --             --             --          --
                                                   -------     -------     -------        -------        -------     -------
 Total Distributions                                 (0.75)      (0.48)      (0.16)         (0.01)         (0.18)      (0.09)
                                                   -------     -------     -------        -------        -------     -------
Net Asset Value, End of Period                     $ 17.46     $ 28.45     $ 25.62        $ 22.44        $ 22.85     $ 20.78
                                                   =======     =======     =======        =======        =======     =======
Total Return(3)                                     (36.83)%     13.09%      14.93%         (1.78)%        10.84%      12.28%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $ 9,784     $19,585     $20,714        $24,195        $26,258     $30,111
Ratio of Expenses to Average Net Assets               1.37%       1.37%       1.37%          1.37%          1.37%       1.37%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                   0.99%       0.62%       0.62%         (0.05)%         0.79%       0.38%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  1.53%       1.51%       1.52%          1.54%          1.54%       1.54%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)               0.83%       0.48%       0.47%         (0.22)%         0.62%       0.21%
Portfolio Turnover Rate                                  4%          4%          3%            --              4%          1%
----------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

27
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

EQUITY INDEX FUND (CONTINUED)

                                                                                       Fiscal period
                                                                                           ended             Fiscal year ended
                                                 Fiscal year ended October 31,          October 31,            September 30,
CLASS R SHARES(1)                            2008(2)       2007(2)        2006(2)        2005(2,3)         2005(2)        2004(2)
----------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period        $  28.63     $    25.77     $    22.57       $    22.98      $    20.91     $    18.70
                                            --------     ----------     ----------       ----------      ----------     ----------
Investment Operations:
 Net Investment Income                          0.35           0.29           0.26             0.01            0.26           0.23
 Realized and Unrealized Gains
  (Losses) on Investments                     (10.54)          3.17           3.21            (0.40)           2.11           2.20
                                            --------     ----------     ----------       ----------      ----------     ----------
 Total From Investment Operations             (10.19)          3.46           3.47            (0.39)           2.37           2.43
                                            --------     ----------     ----------       ----------      ----------     ----------

Less Distributions:
 Dividends (from net investment
  income)                                      (0.33)         (0.30)         (0.27)           (0.02)          (0.30)         (0.22)
 Distributions (from net realized
  gains)                                       (0.53)         (0.30)            --               --              --             --
                                            --------     ----------     ----------       ----------      ----------     ----------
 Total Distributions                           (0.86)         (0.60)         (0.27)           (0.02)          (0.30)         (0.22)
                                            --------     ----------     ----------       ----------      ----------     ----------
Net Asset Value, End of Period              $  17.58     $    28.63     $    25.77       $    22.57      $    22.98     $    20.91
                                            ========     ==========     ==========       ==========      ==========     ==========
Total Return(4)                               (36.51)%        13.65%         15.47%           (1.72)%         11.38%         13.00%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)             $  9,463     $    7,230     $    3,419       $    1,715      $    1,663     $      333
Ratio of Expenses to Average Net Assets         0.87%          0.87%          0.87%            0.87%           0.87%          0.62%
Ratio of Net Investment Income to
 Average Net Assets                             1.49%          1.07%          1.08%            0.44%           1.14%          1.13%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.03%          1.01%          1.15%            1.19%           1.19%          0.79%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                       1.33%          0.93%          0.80%            0.12%           0.82%          0.96%
Portfolio Turnover Rate                            4%             4%             3%              --               4%             1%
----------------------------------------------------------------------------------------------------------------------------------

CLASS Y SHARES
----------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period        $  28.66     $    25.79     $    22.58       $    22.99      $    20.91     $    18.69
                                            --------     ----------     ----------       ----------      ----------     ----------
Investment Operations:
 Net Investment Income                          0.48           0.44           0.39             0.02            0.40           0.29
 Realized and Unrealized Gains
  (Losses) on Investments                     (10.56)          3.16           3.21            (0.41)           2.08           2.22
                                            --------     ----------     ----------       ----------      ----------     ----------
 Total From Investment Operations             (10.08)          3.60           3.60            (0.39)           2.48           2.51
                                            --------     ----------     ----------       ----------      ----------     ----------

Less Distributions:
 Dividends (from net investment
  income)                                      (0.44)         (0.43)         (0.39)           (0.02)          (0.40)         (0.29)
 Distributions (from net realized
  gains)                                       (0.53)         (0.30)            --               --              --             --
                                            --------     ----------     ----------       ----------      ----------     ----------
 Total Distributions                           (0.97)         (0.73)         (0.39)           (0.02)          (0.40)         (0.29)
                                            --------     ----------     ----------       ----------      ----------     ----------
Net Asset Value, End of Period              $  17.61     $    28.66     $    25.79       $    22.58      $    22.99     $    20.91
                                            ========     ==========     ==========       ==========      ==========     ==========
Total Return(4)                               (36.18)%        14.22%         16.07%           (1.69)%         11.92%         13.45%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)             $954,582     $1,714,008     $1,935,614       $1,882,517      $1,940,567     $1,979,198
Ratio of Expenses to Average Net Assets         0.37%          0.37%          0.37%            0.37%           0.37%          0.37%
Ratio of Net Investment Income to
 Average Net Assets                             1.99%          1.62%          1.61%            0.94%           1.78%          1.38%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            0.53%          0.51%          0.52%            0.54%           0.54%          0.54%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                       1.83%          1.48%          1.46%            0.77%           1.61%          1.21%
Portfolio Turnover Rate                            4%             4%             3%              --               4%             1%
----------------------------------------------------------------------------------------------------------------------------------

(1)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

(2)Per share data calculated using average shares outstanding method.

(4)Total return would have been lower had certain expenses not been waived.

28
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

MID CAP INDEX FUND

                                                                                       Fiscal period
                                                                                           ended          Fiscal year ended
                                                    Fiscal year ended October 31,       October 31,         September 30,
CLASS A SHARES                                     2008(1)     2007(1)     2006(1)       2005(1,2)       2005(1)     2004(1)
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period               $ 15.69     $ 14.25     $ 13.52        $ 13.82        $ 11.84     $ 10.36
                                                   -------     -------     -------        -------        -------     -------
Investment Operations:
 Net Investment Income                                0.13        0.15        0.11             --           0.09        0.05
 Realized and Unrealized Gains (Losses) on
  Investments                                        (5.30)       2.08        1.55          (0.30)          2.40        1.67
                                                   -------     -------     -------        -------        -------     -------
 Total From Investment Operations                    (5.17)       2.23        1.66          (0.30)          2.49        1.72
                                                   -------     -------     -------        -------        -------     -------

Less Distributions:
 Dividends (from net investment income)              (0.10)      (0.13)      (0.11)            --          (0.09)      (0.05)
 Distributions (from net realized gains)             (1.59)      (0.66)      (0.82)            --          (0.42)      (0.19)
                                                   -------     -------     -------        -------        -------     -------
 Total Distributions                                 (1.69)      (0.79)      (0.93)            --          (0.51)      (0.24)
                                                   -------     -------     -------        -------        -------     -------
Net Asset Value, End of Period                     $  8.83     $ 15.69     $ 14.25        $ 13.52        $ 13.82     $ 11.84
                                                   =======     =======     =======        =======        =======     =======
Total Return(3)                                     (36.46)%     16.32%      12.70%         (2.17)%        21.43%      16.80%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $11,374     $17,868     $14,722        $14,318        $14,827     $11,987
Ratio of Expenses to Average Net Assets               0.74%       0.75%       0.75%          0.75%          0.75%       0.75%
Ratio of Net Investment Income to Average Net
 Assets                                               1.04%       1.02%       0.77%          0.26%          0.68%       0.47%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  0.84%       0.81%       0.81%          0.80%          0.82%       0.80%
Ratio of Net Investment Income to Average Net
 Assets (excluding waivers)                           0.94%       0.96%       0.71%          0.21%          0.61%       0.42%
Portfolio Turnover Rate                                 15%         15%          7%             1%            15%         14%
----------------------------------------------------------------------------------------------------------------------------

CLASS B SHARES
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period               $ 15.36     $ 13.98     $ 13.28        $ 13.59        $ 11.67     $ 10.25
                                                   -------     -------     -------        -------        -------     -------
Investment Operations:
 Net Investment Income (Loss)                         0.04        0.04          --          (0.01)         (0.01)      (0.03)
 Realized and Unrealized Gains (Losses) on
  Investments                                        (5.17)       2.03        1.53          (0.30)          2.37        1.64
                                                   -------     -------     -------        -------        -------     -------
 Total From Investment Operations                    (5.13)       2.07        1.53          (0.31)          2.36        1.61
                                                   -------     -------     -------        -------        -------     -------

Less Distributions:
 Dividends (from net investment income)              (0.03)      (0.03)      (0.01)            --          (0.02)         --
 Distributions (from net realized gains)             (1.59)      (0.66)      (0.82)            --          (0.42)      (0.19)
                                                   -------     -------     -------        -------        -------     -------
 Total Distributions                                 (1.62)      (0.69)      (0.83)            --          (0.44)      (0.19)
                                                   -------     -------     -------        -------        -------     -------
Net Asset Value, End of Period                     $  8.61     $ 15.36     $ 13.98        $ 13.28        $ 13.59     $ 11.67
                                                   =======     =======     =======        =======        =======     =======
Total Return(3)                                     (36.90)%     15.41%      11.87%         (2.28)%        20.57%      15.88%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $ 1,140     $ 2,248     $ 2,678        $ 3,485        $ 3,546     $ 3,133
Ratio of Expenses to Average Net Assets               1.48%       1.50%       1.50%          1.50%          1.50%       1.50%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                   0.29%       0.32%       0.03%         (0.49)%        (0.08)%     (0.27)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  1.58%       1.56%       1.56%          1.55%          1.57%       1.55%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)               0.19%       0.26%      (0.03)%        (0.54)%        (0.15)%     (0.32)%
Portfolio Turnover Rate                                 15%         15%          7%             1%            15%         14%
----------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

29
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

MID CAP INDEX FUND (CONTINUED)

                                                                                         Fiscal period
                                                                                             ended            Fiscal year ended
                                                      Fiscal year ended October 31,       October 31,           September 30,
CLASS C SHARES                                       2008(1)     2007(1)     2006(1)       2005(1,2)        2005(1)      2004(1)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                 $ 15.41      $14.03      $13.32         $13.63          $11.70       $10.28
                                                     -------      ------      ------         ------          ------       ------
Investment Operations:
 Net Investment Income (Loss)                           0.04        0.04          --          (0.01)          (0.01)       (0.03)
 Realized and Unrealized Gains (Losses) on
  Investments                                          (5.19)       2.03        1.55          (0.30)           2.38         1.64
                                                     -------      ------      ------         ------          ------       ------
 Total From Investment Operations                      (5.15)       2.07        1.55          (0.31)           2.37         1.61
                                                     -------      ------      ------         ------          ------       ------

Less Distributions:
 Dividends (from net investment income)                (0.03)      (0.03)      (0.02)            --           (0.02)          --
 Distributions (from net realized gains)               (1.59)      (0.66)      (0.82)            --           (0.42)       (0.19)
                                                     -------      ------      ------         ------          ------       ------
 Total Distributions                                   (1.62)      (0.69)      (0.84)            --           (0.44)       (0.19)
                                                     -------      ------      ------         ------          ------       ------
Net Asset Value, End of Period                       $  8.64      $15.41      $14.03         $13.32          $13.63       $11.70
                                                     =======      ======      ======         ======          ======       ======
Total Return(3)                                       (36.91)%     15.39%      11.96%         (2.27)%         20.60%       15.83%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                      $ 3,101      $5,287      $4,320         $3,388          $3,533       $2,653
Ratio of Expenses to Average Net Assets                 1.48%       1.50%       1.50%          1.50%           1.50%        1.50%
Ratio of Net Investment Income (Loss) to Average
 Net Assets                                             0.30%       0.28%       0.02%         (0.49)%         (0.08)%      (0.27)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                    1.58%       1.56%       1.56%          1.55%           1.57%        1.55%
Ratio of Net Investment Income (Loss) to Average
 Net Assets (excluding waivers)                         0.20%       0.22%      (0.04)%        (0.54)%         (0.15)%      (0.32)%
Portfolio Turnover Rate                                   15%         15%          7%             1%             15%          14%
--------------------------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                 $ 15.60      $14.19      $13.48         $13.78          $11.83       $10.36
                                                     -------      ------      ------         ------          ------       ------
Investment Operations:
 Net Investment Income                                  0.10        0.11        0.07             --            0.04         0.06
 Realized and Unrealized Gains (Losses) on
  Investments                                          (5.27)       2.07        1.55          (0.30)           2.41         1.65
                                                     -------      ------      ------         ------          ------       ------
 Total From Investment Operations                      (5.17)       2.18        1.62          (0.30)           2.45         1.71
                                                     -------      ------      ------         ------          ------       ------

Less Distributions:
 Dividends (from net investment income)                (0.08)      (0.11)      (0.09)            --           (0.08)       (0.05)
 Distributions (from net realized gains)               (1.59)      (0.66)      (0.82)            --           (0.42)       (0.19)
                                                     -------      ------      ------         ------          ------       ------
 Total Distributions                                   (1.67)      (0.77)      (0.91)            --           (0.50)       (0.24)
                                                     -------      ------      ------         ------          ------       ------
Net Asset Value, End of Period                       $  8.76      $15.60      $14.19         $13.48          $13.78       $11.83
                                                     =======      ======      ======         ======          ======       ======
Total Return(3)                                       (36.66)%     16.01%      12.40%         (2.18)%         21.09%       16.62%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                      $ 8,157      $5,913      $4,032         $  131          $  122       $    1
Ratio of Expenses to Average Net Assets                 1.00%       1.00%       1.00%          1.00%           1.00%        0.75%
Ratio of Net Investment Income to Average Net
 Assets                                                 0.80%       0.78%       0.47%          0.01%           0.28%        0.49%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                    1.10%       1.06%       1.17%          1.20%           1.22%        0.80%
Ratio of Net Investment Income (Loss) to Average
 Net Assets (excluding waivers)                         0.70%       0.72%       0.30%         (0.19)%          0.06%        0.44%
Portfolio Turnover Rate                                   15%         15%          7%             1%             15%          14%
--------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

30
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

MID CAP INDEX FUND (CONTINUED)

                                                                                       Fiscal period
                                                                                           ended           Fiscal year ended
                                                   Fiscal year ended October 31,        October 31,          September 30,
CLASS Y SHARES                                   2008(1)      2007(1)      2006(1)       2005(1,2)        2005(1)      2004(1)
------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period            $  15.70     $  14.27     $  13.53        $  13.83       $  11.84     $  10.37
                                                --------     --------     --------        --------       --------     --------
Investment Operations:
 Net Investment Income                              0.17         0.19         0.15            0.01           0.12         0.08
 Realized and Unrealized Gains (Losses) on
  Investments                                      (5.31)        2.07         1.56           (0.31)          2.41         1.66
                                                --------     --------     --------        --------       --------     --------
 Total From Investment Operations                  (5.14)        2.26         1.71           (0.30)          2.53         1.74
                                                --------     --------     --------        --------       --------     --------

Less Distributions:
 Dividends (from net investment income)            (0.13)       (0.17)       (0.15)             --          (0.12)       (0.08)
 Distributions (from net realized gains)           (1.59)       (0.66)       (0.82)             --          (0.42)       (0.19)
                                                --------     --------     --------        --------       --------     --------
 Total Distributions                               (1.72)       (0.83)       (0.97)             --          (0.54)       (0.27)
                                                --------     --------     --------        --------       --------     --------
Net Asset Value, End of Period                  $   8.84     $  15.70     $  14.27        $  13.53       $  13.83     $  11.84
                                                ========     ========     ========        ========       ========     ========
Total Return(3)                                   (36.31)%      16.52%       13.05%          (2.17)%        21.82%       16.97%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $177,038     $333,784     $333,636        $342,072       $353,354     $313,403
Ratio of Expenses to Average Net Assets             0.49%        0.50%        0.50%           0.50%          0.50%        0.50%
Ratio of Net Investment Income to Average
 Net Assets                                         1.29%        1.29%        1.03%           0.51%          0.92%        0.73%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                0.59%        0.56%        0.56%           0.55%          0.57%        0.55%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                     1.19%        1.23%        0.97%           0.46%          0.85%        0.68%
Portfolio Turnover Rate                               15%          15%           7%              1%            15%          14%
------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

31
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

SMALL CAP INDEX FUND

                                                                                        Fiscal period
                                                                                            ended          Fiscal year ended
                                                     Fiscal year ended October 31,       October 31,         September 30,
CLASS A SHARES                                      2008(1)     2007(1)     2006(1)       2005(1,2)       2005(1)     2004(1)
-----------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period                $ 15.37      $16.23     $ 14.12        $ 14.57        $ 13.38      $11.47
                                                    -------      ------     -------        -------        -------      ------
Investment Operations:
 Net Investment Income                                 0.13        0.14        0.07             --           0.07        0.04
 Realized and Unrealized Gains (Losses) on
  Investments                                         (4.88)       1.13        2.56          (0.45)          2.17        1.98
                                                    -------      ------     -------        -------        -------      ------
 Total From Investment Operations                     (4.75)       1.27        2.63          (0.45)          2.24        2.02
                                                    -------      ------     -------        -------        -------      ------

Less Distributions:
 Dividends (from net investment income)               (0.10)      (0.12)      (0.10)            --          (0.06)      (0.03)
 Distributions (from net realized gains)              (1.61)      (2.01)      (0.42)            --          (0.99)      (0.08)
                                                    -------      ------     -------        -------        -------      ------
 Total Distributions                                  (1.71)      (2.13)      (0.52)            --          (1.05)      (0.11)
                                                    -------      ------     -------        -------        -------      ------
Net Asset Value, End of Period                      $  8.91      $15.37     $ 16.23        $ 14.12        $ 14.57      $13.38
                                                    =======      ======     =======        =======        =======      ======
Total Return(3)                                      (34.15)%      8.56%      19.02%         (3.09)%        17.08%      17.71%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                     $ 6,043      $9,109     $10,639        $10,067        $10,323      $8,749
Ratio of Expenses to Average Net Assets                0.82%       0.83%       0.83%          0.83%          0.90%       0.93%
Ratio of Net Investment Income to Average Net
 Assets                                                1.09%       0.92%       0.47%          0.27%          0.53%       0.30%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                   1.31%       1.12%       1.08%          1.01%          1.03%       1.02%
Ratio of Net Investment Income to Average Net
 Assets (excluding waivers)                            0.60%       0.63%       0.22%          0.09%          0.40%       0.21%
Portfolio Turnover Rate                                  19%         12%         17%            --             23%         25%
-----------------------------------------------------------------------------------------------------------------------------

CLASS B SHARES
-----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                $ 14.86      $15.77     $ 13.76        $ 14.21        $ 13.15      $11.33
                                                    -------      ------     -------        -------        -------      ------
Investment Operations:
 Net Investment Income (Loss)                          0.04        0.03       (0.04)         (0.01)         (0.03)      (0.06)
 Realized and Unrealized Gains (Losses) on
  Investments                                         (4.70)       1.09        2.48          (0.44)          2.08        1.96
                                                    -------      ------     -------        -------        -------      ------
 Total From Investment Operations                     (4.66)       1.12        2.44          (0.45)          2.05        1.90
                                                    -------      ------     -------        -------        -------      ------

Less Distributions:
 Dividends (from net investment income)               (0.03)      (0.02)      (0.01)            --             --          --
 Distributions (from net realized gains)              (1.61)      (2.01)      (0.42)            --          (0.99)      (0.08)
                                                    -------      ------     -------        -------        -------      ------
 Total Distributions                                  (1.64)      (2.03)      (0.43)            --          (0.99)      (0.08)
                                                    -------      ------     -------        -------        -------      ------
Net Asset Value, End of Period                      $  8.56      $14.86     $ 15.77        $ 13.76        $ 14.21      $13.15
                                                    =======      ======     =======        =======        =======      ======
Total Return(3)                                      (34.64)%      7.78%      18.07%         (3.17)%        15.82%      16.83%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                     $   685      $1,245     $ 1,333        $ 1,498        $ 1,555      $1,494
Ratio of Expenses to Average Net Assets                1.57%       1.58%       1.58%          1.58%          1.65%       1.68%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                    0.33%       0.17%      (0.28)%        (0.48)%        (0.23)%     (0.46)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                   2.06%       1.87%       1.83%          1.76%          1.78%       1.77%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                           (0.16)%     (0.12)%     (0.53)%        (0.66)%        (0.36)%     (0.55)%
Portfolio Turnover Rate                                  19%         12%         17%            --             23%         25%
-----------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

32
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

SMALL CAP INDEX FUND (CONTINUED)

                                                                                         Fiscal period
                                                                                             ended            Fiscal year ended
                                                      Fiscal year ended October 31,       October 31,           September 30,
CLASS C SHARES                                       2008(1)     2007(1)     2006(1)       2005(1,2)        2005(1)      2004(1)
--------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period                 $ 15.02      $15.92      $13.88         $14.34          $13.26       $11.43
                                                     -------      ------      ------         ------          ------       ------
Investment Operations:
 Net Investment Income (Loss)                           0.04        0.03       (0.04)         (0.01)          (0.03)       (0.06)
 Realized and Unrealized Gains (Losses) on
  Investments                                          (4.76)       1.10        2.51          (0.45)           2.10         1.97
                                                     -------      ------      ------         ------          ------       ------
 Total From Investment Operations                      (4.72)       1.13        2.47          (0.46)           2.07         1.91
                                                     -------      ------      ------         ------          ------       ------

Less Distributions:
 Dividends (from net investment income)                (0.03)      (0.02)      (0.01)            --              --           --
 Distributions (from net realized gains)               (1.61)      (2.01)      (0.42)            --           (0.99)       (0.08)
                                                     -------      ------      ------         ------          ------       ------
 Total Distributions                                   (1.64)      (2.03)      (0.43)            --           (0.99)       (0.08)
                                                     -------      ------      ------         ------          ------       ------
Net Asset Value, End of Period                       $  8.66      $15.02      $15.92         $13.88          $14.34       $13.26
                                                     =======      ======      ======         ======          ======       ======
Total Return(3)                                       (34.67)%      7.78%      18.15%         (3.21)%         15.84%       16.77%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                      $ 1,531      $2,916      $2,662         $2,068          $2,256       $1,939
Ratio of Expenses to Average Net Assets                 1.57%       1.58%       1.58%          1.58%           1.65%        1.68%
Ratio of Net Investment Income (Loss) to Average
 Net Assets                                             0.34%       0.17%      (0.28)%        (0.48)%         (0.23)%      (0.46)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                    2.06%       1.87%       1.83%          1.76%           1.78%        1.77%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                            (0.15)%     (0.12)%     (0.53)%        (0.66)%         (0.36)%      (0.55)%
Portfolio Turnover Rate                                   19%         12%         17%            --              23%          25%
--------------------------------------------------------------------------------------------------------------------------------

CLASS R SHARES(4)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                 $ 15.16      $16.04      $13.97         $14.43          $13.31       $11.41
                                                     -------      ------      ------         ------          ------       ------
Investment Operations:
 Net Investment Income                                  0.10        0.11        0.03             --            0.04         0.03
 Realized and Unrealized Gains (Losses) on
  Investments                                          (4.81)       1.11        2.53          (0.46)           2.11         1.97
                                                     -------      ------      ------         ------          ------       ------
 Total From Investment Operations                      (4.71)       1.22        2.56          (0.46)           2.15         2.00
                                                     -------      ------      ------         ------          ------       ------

Less Distributions:
 Dividends (from net investment income)                (0.08)      (0.09)      (0.07)            --           (0.04)       (0.02)
 Distributions (from net realized gains)               (1.61)      (2.01)      (0.42)            --           (0.99)       (0.08)
                                                     -------      ------      ------         ------          ------       ------
 Total Distributions                                   (1.69)      (2.10)      (0.49)            --           (1.03)       (0.10)
                                                     -------      ------      ------         ------          ------       ------
Net Asset Value, End of Period                       $  8.76      $15.16      $16.04         $13.97          $14.43       $13.31
                                                     =======      ======      ======         ======          ======       ======
Total Return(3)                                       (34.33)%      8.34%      18.75%         (3.19)%         16.45%       17.65%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                      $ 1,121      $  703      $  280         $   23          $   11       $    1
Ratio of Expenses to Average Net Assets                 1.08%       1.08%       1.08%          1.08%           1.15%        0.93%
Ratio of Net Investment Income to Average Net
 Assets                                                 0.87%       0.71%       0.23%          0.02%           0.30%        0.24%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                    1.57%       1.37%       1.47%          1.41%           1.43%        0.99%
Ratio of Net Investment Income (Loss) to Average
 Net Assets (excluding waivers)                         0.38%       0.43%      (0.16)%        (0.31)%          0.02%        0.18%
Portfolio Turnover Rate                                   19%         12%         17%            --              23%          25%
--------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

(4)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

33
PROSPECTUS - First American Index Funds

Additional Information

Financial Highlights CONTINUED

SMALL CAP INDEX FUND (CONTINUED)

                                                                                      Fiscal period
                                                                                          ended           Fiscal year ended
                                                  Fiscal year ended October 31,        October 31,          September 30,
CLASS Y SHARES                                  2008(1)      2007(1)      2006(1)       2005(1,2)        2005(1)      2004(1)
-----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period            $ 15.37     $  16.23     $  14.12        $  14.57       $  13.43     $  11.51
                                                -------     --------     --------        --------       --------     --------
Investment Operations:
 Net Investment Income                             0.16         0.18         0.11            0.01           0.11         0.07
 Realized and Unrealized Gains (Losses) on
  Investments                                     (4.88)        1.13         2.55           (0.46)          2.12         1.99
                                                -------     --------     --------        --------       --------     --------
 Total From Investment Operations                 (4.72)        1.31         2.66           (0.45)          2.23         2.06
                                                -------     --------     --------        --------       --------     --------

Less Distributions:
 Dividends (from net investment income)           (0.12)       (0.16)       (0.13)             --          (0.10)       (0.06)
 Distributions (from net realized gains)          (1.61)       (2.01)       (0.42)             --          (0.99)       (0.08)
                                                -------     --------     --------        --------       --------     --------
 Total Distributions                              (1.73)       (2.17)       (0.55)             --          (1.09)       (0.14)
                                                -------     --------     --------        --------       --------     --------
Net Asset Value, End of Period                  $  8.92     $  15.37     $  16.23        $  14.12       $  14.57     $  13.43
                                                =======     ========     ========        ========       ========     ========
Total Return(3)                                  (33.95)%       8.84%       19.32%          (3.09)%        16.93%       18.02%

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                 $54,932     $114,343     $135,802        $153,572       $164,156     $156,411
Ratio of Expenses to Average Net Assets            0.57%        0.58%        0.58%           0.58%          0.65%        0.68%
Ratio of Net Investment Income to Average
 Net Assets                                        1.33%        1.16%        0.72%           0.52%          0.78%        0.54%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                               1.06%        0.87%        0.83%           0.76%          0.78%        0.77%
Ratio of Net Investment Income to Average
 Net Assets (excluding waivers)                    0.84%        0.87%        0.47%           0.34%          0.65%        0.45%
Portfolio Turnover Rate                              19%          12%          17%             --             23%          25%
-----------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return would have been lower had certain expenses not been waived.

34
PROSPECTUS - First American Index Funds

First American Funds' Privacy Policy

We want you to understand what information we collect and how it's used.

"Nonpublic personal information" is nonpublic information that we obtain while providing financial products or services to you.

We'll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

THIS PAGE IS NOT PART OF THE PROSPECTUS

(FIRST AMERICAN FUNDS LOGO)

FOR MORE INFORMATION

More information about the First American Funds is available on the funds' Internet site at www.firstamericanfunds.com and in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the funds and their policies and is incorporated into this prospectus by reference (which means that it is legally part of this prospectus).

SEC file number: 811-05309 PROINDX 2/09

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

(FIRST AMERICAN FUNDS LOGO)

February 27, 2009        PROSPECTUS

                         First American Investment Funds, Inc.
                         ASSET CLASS - STOCK FUNDS

QUANTITATIVE FUNDS

Class A, Class C, Class R, and Class Y Shares

QUANTITATIVE LARGE CAP CORE FUND
QUANTITATIVE LARGE CAP GROWTH FUND
QUANTITATIVE LARGE CAP VALUE FUND

TABLE OF
CONTENTS

FUND SUMMARIES
   General Investment Approach                                                2
   Quantitative Large Cap Core Fund                                           3
   Quantitative Large Cap Growth Fund                                         6
   Quantitative Large Cap Value Fund                                          9
MORE ABOUT THE FUNDS
   Investment Strategies, Risks, and Other Investment Matters                12
POLICIES AND SERVICES
   Purchasing, Redeeming, and Exchanging Shares                              13
   Managing Your Investment                                                  22
ADDITIONAL INFORMATION
   Management                                                                23
   Financial Highlights                                                      25
FOR MORE INFORMATION                                                 Back Cover

Please find FIRST AMERICAN FUNDS' PRIVACY POLICY inside the back cover of this Prospectus.

Fund Summary
Introduction

This section of the prospectus describes the objectives of the First American Quantitative Funds, summarizes the principal investment strategies used by each fund in trying to achieve its objective, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the funds.

AN INVESTMENT IN THE FUNDS 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.

THE FUNDS MAY BE OFFERED ONLY TO PERSONS IN THE UNITED STATES. THIS PROSPECTUS SHOULD NOT BE CONSIDERED A SOLICITATION OR OFFERING OF FUND SHARES OUTSIDE THE UNITED STATES.

1
PROSPECTUS - First American Quantitative Funds

Fund Summaries
General Investment Approach

The First American Quantitative Funds are designed to provide an alternative to the investment strategies used by index funds and traditional actively managed funds. Index funds are unmanaged and designed to very closely track the performance of a particular index. Traditional actively managed funds generally use fundamental research to pick stocks in an attempt to outperform a benchmark index. However, these funds often have a high "tracking error," meaning their returns differ significantly, both positively and negatively, from index returns. Thus, while a traditional actively managed fund may have the potential to significantly outperform its benchmark index, there also is a considerable risk that it will significantly underperform that index. The First American Quantitative Funds are actively managed, but use a quantitative approach described further in the "Principal Investment Strategies" section for each fund. Using this quantitative approach to stock selection, each First American Quantitative Fund attempts to maintain a low tracking error as compared to its benchmark index, while producing higher returns than the index. Of course, there is no guarantee that any fund will achieve this goal.

2
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Core Fund

OBJECTIVE

Quantitative Large Cap Core Fund's objective is to provide, over the long term, a total return that exceeds the total return of the S&P 500 Index.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests, under normal market conditions, at least 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks of large-capitalization companies. The fund defines large-capitalization companies as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies in the S&P 500 Index. The S&P 500 Index is an unmanaged index of 500 stocks chosen for market size, liquidity and industry group representation, with a focus on the large cap segment of the market. The market capitalizations of companies in the S&P 500 Index ranged from approximately $477 million to $406.1 billion as of December 31, 2008, with an average market capitalization of approximately $15.7 billion. Although the fund may from time to time emphasize smaller or larger capitalization companies within this range as a result of the quantitative process discussed below, the advisor anticipates that generally the fund's capitalization weightings will be similar to those of the S&P 500 Index. The fund's investments may include common stocks of foreign issuers which are listed on a U.S. stock exchange.

The fund is actively managed using a proprietary quantitative process which projects a stock's performance based upon a variety of factors, such as the stock's growth or value style, market capitalization, earnings volatility, earnings yield, financial leverage and currency sensitivity. This process tracks the historical performance of each of these factors against relevant economic and market variables, and then determines how each of the factors is expected to perform given today's economic conditions. The process then measures the relative sensitivity of each of the stocks in the fund's investable universe to the various factors and projects each stock's performance based on this sensitivity. Stocks are selected for purchase or sale using an optimization formula which is designed to maximize the fund's overall projected return within the constraints that have been established to limit the fund's tracking error as compared to the S&P 500 Index.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate in excess of 100%.

In addition to investing in common stocks, the fund may buy and sell stock index futures contracts and invest in exchange traded funds in order to reduce cash balances in the fund and increase the level of fund assets exposed to common stocks.

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

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Quantitative Management Risk. Because the fund is actively managed using the quantitative process described above, the fund could underperform other mutual funds with similar investment objectives.
- Additional Expenses. When the fund invests in exchange-traded funds, you bear both your proportionate share of fund expenses and, indirectly, the expenses of the exchange-traded funds.
- Common Stock Risk. Stocks may decline significantly in price over short or extended periods of time.
- 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.

- Frequent Trading Risk. Frequent trading of fund securities may increase your taxable distributions and result in increased transaction costs for the fund, thus affecting performance.

- Futures Contract Risk. The use of stock index futures contracts exposes the fund to additional risks and transaction costs.
- Securities Lending Risk. The other party to a securities lending agreement could default on its obligations.

See "More About the Funds" for additional information about some of these risks.

3
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Core Fund continued

FUND PERFORMANCE

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class A shares, the table includes returns both before and after taxes. For Class C, Class R, and Class Y shares, the table only includes returns before taxes. After-tax returns for Class C, Class R, and Class Y shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A))

(BAR CHART)

(37.28)%

  2008

Best Quarter:
Quarter ended  June, 20, 2008         (2.41)%
Worst Quarter:
Quarter ended  December 31, 2008     (20.58)%

AVERAGE ANNUAL TOTAL RETURNS                                         Inception                          Since
AS OF 12/31/08                                                            Date       One Year       Inception
-------------------------------------------------------------------------------------------------------------
Quantitative Large Cap Core Fund
-------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                                        7/31/07       (40.72)%       (29.06)%
-------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                                      (40.89)%       (29.40)%
-------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and sale of fund
  shares)                                                                            (26.19)%       (24.39)%
-------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                                        7/31/07       (38.38)%       (26.73)%
-------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                                        7/31/07       (37.43)%        (26.35)%
-------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                                        7/31/07       (37.16)%        (26.02)%
-------------------------------------------------------------------------------------------------------------
Standard & Poors 500 Index(1) (reflects no deduction for fees,
  expenses, or taxes)                                                                (37.00)%        (26.88)%

(1)An unmanaged market-capitalization weighted index based on the average weighted performance of 500 widely held large-cap common stocks.

4
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Core Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

----------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                               CLASS A  CLASS C  CLASS R  CLASS Y
----------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                                  5.50%(2)     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                             None(3) 1.00%     None     None
----------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
  (expenses that are deducted from fund assets)
  (as a percentage of average net assets)
----------------------------------------------------------------------------------------------------------
  Management Fees                                                      0.30%      0.30%    0.30%    0.30%
  Distribution and/or Service (12b-1) Fees                             0.25%      1.00%    0.50%      None
  Other Expenses                                                       0.63%      0.63%    0.60%    0.63%
  Acquired Fund Fees and Expenses(4)                                   0.01%      0.01%    0.01%    0.01%
  Total Annual Fund Operating Expenses(5,6)                            1.19%      1.94%    1.41%    0.94%
  Less Fee Waivers(7)                                                 (0.48)%    (0.48)%  (0.48)%  (0.48)%
  Net Expenses(7)                                                      0.71%      1.46%    0.93%    0.46%
----------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS C           CLASS C
                                    assuming       assuming no
                                  redemption        redemption
                                   at end of         at end of
                   CLASS A       each period       each period       CLASS R       CLASS Y
-------------------------------------------------------------------------------------------
  1 year            $  619            $  249            $  149        $   95        $   47
-------------------------------------------------------------------------------------------
  3 years           $  862            $  563            $  563        $  399        $  252
-------------------------------------------------------------------------------------------
  5 years           $1,125            $1,003            $1,003        $  725        $  473
-------------------------------------------------------------------------------------------
 10 years           $1,874            $2,226            $2,226        $1,649        $1,111

(2)Investors may qualify for reduced sales charges. See "Policies and Services -- Purchasing, Redeeming, and Exchanging Shares -- Determining Your Share Price -- Class A Shares -- Reducing Your Sales Charge on Class A Shares."
(3)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.

(5)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and do not include Acquired Fund Fees and Expenses.

(7)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses, excluding indirect fees and expenses incurred through investment in exchange traded funds and other investment companies, do not exceed 0.70%, 1.45%, 0.95%, and 0.45%, respectively, for Class A, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

5
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Growth Fund

OBJECTIVE

Quantitative Large Cap Growth Fund's objective is to provide, over the long term, a total return that exceeds the total return of the Russell 1000 Growth Index.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests, under normal market conditions, at least 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks of large-capitalization companies. The fund defines large-capitalization companies as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies in the Russell 1000 Index. The Russell 1000 Index is an unmanaged index of the 1,000 largest companies in the Russell 3000 Index (an index of the 3,000 largest companies in the United States, based on total market capitalization), which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The market capitalizations of companies in the Russell 1000 Index ranged from approximately $24 million to $421.8 billion as of December 31, 2008, with an average market capitalization of approximately $72.9 billion. Although the fund may from time to time emphasize smaller or larger capitalization companies within this range as a result of the quantitative process discussed below, the advisor anticipates that generally the fund's capitalization weightings will be similar to those of the Russell 1000 Index. The fund's investments may include common stocks of foreign issuers which are listed on a U.S. stock exchange.

In selecting common stocks, the advisor will emphasize companies that are included in the Russell 1000 Growth Index. The Russell 1000 Growth Index consists of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate of 100%.

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

PRINCIPAL RISKS

- Frequent Trading Risk. Frequent trading of fund securities may increase your taxable distributions and result in increased transaction costs for the fund, thus affecting performance.

- Futures Contract Risk. The use of stock index futures contracts exposes the fund to additional risks and transaction costs.
- Growth Stock Risk. There is a risk that growth stocks may underperform other types of stocks and the market as a whole. In addition, growth stocks can be more volatile than other types of stocks.
- Securities Lending Risk. The other party to a securities lending agreement could default on its obligations.

See "More About the Funds" for additional information about some of these risks.

6
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Growth Fund continued

FUND PERFORMANCE

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class A shares, the table includes returns both before and after taxes. For Class C, Class R, and Class Y shares, the table only includes returns before taxes. After-tax returns for Class C, Class R, and Class Y shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

(35.60)%

  2008

Best Quarter:
Quarter ended  June, 20, 2008          1.64%
Worst Quarter:
Quarter ended  December 31, 2008     (20.25)%

AVERAGE ANNUAL TOTAL RETURNS                                         Inception                          Since
AS OF 12/31/08                                                            Date       One Year       Inception
-------------------------------------------------------------------------------------------------------------
Quantitative Large Cap Growth Fund
-------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                                        7/31/07       (39.14)%       (26.23)%
-------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                                      (39.24)%       (26.51)%
-------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and sale of fund
  shares)                                                                            (25.27)%       (22.09)%
-------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                                        7/31/07       (36.71)%       (23.79)%
-------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                                        7/31/07       (35.72)%        (23.38)%
-------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                                        7/31/07       (35.42)%        (23.03)%
-------------------------------------------------------------------------------------------------------------
Russell 1000 Growth Index(1) (reflects no deduction for fees,
  expenses, or taxes)                                                                (38.44)%        (26.45)%

(1)An unmanaged index that measures the performance of those companies in the Russell 1000 Index (a large-cap index) with higher price-to-book ratios and higher forecasted growth values.

7
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Growth Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

----------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                               CLASS A  CLASS C  CLASS R  CLASS Y
----------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                                  5.50%(2)     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                             None(3) 1.00%     None     None
----------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
----------------------------------------------------------------------------------------------------------
  Management Fees                                                      0.30%      0.30%    0.30%    0.30%
  Distribution and/or Service (12b-1) Fees                             0.25%      1.00%    0.50%      None
  Other Expenses                                                       2.34%      2.34%    2.34%    2.34%
  Acquired Fund Fees and Expenses(4)                                   0.01%      0.01%    0.01%    0.01%
  Total Annual Fund Operating Expenses(5,6)                            2.90%      3.65%    3.15%    2.65%
  Less Fee Waivers(7)                                                 (2.20)%    (2.20)%  (2.20)%  (2.20)%
  Net Expenses(7)                                                      0.70%      1.45%    0.95%    0.45%
----------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS C           CLASS C
                                    assuming       assuming no
                                  redemption        redemption
                                   at end of         at end of
                   CLASS A       each period       each period       CLASS R       CLASS Y
-------------------------------------------------------------------------------------------
  1 year            $  618            $  248            $  148        $   97        $   46
-------------------------------------------------------------------------------------------
  3 years           $1,201            $  917            $  914        $  765        $  613
-------------------------------------------------------------------------------------------
  5 years           $1,810            $1,701            $1,701        $1,457        $1,207
-------------------------------------------------------------------------------------------
 10 years           $3,446            $3,763            $3,763        $3,304        $2,819

(5)Total Annual Fund Operating Expenses are based on the fund's fiscal period ended October 31, 2008, absent any expense reimbursements or fee waivers. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and do not include Acquired Fund Fees and Expenses.

8
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Value Fund

OBJECTIVE

Quantitative Large Cap Value Fund's objective is to provide, over the long term, a total return that exceeds the total return of the Russell 1000 Value Index.

PRINCIPAL INVESTMENT STRATEGIES

The fund invests, under normal market conditions, at least 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks of large-capitalization companies. The fund defines large-capitalization companies as companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies in the Russell 1000 Index. The Russell 1000 Index is an unmanaged index of the 1,000 largest companies in the Russell 3000 Index (an index of the 3,000 largest companies in the United States, based on total market capitalization), which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The market capitalizations of companies in the Russell 1000 Index ranged from approximately $24 million to $421.8 billion as of December 31, 2008, with an average market capitalization of approximately $72.9 billion. Although the fund may from time to time emphasize smaller or larger capitalization companies within this range as a result of the quantitative process discussed below, the advisor anticipates that generally the fund's capitalization weightings will be similar to those of the Russell 1000 Index. The fund's investments may include common stocks of foreign issuers which are listed on a U.S. stock exchange.

In selecting common stocks, the advisor will emphasize companies that are included in the Russell 1000 Value Index. The Russell 1000 Value Index consists of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate of 100%.

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

PRINCIPAL RISKS

- Frequent Trading Risk. Frequent trading of fund securities may increase your taxable distributions and result in increased transaction costs for the fund, thus affecting performance.

- Futures Contract Risk. The use of stock index futures contracts exposes the fund to additional risks and transaction costs.
- Value Stock Risk. There is a risk that value stocks may underperform other types of stocks and the market as a whole. Value stocks can continue to be undervalued by the market for long periods of time.
- Securities Lending Risk. The other party to a securities lending agreement could default on its obligations.

See "More About the Funds" for additional information about some of these risks.

9
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Value Fund continued

FUND PERFORMANCE

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class A shares, the table includes returns both before and after taxes. For Class C, Class R, and Class Y shares, the table only includes returns before taxes. After-tax returns for Class C, Class R, and Class Y shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax- deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)

(BAR CHART)

(34.36)%

  2008

Best Quarter:
Quarter ended  June, 20, 2008         (4.37)%
Worst Quarter:
Quarter ended  December 31, 2008     (19.00)%

AVERAGE ANNUAL TOTAL RETURNS                                         Inception                          Since
AS OF 12/31/08                                                            Date       One Year       Inception
-------------------------------------------------------------------------------------------------------------
Quantitative Large Cap Value Fund
-------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                                        7/31/07       (37.98)%       (27.55)%
-------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                                      (38.18)%       (27.97)%
-------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions and sale of fund
  shares)                                                                            (24.35)%       (23.16)%
-------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                                        7/31/07       (35.47)%       (25.11)%
-------------------------------------------------------------------------------------------------------------
  Class R (return before taxes)                                        7/31/07       (34.52)%        (24.76)%
-------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                                        7/31/07       (34.19)%        (24.39)%
-------------------------------------------------------------------------------------------------------------
Russell 1000 Value Index(1) (reflects no deduction for fees,
  expenses, or taxes)                                                                (36.85)%        (28.42)%

(1)An unmanaged index that measures the performance of those companies in the Russell 1000 Index (a large-cap index) with lower price-to-book ratios and lower forecasted growth values.

10
PROSPECTUS - First American Quantitative Funds

Fund Summaries
Quantitative Large Cap Value Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

----------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                               CLASS A  CLASS C  CLASS R  CLASS Y
----------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                                  5.50%(2)     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                             None(3) 1.00%     None     None
----------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
----------------------------------------------------------------------------------------------------------
  Management Fees                                                      0.30%      0.30%    0.30%    0.30%
  Distribution and/or Service (12b-1) Fees                             0.25%      1.00%    0.50%      None
  Other Expenses                                                       3.23%      3.23%    3.23%    3.23%
  Acquired Fund Fees and Expenses(4)                                   0.01%      0.01%    0.01%    0.01%
  Total Annual Fund Operating Expenses(5,6)                            3.79%      4.54%    4.04%    3.54%
  Less Fee Waivers(7)                                                 (3.09)%    (3.09)%  (3.09)%  (3.09)%
  Net Expenses(7)                                                      0.70%      1.45%    0.95%    0.45%
----------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS C           CLASS C
                                    assuming       assuming no
                                  redemption        redemption
                                   at end of         at end of
                   CLASS A       each period       each period       CLASS R       CLASS Y
-------------------------------------------------------------------------------------------
  1 year            $  618            $  248            $  148        $   97        $   46
-------------------------------------------------------------------------------------------
  3 years           $1,374            $1,092            $1,092        $  946        $  797
-------------------------------------------------------------------------------------------
  5 years           $2,148            $2,045            $2,045        $1,811        $1,570
-------------------------------------------------------------------------------------------
 10 years           $4,168            $4,467            $4,467        $4,048        $3,604

(5)Total Annual Fund Operating Expenses are based the fund's fiscal period ended October 31, 2008, absent any expense reimbursements or fee waivers. The fund's most recent annual report and financial highlights reflect the operating expenses of the fund and do not include Acquired Fund Fees and Expenses.

11
PROSPECTUS - First American Quantitative Funds

More About the Funds

Investment Strategies, Risks, and Other Investment Matters

OBJECTIVES

INVESTMENT STRATEGIES

The funds' principal investment strategies are discussed in the "Fund Summaries" section. These are the strategies that the funds' investment advisor believes are most likely to be important in trying to achieve the funds' objectives. This section provides additional information about certain strategies, as well as information about some additional non-principal strategies that the funds' investment advisor may use to achieve the funds' objectives. You should be aware that each 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 800 677-FUND.

Large-Capitalization Companies. Each fund invests at least 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks of large-capitalization companies. A fund will provide you with at least 60 days' notice of any change in this policy.

Changes to an Index. The companies comprising a fund's benchmark index will change over time. The S&P 500 Index is changed throughout the year on an as needed basis. The Russell 1000 Index is reconstituted annually, although small changes to the index may be made in the interim.

PRINCIPAL RISKS

The principal risks of investing in each fund are described in the "Fund Summaries" section. More information about some of these risks is presented below.

Active Quantitative Management Risk. The funds are actively managed using the quantitative process described under "Fund Summaries -- Principal Investment Strategies" for each fund. Securities selected using this process could underperform the market as a whole as a result of the factors used in the process, the weight placed on each factor, and changes in the way each factor performs in today's economic conditions as compared to the factor's historical performance. Due to its active management, a fund could underperform its benchmark index or other mutual funds with similar investment objectives.

Common Stock Risk. Stocks may decline significantly in price over short or extended periods of time. Price changes may occur in the market as a whole, or they may occur in only a particular country, company, industry, or sector of the market. In addition, the types of stocks in which a particular fund invests, such as value stocks, growth stocks, and/or large-capitalization stocks, may underperform the market as a whole.

Foreign Security Risk. Each fund may invest in dollar denominated foreign securities which are listed on a United States stock exchange and included in the index from which the fund's common stock investments are selected. 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. Even though these securities are traded in U.S. dollars, their prices are indirectly influenced by currency fluctuations. 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 United States' economy.

Futures Contract Risk. The use of stock index futures contracts exposes a fund to additional risks and transaction costs. Additional risks include leverage risk, which is the risk that adverse price movements in the index could result in a loss substantially greater than the fund's initial investment in the instrument; the risk of an imperfect correlation between the price of the futures contract and the prices of the securities in the index; and the possible absence of a liquid secondary market for the futures contract or possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the funds' policies and procedures with respect to the disclosure of each fund's portfolio securities is available in the funds' SAI.

12
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares

GENERAL

CHOOSING A SHARE CLASS

The funds issue their shares in four classes with each class having a different cost structure. As noted below, only certain eligible investors can purchase Class R and Class Y shares of the funds, whereas Class A and Class C shares (the "Retail Share Classes") are generally available to investors. You should decide which share class best suits your needs.

Eligibility to Invest in Class R and Class Y Shares

Class Share Overview

                   Front-End    Contingent Deferred
                 Sales Charge       Sales Charge         Annual 12b-1 Fees
                    (FESC)             (CDSC)         (as a % of net assets)
----------------------------------------------------------------------------
Class A              5.50%(1)           None(2)                0.25%
Class C              None               1.00%(3)               1.00%
Class R              None               None                   0.50%
Class Y              None               None                   None
----------------------------------------------------------------------------

(1)The FESC is reduced for larger purchases. See "Determining Your Share Price -- Class A Shares" below.

(2)Class A share investments of $1 million or more on which no FESC is paid may be subject to a 1.00% CDSC.

(3)A 1.00% CDSC applies if you redeem your Class C shares within 12 months of purchase.

DETERMINING YOUR SHARE PRICE

Class A Shares

PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

                                      Sales Charge
                             -----------------------------
                              As a %               As a %
                                of                 of Net
                             Offering              Amount
Purchase Amount                Price              Invested
----------------------------------------------------------
Less than $50,000              5.50%                5.82%
50,000 - $99,999               4.50%                4.71%
$100,000 - $249,999            3.50%                3.63%
$250,000 - $499,999            2.50%                2.56%
$500,000 - $999,999            2.00%                2.04%
$1 million and over            0.00%                0.00%

More information on these ways to reduce your sales charge appears in the SAI.

Purchasing Class A Shares Without a Sales Charge. The following persons may purchase a fund's Class A shares at net asset value without a sales charge:
- directors, advisory board members, full-time employees and retirees of the advisor and its affiliates.
- current and retired officers and directors of the funds.
- full-time employees of any broker-dealer authorized to sell fund shares.
- full-time employees of the fund's counsel.
- members of the immediate families of any of the foregoing (i.e., a spouse or domestic partner and any dependent children).
- persons who purchase the funds through "one-stop" mutual fund networks through which the funds are made available.
- persons participating in a fee-based program sponsored and maintained by a registered broker-dealer.
- trust companies and bank trust departments acting in a fiduciary, advisory, agency, custodial or similar capacity.

- group retirement and employee benefit plans.

You must notify the funds or your financial intermediary if you are eligible to purchase Class A shares without a sales charge.

14
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

Class C Shares

Retirement Plan Availability of Class C Shares

Class C shares are available to individual plans and certain smaller group plans, such as SIMPLE, SEP and Solo 401(k) plans. Class C shares are not available to certain employer-sponsored plans, such as 401(k), employer- sponsored 403(b), money purchase and profit sharing plans, except for those plans invested in Class C shares of other First American Funds prior to July 20, 2007.

Waiving Contingent Deferred Sales Charges

CDSCs on Class A and Class C share redemptions 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 IRA 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. The systematic withdrawal limit will be based on the market value of your account at the time of each withdrawal.
- redemptions required as a result of over-contribution to an IRA plan.

Class R and Class Y Shares

Your purchase price for Class R and Class Y shares is their net asset value. These share classes do not have a front-end sales charge or a CDSC.

12B-1 FEES

                                     Annual 12b-1 Fees
                                (as a percentage of average
                                           daily
                                        net assets)
                               ----------------------------
                                                Shareholder
                               Distribution      Servicing
                                    Fee             Fee
-----------------------------------------------------------
Class A                            None             0.25%
Class C                            0.75%            0.25%
Class R                            0.25%            0.25%
Class Y                            None             None

Because 12b-1 fees are paid out of a 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.

COMPENSATION PAID TO FINANCIAL INTERMEDIARIES

The funds' distributor receives any front-end sales charge or CDSC that you pay and any 12b-1 fees paid by the funds. From

15
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

this revenue, the distributor will pay financial intermediaries for the services they provide. The funds' advisor and/or distributor may make additional payments to intermediaries from their own assets, as described below under "Additional Payments to Financial Intermediaries."

Sales Charge Reallowance

The distributor pays (or "reallows") a portion of the front-end sales charge on Class A shares to your financial intermediary, as follows:

                                  Maximum Reallowance
                                       as a % of
Purchase Amount                      Purchase Price
-----------------------------------------------------
Less than $50,000                        5.00%
$50,000 - $99,999                        4.00%
$100,000 - $249,999                      3.25%
$250,000 - $499,999                      2.25%
$500,000 - $999,999                      1.75%
$1 million and over                      0.00%

Sales Commissions

12b-1 Fees

The funds' distributor uses the 12b-1 shareholder servicing fee to compensate financial intermediaries for administrative services performed on behalf of the intermediaries' customers. These intermediaries receive shareholder servicing fees of up to 0.25% of a fund's Class A, Class C, and Class R share average daily net assets attributable to shares sold through them. For Class A and Class R shares, the distributor begins to pay shareholder servicing fees to these intermediaries immediately after you purchase shares. For Class C shares, the distributor begins to pay shareholder servicing fees to these intermediaries one year after you purchase shares, but only if you continue to hold the shares at that time.

In all cases, intermediaries continue to receive 12b-1 fees for as long as you hold fund shares.

Additional Payments to Financial Intermediaries

PURCHASE, REDEMPTION, AND EXCHANGE PROCEDURES

As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses containing

16
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

a P.O. Box only will not be accepted. We may also ask for other identifying documents or information.

Purchasing Class A and Class C Shares

You can become a shareholder in any of the funds by making a minimum initial investment of $2,500 ($2,000 for Coverdell Education Savings Accounts). The minimum additional investment is $100.

The funds reserve the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order.

By Wire. You can purchase shares by making a wire transfer from your bank. Before making an initial investment by wire, you must submit a new account form to the funds. After receiving your form, a service representative will contact you with your account number and wiring instructions. Your order will be priced at the next NAV or public offering price, as applicable based on your share class, calculated after the funds' custodian receives your payment by wire. Before making any additional purchases by wire, you should call Investor Services at 800 677-FUND. 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:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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

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

- by having $100 or more automatically withdrawn from your bank account on a periodic basis and invested in fund shares, or

- through automatic monthly exchanges of your First American fund into another First American fund of the same class.

You may apply for participation in either of these programs through your financial intermediary or by calling Investor Services at 800 677-FUND.

Redeeming Class A and Class C Shares

When you redeem shares, the proceeds are normally sent on the next business day, but in no event more than seven days, after your request is received in proper form.

By Phone. If you purchased shares through a financial intermediary, simply call them to redeem your shares.

PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

By Mail. To redeem shares by mail, send a written request to your financial intermediary, or to the fund at the following address:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

After you have established your account, signatures on a written request must be guaranteed if:

- you would like redemption proceeds to be paid to any person, address, or bank account other than that on record.

- you would like the redemption check mailed to an address other than those on the fund's records, or you have changed the address on the fund's records within the last 30 days.

- your redemption request is in excess of $50,000.
- bank information related to an automatic investment plan, telephone purchase or telephone redemption is changed.

In addition to the situations described above, the funds reserve the right to require a signature guarantee in other instances based on the circumstances of a particular situation.

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

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

Exchanging Class A and Class C Shares

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

By Phone. If both funds have identical shareholder registrations, you may exchange shares by calling your financial intermediary or by calling the funds directly at 800 677-FUND.

By Mail. To exchange shares by written request, please follow the procedures under "Redeeming Class A and Class C Shares" above. Be sure to include the names of both funds involved in the exchange.

Purchasing, Redeeming, and Exchanging Class R Shares

Eligible retirement plans generally may open an account and purchase Class R shares by contacting any financial intermediary or plan administrator authorized to sell the funds'

18
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

shares. Participants in retirement plans generally must contact the plan's administrator to purchase, redeem or exchange shares.

Share purchases by eligible retirement plans are generally made by wire transfer. You cannot purchase shares by wire on days when federally chartered banks are closed.

Purchasing, Redeeming, and Exchanging Class Y Shares

To exchange your shares, call your financial intermediary.

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

ADDITIONAL INFORMATION ON PURCHASING, REDEEMING, AND EXCHANGING SHARES

Calculating Net Asset Value

A 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.

19
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

directors. These independent pricing services also provide security valuations for certain other investments not traded on an exchange. 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 procedures approved by the funds' board of directors. Under these procedures, fair values are generally determined by a pricing committee appointed by the board of directors. The types of securities for which such fair value pricing might be required include, but are not limited to:
- Securities, including securities traded in foreign markets, where an event occurs after the close of the market in which such security principally trades, but before NAV is determined, that will affect the value of such security, or the closing value is otherwise deemed unreliable;
- Securities whose trading has been halted or suspended;
- Fixed-income securities that have gone into default and for which there is no current market value quotation; and
- Securities with limited liquidity, including certain high-yield securities or securities that are restricted as to transfer or resale.

Short-Term Trading of Fund Shares

20
PROSPECTUS - First American Quantitative Funds

Policies and Services
Purchasing, Redeeming, and Exchanging Shares CONTINUED

advisors, financial planners and registered broker-dealers; and similar transactions.

Telephone Transactions

Once a telephone transaction has been placed, it cannot be canceled or modified.

Accounts with Low Balances

Redemption in Kind

Generally, proceeds from redemption requests will be paid in cash. However, to minimize the effect of large redemption requests on a fund and its remaining shareholders, if you redeem more than $250,000 of a fund's assets within a 30- day period, the fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of securities from the fund's portfolio instead of cash. The advisor 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. In addition, you will bear the market risk associated with these securities until their disposition.

21
PROSPECTUS - First American Quantitative Funds

Policies and Services

Managing Your Investment

STAYING INFORMED

Shareholder Reports

Statements and Confirmations

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income are normally declared and paid annually. For each of the funds, any capital gains are normally distributed at least once each year.

TAXES

Taxes on Distributions

Taxes on Transactions

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

Considerations for Retirement Plan Clients

More information about tax considerations that may effect the funds and their shareholders appears in the funds' SAI.

22
PROSPECTUS - First American Quantitative Funds

Additional Information

Management

Each fund pays the investment advisor a monthly management fee for providing investment advisory services equal, on an annual basis, to 0.30% of the fund's average daily net assets. The advisor waived all management fees for the funds' most recently completed fiscal period.

Direct Correspondence to:

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

Investment Advisor

FAF Advisors, Inc.
800 Nicollet Mall
Minneapolis, MN 55402

Distributor

Quasar Distributors, LLC
615 E. Michigan Street
Milwaukee, WI 53202

ADDITIONAL COMPENSATION

Custody Services. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of each fund's average daily net assets for providing custody services to the funds.

Distribution Services. Quasar Distributors, LLC, an affiliate of FAF Advisors, receives distribution and shareholder servicing fees for acting as the funds' distributor.

Securities Lending Services. In connection with lending their portfolio securities, the funds pay fees to U.S. Bank of up to 25% of each fund's net income from these securities lending transactions. In addition, collateral for securities on loan will be invested in a money market fund administered by FAF Advisors and FAF Advisors will receive an administration fee equal to 0.02% of such fund's average daily net assets.

PORTFOLIO MANAGEMENT

The portfolio managers responsible for each fund's management are:

Walter A. French, Senior Equity Portfolio Manager. Mr. French has served as the primary portfolio manager for each fund since the funds' inception in July 2007. Mr. French entered the financial services industry in 1974 and joined FAF Advisors in 1999.

David R. Cline, Senior Equity Portfolio Manager. Mr. Cline has served as a co- manager for each fund since the funds' inception in July 2007. Mr. Cline entered the financial services industry when he joined FAF Advisors in 1989.

David A. Friar, Equity Portfolio Manager. Mr. Friar has served as a co-manager for each fund since the funds' inception in July 2007. Mr. Friar entered the financial services industry in 1998 and joined FAF Advisors in 1999.

Keith B. Hembre, CFA, Chief Economist and Chief Investment Strategist. Mr. Hembre has served as a co-manager for each fund since the funds' inception in July 2007. Mr. Hembre entered the financial services industry in 1992 and joined FAF Advisors in 1997.

23
PROSPECTUS - First American Quantitative Funds

Additional Information
Management CONTINUED

The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of securities in the funds.

24
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights

The tables that follow present performance information about the Class A, Class C, Class R, and Class Y shares of the fund. This information is intended to help you understand the fund's financial performance for the period of the fund's operations. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables represent the rate that you would have earned or lost on an investment in the fund, excluding sales charges and assuming you reinvested all of your dividends and distributions.

The information below has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

QUANTITATIVE LARGE CAP CORE FUND

                                                                                                       Fiscal year
                                                                                                          ended
CLASS A SHARES                                                                                     October 31, 2008(1)
----------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                     $ 26.90
                                                                                                         -------
Investment Operations:
 Net Investment Income                                                                                      0.40
 Realized and Unrealized Gains (Losses) on Investments                                                    (10.21)
                                                                                                         -------
 Total From Investment Operations                                                                          (9.81)
                                                                                                         -------
Less Distributions:
 Dividends (from net investment income)                                                                    (0.29)
 Distributions (from net realized gains)                                                                   (0.24)
                                                                                                         -------
 Total Distributions                                                                                       (0.53)
                                                                                                         -------
Net Asset Value, End of Period                                                                           $ 16.56
                                                                                                         =======
Total Return(3)                                                                                           (37.08)%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                          $   118
Ratio of Expenses to Average Net Assets                                                                     0.70%
Ratio of Net Investment Income to Average Net Assets                                                        1.77%
Ratio of Expenses to Average Net Assets (excluding waivers)                                                 1.18%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                                                        1.29%
Portfolio Turnover Rate                                                                                      153%
----------------------------------------------------------------------------------------------------------------------
                                                                                                       Fiscal period
                                                                                                           ended
CLASS A SHARES                                                                                     October 31, 2007(1,2)
------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                       $25.00
                                                                                                           ------
Investment Operations:
 Net Investment Income                                                                                       0.06
 Realized and Unrealized Gains (Losses) on Investments                                                       1.91
                                                                                                           ------
 Total From Investment Operations                                                                            1.97
                                                                                                           ------
Less Distributions:
 Dividends (from net investment income)                                                                     (0.07)
 Distributions (from net realized gains)                                                                       --
                                                                                                           ------
 Total Distributions                                                                                        (0.07)
                                                                                                           ------
Net Asset Value, End of Period                                                                             $26.90
                                                                                                           ======
Total Return(3)                                                                                              7.89%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                            $  131
Ratio of Expenses to Average Net Assets                                                                      0.70%
Ratio of Net Investment Income to Average Net Assets                                                         0.91%
Ratio of Expenses to Average Net Assets (excluding waivers)                                                  1.40%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                                                         0.21%
Portfolio Turnover Rate                                                                                        55%
------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

25
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights CONTINUED

QUANTITATIVE LARGE CAP CORE FUND (CONTINUED)

                                                                                                     Fiscal             Fiscal
                                                                                                      year              period
                                                                                                      ended              ended
                                                                                                     October            October
                                                                                                       31,                31,
CLASS C SHARES                                                                                       2008(1)           2007(1,2)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                 $ 26.88            $25.00
                                                                                                     -------            ------
Investment Operations:
 Net Investment Income                                                                                  0.23              0.02
 Realized and Unrealized Gains (Losses) on Investments                                                (10.20)             1.90
                                                                                                     -------            ------
 Total From Investment Operations                                                                      (9.97)             1.92
                                                                                                     -------            ------
Less Distributions:
 Dividends (from net investment income)                                                                (0.16)            (0.04)
 Distributions (from net realized gains)                                                               (0.24)               --
                                                                                                     -------            ------
 Total Distributions                                                                                   (0.40)            (0.04)
                                                                                                     -------            ------
Net Asset Value, End of Period                                                                       $ 16.51            $26.88
                                                                                                     =======            ======
Total Return(3)                                                                                       (37.58)%            7.69%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                      $    10            $   15
Ratio of Expenses to Average Net Assets                                                                 1.45%             1.45%
Ratio of Net Investment Income to Average Net Assets                                                    0.99%             0.23%
Ratio of Expenses to Average Net Assets (excluding waivers)                                             1.93%             2.15%
Ratio of Net Investment Income (Loss) to Average Net Assets
 (excluding waivers)                                                                                    0.51%            (0.47)%
Portfolio Turnover Rate                                                                                  153%               55%
--------------------------------------------------------------------------------------------------------------------------------

CLASS R SHARES
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                 $ 26.89            $25.00
                                                                                                     -------            ------
Investment Operations:
 Net Investment Income                                                                                  0.34              0.08
 Realized and Unrealized Gains (Losses) on Investments                                                (10.20)             1.87
                                                                                                     -------            ------
 Total From Investment Operations                                                                      (9.86)             1.95
                                                                                                     -------            ------
Less Distributions:
 Dividends (from net investment income)                                                                (0.24)            (0.06)
 Distributions (from net realized gains)                                                               (0.24)               --
                                                                                                     -------            ------
 Total Distributions                                                                                   (0.48)            (0.06)
                                                                                                     -------            ------
Net Asset Value, End of Period                                                                       $ 16.55            $26.89
                                                                                                     =======            ======
Total Return(3)                                                                                       (37.22)%            7.81%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                      $     3            $    6
Ratio of Expenses to Average Net Assets                                                                 0.92%             0.95%
Ratio of Net Investment Income to Average Net Assets                                                    1.51%             1.20%
Ratio of Expenses to Average Net Assets (excluding waivers)                                             1.40%             1.65%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                                                    1.03%             0.50%
Portfolio Turnover Rate                                                                                  153%               55%
--------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

26
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights CONTINUED

QUANTITATIVE LARGE CAP CORE FUND (CONTINUED)

                                                                                              Fiscal       Fiscal
                                                                                               year        period
                                                                                               ended        ended
                                                                                              October      October
                                                                                                31,          31,
CLASS Y SHARES                                                                                2008(1)     2007(1,2)
-------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                          $ 26.90      $ 25.00
                                                                                              -------      -------
Investment Operations:
 Net Investment Income                                                                           0.44         0.11
 Realized and Unrealized Gains (Losses) on Investments                                         (10.20)        1.87
                                                                                              -------      -------
 Total From Investment Operations                                                               (9.76)        1.98
                                                                                              -------      -------
Less Distributions:
 Dividends (from net investment income)                                                         (0.33)       (0.08)
 Distributions (from net realized gains)                                                        (0.24)          --
                                                                                              -------      -------
 Total Distributions                                                                            (0.57)       (0.08)
                                                                                              -------      -------
Net Asset Value, End of Period                                                                $ 16.57      $ 26.90
                                                                                              =======      =======
Total Return(3)                                                                                (36.93)%       7.93%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                               $89,270      $48,745
Ratio of Expenses to Average Net Assets                                                          0.45%        0.45%
Ratio of Net Investment Income to Average Net Assets                                             1.99%        1.73%
Ratio of Expenses to Average Net Assets (excluding waivers)                                      0.93%        1.15%
Ratio of Net Investment Income to Average Net Assets
 (excluding waivers)                                                                             1.51%        1.03%
Portfolio Turnover Rate                                                                           153%          55%
-------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

27
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights CONTINUED

QUANTITATIVE LARGE CAP GROWTH FUND

                                                                                                     Fiscal             Fiscal
                                                                                                      year              period
                                                                                                      ended              ended
                                                                                                     October            October
                                                                                                       31,                31,
CLASS A SHARES                                                                                       2008(1)           2007(1,2)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                 $ 27.51            $25.00
                                                                                                     -------            ------
Investment Operations:
 Net Investment Income                                                                                  0.24              0.02
 Realized and Unrealized Gains (Losses) on Investments                                                 (9.58)             2.53
                                                                                                     -------            ------
 Total From Investment Operations                                                                      (9.34)             2.55
                                                                                                     -------            ------
Less Distributions:
 Dividends (from net investment income)                                                                (0.16)            (0.04)
 Distributions (from net realized gains)                                                               (0.26)               --
                                                                                                     -------            ------
 Total Distributions                                                                                   (0.42)            (0.04)
                                                                                                     -------            ------
Net Asset Value, End of Period                                                                       $ 17.75            $27.51
                                                                                                     =======            ======
Total Return(3)                                                                                       (34.41)%           10.22%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                      $    56            $   71
Ratio of Expenses to Average Net Assets                                                                 0.69%             0.70%
Ratio of Net Investment Income to Average Net Assets                                                    0.99%             0.23%
Ratio of Expenses to Average Net Assets (excluding waivers)                                             2.89%             4.70%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                                   (1.21)%           (3.77)%
Portfolio Turnover Rate                                                                                  161%               58%
--------------------------------------------------------------------------------------------------------------------------------

CLASS C SHARES
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                 $ 27.47            $25.00
                                                                                                     -------            ------
Investment Operations:
 Net Investment Income (Loss)                                                                           0.05             (0.03)
 Realized and Unrealized Gains on (Losses) Investments                                                 (9.55)             2.53
                                                                                                     -------            ------
 Total From Investment Operations                                                                      (9.50)             2.50
                                                                                                     -------            ------
Less Distributions:
 Dividends (from net investment income)                                                                (0.02)            (0.03)
 Distributions (from net realized gains)                                                               (0.26)               --
                                                                                                     -------            ------
 Total Distributions                                                                                   (0.28)            (0.03)
                                                                                                     -------            ------
Net Asset Value, End of Period                                                                       $ 17.69            $27.47
                                                                                                     =======            ======
Total Return(3)                                                                                       (34.91)%           10.01%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                      $    12            $   18
Ratio of Expenses to Average Net Assets                                                                 1.44%             1.45%
Ratio of Net Investment Income (Loss) to Average Net Assets                                             0.23%            (0.36)%
Ratio of Expenses to Average Net Assets (excluding waivers)                                             3.64%             5.45%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                                   (1.97)%           (4.36)%
Portfolio Turnover Rate                                                                                  161%               58%
--------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

28
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights CONTINUED

QUANTITATIVE LARGE CAP GROWTH FUND (CONTINUED)

                                                                                              Fiscal      Fiscal
                                                                                               year       period
                                                                                               ended       ended
                                                                                              October     October
                                                                                                31,         31,
CLASS R SHARES                                                                                2008(1)    2007(1,2)
------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                          $ 27.51     $25.00
                                                                                              -------     ------
Investment Operations:
 Net Investment Income                                                                           0.17       0.04
 Realized and Unrealized Gains (Losses) on Investments                                          (9.58)      2.50
                                                                                              -------     ------
 Total From Investment Operations                                                               (9.41)      2.54
                                                                                              -------     ------
Less Distributions:
 Dividends (from net investment income)                                                         (0.11)     (0.03)
 Distributions (from net realized gains)                                                        (0.26)        --
                                                                                              -------     ------
 Total Distributions                                                                            (0.37)     (0.03)
                                                                                              -------     ------
Net Asset Value, End of Period                                                                $ 17.73     $27.51
                                                                                              =======     ======
Total Return(3)                                                                                (34.61)%    10.17%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                               $     4     $    6
Ratio of Expenses to Average Net Assets                                                          0.94%      0.95%
Ratio of Net Investment Income to Average Net Assets                                             0.73%      0.54%
Ratio of Expenses to Average Net Assets (excluding waivers)                                      3.14%      4.95%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                            (1.47)%    (3.46)%
Portfolio Turnover Rate                                                                           161%        58%
------------------------------------------------------------------------------------------------------------------

CLASS Y SHARES
-------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period                                                          $ 27.52      $25.00
                                                                                              -------      ------
Investment Operations:
 Net Investment Income                                                                           0.28        0.07
 Realized and Unrealized Gains (Losses) on Investments                                          (9.57)       2.50
                                                                                              -------      ------
 Total From Investment Operations                                                               (9.29)       2.57
                                                                                              -------      ------
Less Distributions:
 Dividends (from net investment income)                                                         (0.21)      (0.05)
 Distributions (from net realized gains)                                                        (0.26)         --
                                                                                              -------      ------
 Total Distributions                                                                            (0.47)      (0.05)
                                                                                              -------      ------
Net Asset Value, End of Period                                                                $ 17.76      $27.52
                                                                                              =======      ======
Total Return(3)                                                                                (34.27)%     10.29%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                               $19,974      $7,725
Ratio of Expenses to Average Net Assets                                                          0.44%       0.45%
Ratio of Net Investment Income to Average Net Assets                                             1.23%       1.07%
Ratio of Expenses to Average Net Assets (excluding waivers)                                      2.64%       4.45%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                            (0.97)%     (2.93)%
Portfolio Turnover Rate                                                                           161%         58%
-------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

29
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights CONTINUED

QUANTITATIVE LARGE CAP VALUE FUND

                                                                                                     Fiscal             Fiscal
                                                                                                      year              period
                                                                                                      ended              ended
                                                                                                     October            October
                                                                                                       31,                31,
CLASS A SHARES                                                                                       2008(1)           2007(1,2)
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                 $ 26.53            $25.00
                                                                                                     -------            ------
Investment Operations:
 Net Investment Income                                                                                  0.52              0.10
 Realized and Unrealized Gains on (Losses) Investments                                                 (9.56)             1.51
                                                                                                     -------            ------
 Total From Investment Operations                                                                      (9.04)             1.61
                                                                                                     -------            ------
Less Distributions:
 Dividends (from net investment income)                                                                (0.40)            (0.08)
 Distributions (from net realized gains)                                                               (0.25)               --
                                                                                                     -------            ------
 Total Distributions                                                                                   (0.65)            (0.08)
                                                                                                     -------            ------
Net Asset Value, End of Period                                                                       $ 16.84            $26.53
                                                                                                     =======            ======
Total Return(3)                                                                                       (34.79)%            6.46%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                      $    14            $   31
Ratio of Expenses to Average Net Assets                                                                 0.69%             0.70%
Ratio of Net Investment Income to Average Net Assets                                                    2.26%             1.57%
Ratio of Expenses to Average Net Assets (excluding waivers)                                             3.78%             4.73%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                                   (0.83)%           (2.46)%
Portfolio Turnover Rate                                                                                  178%               65%
--------------------------------------------------------------------------------------------------------------------------------

CLASS C SHARES
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                                 $ 26.51            $25.00
                                                                                                     -------            ------
Investment Operations:
 Net Investment Income                                                                                  0.35              0.08
 Realized and Unrealized Gains (Losses) on Investments                                                 (9.55)             1.48
                                                                                                     -------            ------
 Total From Investment Operations                                                                      (9.20)             1.56
                                                                                                     -------            ------
Less Distributions:
 Dividends (from net investment income)                                                                (0.26)            (0.05)
 Distributions (from net realized gains)                                                               (0.25)               --
                                                                                                     -------            ------
 Total Distributions                                                                                   (0.51)            (0.05)
                                                                                                     -------            ------
Net Asset Value, End of Period                                                                       $ 16.80            $26.51
                                                                                                     =======            ======
Total Return(3)                                                                                       (35.25)%            6.25%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                                      $     3            $    5
Ratio of Expenses to Average Net Assets                                                                 1.44%             1.45%
Ratio of Net Investment Income to Average Net Assets                                                    1.52%             1.18%
Ratio of Expenses to Average Net Assets (excluding waivers)                                             4.53%             5.48%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                                   (1.57)%           (2.85)%
Portfolio Turnover Rate                                                                                  178%               65%
--------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

30
PROSPECTUS - First American Quantitative Funds

Additional Information

Financial Highlights CONTINUED

QUANTITATIVE LARGE CAP VALUE FUND (CONTINUED)

                                                                                              Fiscal      Fiscal
                                                                                               year       period
                                                                                               ended       ended
                                                                                              October     October
                                                                                                31,         31,
CLASS R SHARES                                                                                2008(1)    2007(1,2)
------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                                                          $ 26.53     $25.00
                                                                                              -------     ------
Investment Operations:
 Net Investment Income                                                                           0.46       0.11
 Realized and Unrealized Gains (Losses) on Investments                                          (9.56)      1.49
                                                                                              -------     ------
 Total From Investment Operations                                                               (9.10)      1.60
                                                                                              -------     ------
Less Distributions:
 Dividends (from net investment income)                                                         (0.35)     (0.07)
 Distributions (from net realized gains)                                                        (0.25)        --
                                                                                              -------     ------
 Total Distributions                                                                            (0.60)     (0.07)
                                                                                              -------     ------
Net Asset Value, End of Period                                                                $ 16.83     $26.53
                                                                                              =======     ======
Total Return(3)                                                                                (34.94)%     6.41%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                               $     3     $    5
Ratio of Expenses to Average Net Assets                                                          0.94%      0.95%
Ratio of Net Investment Income to Average Net Assets                                             2.02%      1.68%
Ratio of Expenses to Average Net Assets (excluding waivers)                                      4.03%      4.98%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                            (1.07)%    (2.35)%
Portfolio Turnover Rate                                                                           178%        65%
------------------------------------------------------------------------------------------------------------------

CLASS Y SHARES
------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period                                                          $ 26.54     $25.00
                                                                                              -------     ------
Investment Operations:
 Net Investment Income                                                                           0.55       0.15
 Realized and Unrealized Gains (Losses) on Investments                                          (9.54)      1.48
                                                                                              -------     ------
 Total From Investment Operations                                                               (8.99)      1.63
                                                                                              -------     ------
Less Distributions:
 Dividends (from net investment income)                                                         (0.45)     (0.09)
 Distributions (from net realized gains)                                                        (0.25)        --
                                                                                              -------     ------
 Total Distributions                                                                            (0.70)     (0.09)
                                                                                              -------     ------
Net Asset Value, End of Period                                                                $ 16.85     $26.54
                                                                                              =======     ======
Total Return(3)                                                                                (34.63)%     6.52%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                                                               $16,779     $7,457
Ratio of Expenses to Average Net Assets                                                          0.44%      0.45%
Ratio of Net Investment Income to Average Net Assets                                             2.51%      2.28%
Ratio of Expenses to Average Net Assets (excluding waivers)                                      3.53%      4.48%
Ratio of Net Investment Loss to Average Net Assets
 (excluding waivers)                                                                            (0.58)%    (1.75)%
Portfolio Turnover Rate                                                                           178%        65%
------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(2)Commenced operations on July 31, 2007. All ratios for the period ended October 31, 2007 have been annualized, except total return and portfolio turnover.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

31
PROSPECTUS - First American Quantitative Funds

First American Funds' Privacy Policy

We want you to understand what information we collect and how it's used.

"Nonpublic personal information" is nonpublic information that we obtain while providing financial products or services to you.

We'll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

- American Strategic Income Portfolio Inc. -- II

- American Strategic Income Portfolio Inc. -- III

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

THIS PAGE IS NOT PART OF THE PROSPECTUS

(FIRST AMERICAN FUNDS LOGO)

FOR MORE INFORMATION

More information about the First American Funds is available on the funds' Internet site at www.firstamericanfunds.com and in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the funds and their policies and is incorporated into this prospectus by reference (which means that it is legally part of this prospectus).

SEC file number: 811-05309 PROQUANT 2/09

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

(FIRST AMERICAN FUNDS LOGO)

February 27, 2009        PROSPECTUS

                         First American Investment Funds, Inc.
                         ASSET CLASS - STOCK FUNDS

BALANCED FUND

Class A, Class B, Class C, Class R, and Class Y Shares

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.

TABLE OF
CONTENTS

FUND SUMMARY
   Balanced Fund                                                              2
MORE ABOUT THE FUND
   Investment Strategies, Risks, and Other Investment Matters                 6
POLICIES AND SERVICES
   Purchasing, Redeeming, and Exchanging Shares                               9
   Managing Your Investment                                                  19
ADDITIONAL INFORMATION
   Management                                                                20
   Financial Highlights                                                      21
FOR MORE INFORMATION                                                 Back Cover

Please find FIRST AMERICAN FUNDS' PRIVACY POLICY inside the back cover of this Prospectus.

Fund Summary
Introduction

This section of the prospectus describes the objectives of the Balanced Fund, summarizes the principal investment strategies used by the fund in trying to achieve its objective, 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.

THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION (SAI) DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES IN THE FUND, NOR SHALL ANY SUCH SHARES BE OFFERED OR SOLD TO ANY PERSON IN ANY JURISDICTION IN WHICH AN OFFER, SOLICITATION, PURCHASE, OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.

THE FUND MAY BE OFFERED ONLY TO PERSONS IN THE UNITED STATES. THIS PROSPECTUS SHOULD NOT BE CONSIDERED A SOLICITATION OR OFFERING OF FUND SHARES OUTSIDE THE UNITED STATES.

1
PROSPECTUS - First American Balanced Fund

Fund Summary
Balanced Fund

IMPORTANT NOTICE REGARDING PROPOSED MERGER

The First American Funds' board of directors has approved the merger of Balanced Fund into Strategy Balanced Allocation Fund, a series of First American Strategy Funds, Inc. The merger must be approved by the shareholders of Balanced Fund. It is currently anticipated that proxy materials regarding the merger will be distributed to shareholders sometime during the first quarter of 2009. Until further notice, Balanced Fund will remain open for investment by both current and new shareholders.

OBJECTIVE

Balanced Fund's objective is to maximize total return (capital appreciation plus income).

PRINCIPAL INVESTMENT STRATEGIES

Balanced Fund invests in a balanced portfolio of stocks and bonds. The mix of securities will change based on existing and anticipated market conditions. Over the long term, the fund's asset mix is likely to average approximately 60% equity securities and 40% debt securities. Under normal market conditions, the equity securities portion of the fund's portfolio will be invested primarily (at least 80% of the net assets, plus the amount of any borrowings for investment purposes) in common stocks of large-capitalization companies, mid-capitalization companies, and small-capitalization companies. The advisor will select companies based on a combination of both value and growth objectives, seeking companies it believes offer market opportunity.

Up to 15% of the equity portion of the fund may be invested in non-dollar denominated securities of foreign issuers. In addition, up to 25% of the equity portion of the fund may be invested, collectively, in non-dollar denominated securities of foreign issuers and in dollar-denominated securities of foreign issuers that are either listed on a U.S. stock exchange or represented by depositary receipts that may or may not be sponsored by a domestic bank.

Under normal market conditions, the debt securities portion of the fund's portfolio will be comprised of securities such as: U.S. government securities (securities issued or guaranteed by the U.S. government or its agencies or instrumentalities), mortgage- and asset-backed securities, and corporate debt obligations. Up to 30% of the debt securities portion of the fund's portfolio may be invested collectively in the following categories of debt securities, provided that the fund will not invest more than 20% of the debt securities portion of the fund in any single category:
- securities rated lower than investment grade or unrated securities of comparable quality as determined by the fund's advisor (securities commonly referred to as "high-yield" or "junk bonds"). The fund will not invest in securities rated lower than CCC at the time of purchase or in unrated securities of equivalent quality.
- non-dollar denominated debt obligations of foreign corporations and governments. (The fund may invest the debt securities portion of its portfolio without limitation in U.S. dollar denominated securities of foreign issuers that are not located in emerging market countries.)
- debt obligations issued by governmental and corporate issuers that are located in emerging market countries. A country is considered to have an "emerging market" if it has a relatively low gross national product per capita compared to the world's major economies, and the potential for rapid economic growth, provided that no issuer included in the fund's current benchmark index will be considered to be located in an emerging market country.

The debt securities portion of the fund invests primarily in securities rated investment grade at the time of purchase by a nationally recognized statistical rating organization or in unrated securities of comparable quality. As noted above, however, up to 20% of the debt securities portion of the fund may be invested in securities that are rated lower than investment grade at the time of purchase or that are unrated and of comparable quality. Quality determinations regarding unrated securities will be made by the fund's advisor. Unrated securities will not exceed 25% of the debt securities portion of the fund.

In selecting debt securities for the fund, the advisor uses a "top-down" approach, which begins with the formulation of a general economic outlook. Following this, various sectors and industries are analyzed and selected for investment. This is followed by the selection of individual securities.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate in excess of 100%.

To generate additional income, the fund may invest up to 25% of the debt securities portion of its assets in dollar roll transactions. In a dollar roll transaction, the fund sells mortgage-backed securities for delivery in the current month while contracting with the same party to repurchase similar securities at a future date.

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

The fund may utilize the following derivatives: options; futures contracts; options on futures contracts; interest rate caps and floors; foreign currency contracts; options on foreign currencies; interest rate, total return and credit default swap agreements; and options on the foregoing types of swap agreements. The

2
PROSPECTUS - First American Balanced Fund

Fund Summary
Balanced Fund CONTINUED

fund may use these derivatives in an attempt to manage market risk, currency risk, credit risk and yield curve risk, to manage the effective maturity or duration of securities in the fund's portfolio or for speculative purposes in an effort to increase the fund's yield or to enhance return. The fund may also use derivatives to gain exposure to non-dollar denominated securities markets to the extent it does not do so through direct investments. The use of a derivative is speculative if the fund is primarily seeking to enhance return, rather than offset the risk of other positions. When the fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative's cost.

PRINCIPAL RISKS

The value of your investment in this fund will change daily, which means you could lose money. The principal risks of investing in this fund include:
- Active Management Risk
- Call Risk
- Common Stock Risk
- Credit Risk
- Derivative Instrument Risk
- Dollar Roll Transaction Risk
- Emerging Markets Risk

- Frequent Trading Risk

- Foreign Currency Hedging Transaction Risk
- Income Risk
- Interest Rate Risk
- International Investing Risk
- Mortgage- and Asset-Backed Securities Risk
- Non-Investment Grade Securities Risk
- Securities Lending Risk

See "More About the Fund" for a discussion of these risks.

FUND PERFORMANCE

The bar chart shows you how performance of the fund's Class Y shares has varied from year to year. The performance of the other share classes will differ due to their different expense structures.

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark indices, which are broad measures of market performance. The performance information reflects sales charges and fund expenses; the benchmarks are unmanaged, have no expenses, and are unavailable for investment. For Class Y shares, the table includes returns both before and after taxes. For Class A, Class B, Class C, and Class R shares, the table only includes returns before taxes. After-tax returns for Class A, Class B, Class C, and Class R shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

3
PROSPECTUS - First American Balanced Fund

Fund Summary
Balanced Fund CONTINUED

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class Y)

(BAR CHART)

  4.28%      7.78%     (8.41)%   (11.82)%    18.35%      8.78%      8.25%      9.90%      6.39%    (30.26)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 1999      12.48%
Worst Quarter:
Quarter ended  December 31, 2008     (16.79)%

                                                                                                 Since       Since       Since
AVERAGE ANNUAL TOTAL RETURNS                 Inception                                       Inception   Inception   Inception
AS OF 12/31/08(1)                                 Date   One Year   Five Years   Ten Years   (Class B)   (Class C)   (Class R)
------------------------------------------------------------------------------------------------------------------------------
Balanced Fund
------------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                 1/9/95   (34.25)%      (2.17)%     (0.51)%         N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------------

  Class B (return before taxes)                 3/1/99   (34.30)%      (2.10)%         N/A     (0.17)%         N/A         N/A
------------------------------------------------------------------------------------------------------------------------------

  Class C (return before taxes)                9/24/01   (31.58)%      (1.80)%         N/A         N/A       0.30%         N/A
------------------------------------------------------------------------------------------------------------------------------

  Class R (return before taxes)               11/27/00   (30.54)%      (1.26)%         N/A         N/A         N/A     (1.28)%
------------------------------------------------------------------------------------------------------------------------------

  Class Y (return before taxes)                3/30/92   (30.26)%      (0.81)%      0.32%          N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------------

  Class Y (return after taxes on
  distributions)                                         (30.90)%      (2.08)%     (1.35)%         N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------------

  Class Y (return after taxes on
  distributions and sale of fund shares)                 (19.40)%      (0.88)%     (0.37)%         N/A         N/A         N/A
------------------------------------------------------------------------------------------------------------------------------

Russell 3000 Index(2) (reflects no
deduction for fees, expenses, or taxes)                  (37.31)%      (1.95)%     (0.80)%     (0.78)%       1.05%     (2.52)%
------------------------------------------------------------------------------------------------------------------------------
Barclays Capital Aggregate Bond Index(3)
(reflects no deduction for fees, expenses,
or taxes)                                                  5.24%        4.65%       5.63%       5.89%        5.25%      6.01%

(1)Performance presented prior to 9/24/01 represents that of Firstar Balanced Growth Fund, a series of Firstar Funds, Inc. which, together with Firstar Balanced Income Fund, merged into the fund on that date.

(2)An unmanaged index that measures the performance of the 3,000 largest U.S. companies (98% of the investable U.S. equity market) based on total market capitalization.

(3)An unmanaged fixed income index covering the U.S. investment grade fixed-rate bond market.

4
PROSPECTUS - First American Balanced Fund

Fund Summary
Balanced Fund CONTINUED

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

-------------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                        CLASS A   CLASS B  CLASS C  CLASS R  CLASS Y
-------------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                            5.50%(2)    None     None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                   None(3)    5.00%    1.00%     None     None
-------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
-------------------------------------------------------------------------------------------------------------
  Management Fees                                                0.65%      0.65%    0.65%    0.65%    0.65%
  Distribution and/or Service (12b-1) Fees                       0.25%      1.00%    1.00%    0.50%     None
  Other Expenses                                                 0.40%      0.40%    0.40%    0.40%    0.40%
  Acquired Fund Fees and Expenses(4)                             0.02%      0.02%    0.02%    0.02%    0.02%
  Total Annual Fund Operating Expenses(5,6)                      1.32%      2.07%    2.07%    1.57%    1.07%
  Less Fee Waivers(7)                                           (0.20)%    (0.20)%  (0.20)%  (0.20)%  (0.20)%
  Net Expenses(7)                                                1.12%      1.87%    1.87%    1.37%    0.87%
-------------------------------------------------------------------------------------------------------------

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. The examples assume that contractual fee waivers were in effect throughout the first year of each period (i.e., the entire period for the 1 year period), but were discontinued for the balance of periods longer than 1 year. Although your actual costs and returns may differ, based on these assumptions your costs would be:

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS R       CLASS Y
------------------------------------------------------------------------------------------------------------------------------
 1 year             $  658            $  690            $  190            $  290            $  190        $  139        $   89
------------------------------------------------------------------------------------------------------------------------------
 3 years            $  927            $1,029            $  629            $  629            $  629        $  476        $  320
------------------------------------------------------------------------------------------------------------------------------
 5 years            $1,216            $1,295            $1,095            $1,095            $1,095        $  836        $  571
------------------------------------------------------------------------------------------------------------------------------
10 years            $2,036            $2,192            $2,192            $2,384            $2,384        $1,850        $1,288

(3)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge.

(7)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010 so that total annual fund operating expenses, after waivers and excluding acquired fund fees and expenses, do not exceed 1.10%, 1.85%, 1.85%, 1.35%, and 0.85%, respectively, for Class A, Class B, Class C, Class R, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

5
PROSPECTUS - First American Balanced Fund

More About the Fund

Investment Strategies, Risks, and Other Investment Matters

OBJECTIVES

The fund's objective, which is described in the "Fund Summary" section, may be changed without shareholder approval. If the fund's objective changes, you will be notified at least 60 days in advance. Please remember, there is no guarantee that the fund will achieve its objective.

INVESTMENT STRATEGIES

The fund's principal 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. This section provides information about some additional non-principal strategies that the fund's investment advisor may use 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 800 677-FUND.

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. Being invested in these securities may keep the fund from participating in a market upswing and prevent the fund from achieving its investment objective.

Effective Maturity and Effective Duration. The fund normally attempts to maintain a weighted average effective maturity for the debt securities in its portfolio of 15 years or less. Effective maturity differs from actual stated or final maturity, which may be substantially longer. In calculating effective maturity, the advisor estimates the effect of expected principal payments and call provisions on securities held in the portfolio. Effective maturity provides the advisor with a better estimate of interest rate risk under normal market conditions, but may underestimate interest rate risk in an environment of adverse (rising) interest rates.

The fund normally also attempts to maintain an average effective duration of three to eight years for the debt securities portion of its portfolio. Effective duration, another measure of interest rate risk, measures how much the value of a security is expected to change with a given change in interest rates. The longer a security's effective duration, the more sensitive its price to changes in interest rates. For example, if interest rates were to increase by one percentage point, the market value of a bond with an effective duration of five years would decrease by 5%, with all other factors being constant. However, all other factors are rarely constant. Effective duration is based on assumptions and subject to a number of limitations. It is most useful when interest rate changes are small, rapid and occur equally in short-term and long-term securities. In addition, it is difficult to calculate precisely for bonds with prepayment options, such as mortgage- and asset-backed securities, because the calculation requires assumptions about prepayment rates.

PRINCIPAL RISKS

The principal risks of investing in the fund are identified in the "Fund Summary" section. These risks are described below.

Active Management Risk. 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 objective. Due to its active management, the fund could underperform other mutual funds with similar investment objectives.

Call Risk. The fund's investments in debt securities are subject to 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 the fund's income.

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 an investment contract 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 the fund purchases unrated securities, it will depend on the advisor's analysis of credit risk without the assessment of an independent rating organization, such as Moody's or S&P.

6
PROSPECTUS - First American Balanced Fund

More About the Fund
Investment Strategies, Risks, and Other Investment Matters continued

a loss substantially greater than the fund's initial investment in that instrument; and the risk that the counterparty will fail to perform its obligations, which could leave the fund worse off than if it had not entered into the position. If the fund uses derivative instruments and the advisor's judgment proves incorrect, the fund's performance could be worse than if it had not used these instruments.

Dollar Roll Transaction Risk. In a dollar roll transaction, the fund sells mortgage-backed securities for delivery in the current month while contracting with the same party to repurchase similar securities at a future date. Because the fund gives up the right to receive principal and interest paid on the securities sold, a mortgage dollar roll transaction will diminish the investment performance of the fund unless the difference between the price received for the securities sold and the price to be paid for the securities to be purchased in the future, plus any fee income received, exceeds any income, principal payments and appreciation on the securities sold as part of the mortgage dollar roll. Whether mortgage dollar rolls will benefit the fund may depend upon the advisor's ability to predict mortgage prepayments and interest rates. In addition, the use of mortgage dollar rolls by the fund increases the amount of the fund's assets that are subject to market risk, which could increase the volatility of the price of the fund's shares.

Emerging Markets Risk. The fund may invest in equity securities of emerging markets issuers. The risks of international investing are particularly significant in emerging markets. Investing in emerging markets generally involves exposure to economic structures that are less diverse and mature, and to political systems that are less stable, than those of developed countries. In addition, issuers in emerging markets typically are subject to a greater degree of change in earnings and business prospects than are companies in developed markets.

Foreign Currency Hedging Transaction Risk. In order to hedge against adverse movements in currency exchange rates, the fund may enter into forward foreign currency exchange contracts. If the advisor's forecast of exchange rate movements is incorrect, the fund may realize losses on its foreign currency transactions. In addition, the fund's hedging transactions may prevent the fund from realizing the benefits of a favorable change in the value of foreign currencies.

Frequent Trading Risk. Frequent trading of fund securities may produce capital gains, which are taxable to shareholders when distributed. Frequent trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities, which may detract from the fund's performance. The "Financial Highlights" section of this prospectus shows the historical portfolio turnover rate for the fund.

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" above, or prepaid, see "Mortgage- and Asset- Backed Securities Risk" below) in lower-yielding securities.

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. One measure of interest rate risk is effective duration, explained above in "Investment Strategies."

International Investing Risk. The fund may invest in equity securities that trade in markets other than the United States. To the extent the fund is allowed to invest in depositary receipts, the fund will be subject to the same risks as other foreign securities in which the fund may invest, unless otherwise noted below. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt. International investing involves risks not typically associated with U.S. investing. These risks include:

Foreign Tax Risk. The fund's income from foreign issuers may be subject to non- U.S. withholding taxes. In some countries, the fund also may be subject to taxes on trading profits and, on certain securities transactions, transfer or stamp duties tax. To the extent foreign income taxes are paid by the fund, U.S. shareholders may be entitled to a credit or deduction for U.S. tax purposes.

7
PROSPECTUS - First American Balanced Fund

More About the Fund
Investment Strategies, Risks, and Other Investment Matters continued

investors concerning non-U.S. issuers. Accounting and financial reporting standards in emerging markets may be especially lacking.

Mortgage- and Asset-Backed Securities Risk. Mortgage-backed securities in which the fund may invest are secured by and payable from pools of mortgage loans. Similarly, asset-backed securities in which the fund may invest are supported by obligations such as automobile loans or home equity loans. These mortgages and other obligations generally can be prepaid at any time without penalty. As a result, mortgage- and asset-backed securities are subject to prepayment risk, which is the risk that falling interest rates could cause prepayments of the securities to occur more quickly than expected. This occurs because, as interest rates fall, more homeowners refinance the mortgages underlying mortgage-related securities or prepay the debt obligations underlying asset-backed securities. The fund must reinvest the prepayments at a time when interest rates are falling, reducing the income of the fund. In addition, when interest rates fall, prices on mortgage- and asset-backed securities may not rise as much as for other types of comparable debt securities because investors may anticipate an increase in prepayments.

Mortgage- and asset-backed securities are also subject to extension risk, which is the risk that rising interest rates could cause the mortgages or other obligations underlying the securities to be prepaid more slowly than expected, resulting in slower prepayments of the securities. This would, in effect, convert a short- or medium-duration mortgage- or asset-backed security into a longer-duration security, increasing its sensitivity to interest rate changes and causing its price to decline.

Non-Investment Grade Securities Risk. The fund may invest in securities which are rated lower than investment grade. These securities, which are commonly called "high-yield" securities or "junk bonds," generally have more volatile prices and carry more risk to principal than investment grade securities. High- yield securities may be more susceptible to real or perceived adverse economic conditions than investment grade securities. In addition, the secondary trading market may be less liquid.

Securities Lending Risk. 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.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's SAI.

8
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares

GENERAL

You may purchase, redeem, or exchange shares of the fund on any day when the New York Stock Exchange (NYSE) is open, except that shares cannot be purchased by wire transfer on days that federally chartered banks are closed. Purchases, redemptions and exchanges may be restricted in the event of an early or unscheduled close of the NYSE, as permitted by the Securities and Exchange Commission (SEC).

The fund has authorized certain investment professionals and financial institutions ("financial intermediaries") to accept purchase, redemption, or exchange orders on its behalf. Your purchase or redemption price will be based on the net asset value (NAV) per share next calculated by the fund after your order is received by the fund or an authorized financial intermediary in proper form. Exchanges are also made at the NAV per share next calculated by the fund after your exchange request is received in proper form. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Calculating Net Asset Value" below. Contact your financial intermediary to determine the time by which it must receive your order to be assured same day processing. To make sure your order is in proper form, you must follow the instructions set forth below under "Purchase, Redemption, and Exchange Procedures."

CHOOSING A SHARE CLASS

The fund issues its shares in five classes with each class having a different cost structure. As noted below, only certain eligible investors can purchase Class R and Class Y shares of the fund, whereas Class A and Class C shares (the "Retail Share Classes") are generally available to investors. You should decide which share class best suits your needs.

Effective at the close of business on June 30, 2008 (the "Closing Date"), no new or additional investments, including investments through any systematic investment plan, were allowed in Class B shares of the First American funds, except through permitted exchanges. Existing shareholders of Class B shares may continue to hold their Class B shares, exchange their Class B shares for Class B shares of another First American fund (as permitted by existing exchange privileges), and redeem their Class B shares as described in the prospectus. Any dividends or capital gains on Class B shares of a fund will be reinvested in Class B shares of the fund at net asset value, unless you have otherwise chosen to receive distributions in cash. For Class B shares outstanding as of the Closing Date, all Class B share attributes, including the 12b-1 fee, contingent deferred sales charge schedule, and conversion feature remain unchanged. Class B shareholders wishing to make additional investments in the fund's shares are permitted to invest in other classes of the fund, subject to the pricing and eligibility requirements of those classes.

Eligibility to Invest in Class R and Class Y Shares

Class Share Overview

                                   Contingent Deferred
                 Front-End Sales       Sales Charge         Annual 12b-1 Fees
                  Charge (FESC)           (CDSC)         (as a % of net assets)
-------------------------------------------------------------------------------
Class A                5.50%(1)            None(2)                0.25%
Class B(3)             None                5.00%(4)               1.00%
Class C(5)             None                1.00%(6)               1.00%
Class R                None                None                   0.50%
Class Y                None                None                   None
-------------------------------------------------------------------------------

(1)The FESC is reduced for larger purchases. See "Determining Your Share Price -- Class A Shares" below.

(2)Class A share investments of $1 million or more on which no FESC is paid may be subject to a 1.00% CDSC.

(3)Class B shares automatically convert to Class A shares eight years after purchase, which reduces future annual expenses since Class A shares have lower annual expenses.

(5)Class C shares do not convert to Class A shares so they will continue to have higher annual expenses than Class A shares for as long as you hold them.

(6)A 1.00% CDSC applies if you redeem your Class C shares within 12 months of purchase.

9
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

DETERMINING YOUR SHARE PRICE

Class A Shares

                                       Sales Charge
                              -----------------------------
                               As a %               As a %
                                 of                 of Net
                              Offering              Amount
Purchase Amount                 Price              Invested
-----------------------------------------------------------
Less than $50,000               5.50%                5.82%
50,000 - $99,999                4.50%                4.71%
$100,000 - $249,999             3.50%                3.63%
$250,000 - $499,999             2.50%                2.56%
$500,000 - $999,999             2.00%                2.04%
$1 million and over             0.00%                0.00%

More information on these ways to reduce your sales charge appears in the SAI.

Purchasing Class A Shares Without a Sales Charge. The following persons may purchase the fund's Class A shares at net asset value without a sales charge:

- directors, advisory board members, full-time employees and retirees of the advisor and its affiliates.
- current and retired officers and directors of the funds.

10
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

- group retirement and employee benefit plans.

You must notify the funds or your financial intermediary if you are eligible to purchase Class A shares without a sales charge.

Class B Shares

Effective at the close of business on June 30, 2008, no new or additional investments were allowed in Class B shares of the First American funds as described above under "Choosing a Share Class."

                        CDSC as a % of the value
Year since purchase               of your shares
------------------------------------------------
First                                      5.00%
Second                                     5.00%
Third                                      4.00%
Fourth                                     3.00%
Fifth                                      2.00%
Sixth                                      1.00%
Seventh                                    0.00%
Eighth                                     0.00%

The CDSC you pay may differ slightly from the amount set forth above because of rounding that occurs in the calculation used to determine your CDSC.

Class C Shares

11
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

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.

Retirement Plan Availability of Class C Shares

Waiving Contingent Deferred Sales Charges

CDSCs on Class A, Class B, and Class C share redemptions will be waived for:

Class R and Class Y Shares

Your purchase price for Class R and Class Y shares is their net asset value. These share classes do not have a front-end sales charge or a CDSC.

12B-1 FEES

The fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act that allows the fund to pay its distributor an annual fee for the distribution and sale of its shares and/or for services provided to shareholders. The fund does not pay 12b-1 fees on Class Y shares. The 12b-1 fees paid by the fund are designated as distribution fees and/or shareholder servicing fees, as described here.

                                    Annual 12b-1 Fees
                               (as a percentage of average
                                    daily net assets)
                             ------------------------------
                                                Shareholder
                             Distribution        Servicing
                                  Fee               Fee
-----------------------------------------------------------
Class A                          None               0.25%
Class B                          0.75%              0.25%
Class C                          0.75%              0.25%
Class R                          0.25%              0.25%
Class Y                          None               None

Because 12b-1 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.

COMPENSATION PAID TO FINANCIAL INTERMEDIARIES

The fund's distributor receives any front-end sales charge or CDSC that you pay and any 12b-1 fees paid by the fund. From this revenue, the distributor will pay financial intermediaries for the services they provide. The fund's advisor and/or distributor may make additional payments to intermediaries from their own assets, as described below under "Additional Payments to Financial Intermediaries."

Sales Charge Reallowance

The distributor pays (or "reallows") a portion of the front-end sales charge on Class A shares to your financial intermediary, as follows:

                                  Maximum Reallowance
                                       as a % of
Purchase Amount                      Purchase Price
-----------------------------------------------------
Less than $50,000                        5.00%
$50,000 - $99,999                        4.00%
$100,000 - $249,999                      3.25%
$250,000 - $499,999                      2.25%
$500,000 - $999,999                      1.75%
$1 million and over                      0.00%

Sales Commissions

There is no initial sales charge on Class A share purchases of $1 million or more. However, your financial intermediary may receive a commission of up to 1.00% on your purchase. Although you pay no front-end sales charge when you buy Class C shares, the fund's distributor pays a sales commission of 1.00% of the amount invested to intermediaries selling Class C shares.

12b-1 Fees

The fund's distributor uses the 12b-1 shareholder servicing fee to compensate financial intermediaries for administrative services performed on behalf of the intermediaries' customers. These intermediaries receive shareholder servicing fees of up to 0.25% of the fund's Class A, Class B, Class C, and Class R share average daily net assets attributable to shares sold through them. For Class A and Class R shares, the distributor begins to pay shareholder servicing fees to these intermediaries immediately after you purchase shares. For Class B and Class C shares, the distributor begins to pay shareholder servicing fees to these intermediaries one year after you purchase shares, but only if you continue to hold the shares at that time.

12
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

The fund's distributor uses the 12b-1 distribution fee to compensate financial intermediaries for the sale of fund shares to their customers. The fund's distributor pays intermediaries that sell Class C shares a 0.75% annual distribution fee beginning one year after the shares are sold. The fund's distributor pays intermediaries that sell Class R shares a 0.25% annual distribution fee beginning immediately after you purchase shares. The fund's distributor retains the Class B share 0.75% annual distribution fee in order to finance the payment of sales commissions to intermediaries that sold Class B shares.

In all cases, intermediaries continue to receive 12b-1 fees for as long as you hold fund shares.

Additional Payments to Financial Intermediaries

You can ask your financial intermediary for information about any payments it receives from the advisor and/or the distributor and from the fund, and any services your intermediary provides, as well as about fees and/or commissions your intermediary charges. You can also find more details about payments made by the advisor, and/or the distributor in the fund's SAI.

PURCHASE, REDEMPTION, AND EXCHANGE PROCEDURES

Purchasing Class A, Class B, and Class C Shares

You can become a shareholder in the fund by making a minimum initial investment of $2,500 ($2,000 for Coverdell Education Savings Accounts). The minimum additional investment is $100.

The fund reserves the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order.

By Phone. You can purchase shares by calling your financial intermediary, if it has a sales agreement with the funds' distributor. Once the initial minimum investment has been made, you can also place purchase orders in amounts equal to or greater than the minimum additional investment amount by calling Investor Services at 800 677-FUND. Funds will be transferred electronically from your bank account through the Automated Clearing House (ACH) network. Before making a purchase by electronic funds transfer, you must submit a new account form to the fund and elect this option. Be sure to include all of your banking information on the form.

By Wire. You can purchase shares by making a wire transfer from your bank. Before making an initial investment by wire, you must submit a new account form to the fund. After receiving your form, a service representative will contact you with your account number and wiring instructions. Your order will be priced at the next NAV, or public offering price as applicable based on your share class, calculated after the fund's custodian receives your payment by wire. Before making any additional purchases by wire, you should call Investor Services at 800 677-FUND. You cannot purchase shares by wire on days when federally chartered banks are closed.

PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging 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:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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

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

- by having $100 or more automatically withdrawn from your bank account on a periodic basis and invested in fund shares, or

- through automatic monthly exchanges of your First American fund into another First American fund of the same class.

You may apply for participation in either of these programs through your financial intermediary or by calling Investor Services at 800 677-FUND.

Redeeming Class A, Class B, and Class C Shares

When you redeem shares, the proceeds are normally sent on the next business day, but in no event more than seven days, after your request is received in proper form.

By Phone. If you purchased shares through a financial intermediary, simply call them to redeem your shares.

If you did not purchase shares through a financial intermediary, you may redeem your shares by calling Investor Services at 800 677-FUND. Proceeds can be wired to your bank account (if you have previously supplied your bank account information to the fund) or sent to you by check. The fund charges a $15 fee for wire redemptions, but has the right to waive this fee for shares redeemed through certain financial intermediaries and by certain individuals. Proceeds also can be sent directly to your bank or brokerage account via electronic funds transfer if your bank or brokerage firm is a member of the ACH network. Credit is usually available within 2-3 business days. The First American Funds reserve the right to limit telephone redemptions to $50,000 per account per day.

By Mail. To redeem shares by mail, send a written request to your financial intermediary, or to the fund at the following address:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

After you have established your account, signatures on a written request must be guaranteed if:

- you would like redemption proceeds to be paid to any person, address, or bank account other than that on record.

- you would like the redemption check mailed to an address other than those on the fund's records, or you have changed the address on the fund's records within the last 30 days.

- your redemption request is in excess of $50,000.
- bank information related to an automatic investment plan, telephone purchase or telephone redemption is changed.

In addition to the situations described above, the fund reserves the right to require a signature guarantee in other instances based on the circumstances of a particular situation.

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

By Wire. You can call or write to have redemption proceeds sent to a bank account. See the policies for redeeming shares by phone or by mail. Before requesting to have redemption

14
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

proceeds sent to a bank account, please make sure the fund has your bank account information on file. If the fund does not have this information, you will need to send written instructions with your bank's name and a voided check or pre- printed savings account deposit slip. You must provide written instructions signed by all fund and bank account owners, and each individual must have their signature guaranteed.

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

Exchanging Class A, Class B, and Class C Shares

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

Generally, you may exchange your shares only for the same class of shares of the other fund, with certain exceptions, including:

- 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 purchase Class Y shares.

- If you are no longer eligible to hold Class Y shares, you may exchange your shares for Class A shares at net asset value. Class A shares have higher expenses than Class Y 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 fund has the right to limit exchanges that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

By Phone. If both funds have identical shareholder registrations, you may exchange shares by calling your financial intermediary or by calling the funds directly at 800 677-FUND.

Purchasing, Redeeming, and Exchanging Class R Shares

Eligible retirement plans generally may open an account and purchase Class R shares by contacting any financial intermediary or plan administrator authorized to sell the fund's shares. Participants in retirement plans generally must contact the plan's administrator to purchase, redeem or exchange shares.

Share purchases by eligible retirement plans are generally made by wire transfer. You cannot purchase shares by wire on days when federally chartered banks are closed.

Purchase orders and redemption requests from a retirement plan or participant in the plan must be received by the financial intermediary or plan administrator by the time specified by that institution to be assured same day processing. In order for shares to be purchased or sold at that day's price, the fund must receive the purchase order or redemption request from the financial intermediary or plan administrator by 3:00 p.m. Central time. It is the responsibility of the financial intermediary or plan administrator to promptly transmit orders to the funds.

If the fund receives a redemption request by 3:00 p.m. Central time, payment of the 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.

15
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Before exchanging into any fund, be sure to read its prospectus carefully. The fund may change or cancel its exchange policies, or the funds offered through your retirement plan may change, at any time. You will be notified of any changes. The fund has the right to limit exchanges that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

Purchasing, Redeeming, and Exchanging Class Y Shares

You may purchase or redeem shares by calling your financial intermediary. When purchasing shares, payment must generally be made by wire transfer, which can be arranged by your financial intermediary. You cannot purchase shares by wire on days when federally chartered banks are closed. The fund reserves the right to impose minimum investment amounts on clients of financial intermediaries that charge the fund or the advisor transaction or recordkeeping fees.

To exchange your shares, call your financial intermediary.

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 fund has the right to limit exchanges that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

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

ADDITIONAL INFORMATION ON PURCHASING, REDEEMING, AND EXCHANGING SHARES

Calculating Net Asset Value

The fund generally calculates its NAV as of 3:00 p.m. Central time every day the New York Stock Exchange is open. The fund does not calculate its NAV on national holidays, or any other days, on which the NYSE is closed for trading.

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.

Investments and other assets will be valued at their market values. For securities traded on an exchange, we receive the price as reported by the exchange from one or more independent pricing services that have been approved by the fund's board of directors. These independent pricing services also provide security valuations for certain other investments not traded on an exchange. 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 procedures approved by the funds' board of directors. Under these procedures, fair values are generally determined by a pricing committee appointed by the board of directors. The types of securities for which such fair value pricing might be required include, but are not limited to:

Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. Fair value determinations can also involve reliance on quantitative models employed by a fair value pricing service. There can be no assurance that the fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the fund determines its NAV per share.

Short-Term Trading of Fund Shares

The fund discourages purchases and redemptions of its shares in response to short-term fluctuations in the securities markets. The fund's board of directors has adopted policies and procedures designed to detect and deter short-term trading in the fund's shares that may disadvantage long-term fund shareholders. These policies are described below. The fund will not knowingly

16
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

accommodate trading in the fund's shares in violation of these policies.

Risks Associated with Short-Term Trading. Short-term trading in the fund's shares, particularly in larger amounts, may be detrimental to long-term shareholders of the fund. Depending on various factors, including the size of a fund, the amount of assets the fund typically maintains in cash or cash equivalents, the dollar amount and number and frequency of trades, and the types of securities in which the fund typically invests, short-term trading may interfere with the efficient management of the fund's portfolio, increase the fund's transaction costs, administrative costs and taxes, and/or impact the fund's performance.

In addition, the nature of the fund's portfolio holdings may allow a shareholder engaging in a short-term trading strategy to take advantage of possible delays between the change in the value of the fund's portfolio holdings and the reflection of that change in the net asset value of the fund's shares. Such a delay may occur in funds that have significant investments in foreign securities, where the value of those securities is established some time before the fund calculates its own share price, or in funds that hold significant investments in small-cap securities, high-yield (junk) bonds and other types of investments that may not be frequently traded. This type of short-term trading is sometimes referred to as "arbitrage market timing," and there is the possibility that such trading may dilute the value of fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

Short-Term Trading Policies. The fund's advisor monitors trading in fund shares in an effort to identify short-term trading activity that may disadvantage long- term shareholders. Only transactions that exceed a certain dollar threshold that has been determined to be potentially disruptive to the management of the fund are subject to monitoring. It is the policy of the fund to permit no more than one round trip by an investor during any 90-calendar-day period. A round trip is defined as a purchase into or redemption out of a fund (including purchases or redemptions accomplished by an exchange) paired with an opposite direction redemption out of or purchase into the same fund within 10 calendar days, in a dollar amount that exceeds the monitoring threshold. If the advisor determines that a shareholder has made more than one round trip during any 90-calendar-day period, the shareholder conducting such trading will, in less serious instances, be given an initial warning to discontinue such trading. In more serious instances (generally involving larger dollar amounts), or in the case of a second violation after an initial warning has been given, the shareholder may be temporarily or permanently barred from making future purchases into one or all of the funds or, alternatively, the funds may limit the amount, number or frequency of any future purchases and/or the method by which the shareholder may request future purchases (including purchases by an exchange or transfer between the fund and any other fund). In addition to the foregoing sanctions, the fund reserves the right to reject any purchase order at any time and for any reason, without prior written notice. The fund also reserves the right to revoke the exchange privileges of any person at any time and for any reason. In making determinations concerning the rejection of purchase orders and the revocation of exchange privileges, and in considering which sanctions to impose, the fund may consider an investor's trading history in any of the First American Funds, in non-First American mutual funds, or in accounts under a person's common ownership or control.

Certain transactions are not subject to the fund's short-term trading policies. These include transactions such as systematic redemptions and purchases; retirement plan contributions, loans and distributions (including hardship withdrawals); purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA re-characterizations; regular portfolio re- balancings in fee-based programs of registered investment advisors, financial planners and registered broker-dealers; and similar transactions.

Fund shares are frequently held through omnibus account arrangements, whereby a broker-dealer, investment advisor, retirement plan sponsor or other financial intermediary maintains an omnibus account with the fund for trading on behalf of its customers. The fund generally seeks to apply its short-term trading policies and procedures to these omnibus account arrangements, and monitor trading activity at the omnibus account level to attempt to identify disruptive trades. Under agreements that the fund (or the fund's distributor) has entered into with intermediaries, the fund may request transaction information from intermediaries at any time in order to determine whether there has been short-term trading by the intermediaries' customers. The fund will request that the intermediary provide individual account level detail (or participant level detail in the case of retirement plans) to the fund if more than one round trip in any 90 day period is detected at the omnibus or plan level and such round trips appear to be (a) attributable to an individual shareholder or plan participant and (b) potentially detrimental to the fund and its shareholders based on such factors as the time between transactions, the size of the transactions and the type of fund involved. If short-term trading is detected at the individual account or participant level, the fund will request that the intermediary take appropriate action to curtail the activity. If the intermediary does not take action, the funds will take such steps as are reasonably practicable to curtail the excessive trading, including terminating the relationship with the intermediary if necessary. An intermediary may apply its own short-term trading policies and procedures, which may be more or less restrictive than the fund's policies and procedures. If you purchase or sell fund shares through an intermediary, you should contact them to determine whether they impose different requirements or restrictions.

17
PROSPECTUS - First American Balanced Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Telephone Transactions

The fund and its 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 fund and its agents will each follow reasonable procedures to confirm that instructions received by telephone are genuine, which may include taping telephone conversations.

Once a telephone transaction has been placed, it cannot be canceled or modified.

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

Accounts with Low Balances

The fund reserves the right to liquidate or assess a low balance fee to any account holding a balance that is less than the account balance minimum of $500 for any reason, including market fluctuation.

If the fund elects to liquidate or assess a low balance fee, then annually, on or about the second Wednesday of August, the fund will assess a $15 low balance fee to certain retirement accounts, education savings plans, and UGMA/UTMA accounts that have balances under the account balance minimum. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Such shareholders will receive a communication reminding them of this scheduled action in their second quarter account statements, thereby providing time to ensure that balances are at or above the account balance minimum prior to the assessment of the low balance fee or liquidation of low balance accounts.

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, if you redeem more than $250,000 of the fund's assets within a 30- day period, the fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of securities from the fund's portfolio instead of cash. The advisor 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. In addition, you will bear the market risk associated with these securities until their disposition.

18
PROSPECTUS - First American Balanced Fund

Policies and Services

Managing Your Investment

STAYING INFORMED

Shareholder Reports

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 800 677-FUND.

Statements and Confirmations

Statements summarizing activity in your account are mailed quarterly. Confirmations generally are mailed following each purchase or sale of fund shares, but some transactions, such as systematic purchases and dividend reinvestments, are reported on your account statement. Generally, the fund does not send statements for shares held in a brokerage account or to individuals who have their shares held in an omnibus account, such as retirement plan participants. Please review your statements and confirmations as soon as you receive them and promptly report any discrepancies to your financial intermediary or to Investor Services at 800 677-FUND.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income are normally declared and paid quarterly for the fund. Any capital gains are normally 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.

TAXES

Some of the tax consequences of investing in the fund are discussed below. More information about taxes is in the SAI. 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 paid from the net investment income of the fund may constitute "qualified dividends" taxable at the same rate as long-term capital gains (currently subject to a maximum rate of 15%). The fund will inform its shareholders of the portion of its dividends (if any) that constitutes "qualified dividends." Dividends paid from the fund's net investment income that do not constitute "qualified dividends" and dividends paid from 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's income from foreign issuers may be subject to withholding and other taxes imposed by foreign countries.

Taxes on Transactions

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

Considerations for Retirement Plan Clients

A plan participant whose retirement plan invests in the fund generally is not taxed on fund dividends or distributions received by the plan or on sales or exchanges of fund shares by the plan for federal income tax purposes. However, distributions to plan participants from a retirement plan generally are taxable to plan participants as ordinary income. You should consult your tax professional about federal, state and local tax considerations.

More information about tax considerations that may affect the fund and its shareholders appears in the fund's SAI.

19
PROSPECTUS - First American Balanced Fund

Additional Information

Management

FAF Advisors, Inc. is the fund's investment advisor. FAF Advisors provides investment management services to individuals and institutions, including corporations, foundations, pensions, and retirement plans. As of December 31, 2008, FAF Advisors had more than $106 billion in assets under management, including investment company assets of more than $93 billion. As investment advisor, FAF Advisors manages the fund's business and investment activities, subject to the authority of the fund's board of directors.

The fund pays the investment advisor a monthly management fee for providing investment advisory services equal, on an annual basis, to 0.45% of the fund's average daily net assets, after taking into account any fee waivers, for the fund's most recently completed fiscal year.

A discussion regarding the basis for the board's approval of the fund's investment advisory agreement appears in the fund's annual report to shareholders for the fiscal year ended October 31, 2008.

Direct Correspondence to:

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

Investment Advisor

FAF Advisors, Inc.
800 Nicollet Mall
Minneapolis, MN 55402

Distributor

Quasar Distributors, LLC
615 E. Michigan Street
Milwaukee, WI 53202

ADDITIONAL COMPENSATION

FAF Advisors, U.S. Bank National Association (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 First American Funds. As described above, FAF Advisors receives compensation for acting as the fund's investment advisor. FAF Advisors, U.S. Bank and their affiliates also receive compensation from the funds as set forth below.

Administration Services. FAF Advisors and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the fund's administrator and sub- administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, the fund pays FAF Advisors the fund's pro rata portion of up to 0.25% of the aggregate average daily net assets of all open-end funds in the First American family of funds. FAF Advisors pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the fund may reimburse FAF Advisors for any out-of-pocket expenses incurred in providing administration services.

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund's average daily net assets.

Transfer Agency Services. Fund Services provides transfer agency and dividend disbursing services, as well as certain shareholder services, to the fund. Fund Services receives fees for transfer agency and dividend disbursing services on a per shareholder account basis, subject to a minimum fee per share class. In addition, the fund may reimburse Fund Services for any out-of-pocket expenses incurred in providing transfer agency services.

Distribution Services. Quasar Distributors, LLC, an affiliate of FAF Advisors, receives distribution and shareholder servicing fees for acting as the fund's distributor.

Securities Lending Services. In connection with lending its portfolio securities, the fund pays fees to U.S. Bank of up to 25% of the fund's net income from these securities lending transactions. In addition, collateral for securities on loan will be invested in a money market fund administered by FAF Advisors and FAF Advisors will receive an administration fee equal to 0.02% of such fund's average daily net assets.

Other Compensation. To the extent that fund shares are held through U.S. Bank or its broker-dealer affiliate, U.S. Bancorp Investments, Inc., those entities may receive distribution and/or shareholder servicing fees from the fund's distributor as well as other payments from the fund's distributor and/or advisor as described above under "Policies and Services -- Purchasing, Redeeming, and Exchanging Shares -- Compensation Paid to Financial Intermediaries -- Additional Payments to Financial Intermediaries."

PORTFOLIO MANAGEMENT

The portfolio managers primarily responsible for the fund's management are:

Jose ("Tony") A. Rodriguez, Senior Managing Director, Head of Fixed Income. Mr. Rodriguez has co-managed the fund since July 2004. He entered the financial services industry in 1984 and joined FAF Advisors in 2002.

David A. Chalupnik, CFA, Senior Managing Director, Head of Equities. Mr. Chalupnik has co-managed the fund since July 2004. Mr. Chalupnik entered the financial services industry in 1984 and joined FAF Advisors in 2002.

David R. Cline, Senior Equity Portfolio Manager. Mr. Cline has co-managed the fund since April 2003. Mr. Cline entered the financial services industry when he joined FAF Advisors in 1989.

The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of securities in the funds.

20
PROSPECTUS - First American Balanced Fund

Additional Information

Financial Highlights

The tables that follow present performance information about the Class A, Class B, Class C, Class R, and Class Y shares of the fund. This information is intended to help you understand the fund's financial performance for the past five years. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables represent the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

Balanced Fund

                                                                                                               Fiscal year
                                                                                      Fiscal period               ended
                                                Fiscal year ended October 31,             ended               September 30,
                                                                                       October 31,
CLASS A SHARES                               2008(1)       2007(1)       2006(1)        2005(1,2)         2005(1)       2004(1)
-------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period         $ 12.44      $  12.27      $  11.27         $  11.43        $  10.12      $   9.47
                                             -------      --------      --------         --------        --------      --------

Investment Operations:
 Net Investment Income                          0.32          0.22          0.20             0.01            0.15          0.13
 Realized and Unrealized Gains
  (Losses) on Investments                      (3.57)         1.04          1.00            (0.17)           1.31          0.66
                                             -------      --------      --------         --------        --------      --------
 Total From Investment Operations              (3.25)         1.26          1.20            (0.16)           1.46          0.79
                                             -------      --------      --------         --------        --------      --------

Less Distributions:
 Dividends (from net investment
  income)                                      (0.33)        (0.21)        (0.20)              --           (0.15)        (0.14)
 Distributions (from net realized
  gains)                                       (1.25)        (0.88)           --               --              --            --
                                             -------      --------      --------         --------        --------      --------
 Total Distributions                           (1.58)        (1.09)        (0.20)              --           (0.15)        (0.14)
                                             -------      --------      --------         --------        --------      --------
Net Asset Value, End of Period               $  7.61      $  12.44      $  12.27         $  11.27        $  11.43      $  10.12
                                             =======      ========      ========         ========        ========      ========
Total Return(3)                               (29.47)%       10.97%        10.73%           (1.40)%         14.51%         8.39%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $61,222      $103,818      $106,565         $112,557        $114,388      $119,292
Ratio of Expenses to Average Net Assets         1.10%         1.10%         1.10%            1.10%           1.06%         1.05%
Ratio of Net Investment Income to
 Average Net Assets                             3.12%         1.79%         1.67%            0.90%           1.35%         1.27%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.30%         1.24%         1.23%            1.21%           1.21%         1.19%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                       2.92%         1.65%         1.54%            0.79%           1.20%         1.13%
Portfolio Turnover Rate                          143%          144%          143%              12%            147%          110%
-------------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

21
PROSPECTUS - First American Balanced Fund

Additional Information
Financial Highlights continued

BALANCED FUND (CONTINUED)

                                                                                                             Fiscal year
                                                                                       Fiscal period            ended
                                                    Fiscal year ended October 31,          ended            September 30,
                                                                                        October 31,
CLASS B SHARES                                     2008(1)     2007(1)     2006(1)       2005(1,2)       2005(1)     2004(1)
----------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period               $ 12.34      $12.18     $ 11.18        $ 11.34        $ 10.04     $  9.41
                                                   -------      ------     -------        -------        -------     -------

Investment Operations:
 Net Investment Income                                0.24        0.13        0.11             --           0.07        0.05
 Realized and Unrealized Gains (Losses) on
  Investments                                        (3.54)       1.03        1.00          (0.16)          1.30        0.65
                                                   -------      ------     -------        -------        -------     -------
 Total From Investment Operations                    (3.30)       1.16        1.11          (0.16)          1.37        0.70
                                                   -------      ------     -------        -------        -------     -------

Less Distributions:
 Dividends (from net investment income)              (0.25)      (0.12)      (0.11)            --          (0.07)      (0.07)
 Distributions (from net realized gains)             (1.25)      (0.88)         --             --             --          --
                                                   -------      ------     -------        -------        -------     -------
 Total Distributions                                 (1.50)      (1.00)      (0.11)            --          (0.07)      (0.07)
                                                   -------      ------     -------        -------        -------     -------
Net Asset Value, End of Period                     $  7.54      $12.34     $ 12.18        $ 11.18        $ 11.34     $ 10.04
                                                   =======      ======     =======        =======        =======     =======
Total Return(3)                                     (30.02)%     10.08%       9.93%         (1.41)%        13.64%       7.46%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $ 4,422      $8,212     $13,809        $19,409        $20,657     $28,101
Ratio of Expenses to Average Net Assets               1.85%       1.85%       1.85%          1.85%          1.81%       1.80%
Ratio of Net Investment Income to Average Net
 Assets                                               2.37%       1.06%       0.92%          0.15%          0.60%       0.54%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  2.05%       1.99%       1.98%          1.96%          1.96%       1.94%
Ratio of Net Investment Income to Average Net
 Assets (excluding waivers)                           2.17%       0.92%       0.79%          0.04%          0.45%       0.40%
Portfolio Turnover Rate                                143%        144%        143%            12%           147%        110%
----------------------------------------------------------------------------------------------------------------------------

CLASS C SHARES
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period               $ 12.42      $12.25     $ 11.22        $ 11.38        $ 10.08     $  9.44
                                                   -------      ------     -------        -------        -------     -------

Investment Operations:
 Net Investment Income                                0.24        0.13        0.11             --           0.07        0.05
 Realized and Unrealized Gains (Losses) on
  Investments                                        (3.57)       1.04        0.99          (0.16)          1.30        0.66
                                                   -------      ------     -------        -------        -------     -------
 Total From Investment Operations                    (3.33)       1.17        1.10          (0.16)          1.37        0.71
                                                   -------      ------     -------        -------        -------     -------

Less Distributions:
 Dividends (from net investment income)              (0.25)      (0.12)      (0.07)            --          (0.07)      (0.07)
 Distributions (from net realized gains)             (1.25)      (0.88)         --             --             --          --
                                                   -------      ------     -------        -------        -------     -------
 Total Distributions                                 (1.50)      (1.00)      (0.07)            --          (0.07)      (0.07)
                                                   -------      ------     -------        -------        -------     -------
Net Asset Value, End of Period                     $  7.59      $12.42     $ 12.25        $ 11.22        $ 11.38     $ 10.08
                                                   =======      ======     =======        =======        =======     =======
Total Return(3)                                     (30.06)%     10.15%       9.86%         (1.41)%        13.61%       7.53%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $ 1,612      $2,785     $ 3,030        $ 4,787        $ 5,528     $ 5,890
Ratio of Expenses to Average Net Assets               1.85%       1.85%       1.85%          1.85%          1.81%       1.80%
Ratio of Net Investment Income to Average Net
 Assets                                               2.37%       1.06%       0.92%          0.15%          0.60%       0.55%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  2.05%       1.99%       1.98%          1.96%          1.96%       1.94%
Ratio of Net Investment Income to Average Net
 Assets (excluding waivers)                           2.17%       0.92%       0.79%          0.04%          0.45%       0.41%
Portfolio Turnover Rate                                143%        144%        143%            12%           147%        110%
----------------------------------------------------------------------------------------------------------------------------

(1)Per share data calculated using average shares outstanding method.

(3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

22
PROSPECTUS - First American Balanced Fund

Additional Information
Financial Highlights continued

BALANCED FUND (CONTINUED)

                                                                                                                Fiscal year
                                                                                       Fiscal period               ended
                                                 Fiscal year ended October 31,             ended               September 30,
                                                                                        October 31,
CLASS R SHARES(1)                             2008(2)       2007(2)       2006(2)        2005(2,3)         2005(2)       2004(2)
--------------------------------------------------------------------------------------------------------------------------------

PER SHARE DATA
Net Asset Value, Beginning of Period         $  12.54      $  12.35      $  11.29         $  11.45        $  10.14      $   9.49
                                             --------      --------      --------         --------        --------      --------

Investment Operations:
 Net Investment Income                           0.30          0.19          0.17             0.01            0.11          0.14
 Realized and Unrealized Gains
  (Losses) on Investments                       (3.61)         1.07          1.01            (0.17)           1.32          0.64
                                             --------      --------      --------         --------        --------      --------
 Total From Investment Operations               (3.31)         1.26          1.18            (0.16)           1.43          0.78
                                             --------      --------      --------         --------        --------      --------

Less Distributions:
 Dividends (from net investment
  income)                                       (0.31)        (0.19)        (0.12)              --           (0.12)        (0.13)
 Distributions (from net realized
  gains)                                        (1.25)        (0.88)           --               --              --            --
                                             --------      --------      --------         --------        --------      --------
 Total Distributions                            (1.56)        (1.07)        (0.12)              --           (0.12)        (0.13)
                                             --------      --------      --------         --------        --------      --------
Net Asset Value, End of Period               $   7.67      $  12.54      $  12.35         $  11.29        $  11.45      $  10.14
                                             ========      ========      ========         ========        ========      ========
Total Return(4)                                (29.68)%       10.82%        10.49%           (1.40)%         14.16%         8.22%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $    342      $     33      $     23         $      1        $      1      $      1
Ratio of Expenses to Average Net Assets          1.35%         1.35%         1.35%            1.35%           1.31%         1.05%
Ratio of Net Investment Income to
 Average Net Assets                              3.11%         1.54%         1.38%            0.65%           1.06%         1.39%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.55%         1.49%         1.61%            1.61%           1.61%         1.19%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                        2.91%         1.40%         1.12%            0.39%           0.76%         1.25%
Portfolio Turnover Rate                           143%          144%          143%              12%            147%          110%
--------------------------------------------------------------------------------------------------------------------------------

CLASS Y SHARES
--------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $  12.47      $  12.30      $  11.31         $  11.46        $  10.15      $   9.50
                                             --------      --------      --------         --------        --------      --------

Investment Operations:
 Net Investment Income                           0.35          0.25          0.23             0.01            0.17          0.16
 Realized and Unrealized Gains
  (Losses) on Investments                       (3.58)         1.04          0.99            (0.16)           1.32          0.66
                                             --------      --------      --------         --------        --------      --------
 Total From Investment Operations               (3.23)         1.29          1.22            (0.15)           1.49          0.82
                                             --------      --------      --------         --------        --------      --------

Less Distributions:
 Dividends (from net investment
  income)                                       (0.36)        (0.24)        (0.23)              --           (0.18)        (0.17)
 Distributions (from net realized
  gains)                                        (1.25)        (0.88)           --               --              --            --
                                             --------      --------      --------         --------        --------      --------
 Total Distributions                            (1.61)        (1.12)        (0.23)              --           (0.18)        (0.17)
                                             --------      --------      --------         --------        --------      --------
Net Asset Value, End of Period               $   7.63      $  12.47      $  12.30         $  11.31        $  11.46      $  10.15
                                             ========      ========      ========         ========        ========      ========
Total Return(4)                                (29.30)%       11.21%        10.92%           (1.31)%         14.76%         8.62%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $107,807      $219,450      $247,365         $254,534        $262,557      $283,005
Ratio of Expenses to Average Net Assets          0.85%         0.85%         0.85%            0.85%           0.81%         0.80%
Ratio of Net Investment Income to
 Average Net Assets                              3.34%         2.05%         1.92%            1.15%           1.60%         1.55%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                             1.05%         0.99%         0.98%            0.96%           0.96%         0.94%
Ratio of Net Investment Income to
 Average Net Assets (excluding
 waivers)                                        3.14%         1.91%         1.79%            1.04%           1.45%         1.41%
Portfolio Turnover Rate                           143%          144%          143%              12%            147%          110%

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

(1)Prior to July 1, 2004, Class R shares were named Class S shares, which had lower fees and expenses.

(2)Per share data calculated using average shares outstanding method.

(4)Total return would have been lower had certain expenses not been waived.

23
PROSPECTUS - First American Balanced Fund

First American Funds' Privacy Policy

We want you to understand what information we collect and how it's used.

"Nonpublic personal information" is nonpublic information that we obtain while providing financial products or services to you.

We'll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

THIS PAGE IS NOT PART OF THE PROSPECTUS

(FIRST AMERICAN FUNDS LOGO)

FOR MORE INFORMATION

More information about the First American Funds is available on the funds' Internet site at www.firstamericanfunds.com and in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

Additional information about the fund's investments is 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.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the fund and its policies and is incorporated into this prospectus by reference (which means that it is legally part of this prospectus).

You can obtain a free copy of the fund's most recent annual or semiannual reports or the SAI, request other information about the fund, or make other shareholder inquiries by calling Investor Services at 800 677-3863 (FUND) or by contacting the fund at the address below. Annual or semiannual reports and the SAI are also available on the fund's Internet site.

Information about the fund (including the SAI) can also be reviewed and copied at the Securities and Exchange Commission's (SEC) Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 1- 202-942-8090. Reports and other information about the fund are also available on the EDGAR database on the SEC's Internet site at www.sec.gov, or you can receive copies of this information, for a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, DC 20549-0102.

SEC file number: 811-05309 PROBAL 2/09

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

(FIRST AMERICAN FUNDS LOGO)

February 27, 2009        PROSPECTUS

                         First American Investment Funds, Inc.
                         ASSET CLASS - STOCK FUNDS

SMALL-MID CAP CORE FUND

Class A, Class B, Class C, and Class Y Shares

TABLE OF
CONTENTS

FUND SUMMARY
   Small-Mid Cap Core Fund                                                    2
MORE ABOUT THE FUND
   Investment Strategies, Risks, and Other Investment Matters                 5
POLICIES AND SERVICES
   Purchasing, Redeeming, and Exchanging Shares                               7
   Managing Your Investment                                                  16
ADDITIONAL INFORMATION
   Management                                                                17
   Financial Highlights                                                      18
FOR MORE INFORMATION                                                 Back Cover

Please find FIRST AMERICAN FUNDS' PRIVACY POLICY inside the back cover of this Prospectus.

Fund Summary
Introduction

This section of the prospectus describes the objective of the Small-Mid Cap Core Fund, summarizes the principal investment strategies used by the fund in trying to achieve its objective, 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.

THE FUND MAY BE OFFERED ONLY TO PERSONS IN THE UNITED STATES. THIS PROSPECTUS SHOULD NOT BE CONSIDERED A SOLICITATION OR OFFERING OF FUND SHARES OUTSIDE THE UNITED STATES.

1
PROSPECTUS - First American Small-Mid Cap Core Fund

Fund Summary
Small-Mid Cap Core Fund

IMPORTANT NOTICE REGARDING CHANGES IN INVESTMENT POLICY AND FUND NAME

The board of directors of First American Small-Mid Cap Core Fund has approved a change in the investment strategies of the fund to provide that the fund will invest primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of mid-capitalization companies. Mid-capitalization companies are defined for this purpose as companies that have market capitalizations within the range of market capitalizations of companies constituting the Russell Midcap Index. As of December 31, 2008, market capitalizations of companies in the Russell Midcap Index ranged from approximately $24 million to $14.9 billion. In addition, the fund's board of directors has approved a change in the fund's name to First American Mid Cap Select Fund. These changes are expected to become effective on May 4, 2009.

OBJECTIVE

Small-Mid Cap Core Fund has an objective of long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, Small-Mid Cap Core Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of small- and mid-capitalization companies, defined by the advisor for this purpose as companies that have market capitalizations within the range of market capitalizations of companies constituting the Russell 2500 Index. This index measures the performance of the 2,500 smallest companies in the Russell 3000 Index (which is made up of the 3,000 largest U.S. companies based on total market capitalization). The market capitalizations of companies in the Russell 2500 Index ranged from approximately $7 million to $6.9 billion as of December 31, 2008.

The fund's advisor selects stocks and determines their weighting in the portfolio based on input from the advisor's quantitative research group, its research analysts and other First American Fund portfolio managers. For each stock, the advisor takes into account:
- The rating received by the stock using one of a number of proprietary quantitative sector models developed by the advisor. Each sector model incorporates those factors that, based on back testing, have been most effective in predicting performance in that particular sector.
- The rating given to the stock by the research analyst, based on factors such as the company's business fundamentals, its valuation, and the presence or absence of a catalyst that could increase the value of the company's stock.
- The underweighted or overweighted position of the stock in other First American Funds.

The fund trades portfolio securities frequently, generally resulting in an annual portfolio turnover rate in excess of 100%.

The fund may utilize options, futures contracts, options on, futures contracts, and foreign currency exchange contracts ("derivatives"). The fund may use these derivatives to manage market or business risk, enhance the fund's return, or hedge against adverse movements in currency exchange rates. The use of derivatives is speculative if the fund is primarily seeking to enhance return, rather than offset the risk of other positions. When the fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative's cost.

When the advisor believes that companies' initial public offerings (IPOs) will generally outperform the overall equity market, the fund may frequently invest in companies at the time of their IPO. By virtue of its size and institutional nature, the advisor may have greater access to IPOs than individual investors have. IPOs will frequently be sold within 12 months of purchase, which may result in increased short-term capital gains.

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

PRINCIPAL RISKS

- Frequent Trading Risk

- Initial Public Offering (IPO) Risk
- International Investing Risk
- Mid-Cap Stock Risk
- Securities Lending Risk
- Small-Cap Stock Risk

See "More About the Fund" for a discussion of these risks.

2
PROSPECTUS - First American Small-Mid Cap Core Fund

Fund Summary
Small-Mid Cap Core Fund continued

FUND PERFORMANCE

The table compares the performance for each share class of the fund over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The performance information reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses, and is unavailable for investment. For Class A shares, the table includes returns both before and after taxes. For Class B, Class C, and Class Y shares, the table only includes returns before taxes. After-tax returns for Class B, Class C, and Class Y shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown.

After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these fee waivers were not in place, performance would be reduced.

Effective October 3, 2005, based on approval of the fund's board of directors and shareholders, the fund's principal investment strategy was changed from investing primarily in technology stocks (defined as stocks of companies that either have or will develop products, processes or services that will provide or will benefit significantly from technological innovations, advances and improvements) to investing primarily in common stocks of small- and mid- capitalization companies. At the same time, the fund's name changed from Technology Fund to Small-Mid Cap Core Fund. As a result, the performance information presented below for periods prior to October 3, 2005, reflects the performance of an investment portfolio that was materially different from the investment portfolio of the Small-Mid Cap Core Fund.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1)

(BAR CHART)

 191.79%   (45.85)%   (55.71)%   (42.14)%    55.47%      4.00%     (0.23)%    14.85%      2.85%    (34.33)%

  1999       2000       2001       2002       2003       2004       2005       2006       2007       2008

Best Quarter:
Quarter ended  December 31, 1999  80.60%
Worst Quarter:
Quarter ended  March 31, 2001        (48.79)%

                                                                                                                       Since
AVERAGE ANNUAL TOTAL RETURNS                       Inception                                                       Inception
AS OF 12/31/08(1)                                       Date       One Year       Five Years       Ten Years       (Class C)
----------------------------------------------------------------------------------------------------------------------------
Small-Mid Cap Core Fund
----------------------------------------------------------------------------------------------------------------------------
  Class A (return before taxes)                       4/4/94       (37.96)%          (5.33)%         (7.10)%           N/A
----------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions)                    (37.96)%          (5.33)%         (8.33)%           N/A
----------------------------------------------------------------------------------------------------------------------------
  Class A (return after taxes on distributions
  and sale of fund shares)                                         (24.67)%          (4.45)%         (4.98)%           N/A
----------------------------------------------------------------------------------------------------------------------------
  Class B (return before taxes)                      8/15/94       (38.19)%          (5.38)%         (7.29)%           N/A
----------------------------------------------------------------------------------------------------------------------------
  Class C (return before taxes)                       2/1/00       (35.53)%          (4.97)%           N/A          (18.90)%
----------------------------------------------------------------------------------------------------------------------------
  Class Y (return before taxes)                       4/4/94       (34.20)%          (4.02)%         (6.32)%           N/A
----------------------------------------------------------------------------------------------------------------------------
Russell 2500 Index(2) (reflects no deduction
for fees, expenses, or taxes)                                      (36.79)%          (0.98)%          4.08%           2.15%

(1)Small-Mid Cap Core Fund's 1999 returns were primarily achieved buying IPOs and technology related stocks in a period favorable for these investments. Such favorable returns involve accepting the risk of volatility, and there is no assurance that the fund's future investment in IPOs will have the same effect on performance as it did in 1999.
(2)An unmanaged small- and mid-cap index that measures the performance of the 2,500 smallest companies in the Russell 3000 Index.

3
PROSPECTUS - First American Small-Mid Cap Core Fund

Fund Summary
Small-Mid Cap Core Fund continued

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and hold shares of the fund.

--------------------------------------------------------------------------------------------------------
SHAREHOLDER FEES(1)
(fees paid directly from your investment)                             CLASS A  CLASS B  CLASS C  CLASS Y
--------------------------------------------------------------------------------------------------------
  MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES
  (as a percentage of offering price)                                5.50%(2)    None     None     None
  MAXIMUM DEFERRED SALES CHARGE (LOAD)
  (as a percentage of original purchase price or redemption
  proceeds, whichever is less)                                        None(3)   5.00%    1.00%     None
--------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
(as a percentage of average net assets)
--------------------------------------------------------------------------------------------------------
  Management Fees                                                      0.70%    0.70%    0.70%    0.70%
  Distribution and/or Service (12b-1) Fees                             0.25%    1.00%    1.00%     None
  Other Expenses                                                       0.65%    0.65%    0.65%    0.65%
  Total Annual Fund Operating Expenses(4,5)                            1.60%    2.35%    2.35%    1.35%
  Less Fee Waivers(6)                                                 (0.19)%  (0.19)%  (0.19)%  (0.19)%
  Net Expenses(6)                                                      1.41%    2.16%    2.16%    1.16%
--------------------------------------------------------------------------------------------------------

                                     CLASS B           CLASS B           CLASS C           CLASS C
                                    assuming       assuming no          assuming       assuming no
                                  redemption        redemption        redemption        redemption
                                   at end of         at end of         at end of         at end of
                   CLASS A       each period       each period       each period       each period       CLASS Y
----------------------------------------------------------------------------------------------------------------
 1 year             $  686            $  719            $  219            $  319            $  219        $  118
----------------------------------------------------------------------------------------------------------------
 3 years            $1,010            $1,115            $  715            $  715            $  715        $  406
----------------------------------------------------------------------------------------------------------------
 5 years            $1,356            $1,438            $1,238            $1,238            $1,238        $  721
----------------------------------------------------------------------------------------------------------------
 10 years           $2,331            $2,484            $2,484            $2,672            $2,672        $1,607

(4)Total Annual Fund Operating Expenses are based on the fund's fiscal year ended October 31, 2008, absent any expense reimbursements or fee waivers.

(6)The advisor has contractually agreed to waive fees and reimburse other fund expenses through February 28, 2010, so that total annual fund operating expenses do not exceed 1.41%, 2.16%, 2.16%, and 1.16%, respectively, for Class A, Class B, Class C, and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after February 28, 2010, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund's board of directors.

4
PROSPECTUS - First American Small-Mid Cap Core Fund

More About the Fund

Investment Strategies, Risks, and Other Investment Matters

OBJECTIVES

INVESTMENT STRATEGIES

PRINCIPAL RISKS

The principal risks of investing in the fund are identified in the "Fund Summary" section. These risks are described below.

Derivative Instrument Risk. The use of derivative instruments, such as options, futures contracts, and options on futures contracts, exposes the fund to additional risks and transaction costs. Risks inherent in the use of derivative instruments include: the risk that securities prices will not move in the direction that the advisor or sub-advisor anticipates; an imperfect correlation between the price of derivative instruments and movements in the prices of the securities being hedged; the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; leverage risk, which is the risk that adverse price movements in an instrument can result in a loss substantially greater than the fund's initial investment in that instrument; and the risk that the counterparty will fail to perform its obligations, which could leave the fund worse off than if it had not entered into the position. If the fund uses derivative instruments and the advisor's judgment proves incorrect, the fund's performance could be worse than if it had not used these instruments.

Frequent Trading Risk. Frequent trading of fund securities may produce capital gains, which are taxable to shareholders when distributed. Frequent trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities, which may detract from the fund's performance. The "Financial Highlights" section of this prospectus shows the historical portfolio turnover rate for the fund.

5
PROSPECTUS - First American Small-Mid Cap Core Fund

More About the Funds
Investment Strategies, Risks, and Other Investment Matters continued

much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt. International investing involves risks not typically associated with U.S. investing. These risks include:

Small-Cap Stock Risk. Stocks of small-cap companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification, and competitive strengths of larger companies. Prices of small- cap stocks may be subject to more abrupt or erratic movements than stock prices of larger, more established companies or the market averages in general. In addition, the frequency and volume of their trading may be less than is typical of larger companies, making them subject to wider price fluctuations. In some cases, there could be difficulties in selling the stocks of small-cap companies at the desired time and price. Stocks at the bottom end of the capitalization range in which the fund may invest sometimes are referred to as "micro-cap" stocks. These stocks may be subject to extreme price volatility, as well as limited liquidity and limited research.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio securities is available in the fund's SAI.

6
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares

GENERAL

CHOOSING A SHARE CLASS

The fund issues its shares in four classes with each class having a different cost structure. As noted below, only certain eligible investors can purchase Class Y shares of the fund, whereas Class A and Class C shares (the "Retail Share Classes") are generally available to investors. You should decide which share class best suits your needs.

Eligibility to Invest in Class Y Shares

Class Share Overview

                                   Contingent Deferred
                 Front-End Sales       Sales Charge         Annual 12b-1 Fees
                  Charge (FESC)           (CDSC)         (as a % of net assets)
-------------------------------------------------------------------------------
Class A                5.50%(1)            None(2)                0.25%
Class B(3)             None                5.00%(4)               1.00%
Class C(5)             None                1.00%(6)               1.00%
Class Y                None                None                   None
-------------------------------------------------------------------------------

(1)The FESC is reduced for larger purchases. See "Determining Your Share Price -- Class A Shares" below.

(2)Class A share investments of $1 million or more on which no FESC is paid may be subject to a 1.00% CDSC.

(3)Class B shares automatically convert to Class A shares eight years after purchase, which reduces future annual expenses since Class A shares have lower annual expenses.
(4)A CDSC of up to 5.00% applies to Class B shares if you redeem shares within six years of purchase. The CDSC declines over the six years as described below under "Determining Your Share Price -- Class B Shares."
(5)Class C shares do not convert to Class A shares so they will continue to have higher annual expenses than Class A shares for as long as you hold them.
(6)A 1.00% CDSC applies if you redeem your Class C shares within 12 months of purchase.

Class Y shares are generally a better choice than a Retail Share Class if you are eligible to purchase these share classes.

DETERMINING YOUR SHARE PRICE

7
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

Class A Shares

                                       Sales Charge
                              -----------------------------
                               As a %               As a %
                                 of                 of Net
                              Offering              Amount
Purchase Amount                 Price              Invested
-----------------------------------------------------------
Less than $50,000               5.50%                5.82%
50,000 - $99,999                4.50%                4.71%
$100,000 - $249,999             3.50%                3.63%
$250,000 - $499,999             2.50%                2.56%
$500,000 - $999,999             2.00%                2.04%
$1 million and over             0.00%                0.00%

Letter of Intent. If you plan to make an aggregate investment of $50,000 or more over a 13-month period in Class A, Class B, or Class C shares of one or more First American Funds, other than the money market funds, you may reduce your sales charge for Class A purchases 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 "Class A Share Investments of Over $1 Million" below.

More information on these ways to reduce your sales charge appears in the SAI.

Purchasing Class A Shares Without a Sales Charge. The following persons may purchase the fund's Class A shares at net asset value without a sales charge:

- directors, advisory board members, full-time employees and retirees of the advisor and its affiliates.
- current and retired officers and directors of the funds.
- full-time employees of any broker-dealer authorized to sell fund shares.
- full-time employees of the fund's counsel.
- members of the immediate families of any of the foregoing (i.e., a spouse or domestic partner and any dependent children).
- persons who purchase the funds through "one-stop" mutual fund networks through which the funds are made available.
- persons participating in a fee-based program sponsored and maintained by a registered broker-dealer.
- trust companies and bank trust departments acting in a fiduciary, advisory, agency, custodial or similar capacity.

- group retirement and employee benefit plans.

8
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

You must notify the funds or your financial intermediary if you are eligible to purchase Class A shares without a sales charge.

Class B Shares

Effective at the close of business on June 30, 2008, no new or additional investments were allowed in Class B shares of the First American funds as described above under "Choosing a Share Class."

                        CDSC as a % of the value
Year since purchase               of your shares
------------------------------------------------
First                                      5.00%
Second                                     5.00%
Third                                      4.00%
Fourth                                     3.00%
Fifth                                      2.00%
Sixth                                      1.00%
Seventh                                    0.00%
Eighth                                     0.00%

The CDSC you pay may differ slightly from the amount set forth above because of rounding that occurs in the calculation used to determine your CDSC.

Class C Shares

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.

Retirement Plan Availability of Class C Shares

Class C shares are available to individual plans and certain smaller group plans, such as SIMPLE, SEP, and Solo 401(k)

9
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

plans. Class C shares are not available to certain employer-sponsored plans, such as 401(k), employer-sponsored 403(b), money purchase and profit sharing plans, except for those plans invested in Class C shares of the First American Funds prior to July 20, 2007.

Waiving Contingent Deferred Sales Charges

CDSCs on Class A, Class B, and Class C share redemptions will be waived for:

Class Y Shares

Your purchase price for Class Y shares is its net asset value. This share class does not have a front-end sales charge or a CDSC.

12B-1 FEES

                                    Annual 12b-1 Fees
                               (as a percentage of average
                                    daily net assets)
                             ------------------------------
                                                Shareholder
                             Distribution        Servicing
                                  Fee               Fee
-----------------------------------------------------------
Class A                          None               0.25%
Class B                          0.75%              0.25%
Class C                          0.75%              0.25%
Class Y                          None               None

COMPENSATION PAID TO FINANCIAL INTERMEDIARIES

Sales Charge Reallowance

The distributor pays (or "reallows") a portion of the front-end sales charge on Class A shares to your financial intermediary, as follows:

                                  Maximum Reallowance
                                       as a % of
Purchase Amount                      Purchase Price
-----------------------------------------------------
Less than $50,000                        5.00%
$50,000 - $99,999                        4.00%
$100,000 - $249,999                      3.25%
$250,000 - $499,999                      2.25%
$500,000 - $999,999                      1.75%
$1 million and over                      0.00%

Sales Commissions

There is no initial sales charge on Class A share purchases of $1 million or more. However, your financial intermediary may receive a commission of up to 1.00% on your purchase. Although you pay no front-end sales charge when you buy Class C shares, the fund's distributor pays a sales commission of 1.00% of the amount invested to intermediaries selling Class C shares.

12b-1 Fees

The fund's distributor uses the 12b-1 shareholder servicing fee to compensate financial intermediaries for administrative services performed on behalf of the intermediaries' customers. These intermediaries receive shareholder servicing fees of up 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 Class A shares, the distributor begins to pay shareholder servicing fees to these intermediaries immediately after you purchase shares. For Class B and Class C shares, the distributor begins to pay shareholder servicing fees to these intermediaries one year after you purchase shares, but only if you continue to hold the shares at that time.

10
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

fee in order to finance the payment of sales commissions to intermediaries that sold Class B shares.

In all cases, intermediaries continue to receive 12b-1 fees for as long as you hold fund shares.

Additional Payments to Financial Intermediaries

PURCHASE, REDEMPTION, AND EXCHANGE PROCEDURES

Purchasing Class A, Class B, and Class C Shares

You can become a shareholder in the fund by making a minimum initial investment of $2,500 ($2,000 for Coverdell Education Savings Accounts). The minimum additional investment is $100.

The fund reserves the right to waive or lower purchase minimums under certain circumstances and to reject any purchase order.

By Phone. You can purchase shares by calling your financial intermediary, if it has a sales agreement with the funds' distributor. Once the initial minimum investment has been made, you can also place purchase orders in amounts equal to or greater than the minimum additional investment amount by calling Investor Services at 800 677-FUND. Funds will be transferred electronically from your bank account through the Automated Clearing House (ACH) network. Before making a purchase by electronic funds transfer, you must submit a new account form to the fund and elect this option. Be sure to include all of your banking information on the form.

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:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

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

11
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

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

- by having $100 or more automatically withdrawn from your bank account on a periodic basis and invested in fund shares, or

- through automatic monthly exchanges of your First American fund into another First American fund of the same class.

You may apply for participation in either of these programs through your financial intermediary or by calling Investor Services at 800 677-FUND.

Redeeming Class A, Class B, and Class C Shares

When you redeem shares, the proceeds are normally sent on the next business day, but in no event more than seven days, after your request is received in proper form.

By Phone. If you purchased shares through a financial intermediary, simply call them to redeem your shares.

If you did not purchase shares through a financial intermediary, you may redeem your shares by calling Investor Services at 800 677-FUND. Proceeds can be wired to your bank account (if you have previously supplied your bank account information to the fund) or sent to you by check. The fund charges a $15 fee for wire redemptions, but has the right to waive this fee for shares redeemed through certain financial intermediaries and by certain individuals. Proceeds also can be sent directly to your bank or brokerage account via electronic funds transfer if your bank or brokerage firm is a member of the ACH network. Credit is usually available within 2-3 business days. The First American Funds reserve the right to limit telephone redemptions to $50,000 per account per day.

By Mail. To redeem shares by mail, send a written request to your financial intermediary, or to the fund at the following address:

REGULAR U.S. MAIL:            OVERNIGHT EXPRESS MAIL:
--------------------------    --------------------------
First American Funds          First American Funds
P.O. Box 3011                 615 East Michigan Street
Milwaukee, WI 53201-3011      Milwaukee, WI 53202

After you have established your account, signatures on a written request must be guaranteed if:

- you would like redemption proceeds to be paid to any person, address, or bank account other than that on record.

- you would like the redemption check mailed to an address other than those on the fund's records, or you have changed the address on the fund's records within the last 30 days.

- your redemption request is in excess of $50,000.
- bank information related to an automatic investment plan, telephone purchase or telephone redemption is changed.

In addition to the situations described above, the fund reserves the right to require a signature guarantee in other instances based on the circumstances of a particular situation.

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

By Wire. You can call or write to have redemption proceeds sent to a bank account. See the policies for redeeming shares by phone or by mail. Before requesting to have redemption proceeds sent to a bank account, please make sure the fund has your bank account information on file. If the fund does not have this information, you will need to send written instructions with your bank's name and a voided check or pre-printed savings account deposit slip. You must provide written instructions signed by all fund and bank account owners, and each individual must have their signature guaranteed.

12
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

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

Exchanging Class A, Class B, and Class C Shares

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

Generally, you may exchange your shares only for the same class of shares of the other fund, with certain exceptions, including:

- 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 purchase Class Y shares.

- If you are no longer eligible to hold Class Y shares, you may exchange your shares for Class A shares at net asset value. Class A shares have higher expenses than Class Y 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 fund has the right to limit exchanges that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

By Phone. If both funds have identical shareholder registrations, you may exchange shares by calling your financial intermediary or by calling the funds directly at 800 677-FUND.

Purchasing, Redeeming, and Exchanging Class Y Shares

You may purchase or redeem shares by calling your financial intermediary. When purchasing shares, payment must generally be made by wire transfer, which can be arranged by your financial intermediary. You cannot purchase shares by wire on days when federally chartered banks are closed. The fund reserves the right to impose minimum investment amounts on clients of financial intermediaries that charge the fund or the advisor transaction or recordkeeping fees.

To exchange your shares, call your financial intermediary.

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 fund has the right to limit exchanges that are deemed to constitute short-term trading. See "Additional Information on Purchasing, Redeeming, and Exchanging Shares -- Short-Term Trading of Fund Shares" below.

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

ADDITIONAL INFORMATION ON PURCHASING, REDEEMING, AND EXCHANGING SHARES

Calculating Net Asset Value

The fund generally calculate its NAV as of 3:00 p.m. Central time every day the New York Stock Exchange is open. The fund

13
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

does not calculate its NAV on national holidays, or any other days, on which the NYSE is closed for trading.

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.

Investments and other assets will be valued at their market values. For securities traded on an exchange, we receive the price as reported by the exchange from one or more independent pricing services that have been approved by the fund's board of directors. These independent pricing services also provide security valuations for certain other investments not traded on an exchange. 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 procedures approved by the funds' board of directors. Under these procedures, fair values are generally determined by a pricing committee appointed by the board of directors. The types of securities for which such fair value pricing might be required include, but are not limited to:

Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. Fair value determinations can also involve reliance on quantitative models employed by a fair value pricing service. There can be no assurance that the fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the fund determines its NAV per share.

Short-Term Trading of Fund Shares

14
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services
Purchasing, Redeeming, and Exchanging Shares continued

sanctions to impose, the fund may consider an investor's trading history in any of the First American Funds, in non-First American mutual funds, or in accounts under a person's common ownership or control.

Fund shares are frequently held through omnibus account arrangements, whereby a broker-dealer, investment advisor, retirement plan sponsor or other financial intermediary maintains an omnibus account with the fund for trading on behalf of its customers. The fund generally seeks to apply its short-term trading policies and procedures to these omnibus account arrangements, and monitor trading activity at the omnibus account level to attempt to identify disruptive trades. Under agreements that the fund (or the fund's distributor) has entered into with intermediaries, the fund may request transaction information from intermediaries at any time in order to determine whether there has been short-term trading by the intermediaries' customers. The fund will request that the intermediary provide individual account level detail (or participant level detail in the case of retirement plans) to the fund if more than one round trip in any 90 day period is detected at the omnibus or plan level and such round trips appear to be (a) attributable to an individual shareholder or plan participant and (b) potentially detrimental to the fund and its shareholders based on such factors as the time between transactions, the size of the transactions and the type of fund involved. If short-term trading is detected at the individual account or participant level, the fund will request that the intermediary take appropriate action to curtail the activity. If the intermediary does not take action, the funds will take such steps as are reasonably practicable to curtail the excessive trading, including terminating the relationship with the intermediary if necessary. An intermediary may apply its own short-term trading policies and procedures, which may be more or less restrictive than the fund's policies and procedures. If you purchase or sell fund shares through an intermediary, you should contact them to determine whether they impose different requirements or restrictions.

Telephone Transactions

Once a telephone transaction has been placed, it cannot be canceled or modified.

Accounts with Low Balances

Redemption in Kind

15
PROSPECTUS - First American Small-Mid Cap Core Fund

Policies and Services

Managing Your Investment

STAYING INFORMED

Shareholder Reports

Statements and Confirmations

Statements summarizing activity in your account are mailed quarterly. Confirmations generally are mailed following each purchase or sale of fund shares, but some transactions, such as systematic purchases and dividend reinvestments, are reported on your account statement. Generally, the fund does not send statements for shares held in a brokerage account or to individuals who have their shares held in an omnibus account, such as retirement plan participants. Please review your statements and confirmations as soon as you receive them and promptly report any discrepancies to your financial intermediary or to Investor Services at 800 677-FUND.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income are normally declared and paid annually for the fund. Any capital gains are normally distributed at least once each year.

TAXES

Taxes on Distributions

Dividends paid from the net investment income of the fund may constitute "qualified dividends" taxable at the same rate as long-term capital gains (currently subject to a maximum rate of 15%). The fund will inform its shareholders of the portion of its dividends (if any) that constitutes "qualified dividends." Dividends paid from the fund's net investment income that do not constitute "qualified dividends" and dividends paid from 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. Because of its investment objective and strategies, distributions for the fund are expected to consist primarily of capital gains. The fund's income from foreign issuers may be subject to withholding and other taxes imposed by foreign countries.

Taxes on Transactions

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

Considerations for Retirement Plan Clients

More information about tax considerations that may affect the fund and its shareholders appears in the fund's SAI.

16
PROSPECTUS - First American Small-Mid Cap Core Fund

Additional Information

Management

The fund pays the investment advisor a monthly management fee for providing investment advisory services equal, on an annual basis, to 0.51% of the fund's average daily net assets, after taking into account any fee waivers, for the fund's most recently completed fiscal year. The table below reflects management fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.

A discussion regarding the basis for the board's approval of the fund's investment advisory agreement appears in the fund's annual report to shareholders for the fiscal year ended October 31, 2008.

Direct Correspondence to:

First American Funds
P.O. Box 1330
Minneapolis, MN 55440-1330

Investment Advisor

FAF Advisors, Inc.
800 Nicollet Mall
Minneapolis, MN 55402

Distributor

Quasar Distributors, LLC
615 E. Michigan Street
Milwaukee, WI 53202

ADDITIONAL COMPENSATION

FAF Advisors, U.S. Bank National Association (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 First American Funds. As described above, FAF Advisors receives compensation for acting as the fund's investment advisor. FAF Advisors, U.S. Bank and their affiliates also receive compensation from the funds as set forth below.

Custody Services. U.S. Bank provides custody services to the fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund's average daily net assets.

Distribution Services. Quasar Distributors, LLC, an affiliate of FAF Advisors, receives distribution and shareholder servicing fees for acting as the fund's distributor.

Securities Lending Services. In connection with lending its portfolio securities, the fund pay fees to U.S. Bank of up to 25% of the fund's net income from these securities lending transactions. In addition, collateral for securities on loan will be invested in a money market fund administered by FAF Advisors and FAF Advisors will receive an administration fee equal to 0.02% of such fund's average daily net assets.

Other Compensation. To the extent that fund shares are held through U.S. Bank or its broker-dealer affiliate, U.S. Bancorp Investments, Inc., those entities may receive distribution and/or shareholder servicing fees from the fund's distributor as well as other payments from the fund's distributor and/or advisor as described above under "Policies and Services -- Purchasing, Redeeming, and Exchanging Shares -- Compensation Paid to Financial Intermediaries -- Additional Payments to Financial Intermediaries."

PORTFOLIO MANAGEMENT

The portfolio managers primarily responsible for the funds' management are:

Anthony R. Burger, CFA, Director, Quantitative Equity Research. Mr. Burger has served as the primary portfolio manager for the fund since May 2005. Mr. Burger entered the financial services industry in 1994 and joined FAF Advisors in 2003.

David A. Chalupnik, CFA, Senior Managing Director, Head of Equities. Mr. Chalupnik has co-managed the fund since May 2005. Mr. Chalupnik entered the financial services industry in 1984 and joined FAF Advisors in 2002.

The SAI provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers, and the portfolio managers' ownership of securities in the funds.

17
PROSPECTUS - First American Small-Mid Cap Core Fund

Additional Information

Financial Highlights

The tables that follow present performance information about the Class A, Class B, Class C, and Class Y shares of the fund. This information is intended to help you understand the fund's financial performance for the past five years. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the tables represent the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

Small-Mid Cap Core Fund(1)

                                                             Fiscal year               Fiscal period      Fiscal year ended
                                                                ended                      ended            September 30,
                                                             October 31,                October 31,
CLASS A SHARES                                     2008(2)     2007(2)     2006(2)       2005(2,3)       2005(2)     2004(2)
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period               $ 10.64     $  9.57     $  8.03        $  8.31        $  7.40     $  7.05
                                                   -------     -------     -------        -------        -------     -------

Investment Operations:
 Net Investment Income (Loss)                        (0.01)      (0.02)       0.01          (0.01)         (0.07)      (0.07)
 Realized and Unrealized Gains (Losses) on
  Investments                                        (3.63)       1.09        1.53          (0.27)          0.98        0.42
                                                   -------     -------     -------        -------        -------     -------
 Total From Investment Operations                    (3.64)       1.07        1.54          (0.28)          0.91        0.35
                                                   -------     -------     -------        -------        -------     -------

Less Distributions:
 Distributions (from net realized gains)                --          --          --             --             --          --
                                                   -------     -------     -------        -------        -------     -------
 Total Distributions                                    --          --          --             --             --          --
                                                   -------     -------     -------        -------        -------     -------
Net Asset Value, End of Period                     $  7.00     $ 10.64     $  9.57        $  8.03        $  8.31     $  7.40
                                                   =======     =======     =======        =======        =======     =======
Total Return(4)                                     (34.21)%     11.18%      19.18%         (3.37)%        12.30%       4.96%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                    $12,848     $21,817     $26,190        $22,339        $23,016     $27,356
Ratio of Expenses to Average Net Assets               1.41%       1.41%       1.39%          1.34%          1.42%       1.23%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                                  (0.13)%     (0.20)%      0.12%         (0.86)%        (0.83)%     (0.86)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                  1.60%       1.49%       1.46%          1.34%          1.50%       1.28%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)              (0.32)%     (0.28)%      0.05%         (0.86)%        (0.91)%     (0.91)%
Portfolio Turnover Rate                                170%        151%        110%            80%           197%         51%
----------------------------------------------------------------------------------------------------------------------------

(1)The financial highlights prior to October 3, 2005 are those of the Technology Fund, which changed its principal investment strategies and changed its name to Small-Mid Cap Core Fund on that date.

(2)Per share data calculated using average shares outstanding method.

(4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

18
PROSPECTUS - First American Small-Mid Cap Core Fund

Additional Information
Financial Highlights continued

Small-Mid Cap Core Fund(1) (CONTINUED)

                                                                                        Fiscal period      Fiscal year ended
                                                           Fiscal year ended                ended            September 30,
                                                              October 31,                October 31,
CLASS B SHARES                                      2008(2)     2007(2)     2006(2)       2005(2,3)       2005(2)     2004(2)
-----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                $  9.21      $ 8.34      $ 7.06        $  7.31        $  6.55     $  6.29
                                                    -------      ------      ------        -------        -------     -------

Investment Operations:
 Net Investment Loss                                  (0.07)      (0.08)      (0.04)         (0.01)         (0.11)      (0.11)
 Realized and Unrealized Gains (Losses) on
  Investments                                         (3.13)       0.95        1.32          (0.24)          0.87        0.37
                                                    -------      ------      ------        -------        -------     -------
 Total From Investment Operations                     (3.20)       0.87        1.28          (0.25)          0.76        0.26
                                                    -------      ------      ------        -------        -------     -------

Less Distributions:
 Distributions (from net realized gains)                 --          --          --             --             --          --
                                                    -------      ------      ------        -------        -------     -------
 Total Distributions                                     --          --          --             --             --          --
                                                    -------      ------      ------        -------        -------     -------
Net Asset Value, End of Period                      $  6.01      $ 9.21      $ 8.34        $  7.06        $  7.31     $  6.55
                                                    =======      ======      ======        =======        =======     =======
Total Return(4)                                      (34.74)%     10.43%      18.13%         (3.42)%        11.60%       4.13%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                     $ 2,512      $6,883      $8,689        $10,054        $10,685     $13,445
Ratio of Expenses to Average Net Assets                2.16%       2.16%       2.14%          2.09%          2.17%       1.98%
Ratio of Net Investment Loss to Average Net
 Assets                                               (0.88)%     (0.94)%     (0.58)%        (1.61)%        (1.59)%     (1.60)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                   2.35%       2.24%       2.21%          2.09%          2.25%       2.03%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                           (1.07)%     (1.02)%     (0.65)%        (1.61)%        (1.67)%     (1.65)%
Portfolio Turnover Rate                                 170%        151%        110%            80%           197%         51%
-----------------------------------------------------------------------------------------------------------------------------

CLASS C SHARES
-----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period                $ 10.04      $ 9.09      $ 7.69        $  7.97        $  7.14     $  6.86
                                                    -------      ------      ------        -------        -------     -------

Investment Operations:
 Net Investment Loss                                  (0.08)      (0.09)      (0.05)         (0.01)         (0.12)      (0.12)
 Realized and Unrealized Gains (Losses) on
  Investments                                         (3.40)       1.04        1.45          (0.27)          0.95        0.40
                                                    -------      ------      ------        -------        -------     -------
 Total From Investment Operations                     (3.48)       0.95        1.40          (0.28)          0.83        0.28
                                                    -------      ------      ------        -------        -------     -------

Less Distributions:
 Distributions (from net realized gains)                 --          --          --             --             --          --
                                                    -------      ------      ------        -------        -------     -------
 Total Distributions                                     --          --          --             --             --          --
                                                    -------      ------      ------        -------        -------     -------
Net Asset Value, End of Period                      $  6.56      $10.04      $ 9.09        $  7.69        $  7.97     $  7.14
                                                    =======      ======      ======        =======        =======     =======
Total Return(4)                                      (34.66)%     10.45%      18.21%         (3.51)%        11.62%       4.08%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)                     $ 3,068      $5,190      $4,986        $ 4,253        $ 4,485     $ 6,000
Ratio of Expenses to Average Net Assets                2.16%       2.16%       2.14%          2.09%          2.17%       1.98%
Ratio of Net Investment Loss to Average Net
 Assets                                               (0.88)%     (0.96)%     (0.64)%        (1.61)%        (1.59)%     (1.60)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                                   2.35%       2.24%       2.21%          2.09%          2.25%       2.03%
Ratio of Net Investment Loss to Average Net
 Assets (excluding waivers)                           (1.07)%     (1.04)%     (0.71)%        (1.61)%        (1.67)%     (1.65)%
Portfolio Turnover Rate                                 170%        151%        110%            80%           197%         51%
-----------------------------------------------------------------------------------------------------------------------------

(1)The financial highlights prior to October 3, 2005 are those of the Technology Fund, which changed its principal investment strategies and changed its name to Small-Mid Cap Core Fund on that date.

(2)Per share data calculated using average shares outstanding method.

(4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

19
PROSPECTUS - First American Small-Mid Cap Core Fund

Additional Information
Financial Highlights continued

SMALL-MID CAP CORE FUND(1) (CONTINUED)

                                                                           Fiscal period   Fiscal year ended
                                                  Fiscal year ended            ended         September 30,
                                                     October 31,            October 31,
CLASS Y SHARES                               2008(2)   2007(2)   2006(2)     2005(2,3)     2005(2)   2004(2)
------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Asset Value, Beginning of Period         $ 11.09   $  9.95   $  8.34      $  8.63      $  7.66   $  7.28
                                             -------   -------   -------      -------      -------   -------

Investment Operations:
 Net Investment Income (Loss)                   0.01        --      0.04           --        (0.05)    (0.05)
 Realized and Unrealized Gains (Losses)
  on Investments                               (3.79)     1.15      1.57        (0.29)        1.02      0.43
                                             -------   -------   -------      -------      -------   -------
 Total From Investment Operations              (3.78)     1.15      1.61        (0.29)        0.97      0.38
                                             -------   -------   -------      -------      -------   -------

Less Distributions:
 Dividends (from net investment income)           --     (0.01)       --           --           --        --
                                             -------   -------   -------      -------      -------   -------
 Total Distributions                              --     (0.01)       --           --           --        --
                                             -------   -------   -------      -------      -------   -------
Net Asset Value, End of Period               $  7.31   $ 11.09   $  9.95      $  8.34      $  8.63   $  7.66
                                             =======   =======   =======      =======      =======   =======
Total Return(4)                               (34.08)%   11.62%    19.30%       (3.36)%      12.66%     5.22%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)              $40,409   $79,574   $67,437      $31,381      $33,537   $43,758
Ratio of Expenses to Average Net Assets         1.16%     1.16%     1.14%        1.09%        1.17%     0.98%
Ratio of Net Investment Income (Loss) to
 Average Net Assets                             0.12%     0.02%     0.35%       (0.61)%      (0.58)%   (0.60)%
Ratio of Expenses to Average Net Assets
 (excluding waivers)                            1.35%     1.24%     1.21%        1.09%        1.25%     1.03%
Ratio of Net Investment Income (Loss) to
 Average Net Assets (excluding waivers)        (0.07)%   (0.06)%    0.28%       (0.61)%      (0.66)%   (0.65)%
Portfolio Turnover Rate                          170%      151%      110%          80%         197%       51%
------------------------------------------------------------------------------------------------------------

(1)The financial highlights prior to October 3, 2005 are those of the Technology Fund, which changed its principal investment strategies and changed its name to Small-Mid Cap Core Fund on that date.

(2)Per share data calculated using average shares outstanding method.

(4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived.

20
PROSPECTUS - First American Small-Mid Cap Core Fund

First American Funds' Privacy Policy

We want you to understand what information we collect and how it's used.

"Nonpublic personal information" is nonpublic information that we obtain while providing financial products or services to you.

We'll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

THIS PAGE IS NOT PART OF THE PROSPECTUS

(FIRST AMERICAN FUNDS LOGO)

FOR MORE INFORMATION

More information about the First American Funds is available on the funds' Internet site at www.firstamericanfunds.com and in the following documents:

ANNUAL AND SEMIANNUAL REPORTS

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the fund and its policies and is incorporated into this prospectus by reference (which means that it is legally part of this prospectus).

SEC file number: 811-05309 PROSMID 2/09

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

FIRST AMERICAN INVESTMENT FUNDS, INC.

STATEMENT OF ADDITIONAL INFORMATION

                                FEBRUARY 27, 2009

                                  EQUITY FUNDS

           BALANCED FUND                             MID CAP VALUE FUND
         EQUITY INCOME FUND                   QUANTITATIVE LARGE CAP CORE FUND
         EQUITY INDEX FUND                   QUANTITATIVE LARGE CAP GROWTH FUND
     GLOBAL INFRASTRUCTURE FUND               QUANTITATIVE LARGE CAP VALUE FUND
         INTERNATIONAL FUND                      REAL ESTATE SECURITIES FUND
     INTERNATIONAL SELECT FUND               SMALL CAP GROWTH OPPORTUNITIES FUND
LARGE CAP GROWTH OPPORTUNITIES FUND                 SMALL CAP INDEX FUND
       LARGE CAP SELECT FUND                        SMALL CAP SELECT FUND
        LARGE CAP VALUE FUND                        SMALL CAP VALUE FUND
 MID CAP GROWTH OPPORTUNITIES FUND                 SMALL-MID CAP CORE FUND
         MID CAP INDEX FUND

This Statement of Additional Information relates to the Class A, Class B, Class C, Class R and Class Y Shares of the funds named above (the "Funds"), each of 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 current Prospectuses dated February 27, 2009. The financial statements included as part of the Funds' Annual Reports to shareholders for the fiscal year ended October 31, 2008 for all Funds are incorporated by reference into this Statement of Additional Information. This Statement of Additional Information is incorporated into the Funds' Prospectuses by reference. To obtain copies of the Prospectuses or the Funds' Annual Reports at no charge, write the Funds' distributor, Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, WI 53202, or call Investor Services at 800 677-FUND. Please retain this Statement of Additional Information for future reference.

NOTE REGARDING PROPOSED FUND MERGER

The Board of Directors of FAIF has approved the merger of Balanced Fund into Strategy Balanced Allocation Fund, a series of First American Strategy Funds, Inc. The merger must be approved by the shareholders of Balanced Fund. It is currently anticipated that proxy materials regarding the merger will be distributed to shareholders sometime during the first quarter of 2009.

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
GENERAL INFORMATION .....................................................      1
ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS ......................      2
   Convertible Securities ...............................................      2
   Exchange-Traded Notes ................................................      2
   Fixed Income Securities (All Funds) ..................................      2
   Fixed Income Securities (Balanced Fund) ..............................      6
   Foreign Currency Transactions ........................................     10
   Foreign Securities ...................................................     12
   Futures and Options on Futures .......................................     13
   Index Participations and Index Participation Contracts ...............     16
   Lending of Portfolio Securities ......................................     16
   Options Transactions .................................................     16
   Other Investment Companies ...........................................     19
   Real Estate Investment Trust Securities ..............................     19
   Royalty Trusts .......................................................     20
   Short-Term Temporary Investments .....................................     21
   Swap Agreements ......................................................     22
   Trust Preferred Securities ...........................................     23
   When-Issued and Delayed Delivery Transactions ........................     23
INVESTMENT RESTRICTIONS .................................................     23
PORTFOLIO TURNOVER ......................................................     26
DISCLOSURE OF PORTFOLIO HOLDINGS ........................................     26
      Public Disclosure .................................................     26
      Nonpublic Disclosure ..............................................     26
DIRECTORS AND EXECUTIVE OFFICERS ........................................     28
      Independent Directors .............................................     28
      Executive Officers ................................................     30
      Standing Committees of the Board of Directors .....................     31
      Fund Shares Owned by the Directors ................................     33
      Compensation ......................................................     33
      Sales Loads .......................................................     34
CODE OF ETHICS ..........................................................     34
PROXY VOTING POLICIES ...................................................     35
INVESTMENT ADVISORY AND OTHER SERVICES FOR THE FUNDS ....................     35
      Investment Advisor ................................................     35
      Sub-Advisors for International Funds ..............................     37
      Additional Payments to Financial Intermediaries ...................     38
      Administrator .....................................................     41
      Transfer Agent ....................................................     42
      Distributor .......................................................     43
      Custodians and Independent Registered Public Accounting Firm ......     47
PORTFOLIO MANAGERS ......................................................     48
      Other Accounts Managed ............................................     48

      Portfolio Manager Compensation ....................................     51
      Ownership of Fund Shares ..........................................     54
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE ......................     55
CAPITAL STOCK ...........................................................     59
NET ASSET VALUE AND PUBLIC OFFERING PRICE ...............................     77
TAXATION ................................................................     80
ADDITIONAL INFORMATION ABOUT CERTAIN SHAREHOLDER SERVICES ...............     81
      Reducing Class A Sales Charges ....................................     81
      Sales of Class A Shares at Net Asset Value ........................     82
      Class A Shares Reinvestment Right .................................     82
      Redeeming Shares by Telephone .....................................     82
      Redeeming Shares by Mail ..........................................     83
      Receipt of Orders by Financial Intermediaries .....................     84
      Redemptions Before Purchase Instruments Clear .....................     84
      Research Requests .................................................     84
FINANCIAL STATEMENTS ....................................................     84
APPENDIX A: RATINGS .....................................................    A-1
APPENDIX B: PROXY VOTING POLICIES AND PROCEDURES ........................    B-1

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 shares in 41 series. Each series of shares represents a separate investment portfolio with its own investment objectives and policies (in essence, a separate mutual fund). The series of FAIF to which this Statement of Additional Information relates are named on the cover. These series are referred to in this Statement of Additional Information individually as the "Fund," and collectively as the "Funds." The Funds are diversified open-end management investment companies.

Shareholders may purchase shares of each Fund through five separate classes, Class A, Class B (except for Quantitative Large Cap Core Fund, Quantitative Large Cap Growth Fund, and Quantitative Large Cap Value Fund, collectively, the "Quant Funds" and Global Infrastructure Fund), Class C, Class R (except for Small-Mid Cap Core Fund), 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, as amended (the "1940 Act"), the Funds may also provide for variations in other costs among the classes. In addition, a sales load is imposed on the sale of Class A, Class B and Class C shares of the Funds. Except for the foregoing differences among the classes pertaining to costs and fees, each share of each 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, among other things, all amendments to fundamental investment policies and restrictions, for approval of investment advisory contracts and amendments thereto, and for 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"); Mount Vernon Securities Lending Trust ("Mount Vernon Trust"); and eight 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., First American Minnesota Municipal Income Fund II, Inc., American Select Portfolio Inc., and American Income Fund, Inc.), collectively referred to as the First American Closed-End Funds ("FACEF").

ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS

The principal investment strategies of each Fund are set forth in that Fund's Prospectus. Additional information concerning principal investment strategies of the Funds, and other investment strategies that may be used by the Funds, is set forth below. The Funds have attempted to identify investment strategies that will be employed in pursuing each Fund's investment objective. Additional information concerning the Funds' investment restrictions is set forth below under "Investment Restrictions."

If a percentage limitation on investments by a Fund stated in this SAI or the Prospectus 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. To the extent a Fund is limited to investing in securities with specified ratings or of a certain credit quality, the Fund 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. Descriptions of the rating categories of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), Fitch, Inc. ("Fitch") and Moody's Investors Service, Inc. ("Moody's) are contained in Appendix A.

References in this section to the Fund's investment advisor, FAF Advisors, Inc. (the "Advisor"), also apply, to the extent applicable, to any sub-advisor to the Funds ("Sub-Advisor" or, collectively, the "Sub-Advisors").

CONVERTIBLE SECURITIES

Equity Income Fund may invest in debt securities which are convertible into or exchangeable for, or which carry warrants or other rights to acquire, common or preferred stocks as a principal investment strategy. Each other Fund may invest in such securities as a non-principal investment strategy.

EXCHANGE-TRADED NOTES

The Funds may invest in exchange-traded notes ("ETNs") as a non-principal investment strategy. ETNs are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines both aspects of bonds and exchange-traded funds (ETFs), which are described below under "Other Investment Companies." An ETN's returns are based on the performance of a market index minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments and principal is not protected. An ETN that is tied to a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable index. ETNs also incur certain expenses not incurred by their applicable index. Additionally, certain components comprising the index tracked by an ETN may, at times, be temporarily unavailable, which may impede an ETN's ability to track its index. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid. The market value of an ETN is determined by supply and demand, the current performance of the index, and the credit rating of the ETN issuer. The market value of ETN shares may differ from their NAV. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities underlying the index that the ETN seeks to track. The value of an ETN may also change due to a change in the issuer's credit rating. As a result, there may be times when an ETN share trades at a premium or discount to its NAV.

FIXED INCOME SECURITIES (ALL FUNDS)

The Funds may invest in the fixed income securities described below as either a principal or non-principal investment strategy, as indicated. These securities are subject to (i) interest rate risk (the risk that increases in market interest rates will cause declines in the value of debt securities held by a Fund); (ii) credit risk (the risk that the issuers of debt securities held by a Fund default in making required payments); and (iii) call or prepayment risk (the risk that a borrower may exercise the right to prepay a debt obligation before its stated maturity, requiring a Fund to reinvest the prepayment at a lower interest rate).

U.S. Government Securities

Balanced Fund invests in U.S. government securities as a principal investment strategy. Equity Income Fund may invest in these securities as a principal investment strategy. Each other Fund may invest in such securities as a non-principal investment strategy. The U.S. government securities in which the Funds may invest are either issued or guaranteed by the U.S. government, its agencies or instrumentalities. The U.S. government securities in which the Funds invest 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 Funds 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. See "- Fixed Income Securities (All Funds) - Agency Pass-Through Certificates" below for a description of these securities.

Agency Pass-Through Certificates

The Funds may invest in Agency Pass-Through Certificates to the same extent they can invest in U.S. government securities. Agency Pass-Through Certificates are mortgage pass-through certificates representing undivided interests in pools of residential mortgage loans. Distribution of principal and interest on the mortgage loans underlying an Agency Pass-Through Certificate is an obligation of or guaranteed by the Government National Mortgage Association (GNMA, or Ginnie Mae), the Federal National Mortgage Association (FNMA, or Fannie Mae) or the Federal Home Loan Mortgage Corporation (FHLMC, or Freddie Mac). GNMA is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The guarantee of GNMA with respect to GNMA certificates is backed by the full faith and credit of the United States, and GNMA is authorized to borrow from the U.S. Treasury in an amount which is at any time sufficient to enable GNMA, with no limitation as to amount, to perform its guarantee.

FNMA is a federally chartered and privately owned corporation organized and existing under federal law. Although the Secretary of the Treasury of the United States has discretionary authority to lend funds to FNMA, neither the United States nor any agency thereof is obligated to finance FNMA's operations or to assist FNMA in any other manner.

FHLMC is a federally chartered corporation organized and existing under federal law, the common stock of which is owned by the Federal Home Loan Banks. Neither the United States nor any agency thereof is obligated to finance FHLMC's operations or to assist FHLMC in any other manner.

The mortgage loans underlying GNMA certificates are partially or fully guaranteed by the Federal Housing Administration or the Veterans Administration, while the mortgage loans underlying FNMA certificates and FHLMC certificates are conventional mortgage loans which are, in some cases, insured by private mortgage insurance

companies. Agency Pass-Through Certificates may be issued in a single class with respect to a given pool of mortgage loans or in multiple classes.

The residential mortgage loans evidenced by Agency Pass-Through Certificates and upon which CMOs (as described further under "- Fixed Income Securities (Balanced Fund) - Mortgage-Backed Securities") are based generally are secured by first mortgages on one- to four-family residential dwellings. Such mortgage loans generally have final maturities ranging from 15 to 40 years and generally provide for monthly payments in amounts sufficient to amortize their original principal amounts by the maturity dates. Each monthly payment on such mortgage loans generally includes both an interest component and a principal component, so that the holder of the mortgage loans receives both interest and a partial return of principal in each monthly payment. In general, such mortgage loans can be prepaid by the borrowers at any time without any prepayment penalty. In addition, many such mortgage loans contain a "due-on-sale" clause requiring the loans to be repaid in full upon the sale of the property securing the loans. Because residential mortgage loans generally provide for monthly amortization and may be prepaid in full at any time, the weighted average maturity of a pool of residential mortgage loans is likely to be substantially shorter than its stated final maturity date. The rate at which a pool of residential mortgage loans is prepaid may be influenced by many factors and is not predictable with precision.

Preferred Stock

Equity Income Fund, Global Infrastructure Fund, International Fund, and International Select Fund may invest in preferred stock as a principal investment strategy. Each other Fund may invest in preferred stock as a non-principal investment strategy. 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. Except as described below under "- Fixed Income Securities (All Funds) - Debt Obligations Rated Less than Investment Grade," investments in nonconvertible preferred stock will be limited to investment-grade securities, defined as securities which are rated at the time of purchase by two of Moody's, Standard & Poor's and Fitch not less than Baa, BBB and BBB (or the equivalent short-term ratings), respectively, unless only one of those rating agencies provides a rating, in which case that rating must be at least Baa or BBB, or which are of comparable quality in the judgment of the Advisor.

Corporate Debt Securities

Balanced Fund and Equity Income Fund may invest in corporate debt securities as a principal investment strategy. Each other Fund may invest in corporate debt securities as a non-principal investment strategy. Corporate debt securities are fully taxable debt obligations issued by corporations. These securities fund capital improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate debt securities lend money to the issuing corporation in exchange for interest payments and repayment of the principal at a set maturity date. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security, such as a call feature. Corporate debt securities are subject to the risk of an issuer's inability to meet principal and interest payments on the obligations and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer's debt securities. As a result of the added debt burden, the credit quality and market value of an issuer's existing debt securities may decline significantly. Except as described below under "- Fixed Income Securities (All Funds) - Debt Obligations Rated Less than Investment Grade," investments in nonconvertible corporate debt securities will be limited to investment-grade securities, defined as securities which are rated at the time of purchase by two of Moody's, Standard & Poor's and Fitch not less than Baa, BBB and BBB (or the equivalent short-term ratings), respectively, unless only one of those rating agencies provides a rating, in which case that rating must be at least Baa or BBB, or which are of comparable quality in the judgment of the Advisor.

Repurchase Agreements

Each of the Funds may invest in repurchase agreements as a non-principal investment strategy. Ordinarily, a Fund does not expect its investments in repurchase agreements to exceed 10% of its total assets. However, because a Fund may invest without limit in cash and short-term securities for temporary defensive purposes, there is no limit on a Fund's ability to invest in repurchase agreements. A repurchase agreement involves the purchase by a 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 purchasing 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) will at all times be maintained in an amount equal to the repurchase price under the agreement (including accrued interest), a 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 Funds enter into repurchase agreements.

The Funds' 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 appropriate Fund will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest).

Debt Obligations Rated Less than Investment Grade

The Funds may invest in both investment grade and non-investment grade debt obligations. Debt obligations rated less than "investment grade" are sometimes referred to as "high yield securities" or "junk bonds." To be consistent with the ratings methodology used by Barclays, the provider of the benchmark for the fixed income assets of Balanced Fund, a debt obligation is considered to be rated "investment grade" if two of Moody's, Standard & Poor's and Fitch rate the security investment-grade (i.e. at least Baa, BBB and BBB, respectively). If ratings are provided by only two of those rating agencies, the more conservative rating is used to determine whether the security is investment-grade. If only one of those rating agencies provides a rating, that rating is used. Balanced Fund may invest up to 20% of the total assets in the fixed income portion of the Fund's portfolio in debt obligations rated lower than investment grade at the time of purchase or unrated and of comparable quality by the Advisor. Balanced Fund will not invest in debt obligations rated lower than CCC at the time of purchase or in unrated securities of equivalent quality. The other Funds may invest in non-investment grade debt obligations rated at least B by two of Standard & Poor's, Moody's and Fitch, unless only one of those rating agencies rates the security, in which case that rating must be at least B, or in unrated securities determined to be of comparable quality.

The "equity securities" in which certain Funds may invest include corporate debt obligations which are convertible into common stock. Equity Income Fund may invest in convertible debt obligations without regard to their ratings, and therefore may hold convertible debt obligations that are rated less than investment grade. Each of the other Funds may invest up to 5% of its net assets in less than investment grade convertible debt obligations.

Yields on non-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 of non-investment grade debt obligations. If the issuer of a security held by a 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 a 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 a Fund's use of non-investment grade debt obligations may be more dependent on the Advisor's or Sub-Advisor's own credit analysis than is the case with investment grade obligations.

Fixed and Floating Rate Debt Obligations

The debt obligations in which the Funds invest as either a principal or non-principal investment strategy may have either fixed or floating rates. 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 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 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. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like floating rate securities with respect to price volatility.

FIXED INCOME SECURITIES (BALANCED FUND)

In addition to the fixed income securities identified above under "- Fixed Income Securities (All Funds)," Balanced Fund may also invest in the following fixed income securities as either a principal or a non-principal investment strategy, as indicated, subject to the ratings restrictions identified above under "- Fixed Income Securities (All Funds) - Debt Obligations Rated Less than Investment Grade."

Asset-Backed Securities

Balanced Fund may invest in asset-backed securities as a principal investment strategy. Asset-backed securities generally constitute interests in, or obligations secured by, a pool of receivables other than mortgage loans, such as automobile loans and leases, credit card receivables, home equity loans and trade receivables. Asset-backed securities generally are issued by a private special-purpose entity. Their ratings and creditworthiness typically depend on the legal insulation of the issuer and transaction from the consequences of a sponsoring entity's bankruptcy, as well as on the credit quality of the underlying receivables and the amount and credit quality of any third-party credit enhancement supporting the underlying receivables or the asset-backed securities. Asset-backed securities and their underlying receivables generally are not issued or guaranteed by any governmental entity.

Collateralized Debt Obligations

Balanced Fund may invest in Collateralized Debt Obligations ("CDOs") as a non-principal investment strategy. Similar to CMOs described below under "- Fixed Income Securities (Balanced Fund) - Mortgage-Backed Securities," CDOs are debt obligations typically issued by a private special-purpose entity and collateralized principally by debt securities (including, for example, high-yield, high-risk bonds, structured finance securities including asset-backed securities, CDOs, mortgage-backed securities and REITs) or corporate loans. The special purpose entity typically issues one or more classes (sometimes referred to as "tranches") of rated debt securities, one or more unrated classes of debt securities that are generally treated as equity interests, and a residual equity interest. The tranches of CDOs typically have different interest rates, projected weighted average lives and ratings, with the higher rated tranches paying lower interest rates. One or more forms of credit enhancement are almost always necessary in a CDO structure to obtain the desired credit ratings for the most highly rated debt securities issued by the CDO. The types of credit enhancement used include "internal" credit enhancement provided by the underlying assets themselves, such as subordination, excess spread and cash collateral accounts, hedges provided by interest rate swaps, and "external" credit enhancement provided by third parties, principally financial guaranty insurance issued by monoline insurers. Despite

this credit enhancement, CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and the disappearance of lower rated protecting tranches, market anticipation of defaults, as well as aversion to CDO securities as a class. CDOs can be less liquid than other publicly held debt issues, and require additional structural analysis.

Dollar Rolls

As a principal investment strategy, Balanced Fund, with respect to its fixed income assets, may enter into mortgage "dollar rolls" in which the Fund sells securities and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. In a mortgage dollar roll, the Fund gives up the right to receive principal and interest paid on the securities sold. However, the Fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase plus any fee income received. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of mortgage dollar rolls. The Fund will segregate until the settlement date cash or liquid securities in an amount equal to the forward purchase price.

Inflation Protected Securities

Balanced Fund may invest in inflation protected securities as a non-principal investment strategy. Inflation protected securities are fixed income securities designed to provide protection against the negative effects of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.

Inflation protected securities issued by the U.S. Treasury have maturities of five, ten, twenty or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if the Fund purchased an inflation protected bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years' inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of U.S. Treasury inflation protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation protected bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Other inflation-protected securities that accrue inflation into their principal value may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-protected securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation protected securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected securities.

The periodic adjustment of U.S. inflation protected bonds is tied to the Consumer Price Index for Urban Consumers ("CPI-U"), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation protected securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If the market perceives

that the adjustment mechanism of an inflation-protected security does not accurately adjust for inflation, the value of the security could be adversely affected.

While inflation protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. The calculation of the inflation index ratio for inflation protected securities issued by the U.S. Treasury incorporates an approximate three-month lag, which may have an effect on the trading price of the securities, particularly during periods of significant, rapid changes in the inflation index. To the extent that inflation has increased during the three months prior to an interest payment, that interest payment will not be protected from the inflation increase. Further, to the extent that inflation has increased during the final three months of a security's maturity, the final value of the security will not be protected against that increase, which will negatively impact the value of the security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation-protected securities may not be protected to the extent that the increase is not reflected in the bond's inflation measure.

Any increase in the principal amount of an inflation-protected security will be considered taxable income to the Fund, even though the Fund does not receive its principal until maturity.

Interest Rate Caps and Floors

As a principal investment strategy, Balanced 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.

Mortgage-Backed Securities

Balanced Fund may invest in mortgage-backed securities as a principal investment strategy. These investments include Agency Pass-Through Certificates, described above under "- Fixed-Income Securities (All Funds) - Agency Pass-Through Certificates," private mortgage pass-through securities, collateralized mortgage obligations, and commercial mortgage-backed securities, as defined and described below.

Private mortgage pass-through securities ("Private Pass-Throughs"). Private Pass-Throughs are structured similarly to GNMA, FNMA and FHLMC mortgage pass-through securities and are issued by originators of and investors in mortgage loans, including savings and loan associations, mortgage bankers, commercial banks, investment banks and special purpose subsidiaries of the foregoing. These securities usually are backed by a pool of fixed or adjustable rate loans. Since Private Pass-Throughs typically are not guaranteed by an entity having the credit status of GNMA, FNMA or FHLMC, such securities generally are structured with one or more types of credit enhancement. Such credit support falls into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provisions of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Fund will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

The ratings of securities for which third-party credit enhancement provides liquidity protection or protection against losses from default are generally dependent upon the continued creditworthiness of the enhancement provider. The ratings of such securities could be subject to reduction in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experience on the underlying pool of assets is better than expected.

Collateralized Mortgage Obligations ("CMOs"). CMOs are debt obligations typically issued by a private special-purpose entity and collateralized by residential or commercial mortgage loans or Agency Pass-Through Certificates. Because CMOs are debt obligations of private entities, payments on CMOs generally are not obligations of or guaranteed by any governmental entity, and their ratings and creditworthiness typically depend, among other factors, on the legal insulation of the issuer and transaction from the consequences of a sponsoring entity's bankruptcy.

CMOs generally are issued in multiple classes, with holders of each class entitled to receive specified portions of the principal payments and prepayments and/or of the interest payments on the underlying mortgage loans. These entitlements can be specified in a wide variety of ways, so that the payment characteristics of various classes may differ greatly from one another. For instance, holders may hold interests in CMO tranches called Z-tranches which defer interest and principal payments until one or other classes of the CMO have been paid in full. In addition, for example:

- In a sequential-pay CMO structure, one class is entitled to receive all principal payments and prepayments on the underlying mortgage loans (and interest on unpaid principal) until the principal of the class is repaid in full, while the remaining classes receive only interest; when the first class is repaid in full, a second class becomes entitled to receive all principal payments and prepayments on the underlying mortgage loans until the class is repaid in full, and so forth.

- A planned amortization class ("PAC") of CMOs is entitled to receive principal on a stated schedule to the extent that it is available from the underlying mortgage loans, thus providing a greater (but not absolute) degree of certainty as to the schedule upon which principal will be repaid.

- An accrual class of CMOs provides for interest to accrue and be added to principal (but not be paid currently) until specified payments have been made on prior classes, at which time the principal of the accrual class (including the accrued interest which was added to principal) and interest thereon begins to be paid from payments on the underlying mortgage loans.

- An interest-only class of CMOs entitles the holder to receive all of the interest and none of the principal on the underlying mortgage loans, while a principal-only class of CMOs entitles the holder to receive all of the principal payments and prepayments and none of the interest on the underlying mortgage loans.

- A floating rate class of CMOs entitles the holder to receive interest at a rate which changes in the same direction and magnitude as changes in a specified index rate. An inverse floating rate class of CMOs 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. Floating rate and inverse floating rate classes also may be subject to "caps" and "floors" on adjustments to the interest rates which they bear.

- A subordinated class of CMOs is subordinated in right of payment to one or more other classes. Such a subordinated class provides some or all of the credit support for the classes that are senior to it by absorbing losses on the underlying mortgage loans before the senior classes absorb any losses. A subordinated class which is subordinated to one or more classes but senior to one or more other classes is sometimes referred to as a "mezzanine" class. A subordinated class generally carries a lower rating than the classes that are senior to it, but may still carry an investment grade rating.

It generally is more difficult to predict the effect of changes in market interest rates on the return on mortgage-backed securities than to predict the effect of such changes on the return of a conventional fixed-rate debt instrument, and the magnitude of such effects may be greater in some cases. The return on interest-only and principal-only mortgage-backed securities is particularly sensitive to changes in interest rates and prepayment speeds. When interest rates decline and prepayment speeds increase, the holder of an interest-only mortgage-backed security may not even recover its initial investment. Similarly, the return on an inverse floating rate CMO is likely to decline more sharply in periods of increasing interest rates than that of a fixed-rate security. For these reasons, interest-only, principal-only and inverse floating rate mortgage-backed securities generally have greater risk than more conventional classes of mortgage-backed securities. The Balanced Fund will not invest more than 10% of its total assets in interest-only, principal-only, inverse interest-only or inverse floating rate mortgage-backed securities.

Commercial Mortgage-Backed Securities. Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial property, such as hotels, office buildings, retail stores, hospitals, and other commercial buildings. These securities may have a lower prepayment uncertainty than other mortgage-backed securities because commercial mortgage loans generally prohibit or impose penalties on prepayments of principal. In addition, commercial mortgage-backed securities often are structured with some form of credit enhancement to protect against potential losses on the underlying mortgage loans. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and may exhibit greater price volatility than other types of mortgage-backed securities.

Adjustable Rate Mortgage Securities ("ARMS"). Balanced Fund may invest in ARMS as a non-principal investment strategy. ARMS are pass-through mortgage securities collateralized by mortgages with interest rates that are adjusted from time to time. ARMS also include adjustable rate tranches of CMOs. The adjustments usually are determined in accordance with a predetermined interest rate index and may be subject to certain limits. While the values of ARMS, like other debt securities, generally vary inversely with changes in market interest rates (increasing in value during periods of declining interest rates and decreasing in value during periods of increasing interest rates), the values of ARMS should generally be more resistant to price swings than other debt securities because the interest rates of ARMS move with market interest rates. The adjustable rate feature of ARMS will not, however, eliminate fluctuations in the prices of ARMS, particularly during periods of extreme fluctuations in interest rates.

ARMS typically have caps which limit the maximum amount by which the interest rate may be increased or decreased at periodic intervals or over the life of the loan. To the extent interest rates increase in excess of the caps, ARMS can be expected to behave more like traditional debt securities and to decline in value to a greater extent than would be the case in the absence of such caps. Also, since many adjustable rate mortgages only reset on an annual basis, it can be expected that the prices of ARMS will fluctuate to the extent changes in prevailing interest rates are not immediately reflected in the interest rates payable on the underlying adjustable rate mortgages. The extent to which the prices of ARMS fluctuate with changes in interest rates will also be affected by the indices underlying the ARMS.

Zero Coupon Securities

Balanced Fund may invest in zero coupon, fixed income securities as a non-principal investment strategy. 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. In addition, while zero coupon securities 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, as amended (the "Code").

FOREIGN CURRENCY TRANSACTIONS

The Funds (other than the Quant Funds, and Equity Index Fund, Mid Cap Index Fund, and Small Cap Index Fund, collectively, the "Index Funds") may invest in securities which are purchased and sold in foreign currencies as a principal investment strategy. The value of the Funds' assets as measured in U.S. dollars therefore may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. The Funds also will incur costs in converting U.S. dollars to local currencies, and vice versa. The Funds therefore may enter into foreign currency transactions as a principal investment strategy.

The Funds will conduct their foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward foreign currency exchange contract involves an obligation to purchase or sell an amount of a specific currency at a specific price on a future date agreed upon by the parties. These forward currency contracts are traded directly between currency traders (usually large commercial banks) and their customers.

The Funds may enter into forward currency contracts in order to hedge against adverse movements in exchange rates between currencies. The Funds may engage in "transaction hedging" to protect against a change in the foreign currency exchange rate between the date a Fund contracts to purchase or sell a security and the settlement date, or to "lock in" the U.S. dollar equivalent of a dividend or interest payment made in a foreign currency. The Funds also may engage in "portfolio hedging" to protect against a decline in the value of its portfolio securities as measured in U.S. dollars which could result from changes in exchange rates between the U.S. dollar and the foreign currencies in which the portfolio securities are purchased and sold. The Funds also may hedge foreign currency exchange rate risk by engaging in currency futures and options transactions.

Although a foreign currency hedge may be effective in protecting a Fund from losses resulting from unfavorable changes in exchanges rates between the U.S. dollar and foreign currencies, it also would limit the gains which might be realized by the Fund from favorable changes in exchange rates. The Advisor's or a Sub-Advisor's decision whether to enter into currency hedging transactions will depend in part on its view regarding the direction and amount in which exchange rates are likely to move. The forecasting of movements in exchange rates is extremely difficult, so that it is highly uncertain whether a hedging strategy, if undertaken, would be successful. To the extent that the Advisor's or a Sub-Advisor's view regarding future exchange rates proves to have been incorrect, a Fund may realize losses on its foreign currency transactions.

Forward Foreign Currency Exchange Contracts

A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers. A Fund will not enter into such forward contracts or maintain a net exposure in such contracts where it would be obligated to deliver an amount of foreign currency in excess of the value of its securities or other assets denominated in that currency. Each Fund will comply with applicable SEC positions requiring it to segregate assets to cover its commitments with respect to such contracts. The Funds generally will not enter into a forward contract with a term longer than one year.

Foreign Currency Futures Transactions

Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery period and may be traded on boards of trade and commodities exchanges or directly with a dealer which makes a market in such contracts and options. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts. As part of their financial futures transactions, the Funds may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, the Funds may be able to achieve many of the same objectives as through investing in forward foreign currency exchange contracts.

Foreign Currency Options

A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration.

A foreign currency call option rises in value if the underlying currency appreciates. Conversely, a foreign currency put option rises in value if the underlying currency depreciates. While purchasing a foreign currency option may protect a Fund against an adverse movement in the value of a foreign currency, it would limit the gain which might result from a favorable movement in the value of the currency. For example, if the Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. In such an event, however, the amount of the Fund's gain would be offset in part by the premium paid for the option. Similarly, if the Fund entered into a contract to purchase a

security denominated in a foreign currency and purchased a foreign currency call to hedge against a rise in the value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its call if the currency instead depreciated in value. In such a case, the Fund could acquire the amount of foreign currency needed for settlement in the spot market at a lower price than the exercise price of the option.

FOREIGN SECURITIES

General

The Funds may invest in foreign securities as a principal investment strategy. Under normal market conditions, International Fund and International Select Fund invest principally in foreign securities and the other Equity Funds (other than the Quant Funds and the Index Funds) each may invest up to 25% of its total assets (25% of the equity portion and 20% of the debt securities portion of Balanced Fund) in securities of foreign issuers. To the extent described above under "- Foreign Currency Transactions," the Funds' investments in foreign securities may include investments in securities which are purchased and sold in foreign currencies.

Investment in foreign securities is subject to special investment risks that differ in some respects from those related to investments in securities of U.S. 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 U.S. corporations. The principal markets on which these securities trade may have less volume and liquidity, and may be more volatile, than securities markets in the United States.

In addition, there may be less publicly available information about a foreign company than about a U.S. domiciled company. Foreign companies generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. 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 U.S. banks, foreign banks and foreign issuers may be subject to less stringent reserve requirements and to different accounting, auditing, reporting, and record keeping standards than those applicable to domestic branches of U.S. banks and U.S. domestic issuers.

Emerging Markets

Global Infrastructure Fund, International Fund and International Select Fund may invest in securities issued by the governmental and corporate issuers that are located in emerging market countries as a principal investment strategy. Balanced Fund may invest up to 20% of its total assets held within the debt securities portion, and up to 5% of its total assets held within the equity securities portion, of the Fund in such securities. Each other Fund, with the exception of the Quant Funds and Index Funds, may invest up to 5% of its total assets in such securities. Investments in securities of issuers in emerging market countries may be subject to potentially higher risks than investments in developed countries. These risks include (i) less social, political and economic stability; (ii) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which may result in a lack of liquidity and in greater price volatility; (iii) certain national policies which may restrict a Fund's investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (iv) foreign taxation; (v) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vi) the limited development and recent emergence, in certain countries, of a capital market structure or market-oriented economy; and (vii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in such countries.

Despite the dissolution of the Soviet Union, the Communist Party may continue to exercise a significant role in certain (particularly Eastern European) countries. To the extent of the Communist Party's influence, investments in such countries will involve risks of nationalization, expropriation and confiscatory taxation. The communist governments of a number of such countries expropriated large amounts of private property in the past, in many cases without adequate compensation, and there can be no assurance that such expropriation will not occur in the future. In the event of such

expropriation, a Fund could lose a substantial portion of any investments it has made in the affected countries. Further, no accounting standards exist in many developing countries. Finally, even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial to the actual market values and may be adverse to Fund shareholders.

Certain countries, which do not have market economies, are characterized by an absence of developed legal structures governing private and foreign investments and private property. Certain countries require governmental approval prior to investments by foreign persons, or limit the amount of investment by foreign persons in a particular company, or limit the investment of foreign persons to only a specific class of securities of a company that may have less advantageous terms than securities of the company available for purchase by nationals.

Authoritarian governments in certain countries may require that a governmental or quasi-governmental authority act as custodian of the Funds' assets invested in such country. To the extent such governmental or quasi-governmental authorities do not satisfy the requirements of the 1940 Act to act as foreign custodians of the Funds' cash and securities, the Funds' investment in such countries may be limited or may be required to be effected through intermediaries. The risk of loss through governmental confiscation may be increased in such countries.

Depositary Receipts

The Funds' investments in foreign securities may include investment in depositary receipts, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). U.S. dollar-denominated ADRs, which are traded in the United States on exchanges or over-the-counter, are issued by domestic banks. ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. ADRs do not eliminate all the risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in foreign issuers' stock, a Fund can avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for many ADRs. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject. The Funds also may invest in EDRs, GDRs, and in other similar instruments representing securities of foreign companies. EDRs and GDRs are securities that are typically issued by foreign banks or foreign trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs and GDRs are structured similarly to the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets and are not necessarily denominated in the currency of the underlying security.

Certain depositary receipts, typically those denominated as unsponsored, require the holders thereof to bear most of the costs of the facilities while issuers of sponsored facilities normally pay more of the costs thereof. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders in respect to the deposited securities, whereas the depository of a sponsored facility typically distributes shareholder communications and passes through voting rights.

Foreign Securities Exchanges

Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges. Foreign markets also have different clearance and settlement procedures, and in some markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of a Fund is uninvested. In addition, settlement problems could cause a Fund to miss attractive investment opportunities or to incur losses due to an inability to sell or deliver securities in a timely fashion. In the event of a default by an issuer of foreign securities, it may be more difficult for a Fund to obtain or to enforce a judgment against the issuer.

FUTURES AND OPTIONS ON FUTURES

The Funds may engage in futures transactions and options on futures as a principal investment strategy, including, for certain Funds, stock and interest rate index futures contracts and options thereon. Certain Funds may also

enter into foreign currency futures transactions, which are discussed in more detail above under "- Foreign Currency Transactions."

A futures contract is an agreement between two parties to buy and sell a security for a set price on a future date. These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security. An option on a futures contract gives the holder of the option the right to buy or sell a position in a futures contract to the writer of the option, at a specified price and on or before a specified expiration date.

An interest rate, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made.

Futures options possess many of the same characteristics as options on securities, currencies and indexes (discussed below under "- Options Transactions"). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.

The Funds intend generally to use futures contracts and futures options to hedge against market risk. For example, the Balanced Fund, with respect to its fixed income assets, might use futures contracts to hedge against anticipated changes in interest rates that might adversely affect either the value of the Fund's securities or the price of the securities that the Fund intends to purchase. The Fund's hedging activities may include sales of futures contracts as an offset against the effect of expected increases in interest rates, and purchases of futures contracts as an offset against the effect of expected declines in interest rates. Although other techniques could be used to reduce a Fund's exposure to interest rate fluctuations, the Fund may be able to hedge its exposure more effectively and perhaps at a lower cost by using futures contracts and futures options.

The Funds will only enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets ("initial margin"). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. Margin requirements on foreign exchanges may be different than on U.S. exchanges and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expects to earn interest income on its initial margin deposits. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, the Fund will mark to market its open futures positions.

The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

Futures transactions also involve brokerage costs and the Fund may have to segregate additional liquid assets in accordance with applicable SEC requirements.

Although some futures contracts call for making or taking delivery of the underlying currency or securities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying currency, security, and delivery month). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.

The Funds may write covered straddles consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet the Fund's immediate obligations.

Limitations on Use of Futures and Futures Options

Aggregate initial margin deposits for futures contracts, and premiums paid for related options, may not exceed 5% of a Fund's total assets. Futures transactions will be limited to the extent necessary to maintain a Fund's qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code").

Risks Associated with Futures and Futures Options

There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.

Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and the Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.

CFTC Information

The Commodity Futures Trading Commission (the "CFTC"), a federal agency, regulates trading activity pursuant to the Commodity Exchange Act, as amended (the "CEA"). The CFTC requires the registration of a Commodity Pool Operator (a "CPO"), which is 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 files a notice of eligibility. The Funds have

filed a notice of eligibility claiming exclusion from the status of CPO and, therefore, are not subject to registration or regulation as a CPO under the CEA.

INDEX PARTICIPATIONS AND INDEX PARTICIPATION CONTRACTS

The Index Funds may invest in index participations and index participation contracts as a principal investment strategy. Index participations and index participation contracts provide the equivalent of a position in the securities comprising an index, with each security's representation equaling its index weighting. Moreover, their holders are entitled to payments equal to the dividends paid by the underlying index securities. Generally, the value of an index participation or index participation contract will rise and fall along with the value of the related index.

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, as a non-principal investment strategy each of the Funds 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 Funds will only enter into domestic 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 Funds will pay a portion of the income earned on the lending transaction to the placing broker and may pay administrative and custodial fees in connection with these loans.

In these loan arrangements, the Funds will receive collateral in the form of cash, U.S. 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 or the applicable Fund's lending agent and, if the market value of the loaned securities increases, the borrower must furnish additional collateral to the lending Fund. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on the securities. Loans are subject to termination at any time by the lending Fund or the borrower. While a 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.

When a Fund lends portfolio securities to a borrower, payments in lieu of dividends made by the borrower to the Fund will not constitute "qualified dividends" taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. See "Taxation."

U.S. Bank, N.A. acts as securities lending agent for the Funds and receives 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. U.S. Bank receives fees of up to 25% of each Fund's net income from securities lending transactions. For each Fund, except Global Infrastructure Fund, International Fund and International Select Fund, collateral for securities on loan is invested in a money market fund administered by FAF Advisors and FAF Advisors receives an administration fee equal to 0.02% of such Fund's average daily net assets. For Global Infrastructure Fund, International Fund, and International Select Fund, collateral for securities on loan is invested in a money market fund administered by State Street Bank and Trust Company.

OPTIONS TRANSACTIONS

To the extent set forth below, the Funds may purchase put and call options on securities, stock indices, interest rate indices, commodity indices, and/or foreign currencies. These transactions will be undertaken for the purpose of reducing risk to the Funds; that is, for "hedging" purposes, or, in the case of options written by a Fund, to produce additional income. Options on futures contracts are discussed above under "- Futures and Options on Futures."

Options on Securities

As a principal investment strategy, each Fund (other than the Index Funds) 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.

A Fund may purchase put options to hedge against a decline in the value of its portfolio. By using put options in this way, a 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, a 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 Stock and Interest Rate Indices

As a principal investment strategy, each Fund may purchase put and call options on stock indices and Balanced Fund may purchase put and call options on interest rate indices. An option on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the 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. Settlements for index options are always in cash. Gain or loss depends on market movements with respect to specific financial instruments. The multiplier for 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 index. Options on different indices may have different multipliers.

Options on Currencies

Foreign currency options are discussed in detail above under "- Foreign Currency Transactions - Foreign Currency Options."

Writing Call Options

As a principal investment strategy, the Funds may write (sell) covered call options covering up to 25% of the equity securities owned by such Funds, except that International Fund and International Select Fund may write (sell) covered call options covering up to 50% of the equity securities owned by such Funds. These transactions would be undertaken principally to produce additional income.

Covered Options

The Fund will write options only if they are "covered." In the case of a call option on a security, the option is "covered" if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other liquid assets in such amount are segregated) upon conversion or exchange of the securities held by the Fund. For a call option on an index or currency, the option is covered if the Fund segregates liquid assets in an amount equal to the contract value of the index or currency. A call option is also covered if the Fund holds a call on the same security, index or currency as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets. A put option on a security, currency or index is "covered" if the Fund segregates liquid assets equal to the exercise price. A put option is also covered if the Fund holds a put on the same security, currency or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets. A straddle will be covered when sufficient assets are deposited to meet the Fund's immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is "in the money."

Expiration or Exercise of Options

If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security, currency or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.

A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security, currency or index in relation to the exercise price of the option, the volatility of the underlying security, currency or index, and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the Fund. The premium received for an option written by a Fund is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked price.

Risks Associated with Options Transactions

There are several risks associated with options transactions. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill it obligations as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by a Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put) or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.

There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise.

If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, a Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by a Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund's securities during the period the option was outstanding.

Limitations

None of the Funds, other than International Fund and International Select Fund, will 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. A 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.

OTHER INVESTMENT COMPANIES

Each Fund may invest in other investment companies, such as mutual funds, closed-end funds, and exchange-traded funds ("ETFs"). Global Infrastructure Fund, International Fund, International Select Fund and the Quant Funds may do so as a principal investment strategy. Under the 1940 Act, a Fund's investment in such securities, subject to certain exceptions, currently is limited to 3% of the total voting stock of any one investment company; 5% of the Fund's total assets with respect to any one investment company; and 10% of a Fund's total assets in the aggregate. A Fund's investments in other investment companies may include money market mutual funds, including money market funds advised by the Advisor. Investments in money market funds are not subject to the percentage limitations set forth above.

If a Fund invests in other investment companies, Fund shareholders will bear not only their proportionate share of the Fund's expenses, but also, indirectly, the similar expenses of the underlying investment companies. Shareholders would also be exposed to the risks associated not only to the Fund, but also to the portfolio investments of the underlying investment companies. Shares of certain closed-end funds may at times be acquired only at market prices representing premiums to their net asset values. Shares acquired at a premium to their net asset value may be more likely to subsequently decline in price, resulting in a loss to the Fund and its shareholders. The underlying securities in an ETF may not follow the price movements of the industry or sector the ETF is designed to track. Trading in an ETF may be halted if the trading in one or more of the ETF's underlying securities is halted.

REAL ESTATE INVESTMENT TRUST ("REIT") SECURITIES

A majority of Real Estate Securities Fund's total assets will be invested in securities of real estate investment trusts. Each other Fund may invest in REITs as a non-principal investment strategy. REITs are publicly traded corporations or trusts that specialize in acquiring, holding, and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 90% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.

REITs generally can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT. Although Real Estate Securities Fund can invest in all three kinds of REITs, its emphasis is expected to be on investments in Equity REITs.

Because Real Estate Securities Fund invests primarily in the real estate industry, it is particularly subject to risks associated with that industry. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to such companies, and companies which service the real estate industry.

Because Real Estate Securities Fund may invest a substantial portion of its assets in REITs, it also is subject to risks associated with direct investments in REITs. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they

hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Code or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through the Funds, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.

ROYALTY TRUSTS

The Funds may invest in publicly-traded royalty trusts as a non-principal investment strategy. Royalty trusts are income-oriented equity investments that indirectly, through the ownership of trust units, provide investors (called "unit holders") with exposure to energy sector assets such as coal, oil and natural gas. A royalty trust receives royalty income from the production of a natural resource and then distributes this income to unit holders less deductions for management fees and capital expenses. The trusts have no physical operations of their own and have no management or employees; rather, they are merely financing vehicles. Other companies mine the resources and pay royalties on those resources to the trust.

The level of royalty income the trust receives is subject to swings in commodity prices and production levels, which can cause distributions of royalty income to be very inconsistent. Commodity prices can fluctuate widely on a month-to-month basis in response to a variety of factors that are beyond the control of the trust, including political conditions in a major commodity producing region, especially the Middle East in the case of crude oil, worldwide economic conditions, weather conditions, the supply and price of domestic and foreign energy resources, the level of consumer demand, the price and availability of alternative energy resources, the proximity to, and capacity of, transportation facilities, the effect of worldwide energy conservation measures, and the nature and extent of governmental regulation and taxation. When prices decline, the trust is affected in two ways. First, net royalties are reduced. Second, exploration and development activity on the underlying properties may decline as some projects may become uneconomic and are either delayed or eliminated. It is impossible to predict future crude oil and natural gas price movements, and this reduces the predictability of future cash distributions to unit holders.

The assets of the trust are depleting assets and, if the operators developing the underlying properties do not perform additional development projects, the assets may deplete faster than expected. In some cases, operators may sacrifice opportunities to reinvest in the business in order to maintain or increase the level of royalty income passed onto the trust. Eventually, the assets of the trust will cease to produce in commercial quantities and the trust will cease to receive royalties. There is no guarantee that distributions made to a unit holder over the life of these depleting assets will equal or exceed the purchase price paid by the unit holder. If the business starts to lose money, the trust can reduce or even eliminate distributions.

Trust unit holders generally have limited or no voting rights and limited ability to enforce the trust's rights against the current or future operators developing the underlying properties. For example, there is no requirement for annual meetings of trust unit holders or for an annual election of the trustee(s). In some cases, the limited liability of unit holders is also uncertain. The unit holders are not protected from the liabilities of the trust to the same extent that a shareholder would be protected from a corporation's liabilities, and could theoretically have unlimited liability for the actions of the trust.

Royalty trusts are structured to avoid taxes at the entity level. In a traditional corporate tax structure, net income is taxed at the corporate level and again as dividends in the hands of the unit holder. An income trust, if properly structured, should not be subject to U.S Federal income tax. This flow-through structure means that the distributions to unit holders are generally higher than dividends from an equivalent corporate entity. Each unit holder is taxable on this pro rata share of the trust's net income. Distributions from U.S. royalty trusts are considered ordinary income to the holder and are taxed accordingly. Due to the depleting nature of oil and gas assets, a depletion deduction is available to unit holders to defer taxes on royalty income, enhancing the taxable equivalent yield. The flow-through tax structure of royalty trusts could be challenged under existing laws, or the tax laws could change.

SHORT-TERM TEMPORARY INVESTMENTS

In an attempt to respond to adverse market, economic, political or other conditions, the Funds may temporarily invest without limit in a variety of short-term instruments such as rated commercial paper and variable amount master demand notes; U.S. dollar-denominated time and savings deposits (including certificates of deposit); bankers' acceptances; obligations of the U.S. government or its agencies or instrumentalities; repurchase agreements collateralized by eligible investments of a Fund; money market mutual funds (which investments also are subject to an advisory fee); and other similar high-quality short-term U.S. dollar-denominated obligations. The other mutual funds in which the Fund may so invest include money market funds advised by the Advisor.

The Funds may also invest in Eurodollar certificates of deposit issued by foreign branches of U.S. or foreign banks; Eurodollar time deposits, which are U.S. dollar-denominated deposits in foreign branches of U.S. or foreign banks; and Yankee certificates of deposit, which are U.S. dollar-denominated certificates of deposit issued by U.S. branches of foreign banks and held in the United States. In each instance, these Funds 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 Funds and other funds advised by the Advisor to the extent permitted by an exemptive order issued by the SEC with respect to the Funds. 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. Subject to the limitations described in the Prospectus, the Funds may purchase commercial paper consisting of issues rated at the time of purchase within the two highest rating categories by Standard & Poor's, Fitch or Moody's, or which have been assigned an equivalent rating by another nationally recognized statistical rating organization. The Funds also may invest in commercial paper that is not rated but that is determined by the Advisor to be of comparable quality to instruments that are so rated. For a description of the rating categories of Standard & Poor's, Fitch and Moody's, see Appendix A.

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 a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time. While the notes are not typically rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial, and other business concerns) must satisfy the same criteria as set forth above for commercial paper. 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 ("VRDOs") 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 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.

SWAP AGREEMENTS

Balanced Fund may enter into interest rate, total return and credit default swap agreements as a principal investment strategy. The Fund may also enter into options on the foregoing types of swap agreements ("swap options") and in bonds issued by special purpose entities that are backed by a pool of swaps.

Swap agreements are two party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined investment or index. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. The Fund may write (sell) and purchase put and call swap options.

Interest rate swaps involve the exchange of a fixed rate of interest for a floating rate of interest, usually over a one- to ten-year term. In a total return swap, one party agrees to pay the other the "total return" of a defined underlying asset, usually in return for a specified fixed or floating cash flow unrelated to the credit worthiness of the underlying asset. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined portfolios of loans and mortgages. Credit default swaps involve the exchange of a monthly interest rate spread over a period of time for the risk of default by an individual corporate borrower or with respect to a basket of securities.

One example of the use of swaps within the Fund may be to manage the interest rate sensitivity of the Fund. The Fund might receive or pay a fixed interest rate of a particular maturity and pay or receive a floating rate in order to increase or decrease the duration of the Fund. Or, the Fund may buy or sell swap options to effect the same result. The Fund may also replicate a security by selling it, placing the proceeds in cash deposits, and receiving a fixed rate in the swap market.

Another example of the use of swaps within the Fund is the use of credit default swaps to buy or sell credit protection. A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. The seller of credit protection against a security or basket of securities receives an upfront or periodic payment to compensate against potential default events. The Fund may enhance income by selling protection or protect credit risk by buying protection. Market supply and demand factors may cause distortions between the cash securities market and the credit default swap market. The credit protection market is still relatively new and should be considered illiquid.

The Fund might enter into a total return swap involving an underlying index or basket of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap can be used by a portfolio manager to assume risk, without the complications of buying the component securities from what may not always be the most liquid of markets.

Most swap agreements entered into by the Fund would calculate the obligations of the parties to the agreement on a "net basis." Consequently, the Fund's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). The Fund's current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by assets determined to be liquid by the Advisor.

The use of swap agreements by the Fund entails certain risks. Interest rate swaps could result in losses if interest rate changes are not correctly anticipated by the Fund. Total return swaps could result in losses if the underlying asset does not perform as anticipated by the Fund. Credit default swaps could result in losses if the Fund does not correctly evaluate the creditworthiness of the company or companies on which the credit default swap is based.

The Fund will generally incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Fund purchases a swap option it risks losing only the amount of the premium it has paid should

it decide to let the option expire unexercised. However, when the Fund writes a swap option it will be obligated, upon exercise of the option, according to the terms of the underlying agreement.

Because swaps are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

TRUST PREFERRED SECURITIES

Balanced Fund may invest in trust preferred securities as a non-principal investment strategy. Trust preferred securities are preferred securities typically issued by a special purpose trust subsidiary and backed by subordinated debt of that subsidiary's parent corporation. Trust preferred securities may have varying maturity dates, at times in excess of 30 years, or may have no specified maturity date with an onerous interest rate adjustment if not called on the first call date. Dividend payments of the trust preferred securities generally coincide with interest payments on the underlying subordinated debt. Trust preferred securities generally have a yield advantage over traditional preferred stocks, but unlike preferred stocks, distributions are treated as interest rather than dividends for federal income tax purposes and therefore, are not eligible for the dividends-received deduction. See "Taxation." Trust preferred securities are subject to unique risks, which include the fact that dividend payments will only be paid if interest payments on the underlying obligations are made, which interest payments are dependent on the financial condition of the parent corporation and may be deferred for up to 20 consecutive quarters. There is also the risk that the underlying obligations, and thus the trust preferred securities, may be prepaid after a stated call date or as a result of certain tax or regulatory events, resulting in a lower yield to maturity.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

Each of the Funds (other than the Index Funds) may purchase securities on a when-issued or delayed delivery basis as a non-principal investment strategy. 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. A 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, each Fund will segregate cash or liquid securities in an amount sufficient to meet its purchase commitments.

The purchase of securities on a when-issued or delayed delivery basis exposes a Fund to risk because the securities may decrease in value prior to delivery. In addition, a 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 a Fund could prevent the Fund from realizing a price or yield considered to be advantageous.

When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, the Fund will segregate cash or liquid securities in an amount sufficient to meet the Fund's purchase 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 a Fund will set aside cash or liquid securities to satisfy its purchase commitments, 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 became significant. Under normal market conditions, however, a Fund's commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and policies set forth in the Prospectuses and under the caption "Additional Information Concerning Fund Investments" above, each of the Funds is subject to the investment

restrictions set forth below. The investment restrictions set forth in paragraphs 1 through 8 below are fundamental and cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of that Fund as defined in the 1940 Act, that is, 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.

None of the Funds will:

1. Concentrate its investments in a particular industry, except that any Fund with one or more industry concentrations implied by its name shall, in normal market conditions, concentrate in securities of issues within that industry or industries. For purposes of this limitation, the U.S. Government is not considered a member 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.

2. 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.

3. With respect to 75% of its total assets, purchase securities of an issuer (other than (i) securities issued by other investment companies, (ii) securities issued by the U.S. Government, its agencies, instrumentalities or authorities, or (iii) repurchase agreements fully collateralized by U.S. Government securities) if (a) such purchase would, at the time, cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. This investment restriction does not apply to the Real Estate Securities Fund.

4. Invest in companies for the purpose of control or management.

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

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

7. 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.

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

For purposes of applying the limitation set forth in number 1 above, according to the current interpretation by the SEC, the Fund would be concentrated in an industry if more than 25% of its total assets, based on current market value at the time of purchase, were invested in that industry. The Funds will generally use industry classifications provided by the Global Industry Classification System.

For determining compliance with its investment restriction relating to industry concentration, Balanced Fund classifies asset-backed securities in its portfolio in separate industries based upon a combination of the industry of the issuer or sponsor and the type of collateral. The industry of the issuer or sponsor and the type of collateral will be determined by the Advisor. For example, an asset-backed security known as "Money Store 94-D A2" would be classified as follows: the issuer or sponsor of the security is The Money Store, a personal finance company, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Personal Finance Companies -- Automobile. Similarly, an asset-backed security known as "Midlantic Automobile Grantor Trust 1992-1 B" would be classified as follows:
the issuer or sponsor of the security is Midlantic National Bank, a banking organization, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Banks -- Automobile. Thus, an issuer or sponsor may be included in more than one "industry" classification, as may a particular type of collateral.

For purposes of applying the limitation set forth in number 2 above, under the 1940 Act as currently in effect, the Funds are not permitted to issue senior securities, except that the Fund may borrow from any bank if immediately after such borrowing the value of the Fund's total assets is at least 300% of the principal amount of all of the Fund's borrowings (i.e., the principal amount of the borrowings may not exceed 33 1/3% of the Fund's total assets). In the event that such asset coverage shall at any time fall below 300% the Fund shall, within three days thereafter (not including Sundays and holidays) reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%.

For purposes of applying the limitation set forth in number 8 above, there are no limitations with respect to unsecured loans made by the Fund to an unaffiliated party. However, when the Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section
18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan.

The following restrictions are non-fundamental and may be changed by FAIF's Board of Directors without a shareholder vote:

None of the Funds will:

1. Invest more than 15% of its net assets in all forms of illiquid investments.

2. Borrow money in an amount exceeding 10% of the borrowing Fund's total assets. None of the Funds will borrow money for leverage purposes. For the purpose of this investment restriction, the use of options and futures transactions and the purchase of securities on a when-issued or delayed delivery basis shall not be deemed the borrowing of money. No Fund will make additional investments while its borrowings exceed 5% of total assets.

3. Make short sales of securities.

4. Lend portfolio securities representing in excess of one-third of the value of its total assets.

5. Pledge any assets, except in connection with any permitted borrowing and then in amounts not in excess of one-third of the Fund's total assets, provided that for the purposes of this restriction, margin deposits, security interests, liens and collateral arrangements with respect to options, futures contracts, options on futures contracts, and other permitted investments and techniques are not deemed to be a pledge of assets for purposes of this limitation.

6. Acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.

With respect to the non-fundamental restriction set forth in number 1 above, the Fund will monitor portfolio liquidity on an ongoing basis and, in the event more than 15% of the Fund's net assets are invested in illiquid investments, the Fund will reduce its holdings of illiquid securities in an orderly fashion in order to maintain adequate liquidity.

The Board of Directors has adopted guidelines and procedures under which the Fund's investment advisor is to determine whether the following types of securities which may be held by the Fund 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 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.

PORTFOLIO TURNOVER

The portfolio turnover rate for Large Cap Select Fund was significantly higher during the fiscal year ended October 31, 2008 than during the fiscal year ended October 31, 2007. This increase was primarily attributable to extreme market volatility and the Advisor's efforts to manage the Fund's capital loss position during the period.

DISCLOSURE OF PORTFOLIO HOLDINGS

PUBLIC DISCLOSURE

Each Fund is required by the SEC to file its portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with each fund's annual and semi-annual reports on form N-CSR for the second and fourth fiscal quarters and on Form N-Q for the first and third fiscal quarters. These filings are generally available within sixty days of the end of the relevant Fund's fiscal quarter. In addition, the First American Fund Family makes portfolio holdings information publicly available for all First American Funds other than Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund (the "Index Funds," series of FAIF), the series of FAF (the "Money Market Funds"), which are money market funds, and the series of the Mount Vernon Trust by posting the information on the First American Funds website on a quarterly basis. The Funds will attempt to post such information within ten business days of the quarter end. Until such time as it is posted, it will be Undisclosed Holdings Information, as defined below, and subject to the Funds' procedures regarding the disclosure of Undisclosed Holdings Information.

NONPUBLIC DISCLOSURE

The Funds' board of directors has adopted policies and procedures (the "Disclosure Policies"), which prohibit the release of information concerning portfolio holdings, or information derived therefrom ("Undisclosed Holdings Information"), that has not been made public through SEC filings or the website. Different exceptions to this prohibition are made depending on the type of third party that receives the Undisclosed Holdings Information. The Disclosure Policies are designed to prevent the use of portfolio holdings information to trade against the Funds, or otherwise use the information in a way that would harm the Funds, and to prevent selected investors from having nonpublic information that will allow them to make advantageous decisions with respect to purchasing and selling Fund shares.

Because the portfolios of the Index Funds generally mirror the composition of published indices, the Index Funds are not subject to the Disclosure Policies. In addition, the Money Market Funds are not subject to the Disclosure Policies because these Funds hold only short-term money market securities that generally do not vary significantly in value over short periods of time. The Mount Vernon Trust is not subject to the Disclosure Policies because the series of the trust are not available to the general public, but are only offered in connection with the investment of collateral received in connection with securities lending. Because of the types of securities held by, or the limited purpose of, the foregoing Funds, such Funds' portfolio holdings information would not be subject to the types of misuses that the Disclosure Policies are designed to prevent.

Disclosure within FAF Advisors and Its Affiliates and to Fund Directors. Undisclosed Holdings Information and information derived therefrom is provided, or otherwise made available, on a daily basis (a) without prior approval, to individuals who are employed by FAF Advisors and who have a need to know the information, such as investment, compliance and treasury personnel, and (b) to individuals employed by affiliates of FAF Advisors who are not otherwise entitled to receive such information under "Disclosure to Fund Service Providers and Prospective Service Providers," below, if (1) such individuals are subject to FAF Advisors Code of Ethics, or that of an affiliate, which imposes a duty not to trade on such information; (2) the fund to which such information relates is subject to FAF Advisors' market timing review; and (3) FAF Advisors' Internal Compliance Controls Committee has determined that improper use of such information by such individuals is not likely to affect the funds in any material respect based on factors such as the types of funds to which the Undisclosed Holdings Information relate, the flows of investment into such funds, and reports of portfolio managers regarding the stability of assets in such funds.

Undisclosed Holdings Information and information derived therefrom also may be provided to directors of the First American Funds and their service providers, such as counsel, as part of the materials for regular or special board of directors meetings without prior approval.

Disclosure to Fund Service Providers and Prospective Service Providers. Undisclosed Holdings Information and information derived therefrom is provided, or otherwise made available, on a daily basis to the Advisor (as described above), sub-advisors, custodians, administrators, transfer agents, securities lending agents, and outside accountants. Undisclosed Holdings Information may also be provided, as necessary, to outside counsel, entities that provide Class B share financing, proxy voting organizations, financial printers, pricing services, and other organizations that provide or propose to provide services to the First American Funds. Prior to receiving Undisclosed Holdings Information, a service provider or prospective service provider must enter into a written agreement with the Funds to maintain the information in confidence, to use the information only for the purpose for which it is provided, and not to trade on the basis of any such information that is material nonpublic information. Notwithstanding the foregoing, any sub-advisor to a First American Fund may disclose Undisclosed Holdings Information and information derived therefrom to any third party which it employs to perform accounting, administrative, reporting or ancillary services required to enable such sub-advisor to perform its functions under its sub-advisory agreement relating to such First American Fund, provided that (a) the third party is subject to a confidentiality agreement that specifically prevents the misuse of such information, and (b) the sub-advisor agrees in substance (i) to act in good faith and with due diligence in the selection, use and monitoring of such third parties, and (ii) to be solely responsible for any loss caused by, or mistake, gross negligence or misconduct of, such third party.

Disclosure to Fund Ranking and Ratings Organizations. Undisclosed Holdings Information and information derived therefrom may be provided to organizations that provide mutual fund rankings and ratings, such as Morningstar, Lipper, Moody's, and Standard & Poor's, and to entities that provide investment coverage and/or analytical information regarding a Fund's portfolio, provided that the recipient has entered into a written agreement with the Fund to maintain the information in confidence, to use the information only for the purpose for which it is provided, and not to trade on the basis of any such information that is material nonpublic information.

Disclosure to Investors, Prospective Investors, and Investor Consultants. The Disclosure Policies provide that Undisclosed Holdings Information and information derived therefrom may be provided to investors, prospective investors, or investor consultants with the prior approval of the Funds' Chief Compliance Officer in the specific instance. The Chief Compliance Officer will only approve such disclosure after concluding that it is in the best interests of the Fund in question and its shareholders and if the recipient has agreed in writing to maintain the information in confidence and not to trade on the basis of any such information that is material nonpublic information. In considering a request for such approval, the Chief Compliance Officer also shall identify and consider any conflict of interest between the Fund and its shareholders, on the one hand, and the Advisor and its affiliates, on the other, which is presented by the request. If the Chief Compliance Officer determines that there is a conflict of interest between the Fund and its shareholders on the one hand and the Advisor and its affiliates, on the other, he or she will approve such disclosure only if he or she determines that such conflict is materially mitigated by the execution of a confidentiality agreement and that, despite such conflict of interest, disclosure is in the best interests of the relevant Fund and its shareholders. The Funds' Chief Compliance Officer is responsible for the creation of a written record that states the basis for the conclusion that the disclosure is in the best interests of the relevant Fund and its shareholders.

Disclosure as Required by Applicable Law. Undisclosed Holdings Information and information derived therefrom may be disclosed to any person as required by applicable laws, rules and regulations. For example, such information may be disclosed in response to regulatory requests for information or in response to legal process in litigation matters.

Disclosure of Limited Holdings. Portfolio managers, analysts and other personnel of the Advisor and any sub-advisor may discuss portfolio information in interviews with members of the media, or in due diligence or similar meetings with clients or prospective purchasers of Fund shares or their representatives. In no case will a material number of portfolio holdings be provided that have not yet been posted on the First American Funds website or filed with the SEC unless the recipient has entered into a written agreement with the Funds to maintain the confidentiality of such information and not to trade on the basis of any such information that is material nonpublic information. In addition, brokers and dealers may be provided with individual portfolio holdings in order to obtain bids or bid and asked

prices (if securities held by a Fund are not priced by the Fund's regular pricing services) or in connection with portfolio transactions.

No Compensation or Consideration. Neither the Funds, nor the Advisor or any sub-advisor or any affiliate of either, including the Chief Compliance Officer or his or her designee, will solicit or accept any compensation or other consideration in connection with the disclosure of Undisclosed Holdings Information or information derived therefrom.

Chief Compliance Officer Reports to Fund Board. The Funds' Chief Compliance Officer must provide a quarterly report to the Funds' board of directors addressing exceptions to these policies and procedures during the preceding quarter, if any.

Detective and Corrective Action. Any unauthorized release of Undisclosed Holdings Information which comes to the attention of an employee of the Advisor shall be reported to the Chief Compliance Officer. The Chief Compliance Officer shall recommend an appropriate sanction to be imposed by the individual's supervisor if the individual releasing such information is an employee of the Advisor or other appropriate action if the individual is not an employee of the Advisor.

Designee of Chief Compliance Officer. In the event of the absence or unavailability of the Chief Compliance Officer, all of the obligations of the Chief Compliance Officer may be performed by his or her designee.

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. Each of the Directors in an independent director.

INDEPENDENT DIRECTORS

OTHER
POSITION(S) TERM OF OFFICE NUMBER OF PORTFOLIOS DIRECTORSHIPS
NAME, ADDRESS, HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) DURING IN FUND COMPLEX HELD BY
AND YEAR OF BIRTH WITH FUND TIME SERVED PAST 5 YEARS OVERSEEN BY DIRECTOR DIRECTOR*
------------------ ----------- -------------------------- --------------------------------- -------------------- --------------
Benjamin R. Field Director Term expiring earlier of Retired; Senior Financial First American Funds None
III, death, resignation, Advisor, Bemis Company, Inc. from Complex: twelve
P.O. Box 1329, removal, disqualification, May 2002 to February 2004. registered
Minneapolis, or successor duly elected investment
Minnesota and qualified. Director of companies, including
55440-1329 FAIF since September 2003. 60 portfolios
(1938)

Roger A. Gibson, Director Term expiring earlier of Director, Charterhouse Group, First American Funds None
P.O. Box 1329, death, resignation, Inc., a private equity firm, Complex: twelve
Minneapolis, removal, disqualification, since October 2005; registered
Minnesota or successor duly elected Advisor/Consultant, Future investment
55440-1329 and qualified. Director of Freight(TM), a logistics/supply companies, including
(1946) FAIF since October 1997. chain company since August 2004; 60 portfolios
Vice President and Chief
Operating Officer, Cargo - United
Airlines, from July 2001 until
retirement in June 2004.

Victoria J. Director Term expiring earlier of Investment consultant and First American Funds None
Herget, death, resignation, non-profit board member since Complex: twelve
P.O. Box 1329, removal, disqualification, 2001; Board Chair, United registered
Minneapolis, or successor duly elected Educators Insurance Company. investment
Minnesota and qualified. Director of companies, including
55440-1329 FAIF since September 2003. 60 portfolios
(1951)

John P. Kayser Director Term expiring earlier of Retired; Principal from 1983 to First American Funds None
P.O. Box 1329, death, resignation, 2004, William Blair & Company, Complex: twelve
Minneapolis, removal, disqualification, LLC, a Chicago-based investment registered
or investment

                                                                                                                           OTHER
                    POSITION(S)        TERM OF OFFICE                                           NUMBER OF PORTFOLIOS   DIRECTORSHIPS
  NAME, ADDRESS,        HELD            AND LENGTH OF          PRINCIPAL OCCUPATION(S) DURING      IN FUND COMPLEX        HELD BY
AND YEAR OF BIRTH    WITH FUND           TIME SERVED                    PAST 5 YEARS            OVERSEEN BY DIRECTOR     DIRECTOR*
------------------  -----------  --------------------------  ---------------------------------  --------------------  --------------
Minnesota                        successor duly elected      firm.                              companies, including
55440-1329                       and qualified. Director of                                     60 portfolios
(1949)                           FAIF since October 2006.

Leonard W.          Director     Term expiring earlier of    Owner and President, Executive     First American Funds  None
Kedrowski,                       death, resignation,         and Management Consulting, Inc.,   Complex: twelve
P.O. Box 1329,                   removal, disqualification,  a management consulting firm;      registered
Minneapolis,                     or successor duly elected   Board member, GC McGuiggan         investment
Minnesota                        and qualified. Director of  Corporation (dba Smyth             companies, including
55440-1329                       FAIF since November 1993.   Companies), a label printer;       60 portfolios
(1941)                                                       member, investment advisory
                                                             committee, Sisters of the Good
                                                             Shepherd.

Richard K.          Director     Term expiring earlier of    Owner and Chief Executive          First American Funds  Cliffs Natural
Riederer,                        death, resignation,         Officer, RKR Consultants, Inc.,    Complex: twelve       Resources,
P.O. Box 1329,                   removal, disqualification,  a consulting company providing     registered            Inc. (a
Minneapolis,                     or successor duly elected   advice on business strategy,       investment            producer of
Minnesota                        and qualified. Director of  mergers and acquisitions, and      companies, including  iron ore
55440-1329                       FAIF since August 2001.     non-profit board member since      60 portfolios         pellets and
(1944)                                                       2005.                                                    coal)

Joseph D. Strauss,  Director     Term expiring earlier of    Attorney At Law, Owner and         First American Funds  None
P.O. Box 1329,                   death, resignation,         President, Strauss Management      Complex: twelve
Minneapolis,                     removal, disqualification,  Company, a Minnesota holding       registered
Minnesota                        or successor duly elected   company for various                investment
55440-1329                       and qualified. Director of  organizational management          companies, including
(1940)                           FAIF since April 1991.      business ventures; Owner,          60 portfolios
                                                             Chairman and Chief Executive
                                                             Officer, Community Resource
                                                             Partnerships, Inc., a strategic
                                                             planning, operations management,
                                                             government relations,
                                                             transportation planning and
                                                             public relations organization;
                                                             Owner, Chairman and Chief
                                                             Executive Officer, Excensus(TM)
                                                             LLC, a strategic demographic
                                                             planning and application
                                                             development firm.

Virginia L.         Chair;       Chair term three years.     Governance consultant and          First American Funds  None
Stringer,           Director     Director term expiring      non-profit board member; former    Complex: twelve
P.O. Box 1329,                   earlier of death,           Owner and President, Strategic     registered
Minneapolis,                     resignation, removal,       Management Resources, Inc., a      investment
Minnesota                        disqualification, or        management consulting firm;        companies, including
55440-1329                       successor duly elected and  Chair, Saint Paul Riverfront       60 portfolios
(1944)                           qualified. Chair of FAIF's  Corporation, since 2005.
                                 Board since September
                                 1997; Director of FAIF
                                 since September 1987.

James M. Wade,      Director     Term expiring earlier of    Owner and President, Jim Wade      First American Funds  None
P.O. Box 1329,                   death, resignation,         Homes, a homebuilding company.     Complex: twelve
Minneapolis,                     removal, disqualification,                                     registered
Minnesota                        or successor duly elected                                      investment
55440-1329                       and qualified. Director of                                     companies, including
(1943)                           FAIF since August 2001.                                        60 portfolios

* Includes only directorships in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act or subject to the requirements of Section 15(d) of the Securities Exchange Act, or any company registered as an investment company under the Investment Company Act.

EXECUTIVE OFFICERS

                                                    TERM OF OFFICE
     NAME, ADDRESS, AND       POSITION(S) HELD      AND LENGTH OF
        YEAR OF BIRTH             WITH FUND          TIME SERVED                PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------------------  ----------------  ---------------------  -------------------------------------------------------------
Thomas S. Schreier, Jr.,      President         Re-elected by the      Chief Executive Officer of FAF Advisors, Inc.; Chief
FAF Advisors, Inc.                              Board annually;        Investment Officer of FAF Advisors, Inc. since September 2007
800 Nicollet Mall,                              President of FAIF
Minneapolis, Minnesota                          since February 2001
55402 (1962) *

Jeffery M. Wilson,            Vice President    Re-elected by the      Senior Vice President of FAF Advisors, Inc.
FAF Advisors, Inc.            - Administration  Board annually; Vice
800 Nicollet Mall,                              President -
Minneapolis, Minnesota                          Administration of
55402 (1956) *                                  FAIF since March 2000

Charles D. Gariboldi, Jr.,    Treasurer         Re-elected by the      Mutual Funds Treasurer, FAF Advisors, Inc., since October
FAF Advisors, Inc.                              Board annually;        2004; prior thereto, Vice President for investment accounting
800 Nicollet Mall,                              Treasurer of FAIF      and fund treasurer of Thrivent Financial for Lutherans
Minneapolis, Minnesota                          Since December 2004
55402 (1959) *

Jill M. Stevenson,            Assistant         Re-elected by the      Mutual Funds Assistant Treasurer, FAF Advisors, Inc., since
FAF Advisors, Inc.            Treasurer         Board annually;        September 2005; prior thereto, Director, Senior Project
800 Nicollet Mall,                              Assistant Treasurer    Manager, FAF Advisors, Inc.
Minneapolis, Minnesota                          of FAIF since
55402 (1965)*                                   September 2005

David H. Lui,                 Chief Compliance  Re-elected by the      Chief Compliance Officer, FAF Advisors, Inc., since March
FAF Advisors, Inc.            Officer           Board annually;        2005; Chief Compliance Officer, Franklin Advisors, Inc. and
800 Nicollet Mall,                              Chief Compliance       Chief Compliance Counsel, Franklin Templeton Investments from
Minneapolis, Minnesota                          Officer of FAIF since  March 2004 to March 2005; prior thereto, Vice President,
55402(1960) *                                   March 2005             Charles Schwab & Co., Inc.

Jason K. Mitchell             Anti-Money        Re-elected by the      Compliance Manager, FAF Advisors, Inc. since June 2006; prior
FAF Advisors, Inc.            Laundering        Board annually;        thereto, Compliance Analyst, FAF Advisors, Inc. from October
800 Nicollet Mall,            Officer           Anti-Money Laundering  2004 through June 2006; prior thereto, Senior Systems
Minneapolis, Minnesota                          Officer of FAIF since  Helpdesk Analyst, Wachovia Retirement Services
55402 (1976) *                                  December 2008 and from
                                                September 2006
                                                through August 2008

Kathleen L. Prudhomme,        Secretary         Re-elected by the      Deputy General Counsel, FAF Advisors, Inc., since November
FAF Advisors, Inc.                              Board annually;        2004; prior thereto, Partner, Dorsey & Whitney LLP, a
800 Nicollet Mall,                              Secretary of FAIF      Minneapolis-based law firm
Minneapolis, Minnesota                          since December 2004;
55402 (1953) *                                  Assistant Secretary
                                                of FAIF from
                                                September 1998
                                                through December 2004

James D. Alt,                 Assistant         Re-elected by the      Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm
Dorsey & Whitney LLP,         Secretary         Board annually;
50 South Sixth Street,                          Assistant Secretary
Suite 1500, Minneapolis,                        of FAIF since
Minnesota 55402 (1951)                          December 2004;
                                                Secretary of FAIF
                                                from June 2002
                                                through December
                                                2004; Assistant
                                                Secretary of FAIF
                                                from September 1998
                                                through June 2002

James R. Arnold,              Assistant         Re-elected by the      Senior Vice President, U.S. Bancorp Fund Services, LLC
U.S. Bancorp Fund             Secretary         Board annually;

                                                    TERM OF OFFICE
     NAME, ADDRESS, AND       POSITION(S) HELD      AND LENGTH OF
        YEAR OF BIRTH             WITH FUND          TIME SERVED                PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
----------------------------  ----------------  ---------------------  -------------------------------------------------------------
Services, LLC,                                  Assistant Secretary
615 E. Michigan Street,                         of FAIF since June
Milwaukee, WI 53202 (1957)*                     2003

Richard J. Ertel,             Assistant         Re-elected by the      Counsel, FAF Advisors, Inc., since May 2006; prior thereto,
FAF Advisors, Inc.            Secretary         Board annually;        Counsel, Ameriprise Financial Services, Inc. from September
800 Nicollet Mall,                              Assistant Secretary    2004 to May 2006; prior thereto, Counsel, FAF Advisors, Inc.
Minneapolis, Minnesota                          of FAIF since June
55402 (1967) *                                  2006 and from June
                                                2003 through August
                                                2004

Michael W. Kremenak,          Assistant         Re-elected by the      Counsel, FAF Advisors, Inc., since January 2009; prior
FAF Advisors, Inc.            Secretary         Board annually;        thereto, Associate, Skadden, Arps, Slate, Meagher & Flom LLP
800 Nicollet Mall,                              Assistant Secretary    from September 2005 to January 2009.
Minneapolis, Minnesota                          of FAIF since
55402 (1978) *                                  February 2009

* Messrs. Schreier, Wilson, Gariboldi, Lui, Mitchell, Ertel, and Kremenak Ms. Stevenson and Ms. Prudhomme are each officers and/or employees of FAF Advisors, Inc., which serves as investment advisor and administrator for FAIF. Mr. Arnold is an officer of U.S. Bancorp Fund Services, LLC, which is a subsidiary of U.S. Bancorp and which serves as transfer agent for FAIF.

STANDING COMMITTEES OF THE BOARD OF DIRECTORS

There are currently three standing committees of the FAIF Board of Directors: Audit Committee, Pricing Committee and Governance Committee.

                                                                                                                   NUMBER OF FUND
                                                                                                                  COMPLEX COMMITTEE
                                                                                                                    MEETINGS HELD
                                                                                                                    DURING FAIF'S
                                                                                                                  FISCAL YEAR ENDED
                                         COMMITTEE FUNCTION                               COMMITTEE MEMBERS           10/31/08
                 -----------------------------------------------------------------  ----------------------------  -----------------
Audit Committee  The purposes of the Committee are (1) to oversee the Funds'        Leonard W. Kedrowski (Chair)          7
                 accounting and financial reporting policies and practices, their       Benjamin R. Field III
                 internal controls and, as appropriate, the internal controls of           John P. Kayser
                 certain service providers; (2) to oversee the quality of the            Richard K. Riederer
                 Funds' financial statements and the independent audit thereof;         Virginia L. Stringer
                 (3) to assist Board oversight of the Funds' compliance with legal          (ex-officio)
                 and regulatory requirements; and (4) to act as a liaison between
                 the Funds' independent auditors and the full Board of Directors.
                 The Audit Committee, together with the Board of Directors, has
                 the ultimate authority and responsibility to select, evaluate
                 and, where appropriate, replace the outside auditor (or to
                 nominate the outside auditor to be proposed for shareholder
                 approval in any proxy statement).

Pricing          The Committee is responsible for valuing portfolio securities for     Roger A. Gibson (Chair)            6
Committee        which market quotations are not readily available, pursuant to             James M. Wade
                 procedures established by the Board of Directors.                      Benjamin R. Field III
                                                                                        Virginia L. Stringer
                                                                                            (ex-officio)

Governance       The Committee has responsibilities relating to (1) Board and         Joseph D. Strauss (Chair)           5
Committee        Committee composition (including, interviewing and recommending            James M. Wade
                 to the Board nominees for election as directors; reviewing the          Victoria J. Herget
                 independence of all independent directors; reviewing Board             Virginia L. Stringer
                 composition to determine the appropriateness of adding                     (ex-officio)
                 individuals with different backgrounds or skills; reporting to
                 the Board on which current and potential members of the Audit
                 Committee qualify as Audit Committee Financial Experts;
                 recommending a successor to the Board Chair when a vacancy
                 occurs; consulting with the Board Chair on Committee assignments;
                 and in anticipation of the Board's request for shareholder
                 approval of a slate of directors, recommending to the

                                                                                                  NUMBER OF FUND
                                                                                                 COMPLEX COMMITTEE
                                                                                                   MEETINGS HELD
                                                                                                   DURING FAIF'S
                                                                                                 FISCAL YEAR ENDED
                        COMMITTEE FUNCTION                               COMMITTEE MEMBERS           10/31/08
-----------------------------------------------------------------  ----------------------------  -----------------
Board the slate of directors to be presented for Board and
shareholder approval); (2) Committee structure (including, at
least annually, reviewing each Committee's structure and
membership and reviewing each Committee's charter and suggesting
changes thereto); (3) director education (including developing an
annual education calendar; monitoring independent director
attendance at educational seminars and conferences; developing
and conducting orientation sessions for new independent
directors; and managing the Board's education program in a
cost-effective manner); and (4) governance practices (including
reviewing and making recommendations regarding director
compensation and director expenses; monitoring director
investments in the Funds; monitoring compliance with director
retirement policies; reviewing compliance with the prohibition
from serving on the board of directors of mutual funds that are
not part of the First American Fund Complex; if requested,
assisting the Board Chair in overseeing self-evaluation process;
in collaboration with outside counsel, developing policies and
procedures addressing matters which should come before the
Committee in the proper exercise of its duties; reviewing the
Board's adherence to industry "best practices;" reviewing and
recommending changes in Board governance policies, procedures and
practices; reporting the Committee's activities to the Board and
making such recommendations; reviewing and, as appropriate;
recommending that the Board make changes to the Committee's
charter).

In addition to the above committees, the Board of Directors also appoints a Fund Review Liaison. The responsibility of the Fund Review Liaison is to lead the Board of Directors, together with the Board Chair, in evaluating Fund performance, Fund service provider contracts and arrangements for execution of Fund trades. Ms. Herget is the current Fund Review Liaison.

The Governance Committee will consider shareholder recommendations for director nominees in the event there is a vacancy on the Board of Directors or in connection with any special shareholders meeting which is called for the purpose of electing directors. FAIF does not hold regularly scheduled annual shareholders meetings. There are no differences in the manner in which the Governance Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder.

A shareholder who wishes to recommend a director nominee should submit his or her recommendation in writing to the Chair of the Board (Ms. Stringer) or the Chair of the Governance Committee (Mr. Strauss), in either case at First American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. At a minimum, the recommendation should include:

- the name, address, and business, educational, and/or other pertinent background of the person being recommended;

- a statement concerning whether the person is "independent" within the meaning of New York Stock Exchange and American Stock Exchange listing standards and is not an "interested person" as defined in the Investment Company Act of 1940;

- any other information that the Fund would be required to include in a proxy statement concerning the person if he or she was nominated; and

- the name and address of the person submitting the recommendation, together with the number of Fund shares held by such person and the period for which the shares have been held.

The recommendation also can include any additional information which the person submitting it believes would assist the Governance Committee in evaluating the recommendation. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and will be kept on file for consideration when there is a vacancy on the Board or prior to a shareholders meeting called for the purpose of electing directors.

FUND SHARES OWNED BY THE DIRECTORS

The information in the table below discloses the dollar ranges of (i) each Director's beneficial ownership in FAIF, and (ii) each Director's aggregate beneficial ownership in all funds within the First American Funds complex, including in each case the value of fund shares elected by Directors in the directors' deferred compensation plan.

                                                                    AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES
NAME OF DIRECTOR        DOLLAR RANGE OF EQUITY SECURITIES IN FAIF       IN THE FIRST AMERICAN FUNDS COMPLEX*
----------------        -----------------------------------------   -------------------------------------------
Benjamin R. Field III                $10,001-$50,000                               Over $100,000
Roger A. Gibson                        Over $100,000                               Over $100,000
Victoria J. Herget                     Over $100,000                               Over $100,000
John P. Kayser                         Over $100,000                               Over $100,000
Leonard W. Kedrowski                   Over $100,000                               Over $100,000
Richard K. Riederer                    Over $100,000                               Over $100,000
Joseph D. Strauss                      Over $100,000                               Over $100,000
Virginia L. Stringer                   Over $100,000                               Over $100,000
James M. Wade                          Over $100,000                               Over $100,000

* The dollar range disclosed is based on the value of the securities as of December 31, 2008

As of December 31, 2008, none of the independent Directors or their immediate family members owned, beneficially, or of record, any securities in
(i) an investment advisor or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment advisor or principal underwriter of the Funds.

COMPENSATION

The First American Family of Funds, which includes FAIF, FAF, FASF, and FACEF, currently pays directors who are not paid employees or affiliates of the Funds an annual retainer of $135,000 ($245,000 in the case of the Chair). The Fund Review Liaison and the Audit Committee Chair each receive an additional annual retainer of $20,000. The other standing Committee Chairs receive an additional annual retainer of $15,000. In addition, directors are paid the following fees for attending Board and committee meetings:

- $1,000 for attending the first day of an in-person Board of Directors meeting ($1,500 in the case of the Chair);

- $2,000 for attending the second day of an in-person Board of Directors meeting ($3,000 in the case of the Chair);

- $1,000 for attending the third day of an in-person Board of Directors meeting ($1,500 in the case of the Chair), assuming the third day ends no later than early afternoon; and

- $500 for in-person attendance at any committee meeting ($750 in the case of the Chair of each committee).

A Director who participates telephonically in any in-person Board or Committee meeting receives half of the fee that Director would have received for attending, in-person, the Board or Committee meeting. For telephonic Board and Committee meetings, the Chair and each Director and Committee Chair, as applicable, receive a fee equal to half the fee he or she would have received for attending an in-person meeting.

Directors also receive $3,500 per day when traveling, on behalf of a Fund, out of town on Fund business which does not involve a Board or committee meeting. In addition, directors are reimbursed for their out-of-pocket expenses

in traveling from their primary or secondary residence to Board and committee meetings, on Fund business and to attend mutual fund industry conferences or seminars. The amounts specified in this paragraph are allocated evenly among the funds in the First American Family of Funds.

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 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 of 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. The Funds do not provide any other pension or retirement benefits to directors.

Legal fees and expenses are also paid to Dorsey & Whitney LLP, the law firm of which James D. Alt, Assistant Secretary of FAIF, FAF, FASF, and FACEF, is a partner.

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, and FACEF collectively (column 5) during the fiscal year ended October 31, 2007. No executive officer or affiliated person of FAIF received any compensation from FAIF in excess of $60,000 during such fiscal year or fiscal period.

Compensation During Fiscal Year Ended October 31, 2008

                                                                                                        TOTAL COMPENSATION FROM
                                              AGGREGATE      PENSION OR RETIREMENT   ESTIMATED ANNUAL     REGISTRANT AND FUND
                                         COMPENSATION FROM    BENEFITS ACCRUED AS      BENEFITS UPON        COMPLEX PAID TO
NAME OF PERSON, POSITION                   REGISTRANT (1)    PART OF FUND EXPENSES      RETIREMENT           DIRECTORS (2)
------------------------                 -----------------   ---------------------   ----------------   -----------------------
Benjamin R. Field III, Director               $ 88,310                -0-                   -0-                 $132,500
Roger A. Gibson, Director                       92,338                -0-                   -0-                  142,375
Victoria J. Herget, Director                    91,621                -0-                   -0-                  143,250
John P. Kayser                                  86,311                -0-                   -0-                  129,500
Leonard W. Kedrowski, Director                  98,192                -0-                   -0-                  148,000
Richard K. Riederer, Director                   86,311                -0-                   -0-                  129,500
Joseph D. Strauss, Director                     94,070                -0-                   -0-                  141,250
Virginia L. Stringer, Director & Chair         153,293                -0-                   -0-                  230,000
James M. Wade, Director                         87,644                -0-                   -0-                  131,500

(1) Included in the Aggregate Compensation from Registrant are amounts deferred by Directors pursuant to the Deferred Compensation Plan discussed below. Pursuant to this Plan, compensation was deferred for the following directors: Roger A. Gibson, $16,425; Victoria J. Herget, $24,789; Leonard W. Kedrowski, $2,884; and Joseph D. Strauss, $465.

(2) Included in the Total Compensation are amounts deferred for the following directors pursuant to the Deferred Compensation Plan: Roger A. Gibson, $28,475; Victoria J. Herget, $42,975; Leonard W. Kedrowski, $5,000; and Joseph D. Strauss, $806.

SALES LOADS

Directors of the Fund and certain other Fund affiliates may purchase the Fund's Class A shares at net asset value without a sales charge. See the applicable fund's prospectus for details.

CODE OF ETHICS

First American Investment Funds, Inc., FAF Advisors, Inc., Altrinsic Global Advisors, LLC, Hansberger Global Investors, Inc., Lazard Asset Management LLC, and Quasar Distributors, LLC 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 purchased or held by the Fund. These Codes of Ethics are on public file with, and are available from, the SEC.

PROXY VOTING POLICIES

FAF Advisors, as investment manager for the First American family of mutual funds, has been delegated the authority by the board of directors of FAIF to vote proxies with respect to the investments held in the Fund. FAF Advisors, Inc. has delegated the responsibility of voting proxies to each Sub-Advisor of International Fund or International Select Fund. Each Sub-Advisor is responsible for developing and enforcing proxy voting policies with regard to the Fund, or the portion of the Fund's assets, managed by such Sub-Advisor. FAF Advisors will review these policies annually. The policies and procedures that the Fund uses to determine how to vote proxies, including the policies and procedures of FAF Advisors and each Sub-Advisor, are set forth in Appendix B. Each year the First American family of funds files its proxy voting records with the SEC and makes them available by August 31 for the 12-month period ending June 30 of that year. The records can be obtained without charge through www.firstamericanfunds.com and/or the SEC's website at www.sec.gov.

INVESTMENT ADVISORY AND OTHER SERVICES FOR THE FUNDS

INVESTMENT ADVISOR

FAF Advisors, Inc. (the "Advisor"), 800 Nicollet Mall, Minneapolis, Minnesota 55402, serves as the investment advisor and manager of the Funds. The Advisor is a wholly owned subsidiary of U.S. Bank National Association ("U.S. Bank"), 800 Nicollet Mall, Minneapolis, Minnesota 55402, a national banking association that has professionally managed accounts for individuals, insurance companies, foundations, commingled accounts, trust funds, and others for over 75 years. U.S. Bank is a subsidiary of U.S. Bancorp, 800 Nicollet Mall, 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. U.S. Bancorp also has various other subsidiaries engaged in financial services. At December 31, 2008, U.S. Bancorp and its consolidated subsidiaries had consolidated assets of more than $265 billion, consolidated deposits of more than $159 billion and shareholders' equity of $26.3 billion.

Pursuant to an Investment Advisory Agreement dated April 2, 1991 (the "Advisory Agreement"), as amended, the Funds engaged U.S. Bank, through its First American Asset Management division ("FAAM"), to act as investment Advisor for, and to manage the investment of, the Funds' assets. The Advisory Agreement was assigned to the Advisor on May 2, 2001. The monthly fees paid to the Advisor are calculated on an annual basis based on each Fund's average daily net assets (before any waivers) as set forth in the table below:

FUND                                      GROSS ADVISORY FEE %
----                                      --------------------
Balanced Fund (1)                                 0.65
Equity Income Fund (1)                            0.65
Equity Index Fund                                 0.25
Global Infrastructure Fund                        0.90
International Fund                                1.00
International Select Fund                         1.00
Large Cap Growth Opportunities Fund (1)           0.65
Large Cap Select Fund (1)                         0.65
Large Cap Value Fund (1)                          0.65
Mid Cap Growth Opportunities Fund                 0.70
Mid Cap Index Fund                                0.25
Mid Cap Value Fund                                0.70
Quantitative Large Cap Core Fund                  0.30
Quantitative Large Cap Growth Fund                0.30
Quantitative Large Cap Value Fund                 0.30
Real Estate Securities Fund                       0.70
Small Cap Growth Opportunities Fund               1.00
Small Cap Index Fund                              0.40
Small Cap Select Fund                             0.70
Small Cap Value Fund                              0.70
Small-Mid Cap Core Fund                           0.70

(1) The Advisor has agreed to a breakpoint schedule with each of Large Cap Growth Opportunities Fund, Large Cap Select Fund, Large Cap Value Fund, Balanced Fund and Equity Income Fund. The advisory fee paid separately by each of these Funds will be based on an annual rate of 0.65% for the first $3 billion of each Fund's average daily net assets; 0.625% for average daily net assets in excess of $3 billion up to $5 billion; and 0.60% for average daily net assets in excess of $5 billion.

The Advisory Agreement requires the Advisor to arrange, if requested by FAIF, for officers or employees of the Advisor to serve without compensation from the Funds as directors, officers, or employees of FAIF if duly elected to such positions by the shareholders or directors of FAIF. The Advisor has the authority and responsibility to make and execute investment decisions for the Funds within the framework of the Funds' investment policies, subject to review by the Board of Directors of FAIF. The Advisor is also responsible for monitoring the performance of the various organizations providing services to the Funds, including the Funds' distributor, shareholder services agent, custodian, accounting agent, and any sub-advisors, and for periodically reporting to FAIF's Board of Directors on the performance of such organizations. The Advisor will, at its own expense, furnish the Funds with the necessary personnel, office facilities, and equipment to service the Funds' investments and to discharge its duties as investment advisor of the Funds.

One or more sub-advisors provide investment advisory services to the International Fund and International Select Fund (each a "Sub-Advisor" and together, the "Sub-Advisors"). The Advisor is responsible for selecting the Funds' investment strategies and, as it relates to International Fund and International Select Fund, for allocating and reallocating assets among the Sub-Advisors consistent with each Fund's investment objectives and strategies. Any assets not allocated to a Sub-Advisor of International Fund and International Select Fund are managed by the Advisor. The Advisor is also responsible for implementing procedures to ensure that each Sub-Advisor complies with the respective Fund's investment objective, policies and restrictions.

In addition to the investment advisory fee, each Fund pays all of 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. Each Fund is liable for such nonrecurring expenses as may arise, including litigation to which the Fund may be a party. FAIF may have an obligation to indemnify its directors and officers with respect to such litigation. The Advisor will be liable to the Funds under the Advisory Agreement for any negligence or willful misconduct by the Advisor other than liability for investments made by the Advisor in accordance with the explicit direction of the Board of Directors or the investment objectives and policies of the Funds. The Advisor has agreed to indemnify the Funds with respect to any loss, liability, judgment, cost or penalty that the Funds may suffer due to a breach of the Advisory Agreement by the Advisor.

From time to time, the Advisor may agree to contractual or voluntary fee waivers (or reimbursements) on one or more of the Funds. A contractual fee waiver (or reimbursement) may not be terminated without the approval of the Board of Directors of FAIF prior to the end of the contractual period. A contractual waiver (or reimbursement) may be discontinued by the Advisor at any point thereafter. A voluntary fee waiver (or reimbursement) may be discontinued by the Advisor at any time. Contractual and voluntary fee waivers (or reimbursements) will be set forth in the Funds' Prospectuses. 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 Funds for such amounts prior to the end of the fiscal year. This practice would have the effect of lowering a 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.

The following table sets forth total advisory fees before waivers and after waivers for each of the Funds for the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008:

                                                  FISCAL YEAR ENDED            FISCAL YEAR ENDED             FISCAL YEAR ENDED
                                                  OCTOBER 31, 2006              OCTOBER 31, 2007              OCTOBER 31, 2008
                                            ---------------------------- ----------------------------- -----------------------------
                                             ADVISORY FEE   ADVISORY FEE  ADVISORY FEE   ADVISORY FEE   ADVISORY FEE   ADVISORY FEE
FUND                                        BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS  AFTER WAIVERS BEFORE WAIVERS  AFTER WAIVERS
----                                        -------------- ------------- -------------- -------------- -------------- --------------
Balanced Fund                                $ 2,474,933    $ 1,989,960   $ 2,300,625   $ 1,805,396     $ 1,711,365   $ 1,202,771
Equity Income Fund                             8,713,913      8,704,261     8,440,464     8,427,073       6,429,799     6,415,654
Equity Index Fund                              5,458,376      2,069,945     5,102,947     2,218,090       4,043,796     1,527,687
Global Infrastructure Fund (1)                         *              *             *             *          89,335            --(a)
International Fund                            17,224,031     17,215,042    17,457,906    17,300,263      12,680,759    12,136,958
International Select Fund (2)                          *              *     1,792,734     1,129,982       3,133,401     2,486,926

                                             ADVISORY FEE   ADVISORY FEE  ADVISORY FEE   ADVISORY FEE   ADVISORY FEE   ADVISORY FEE
FUND                                        BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS  AFTER WAIVERS BEFORE WAIVERS  AFTER WAIVERS
----                                        -------------- ------------- -------------- -------------- -------------- --------------
Large Cap Growth Opportunities Fund            6,376,868      6,362,745     5,446,700     5,437,543       4,593,837     4,585,248
Large Cap Select Fund                          2,801,405      2,794,423     3,100,022     3,097,014       2,248,919     2,246,389
Large Cap Value Fund                           5,886,144      5,876,206     5,893,164     5,882,592       4,350,731     4,341,146
Mid Cap Growth Opportunities Fund             11,563,820     11,540,579    12,398,552    12,371,315      11,059,980    11,042,393
Mid Cap Index Fund                               908,238        672,622       925,077       698,000         712,954       439,983
Mid Cap Value Fund                             5,598,448      5,579,003     7,552,282     7,526,602       6,191,498     6,171,576
Quantitative Large Cap Core Fund (3)                   *              *        35,272            --(a)      215,053            --(a)
Quantitative Large Cap Growth Fund (3)                 *              *         5,553            --(a)       36,490            --(a)
Quantitative Large Cap Value Fund (3)                  *              *         5,506            --(a)       25,641            --(a)
Real Estate Securities Fund                    5,442,545      5,432,832     6,985,887     6,974,273       5,543,316     5,531,729
Small Cap Growth Opportunities Fund            3,163,497      2,817,845     3,181,123     2,805,372       2,310,528     1,906,365
Small Cap Index Fund                             636,832        240,966       567,685       156,675         359,492            --(a)
Small Cap Select Fund                          6,102,382      6,066,653     7,625,571     7,595,519       5,061,061     5,040,043
Small Cap Value Fund                           2,925,389      2,916,444     2,864,889     2,859,939       1,917,530     1,915,629
Small-Mid Cap Core Fund                          673,750        603,451       828,694       737,389         632,485       459,660

* Fund was not in operation during this fiscal year.

(1) Commenced operations on December 17, 2007.

(2) Commenced operations on December 21, 2006.

(3) Commenced operations on July 31, 2007.

(a) Advisory and certain other fees for the period were waived by the Advisor to comply with total operating expense limitations that were agreed upon by the Funds and the Advisor.

SUB-ADVISORS FOR INTERNATIONAL FUNDS

International Fund. Prior to November 3, 2008, J.P. Morgan Investment Management Inc. ("JPMorgan") was the sub-advisor to the International Fund under an agreement with the Advisor and FAIF dated December 9, 2004 (the "JPMorgan Sub-advisory Agreement").

Effective November 3, 2008, the Fund uses two Sub-Advisors, each providing investment advisory services for a portion of the Fund's assets:

- Altrinsic Global Advisors, LLC ("Altrinsic") has been a sub-advisor to the Fund since November 3, 2008, pursuant to an agreement with the Advisor dated November 3, 2008. Altrinsic is an employee-owned company founded in 2000. One of those employees, John Hock, has a controlling interest in Altrinsic. As of December 31, 2008, Altrinsic had assets under management of approximately $5.5 billion.

- Hansberger Global Investors, Inc. ("HGI") has been a sub-advisor to the Fund since November 3, 2008, pursuant to an agreement with the Advisor dated November 3, 2008. HGI is a wholly owned subsidiary of Hansberger Group, Inc. ("Hansberger"), itself an indirect subsidiary of Natixis Global Asset Management ("NAGM"). The firm was founded in 1994. As of December 31, 2008, HGI had assets under management of approximately $5.9 billion, which includes $0.9 billion in Advised Managed Accounts of other firms based on HGI models.

The following table sets forth the aggregate sub-advisory fees, both before and after waivers, paid to all Sub-Advisors for the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008:

                                                  FISCAL YEAR ENDED            FISCAL YEAR ENDED             FISCAL YEAR ENDED
                                                  OCTOBER 31, 2006              OCTOBER 31, 2007              OCTOBER 31, 2008
                                            ---------------------------- ----------------------------- -----------------------------
                                             ADVISORY FEE   ADVISORY FEE  ADVISORY FEE   ADVISORY FEE   ADVISORY FEE   ADVISORY FEE
                                            BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS  AFTER WAIVERS BEFORE WAIVERS  AFTER WAIVERS
                                            -------------- ------------- -------------- -------------- -------------- --------------
International Fund                            $4,362,405     $4,362,405    $4,411,010     $4,411,010     $3,327,330     $3,327,330

International Select Fund. Altrinsic, HGI, and Lazard Asset Management LLC ("Lazard") have served as sub-advisors to International Select Fund since the Fund's inception, pursuant to individual agreements with the Advisor dated November 27, 2006. Lazard is a wholly-owned subsidiary of Lazard Freres & Co.,
LLC. As of December 31, 2008, Lazard had assets under management of approximately $79.8 billion.

Each Sub-Advisor has discretion to select portfolio securities for its portion of the Fund (the "Sub-Advisory Portfolio"), but must select those securities according to the Fund's investment objective and restrictions. Each Sub-Advisor is paid a fee by the Advisor each month for the services provided under their respective sub-advisory agreements.

The following table sets forth the aggregate sub-advisory fees, both before and after waivers, paid to all Sub-Advisors for the fiscal period ended October 31, 2007, and the fiscal year ended October 31, 2008:

                                         FISCAL PERIOD ENDED               FISCAL YEAR ENDED
                                          OCTOBER 31, 2007                 OCTOBER 31, 2008
                                   ------------------------------   ------------------------------
                                    ADVISORY FEE     ADVISORY FEE    ADVISORY FEE     ADVISORY FEE
                                   BEFORE WAIVERS   AFTER WAIVERS   BEFORE WAIVERS   AFTER WAIVERS
                                   --------------   -------------   --------------   -------------
International Select Fund             $841,314         $841,314       $1,420,065       $1,420,065

ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

In addition to the sales charge payments and the distribution, service and transfer agency fees described in the prospectus and elsewhere in this Statement of Additional Information, the Advisor and/or the Distributor may make additional payments out of its own assets to selected intermediaries that sell shares of First American Funds (such as brokers, dealers, banks, registered investment advisors, retirement plan administrators and other intermediaries; hereinafter, individually, "Intermediary," and collectively, "Intermediaries") under the categories described below for the purposes of promoting the sale of Fund shares, maintaining share balances and/or for sub-accounting, administrative or shareholder processing services.

The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Funds or other First American Funds to its customers. The Intermediary may elevate the prominence or profile of the Funds within the Intermediary's organization by, for example, placement on a list of preferred or recommended funds, and/or granting the Advisor and/or the Distributor preferential or enhanced opportunities to promote the Funds in various ways within the Intermediary's organization.

These payments are made pursuant to negotiated agreements with Intermediaries. The payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table section of the Funds' prospectuses and described above because they are not paid by the Funds.

The categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories.

Marketing Support Payments and Program Servicing Payments

The Advisor and/or the Distributor may make payments for marketing support and/or program servicing to selected Intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the First American Funds or that make First American Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.

Marketing Support Payments. Services for which an Intermediary receives marketing support payments may include business planning assistance, advertising, educating the Intermediary's personnel about the First American Funds and shareholder financial planning needs, placement on the Intermediary's preferred or recommended fund

company list, and access to sales meetings, sales representatives and management representatives of the Intermediary. In addition, Intermediaries may be compensated for enabling Fund representatives to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other events sponsored by the Intermediary.

The Advisor and/or the Distributor compensates Intermediaries differently depending upon, among other factors, the number or value of Fund shares that the Intermediary sells or may sell, the value of the assets invested in the Funds by the Intermediary's customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset based but also may include the payment of a lump sum.

Program Servicing Payments. Services for which an Intermediary receives program servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include services rendered in connection with Fund/investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary may perform program services itself or may arrange with a third party to perform program services.

Program servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs but may apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services or support furnished by the Intermediary and are generally asset based.

Marketing Support and Program Servicing Payment Guidelines. In the case of any one Intermediary, marketing support and program servicing payments are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.35% of the average net assets of Fund shares attributable to that Intermediary on an annual basis. Such exceptions include instances in which an Intermediary does not receive distribution fees with respect to a Fund share class which provides a distribution fee, in which case such Intermediary may receive up to 0.50% of the average net assets of that Fund share class attributable to that Intermediary on an annual basis. U.S. Bank, N.A. and its affiliates may be eligible to receive payments that exceed 0.35% of the average net assets of Fund shares attributable to U.S. Bank, N.A. or its affiliates on an annual basis. In addition, in connection with the sale of a business by the Advisor's parent company, U.S. Bank, N.A., to Great-West Life & Annuity Insurance Company ("Great-West"), the Advisor has entered into a services agreement with GWFS Equities, Inc., an affiliate of Great-West, which provides for payments of up to 0.60% of the average net assets of Fund shares attributable to GWFS Equities, Inc. on an annual basis.

Other Payments

From time to time, the Advisor and/or the Distributor, at its expense, may provide other compensation to Intermediaries that sell or arrange for the sale of shares of the Fund(s), which may be in addition to marketing support and program servicing payments described above. For example, the Advisor and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an asset based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; and (iv) at the direction of a retirement plan's sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan.

When not provided for in a marketing support or program servicing agreement, the Advisor and/or the Distributor may pay Intermediaries for enabling the Advisor and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary -sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence trips. These payments may vary depending upon the nature of the event. The Advisor and/or the Distributor makes payments for such events as it deems appropriate, subject to its internal guidelines and applicable law.

The Advisor and/or the Distributor occasionally sponsors due diligence meetings for registered representatives during which they receive updates on various First American Funds and are afforded the opportunity to speak with portfolio managers. Invitations to these meetings are not conditioned on selling a specific number of shares. Those who have shown an interest in First American Funds, however, are more likely to be considered. To the extent permitted by their firm's policies and procedures, all or a portion of registered representatives' expenses in attending these meetings may be covered by the Advisor and/or the Distributor.

Certain employees of the Advisor and its affiliates may receive cash compensation from the Advisor and/or the Distributor in connection with establishing new client relationships with the First American Funds. Total compensation of employees of the Advisor and/or the Distributor with marketing and/or sales responsibilities is based in part on their generation of new client relationships, including new client relationships with the First American Funds.

Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their Intermediary for information about any payments it receives from the Advisor and/or the Distributor and the services it provides for those payments.

Investors may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.

Intermediaries Receiving Additional Payments

The following is a list of Intermediaries receiving one or more of the types of payments discussed above as of September 30, 2008:

401(k) Company, Inc. (The) Acclaim Benefits, Inc. ADP Broker-Dealer, Inc.
A.G. Edwards & Sons, Inc.
AIG Retirement Company
American United Life Insurance Company
Ameriprise Financial Services, Inc.
Benefit Plan Administrative Services, Inc. Bisys Retirement Services, Inc.
Charles Schwab & Co., Inc.
Citigroup Global Markets Inc.
CitiStreet Advisors LLC / CitiStreet LLC Commonwealth Equity Services, LLP, DBA Commonwealth Financial Network Country Trust Bank
CPI Qualified Plan Consultants, Inc.
D.A. Davidson & Co.
Digital Retirement Solutions, Inc.
Dyatech, LLC
ExpertPlan, Inc.
Fidelity Brokerage Services LLC / National Financial Services LLC / Fidelity Investments Institutional Operations Company, Inc. Fidelity Investments Institutional Operations Company, Inc. Fintegra, LLC
Fiserv Trust Company
Genesis Employee Benefits, Inc. DBA America's VEBA Solution GWFS Equities, Inc.
Hewitt Associates LLC
ICMA Retirement Corporation
International Clearing Trust Company
Janney Montgomery Scott LLC
J.P. Morgan Retirement Plan Services, LLC

Leggette Actuaries, Inc.
Lincoln Retirement Services Company LLC / AMG Service Corp. Linsco/Private Ledger Corp.
Marshall & Ilsley Trust Company, N.A.
Massachusetts Mutual Life Insurance Company Mercer HR Outsourcing LLC
Merrill Lynch, Pierce, Fenner & Smith Inc. MetLife Securities, Inc.
Mid Atlantic Capital Corporation
Morgan Stanley & Co., Incorporated
MSCS Financial Services, LLC
Newport Retirement Services, Inc.
NYLife Distributors LLC
Pershing LLC
Planners Network, Inc.
Principal Life Insurance Company
Prudential Insurance Company of America (The) Prudential Investment Management Services, LLC / Prudential Investments LLC Raymond James & Associates / Raymond James Financial Services, Inc. RBC Dain Rauscher, Inc.
Reliance Trust Company
Retirement Plan Company, LLC (The)
Robert W. Baird & Co., Inc.
Stifel, Nicolaus & Co., Inc.
SunGard Institutional Brokerage Inc.
Symetra Life Insurance Company
T. Rowe Price Investment Services, Inc. / T. Rowe Price Retirement Plan Services, Inc.
TD Ameritrade, Inc.
UBS Financial Services, Inc.
Unified Trust Company, N.A.
U.S. Bancorp Investments, Inc.
U.S. Bank, N.A.
Vanguard Group, Inc.
Wachovia Bank, N.A.
Wachovia Securities, LLC
Wells Fargo Bank, N.A.
Wilmington Trust Company
Wilmington Trust Retirement and Institutional Services Company (formerly AST Capital Trust Company)
Woodbury Financial Services, Inc.

Any additions, modification or deletions to the list of Intermediaries identified above that have occurred since September 30, 2008 are not reflected.

ADMINISTRATOR

FAF Advisors, Inc. (the "Administrator") serves as Administrator pursuant to an Administration Agreement between the Administrator and the Funds, dated July 1, 2006. U.S. Bancorp Fund Services, LLC ("USBFS"), 615 East Michigan Street, Milwaukee, WI 53202, serves as sub-administrator pursuant to a Sub-Administration Agreement between the Administrator and USBFS dated July 1, 2005. USBFS is a subsidiary of U.S. Bancorp. Under the Administration Agreement, the Administrator provides, or compensates others to provide, services to the Funds. These services include various legal, oversight, administrative, and accounting services. The Funds pay the Administrator fees which are calculated daily and paid monthly. Prior to July 1, 2006, such fees were equal to each Fund's pro rata share of an amount equal, on an annual basis, to 0.15% of the aggregate average daily net assets of all open-end mutual funds in the First American Family of Funds up to $8 billion, 0.135% on the next $17 billion of aggregate average daily net

assets, 0.12% on the next $25 billion of aggregate average daily net assets, and 0.10% of the aggregate average daily net assets in excess of $50 billion. All fees paid to USBFS, as sub-administrator, are paid from the administration fee.

Prior to July 1, 2006, as part of the transfer agent fee, the Funds paid USBFS a fee equal, on an annual basis, to 0.10% of each fund's average daily net assets, to compensate USBFS for providing certain shareholder services and reimbursed USBFS for its payments to financial intermediaries that establish and maintain omnibus accounts and provide customary services for such accounts. Effective July 1, 2006, this fee was incorporated into the administration fee which, as a result, on an annual basis, is 0.25% of the aggregate average daily net assets of all open-end mutual funds in the First American Family of Funds up to $8 billion, 0.235% on the next $17 billion of the aggregate average daily net assets, 0.22% on the next $25 billion of the aggregate average daily net assets, and 0.20% of the aggregate average daily net assets in excess of $50 billion. In addition to these fees, the Funds may reimburse the Administrator for any out-of-pocket expenses incurred in providing administration services.

The following table sets forth total administrative fees, after waivers, paid by each of the Funds listed below to the Administrator and USBFS for the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008:

                                         FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED
FUND                                      OCTOBER 31, 2006    OCTOBER 31, 2007    OCTOBER 31, 2008
----                                     -----------------   -----------------   -----------------
Balanced Fund                                $  588,812          $  786,609          $  578,203
Equity Income Fund                            2,073,594           2,885,700           2,175,729
Equity Index Fund                             3,392,321           4,536,024           3,557,665
Global Infrastructure Fund (1)                        *                   *              21,849
International Fund                            2,688,434           3,879,940           2,783,716
International Select Fund (2)                         *             397,919             688,199
Large Cap Growth Opportunities Fund           1,506,932           1,862,400           1,554,312
Large Cap Select Fund                           681,789           1,059,893             761,062
Large Cap Value Fund                          1,414,522           2,014,919           1,472,097
Mid Cap Growth Opportunities Fund             2,552,449           3,935,480           3,475,483
Mid Cap Index Fund                              560,701             822,318             632,584
Mid Cap Value Fund                            1,264,251           2,397,250           1,945,332
Quantitative Large Cap Core Fund (3)                  *              26,072             157,419
Quantitative Large Cap Growth Fund (3)                *               4,106              26,685
Quantitative Large Cap Value Fund (3)                 *               4,069              18,763
Real Estate Securities Fund                   1,244,466           2,217,965           1,739,652
Small Cap Growth Opportunities Fund             489,123             706,934             508,612
Small Cap Index Fund                            243,665             315,429             197,624
Small Cap Select Fund                         1,361,419           2,420,711           1,590,175
Small Cap Value Fund                            648,674             909,550             602,427
Small-Mid Cap Core Fund                         151,548             263,045             198,604

* Fund was not in operation during this fiscal year/period.

(1) Commenced operations on December 17, 2007.

(2) Commenced operations on December 21, 2006.

(3) Commenced operations on July 31, 2007.

TRANSFER AGENT

USBFS serves as the Funds' transfer agent pursuant to a Transfer Agency and Shareholder Servicing Agreement (the "Transfer Agent Agreement") between USBFS and the Funds dated July 1, 2006. For the period July 1, 2005 to July 1, 2006, the Funds paid $18,500 per share class and additional per account fees for transfer agent services. These fees were allocated to each Fund based upon the fund's pro rata share of the aggregate average daily net assets of the funds that comprise FAIF. Under the Transfer Agent Agreement, the Funds also paid USBFS a fee equal, on an annual basis, to 0.10% of each Fund's average daily net assets as compensation for providing certain shareholder services and to reimburse USBFS for its payments to intermediaries with whom it has contracted to establish and service omnibus accounts. In addition, USBFS is reimbursed for its out-of-pocket expenses incurred while providing its services to the Funds.

Effective July 1, 2006, the Funds are charged transfer agent fees on a per shareholder account basis, subject to a minimum fee per share class. These fees will be charged to each Fund based on the number of accounts within that Fund. Effective July 1, 2006, the 0.10% fee for shareholder services and payments to financial intermediaries was

incorporated into the administration fee. The $18,500 per share class fee that was charged in addition to per account fees has been eliminated. Funds will continue to reimburse USBFS for out-of-pocket expenses incurred in providing transfer agent services.

The following table sets forth transfer agent fees paid by the Funds to USBFS for the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008:

                                         FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED
FUND                                      OCTOBER 31, 2006    OCTOBER 31, 2007    OCTOBER 31, 2008
----                                     -----------------   -----------------   -----------------
Balanced Fund                                $  423,055           $194,929            $178,977
Equity Income Fund                            1,325,765            264,495             250,056
Equity Index Fund                             2,121,963            365,543             329,685
Global Infrastructure Fund (1)                        *                  *              45,000
International Fund                            1,611,430            167,788             166,321
International Select Fund (2)                         *             90,000             108,000
Large Cap Growth Opportunities Fund           1,039,170            292,217             264,462
Large Cap Select Fund                           407,434            108,000             108,000
Large Cap Value Fund                            904,041            228,770             207,292
Mid Cap Growth Opportunities Fund             1,661,338            389,632             377,274
Mid Cap Index Fund                              371,309            108,000             108,000
Mid Cap Value Fund                              768,996            257,841             254,441
Quantitative Large Cap Core Fund (3)                  *             22,500              90,000
Quantitative Large Cap Growth Fund (3)                *             22,500              90,000
Quantitative Large Cap Value Fund (3)                 *             22,500              90,000
Real Estate Securities Fund                     692,545            166,063             191,431
Small Cap Growth Opportunities Fund             344,218            148,634             151,246
Small Cap Index Fund                            186,472            108,000             108,000
Small Cap Select Fund                           882,872            320,743             295,828
Small Cap Value Fund                            437,376            154,947             149,239
Small-Mid Cap Core Fund                         181,054            204,460             175,949

* Fund was not in operation during this fiscal year/period.

(1) Commenced operations on December 17, 2007.

(2) Commenced operations on December 21, 2006.

(3) Commenced operations on July 31, 2007.

DISTRIBUTOR

Quasar Distributors, LLC ("Quasar" or the "Distributor") serves as the distributor for the Funds' shares pursuant to a Distribution Agreement dated July 1, 2005 (the "Distribution Agreement"). The Distributor is a wholly owned subsidiary of U.S. Bancorp.

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 Agreement, the Funds have granted to the Distributor the exclusive right to sell shares of the Funds as agent and on behalf of the Funds. The Distributor pays compensation pursuant to the Distribution Agreement to securities firms, financial institutions (including, without limitation, banks) and other industry professionals (the "Participating Intermediaries") which enter into sales agreements with the Distributor. U.S. Bancorp Investment Services, Inc. ("USBI"), a broker-dealer affiliated with the Advisor, and U.S. Bank, are Participating Intermediaries.

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 intermediaries through whom 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 intermediaries 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 intermediaries through which shareholders hold their shares beginning one year after purchase.

The Class R Shares pay to the Distributor a distribution fee at the annual rate of 0.50% of the average daily net assets of Class R Shares. The fee may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to Participating Intermediaries in connection with sales of Class R Shares and to pay for advertising and other promotional expenses in connection with the distribution of Class R shares. This fee is calculated and paid each month based on average daily net assets of the Class R Shares.

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

The Distribution Agreement provides that it will continue in effect for a period of more than one year from the date of its 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 Distribution and Service Plan or in any agreement related to such plan.

The following tables set forth the amount of underwriting commissions paid by certain Funds and the amount of such commissions retained by Quasar, during the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008:

TOTAL UNDERWRITING COMMISSIONS

                                         FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED
FUND                                      OCTOBER 31, 2006    OCTOBER 31, 2007    OCTOBER 31, 2008
----                                     -----------------   -----------------   -----------------
Balanced Fund                                 $ 87,643            $ 54,330            $ 48,076
Equity Income Fund                             131,456             166,490              82,682
Equity Index Fund                              192,201             175,323             116,615
Global Infrastructure Fund (1)                       *                   *              92,565
International Fund                             101,291              98,649              41,556
International Select Fund (2)                        *              68,480              27,286
Large Cap Growth Opportunities Fund            106,268             107,688              73,705
Large Cap Select Fund                           62,495              18,225               7,657
Large Cap Value Fund                            93,244              76,353              30,733
Mid Cap Growth Opportunities Fund              555,484             366,235             231,661
Mid Cap Index Fund                              54,734              38,498              24,014
Mid Cap Value Fund                             579,680             357,171              98,037
Quantitative Large Cap Core Fund (3)                 *               2,239               1,653
Quantitative Large Cap Growth Fund (3)               *               1,417                 169
Quantitative Large Cap Value Fund (3)                *                  --                  --
Real Estate Securities Fund                    478,932             992,088             300,871
Small Cap Growth Opportunities Fund            197,670              67,727              34,241
Small Cap Index Fund                            24,531              24,832              12,901
Small Cap Select Fund                          458,154             593,865             101,274
Small Cap Value Fund                           127,021              92,802              30,769
Small-Mid Cap Core Fund                        191,101              89,698              26,010

* Fund was not in operation during this fiscal year/period.

(1) Commenced operations on December 17, 2007.

(2) Commenced operations on December 21, 2006.

(3) Commenced operations on July 31, 2007.

UNDERWRITING COMMISSIONS RETAINED BY QUASAR

                                         FISCAL YEAR ENDED   FISCAL YEAR ENDED   FISCAL YEAR ENDED
FUND                                     OCTOBER 31, 2006     OCTOBER 31, 2007    OCTOBER 31, 2008
----                                     -----------------   -----------------   -----------------
Balanced Fund                                  $10,863            $ 6,692             $ 5,976
Equity Income Fund                              14,431             15,139               8,454
Equity Index Fund                               17,404             16,200              11,090
Global Infrastructure Fund (1)                       *                  *               8,400
International Fund                               7,763              8,707               4,050
International Select Fund (2)                        *              5,314               2,195
Large Cap Growth Opportunities Fund             10,493              9,325               7,482
Large Cap Select Fund                            5,417              1,862               1,261
Large Cap Value Fund                             8,782              7,214               3,029
Mid Cap Growth Opportunities Fund               48,679             27,996              21,586
Mid Cap Index Fund                               3,167              2,752               1,846
Mid Cap Value Fund                              40,718             19,447               7,321
Quantitative Large Cap Core Fund (3)                 *                222                 152
Quantitative Large Cap Growth Fund (3)               *                117                  62
Quantitative Large Cap Value Fund (3)                *                 --                  --
Real Estate Securities Fund                     31,490             61,435              21,565
Small Cap Growth Opportunities Fund             17,658              6,126               3,513
Small Cap Index Fund                             1,341              2,177               1,170
Small Cap Select Fund                           30,821             28,426               5,701
Small Cap Value Fund                            10,000              7,691               3,104
Small-Mid Cap Core Fund                         15,880              8,233               3,346

* Fund was not in operation during this fiscal year/period.

(1) Commenced operations on December 17, 2007.

(2) Commenced operations on December 21, 2006.

(3) Commenced operations on July 31, 2007.

The Distributor received the following compensation from the Funds during the Funds' most recent fiscal year ended October 31, 2008:

                                      NET UNDERWRITING   COMPENSATION ON
                                        DISCOUNTS AND    REDEMPTIONS AND    BROKERAGE        OTHER
                                         COMMISSIONS       REPURCHASES     COMMISSIONS   COMPENSATION*
                                      ----------------   ---------------   -----------   -------------
Balanced Fund                              $ 5,976           $ 6,804            --             --
Equity Income Fund                           8,454            23,907            --             --
Equity Index Fund                           11,090            24,568            --             --
Global Infrastructure Fund                   8,400                --            --             --
International Fund                           4,050             8,163            --             --
International Select Fund                    2,195             1,359            --             --
Large Cap Growth Opportunities Fund          7,482            12,839            --             --
Large Cap Select Fund                        1,261             1,352            --             --
Large Cap Value Fund                         3,029            10,667            --             --
Mid Cap Growth Opportunities Fund           21,586            38,201            --             --
Mid Cap Index Fund                           1,846             3,415            --             --
Mid Cap Value Fund                           7,321            25,043            --             --
Quantitative Large Cap Core Fund               152                --            --             --
Quantitative Large Cap Growth Fund              62                --            --             --
Quantitative Large Cap Value Fund               --                --            --             --
Real Estate Securities Fund                 21,565            54,861            --             --
Small Cap Growth Opportunities Fund          3,513            11,797            --             --
Small Cap Index Fund                         1,170             1,768            --             --
Small Cap Select Fund                        5,701            40,249            --             --
Small Cap Value Fund                         3,104             7,746            --             --
Small-Mid Cap Core Fund                      3,346             7,782            --             --

* As disclosed below, the Funds also paid fees to the Distributor under FAIF's Rule 12b-1 Distribution and Service Plan. None of those fees were retained by the Distributor. The Distributor is compensated under a separate arrangement from fees earned by U.S. Bancorp Fund Services, LLC, as part of the Sub-Administration Agreement between FAF Advisors, Inc. and U.S. Bancorp Fund Services, LLC.

FAIF has also adopted a Distribution and Service Plan with respect to the Class A, Class B, Class C and Class R Shares of the Fund pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). 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 Plan authorizes the Distributor to retain the sales charges paid upon purchase of Class A, Class B and Class C Shares and authorize the Funds to pay the Distributor distribution and/or shareholder servicing fees. The Plan is a "compensation-type" plan under which the Distributor is entitled to receive the distribution and shareholder servicing fees regardless of whether its actual distribution and shareholder servicing expenses are more or less than the amount of the fees. The distribution fees under the Plan are used for primary purpose of compensating broker-dealers for their sales of the Funds. The shareholder servicing fees are used primarily for the purpose of providing compensation for the ongoing servicing and/or maintenance of shareholder accounts. The Plan authorizes the Distributor to retain the contingent deferred sales charge applied on redemptions of Class B and C Shares, except that portion which is reallowed to Participating Institutions. The Plan recognizes that the Distributor 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, Class C and Class R Shares. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor or the Advisor at any time.

The following table sets forth the total Rule 12b-1 fees, after waivers, paid by certain of the Funds for the fiscal year ended October 31, 2008 with respect to the Class A shares, Class B shares, Class C shares and Class R shares of the Funds. As noted above, no distribution fees are paid with respect to Class Y shares.

                                                      FISCAL YEAR ENDED OCTOBER 31, 2008
                                                               RULE 12B-1 FEES
                                      -----------------------------------------------------------------
FUND                                  CLASS A SHARES   CLASS B SHARES   CLASS C SHARES   CLASS R SHARES
----                                  --------------   --------------   --------------   --------------
Balanced Fund                            $217,426         $ 65,999         $ 23,937         $    780
Equity Income Fund                        362,433          133,931           72,499            4,014
Equity Index Fund                         417,951          216,057          149,252           38,542

                                                      FISCAL YEAR ENDED OCTOBER 31, 2008
                                                               RULE 12B-1 FEES
                                      -----------------------------------------------------------------
FUND                                  CLASS A SHARES   CLASS B SHARES   CLASS C SHARES   CLASS R SHARES
----                                  --------------   --------------   --------------   --------------
Global Infrastructure Fund                  1,791                *                *                *
International Fund                        110,991           49,088           55,545               18
International Select Fund                   7,871            3,838            3,877              109
Large Cap Growth Opportunities Fund       198,129           92,263           68,653            3,007
Large Cap Select Fund                      14,873            5,193            2,609              154
Large Cap Value Fund                      225,003           58,894           37,211              919
Mid Cap Growth Opportunities Fund         871,438          124,944          228,019          141,138
Mid Cap Index Fund                         37,794           18,110           44,285           33,892
Mid Cap Value Fund                        514,552           65,918          207,062          145,331
Quantitative Large Cap Core Fund              292                *              131               23
Quantitative Large Cap Growth Fund            167                *              161               24
Quantitative Large Cap Value Fund              53                *               46               23
Real Estate Securities Fund               408,742           53,324          146,063          103,966
Small Cap Growth Opportunities Fund       281,566           32,112           16,859            2,586
Small Cap Index Fund                       19,015            9,824           22,023            5,015
Small Cap Select Fund                     504,442           96,910          260,752          166,386
Small Cap Value Fund                      101,542           43,814           31,935           14,190
Small-Mid Cap Core Fund                    45,878           45,390           44,804                *

* Fund did not offer share class during time period indicated.

The following table sets forth the Rule 12b-1 fees the Distributor paid to Participating Intermediaries for the fiscal year ended October 31, 2008 with respect to the Class A shares, Class B shares, Class C shares and Class R shares of the Funds.

                                                      FISCAL YEAR ENDED OCTOBER 31, 2008
                                      -----------------------------------------------------------------
                                      CLASS A SHARES   CLASS B SHARES   CLASS C SHARES   CLASS R SHARES
                                      --------------   --------------   --------------   --------------
Balanced Fund                            $209,887        $  63,502          $18,693          $   690
Equity Income Fund                        342,911          129,906           61,492            3,984
Equity Index Fund                         396,382          211,621          130,297           37,830
Global Infrastructure Fund                  1,763                *                *                *
International Fund                        105,519           47,323           46,176               16
International Select Fund                   7,558            3,282            1,203               46
Large Cap Growth Opportunities Fund       190,247           88,408           55,135            2,713
Large Cap Select Fund                      14,283            4,946            1,904              140
Large Cap Value Fund                      215,366           56,245           29,479              821
Mid Cap Growth Opportunities Fund         802,080          118,994          149,718          119,823
Mid Cap Index Fund                         32,990           17,264           34,182           33,892
Mid Cap Value Fund                        506,567           63,167          149,814          136,111
Quantitative Large Cap Core Fund              193                *               34               --
Quantitative Large Cap Growth Fund            158                *               21               --
Quantitative Large Cap Value Fund              46                *                2               --
Real Estate Securities Fund               373,083           49,830           73,600           71,425
Small Cap Growth Opportunities Fund       272,690           30,953           12,452            2,580
Small Cap Index Fund                       18,678            9,326           17,790            4,923
Small Cap Select Fund                     482,119           92,572          132,356          116,872
Small Cap Value Fund                       97,125           42,091           22,520           12,059
Small-Mid Cap Core Fund                    43,237           44,269           39,311                *

* Fund did not offer share class during time period indicated.

CUSTODIANS AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Custodians. U.S. Bank and State Street Bank and Trust Company act as custodians for the Funds (the "Custodians"). U.S. Bank, 60 Livingston Avenue, St. Paul, MN 55101, acts as the custodian for each Fund (the "Custodian") other than Global Infrastructure Fund, International Fund, and International Select Fund. U.S. Bank is a subsidiary of U.S. Bancorp. State Street Bank and Trust Company, 2 Avenue de Lafayette, LCC/5 Boston, MA 02111, acts as the custodian for the International Fund and International Select Fund.

The Custodians take no part in determining the investment policies of the Funds or in deciding which securities are purchased or sold by the Funds. All of the instruments representing the investments of the Funds and all cash are held by the Custodians. The Custodians deliver securities against payment upon sale and pays for securities against delivery upon purchase. The Custodians also remit 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 as custodian, U.S. Bank is paid a monthly fee calculated on an annual basis equal to 0.005% of each such Fund's average daily net assets. State Street Bank and Trust Company is paid reasonable compensation as agreed upon from time to time. Sub-custodian fees with respect to the Funds are paid by State Street Bank and Trust Company out of its fees from the Funds. In addition, the Custodians are reimbursed for their out-of-pocket expenses incurred while providing services to the Funds. Each 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.

Independent Registered Public Accounting Firm. Ernst & Young LLP, 220 South Sixth Street, Suite 1400, Minneapolis, Minnesota 55402, serves as the Funds' independent registered public accounting firm, providing audit services, including audits of the annual financial statements.

PORTFOLIO MANAGERS

OTHER ACCOUNTS MANAGED

The following table sets forth the number and total assets of the mutual funds and accounts managed by the Fund's portfolio managers as of October 31, 2008.

                                                                                              AMOUNT SUBJECT TO
                                                                NUMBER OF                     PERFORMANCE-BASED
PORTFOLIO MANAGER                 TYPE OF ACCOUNT MANAGED        ACCOUNTS       ASSETS               FEE
-----------------            --------------------------------   ---------   --------------   ------------------
Karen L. Bowie               Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          1        $3.3 million                    0

Gerald C. Bren               Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         14      $261.0 million                    0

Anthony R. Burger            Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          0                   0                    0

David A. Chalupnik           Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         15      $323.0 million                    0

Rehan Chaudhri               Registered Investment Company           3      $708.4 million                    0
                             Other Pooled Investment Vehicles       29        $1.9 billion    3 - $94.8 million
                             Other Accounts                         21        $2.4 billion   1 - $339.9 million

David R. Cline               Registered Investment Company           5      $538.0 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          0                   0                    0

John I. DeVita               Registered Investment Company           3      $708.4 million                    0

                                                                                              AMOUNT SUBJECT TO
                                                                NUMBER OF                     PERFORMANCE-BASED
PORTFOLIO MANAGER                 TYPE OF ACCOUNT MANAGED        ACCOUNTS       ASSETS               FEE
-----------------            --------------------------------   ---------   --------------   ------------------
                             Other Pooled Investment Vehicles       29        $1.9 billion    3 - $94.8 million
                             Other Accounts                         21        $2.4 billion   1 - $339.9 million

James A. Diedrich            Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         14      $380.7 million                    0

James M. Donald              Registered Investment Company          11        $5.8 billion     1 - $1.5 billion
                             Other Pooled Investment Vehicles       53        $2.1 billion   2 - $347.1 million
                             Other Accounts                        168        $2.9 billion   1 - $326.6 million

Kevin V. Earley              Registered Investment Company           1      $173.5 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         18      $375.0 million                    0

Walter A. French             Registered Investment Company           1       $19.2 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         33      $721.0 million                    0

David A. Friar               Registered Investment Company           1       $19.2 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         33      $721.0 million                    0

Harold R. Goldstein          Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         14      $380.7 million                    0

Trevor Graham                Registered Investment Company           6      $906.3 million                    0
                             Other Pooled Investment Vehicles        3      $697.5 million                    0
                             Other Accounts                         32        $1.5 billion   1 - $141.1 million

Keith B. Hembre              Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          0                   0                    0

John Hock                    Registered Investment Company           3      $708.4 million                    0
                             Other Pooled Investment Vehicles       29        $1.9 billion    3 - $94.8 million
                             Other Accounts                         21        $2.4 billion   1 - $339.9 million

Cori B. Johnson              Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         14      $261.0 million                    0

Barry A. Lockhart            Registered Investment Company           6      $906.3 million                    0
                             Other Pooled Investment Vehicles        3      $697.5 million                    0
                             Other Accounts                         30        $1.5 billion   1 - $141.1 million

Jon A. Loth                  Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          5       $43.0 million                    0

                                                                                              AMOUNT SUBJECT TO
                                                                NUMBER OF                     PERFORMANCE-BASED
PORTFOLIO MANAGER                 TYPE OF ACCOUNT MANAGED        ACCOUNTS       ASSETS               FEE
-----------------            --------------------------------   ---------   --------------   ------------------
Robert S. McDougall          Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          5       $43.0 million                    0

Brent D. Mellum              Registered Investment Company           1      $173.5 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         18      $375.0 million                    0

Scott M. Mullinix            Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         14      $380.7 million                    0

John R. Reinsberg            Registered Investment Company           6        $1.0 billion    2 - $36.1 million
                             Other Pooled Investment Vehicles        4       $81.4 million    2 - $80.4 million
                             Other Accounts                         56        $3.5 billion                    0

Jose ("Tony") A. Rodriguez   Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          0                   0                    0

Jay L. Rosenberg             Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          4       $28.0 million                    0

Terry F. Sloan               Registered Investment Company           1      $173.5 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                         18      $375.0 million                    0

Allen D. Steinkopf           Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          4       $17.0 million                    0

Patrick Tan                  Registered Investment Company           6      $906.3 million                    0
                             Other Pooled Investment Vehicles        3      $697.5 million                    0
                             Other Accounts                         30        $1.5 billion   1 - $141.1 million

Thomas R. H. Tibbles         Registered Investment Company           6      $906.3 million                    0
                             Other Pooled Investment Vehicles        3      $697.5 million                    0
                             Other Accounts                         36        $1.5 billion   1 - $141.1 million

Mark A. Traster*             Registered Investment Company           0                   0                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          4       $17.0 million                    0

John G. Wenker               Registered Investment Company           4      $568.6 million                    0
                             Other Pooled Investment Vehicles        0                   0                    0
                             Other Accounts                          4       $28.0 million                    0

* Information is as of 12/31/08.

FAF ADVISORS SIMILAR ACCOUNTS. The Funds' portfolio managers often manage multiple accounts. The Advisor has adopted policies and procedures regarding brokerage and trade allocation and allocation of investment

opportunities that it believes are reasonably designed to address potential conflicts of interest associated with managing multiple accounts for multiple clients.

ALTRINSIC SIMILAR ACCOUNTS. Altrinsic manages other accounts in addition to International Fund and International Select Fund. Therefore, conflicts of interest may arise in connection with Altrinsic's management of the Funds' investments and the investments of other accounts. Altrinsic manages accounts that may have similar objectives as the Funds. Some of Altrinsic's other accounts may make investments in the same type of instruments or securities as the Funds at the same time as the Funds. Certain of these accounts may pay higher advisory fees than the Funds, creating an incentive to favor the higher paying account. Altrinsic has adopted procedures to allocate such trades among its various clients and the Funds fairly and equitably. It is Altrinsic's policy that no client for whom Altrinsic has investment-decision responsibility shall receive preferential treatment over any other client.

HGI SIMILAR ACCOUNTS. HGI's management of "other accounts" may give rise to potential conflicts of interest in connection with its management of International Fund's and International Select Fund's investments, on the one hand, and the investments of other accounts, on the other. The other accounts may have the same investment objective as the Funds. Therefore a potential conflict of interest may arise as a result of the identical investment objectives, whereby a portfolio manager could favor one account over another. Another potential conflict could include a portfolio manager's knowledge about the size, timing, and possible market impact of the Funds trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of the Funds. In addition, some accounts charge performance fees which could enhance conflicts of interest in the allocation of investment opportunities. However, HGI has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equitable allocated.

LAZARD SIMILAR ACCOUNTS. Although the potential for conflicts of interest exists when an investment advisor and portfolio managers manage other accounts with similar investment objectives and strategies as International Select Fund, Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and "conflicting trades" (e.g., long and short positions in the same security, as described below). In addition, the Fund, as a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the other accounts.

Potential conflicts of interest may arise because of Lazard's management of the Fund and other accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard's overall allocation of securities in that offering, or to increase Lazard's ability to participate in future offerings by the same underwriter or issuer.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard manages hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by Lazard may also be permitted to sell securities short. When Lazard engages in short sales of securities of the type in which the Fund invests, Lazard could be seen as harming the performance of the Fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. As described above, Lazard has procedures in place to address these conflicts. Portfolio managers are generally not permitted to manage both hedge funds that engage in short sales and long-only accounts, including open-end and closed-end registered investment companies

PORTFOLIO MANAGER COMPENSATION

FAF ADVISORS COMPENSATION. Portfolio manager compensation consists primarily of base pay, an annual cash incentive and long term incentive payments.

Base pay is determined based upon an analysis of the portfolio manager's general performance, experience, and market levels of base pay for such position.

The Funds' portfolio managers are paid an annual cash incentive based upon investment performance, generally over the past one- and three-year periods unless the portfolio manager's tenure is shorter. The maximum potential annual cash incentive is equal to a multiple of base pay, determined based upon the particular portfolio manager's performance and experience, and market levels of base pay for such position.

For managers of a Fund, the portion of the maximum potential annual cash incentive that is paid out is based upon performance relative to the portfolio's benchmark and performance relative to an appropriate Lipper industry peer group. Generally, the threshold for payment of an annual cash incentive is (i) benchmark performance and (ii) median performance versus the peer group, and the maximum annual cash incentive is attained at (i) a spread over the benchmark which the Advisor believes will, over time, deliver top quartile performance and
(ii) top quartile performance versus the Lipper industry peer group.

Investment performance is measured on a pre-tax basis, gross of fees for a Fund's results and for its Lipper industry peer group.

Long term incentive payments are paid to portfolio managers on an annual basis based upon general performance and expected contributions to the success of the Advisor. Long-term incentive payments are comprised of two components:
(i) performance equity units of the Advisor and (ii) U.S. Bancorp options and restricted stock.

There are generally no differences between the methods used to determine compensation with respect to the Funds and the Other Accounts shown in the table above.

ALTRINSIC COMPENSATION. Altrinsic manages all accounts on a team basis and all the portfolio managers are equity partners. The value of the equity and the associated cash flows are solely determined by the team's long-term investment performance and client satisfaction. Portfolio managers receive a competitive salary, a bonus at the end of the fiscal year, allocated capital based on the firm's profitability and participation in Altrinsic's profit sharing plan. John Hock, the Chief Investment Officer determines the compensation for the portfolio managers.

Portfolio managers receive a percentage of the net profits, which is allocated to their capital account. Altrinsic maintains a discretionary Profit Sharing Plan in which all employees are eligible to participate after six months of employment.

Altrinsic's portfolio managers' bonus compensation is determined primarily on the basis of their value added in terms of their stock specific research and the overall long-term performance of client accounts versus the respective benchmarks for each account. Consideration is given to each account's objectives, policies, strategies, limitations, and the market environment during the measurement period. Additional factors include the portfolio managers' contributions to the investment management functions within Altrinsic, contributions to the development of other investment professionals and supporting staff, and overall contribution to marketing, client service, and strategic planning for the organization. There are no material differences between how Altrinsic portfolio managers are compensated for the Funds and for other accounts.

HGI COMPENSATION. HGI compensates each portfolio manager for his or her management of the Funds. A portfolio manager's base salary is determined by the manager's experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by HGI's Human Resources Department. A portfolio manager's base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs.

A portfolio manager's bonus is paid on an annual basis and is determined by a number of factors, including, but not limited to, performance of the Funds and other funds managed relative to expectations for how those funds should have performed as compared to their benchmarks, given their objectives, policies, strategies, and limitations, and the market environment during the most recently completed calendar year. This performance factor is not based on the value of assets held in a fund's portfolio. Additional factors include the portfolio manager's contributions to the investment management functions within HGI, contributions to the development of other investment professionals and supporting staff, and overall contributions to marketing, client service, and strategic planning for the organization. The target bonus is expressed as a percentage of the overall bonus pool. The actual bonus paid may be more or less than the

target bonus, based on how well the portfolio manager satisfies the objectives stated above. The bonus pool from which a portfolio manager is paid is calculated as a percentage of the firm's overall operating revenue.

In addition, certain members of the HIS International Growth Fund portfolio management team and the growth mandate of the HIS International Core Fund (the "growth team") may be entitled to participate in the Hansberger 2006 Stock Incentive Plan for Canadian employees, by which units of restricted stock are granted in accordance with the plan's predetermined vesting schedule. Further, certain members of the growth team have a share of the net revenues earned by Hansberger resulting from the investment portfolios managed by such growth team (the "revenue share"), which would include the HIS International Growth Fund and the growth mandate portion of the HIS International Core Fund. Eligibility to participate in the revenue share is conditioned upon the growth team's reaching a pre-defined level of profitability. The amount of the revenue share is determined by using of a formula based on the amount of revenues generated by the growth team. Amounts payable to each member of the growth team from the revenue share are determined by Hansberger's chief executive officer upon consultation with the growth team's chief investment officer.

In March of 2007, certain enhancements were made to the compensation structure of portfolio managers of the Hansberger. Principally, employees, including portfolio managers, who owned shares, deferred stock units and/or options in Hansberger were provided the opportunity to tender those equity interests to NAGM in a tender offer. Going forward, NAGM has undertaken to provide annual liquidity of up to a certain amount of outstanding Hansberger equity. In addition, Hansberger has established a restricted stock plan pursuant to which restricted stock units will be issued to certain employees, including portfolio managers. This plan is in addition to the existing restricted stock plan that currently exists for the growth team.

LAZARD COMPENSATION. Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by them rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager's compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard's investment philosophy such as leadership, teamwork, and commitment.

Total compensation is not fixed, but rather is based on the following factors: (1) maintenance of current knowledge and opinions on companies owned in the portfolio; (2) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts;
(3) ability and willingness to develop and share ideas on a team basis; and (4) the performance results of the portfolios managed by the investment team.

Variable bonus is based on the portfolio manager's quantitative performance as measured by the manager's ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by him or her, by comparison of each account to a predetermined benchmark, including, as appropriate for the relevant account's investment strategy, the MSCI World Index, the FTSE All World Europe ex-UK Index, the MSCI European Index, and the MSCI EAFE Index, over the current year and the longer-term performance (3-, 5-, or 10-year, if applicable) of such account, as well as performance of the account relative to peers. In addition, the portfolio manager's bonus can be influenced by subjective measurement of the manager's ability to help others make investment decisions.

Portfolio managers also have an interest in the Lazard Asset Management LLC Equity Plan, an equity based incentive program for Lazard Asset Management. The plan offers permanent equity in Lazard Asset Management to a significant number of its professionals, including portfolio managers, as determined by the board of directors of Lazard Asset Management, from time to time. This plan gives certain Lazard employees a permanent equity interest in Lazard and an opportunity to participate in the future growth of Lazard.

In addition, effective May, 2005, the Lazard Ltd 2005 Equity Incentive Plan was adopted and approved by the Board of Directors of Lazard Ltd. The purpose of this plan is to give the company a competitive advantage in attracting, retaining, and motivating officers, employees, directors, advisors, and/or consultants and to provide the company and its subsidiaries and affiliates with a stock plan providing incentives directly linked to shareholder value.

OWNERSHIP OF FUND SHARES

The following table indicates as of October 31, 2008 the value, within the indicated range, of shares beneficially owned by the portfolio managers in each Fund they manage. For purposes of this table, the following letters indicate the range listed next to each letter:

A - $0
B - $1 - $10,000
C - $10,001 - $50,000
D - $50,001 - $100,000
E - $100,001 - $500,000
F - $500,001 - $1,000,000
G - More than $1 million

                                                                                 OWNERSHIP IN FUND
PORTFOLIO MANAGER      FUND                                  OWNERSHIP IN FUND        COMPLEX
-----------------      -----------------------------------   -----------------   -----------------
Karen L. Bowie         Small Cap Value Fund                          C                   E

Gerald C. Bren         Equity Income Fund                            A                   G

Anthony R. Burger      Large Cap Select Fund                         A                   D
                       Small-Mid Cap Core Fund                       C

David A. Chalupnik     Balanced Fund                                 A                   G
                       Large Cap Select Fund                         A
                       Small-Mid Cap Core Fund                       A

Rehan Chaudhri         International Select Fund                     A                   A

David R. Cline         Balanced Fund                                 A                   E
                       Quantitative Large Cap Core Fund              A
                       Quantitative Large Cap Growth Fund            A
                       Quantitative Large Cap Value Fund             A

John I. DeVita         International Select Fund                     A                   A

James A. Diedrich      Large Cap Growth Opportunities Fund           C                   E
                       Mid Cap Growth Opportunities Fund             D

James M. Donald        International Select Fund                     A                   A

Kevin V. Earley        Large Cap Value Fund                          C                   E
                       Mid Cap Value Fund                            D

Walter A. French       Equity Index Fund                             A                   D
                       Mid Cap Index Fund                            A
                       Quantitative Large Cap Core Fund              A
                       Quantitative Large Cap Growth Fund            A
                       Quantitative Large Cap Value Fund             A
                       Small Cap Index Fund                          A

David A. Friar         Equity Index Fund                             A                   B
                       Mid Cap Index Fund                            A
                       Quantitative Large Cap Core Fund              A
                       Quantitative Large Cap Growth Fund            A
                       Quantitative Large Cap Value Fund             A
                       Small Cap Index Fund                          A

OWNERSHIP IN FUND
PORTFOLIO MANAGER FUND OWNERSHIP IN FUND COMPLEX
----------------- ----------------------------------- ----------------- -----------------
Harold R. Goldstein Large Cap Growth Opportunities Fund C D
Mid Cap Growth Opportunities Fund C

Trevor Graham International Select Fund A A

Keith B. Hembre International Select Fund A E
Quantitative Large Cap Core Fund A
Quantitative Large Cap Growth Fund A
Quantitative Large Cap Value Fund A

John Hock International Select Fund A A

Cori B. Johnson Equity Income Fund A C

Barry A. Lockhart International Select Fund A A

Jon A. Loth Small Cap Growth Opportunities Fund B C

Robert S. McDougall Small Cap Growth Opportunities Fund B C

Brent D. Mellum Large Cap Value Fund D E
Mid Cap Value Fund C

Scott M. Mullinix Large Cap Growth Opportunities Fund C C
Mid Cap Growth Opportunities Fund C

John R. Reinsberg International Select Fund A A

Jose A. Rodriguez Balanced Fund A E

Jay L. Rosenberg Real Estate Securities Fund B C

Terry F. Sloan Large Cap Value Fund C C
Mid Cap Value Fund C

Allen D. Steinkopf Small Cap Select Fund C E

Patrick Tan International Select Fund A A

Thomas R. H. Tibbles International Select Fund A A

Mark A. Traster* Small Cap Select Fund C C

John G. Wenker Real Estate Securities Fund D E

* Information is as of 12/31/08.

PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

Decisions with respect to which securities are to be bought or sold, the total amount of securities to be bought or sold, the broker-dealer with or through which the securities transactions are to be effected and the commission rates applicable to the trades are made by the Advisor or, in the case of International Fund or International Select Fund, their sub-advisors (the "Sub-advisors").

In selecting a broker-dealer to execute securities transactions, the Advisor and the Sub-advisors consider the full range and quality of a broker-dealer's services including, among other things: the value, nature and quality of any brokerage and research products and services; execution capability; commission rate; financial responsibility (including willingness to commit capital); the likelihood of price improvement; the speed of execution and likelihood of execution for limit orders; the ability to minimize market impact; the maintenance of the confidentiality of orders; and responsiveness of the broker-dealer. The determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution for the Funds. Subject to the satisfaction of its obligation to

seek best execution, another factor considered by the Advisor and the Sub-advisors in selecting a broker-dealer may include the broker-dealer's access to initial public offerings.

For certain transactions, the Advisor and the Sub-advisors may cause the Funds to pay a broker-dealer a commission higher than that which another broker-dealer might have charged for effecting the same transaction (a practice commonly referred to as "paying up"). The Advisor and the Sub-advisors cause a Fund to pay up in recognition of the value of the brokerage and research products and services provided by the broker-dealer. The broker-dealer may directly provide such products or services to the Funds or purchase them from a third party for the Funds. In such cases, the Advisor and the Sub-advisors are in effect paying for the brokerage and research products and services with client commissions - so-called "soft dollars." The Advisor and the Sub-advisors will only cause a Fund to pay up if the Advisor and the Sub-Advisors, subject to their overall duty to seek best execution, determine in good faith that the amount of such commission is reasonable in relation to the value of the brokerage and research products and services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Advisor and the Sub-advisors with respect to the managing of its accounts.

The types of research products and services the Advisor and the Sub-advisors receive include economic analysis and forecasts, financial market analysis and forecasts, industry and company specific analysis, performance monitoring, interest rate forecasts, arbitrage relative valuation analysis of various debt securities, analysis of U.S. Treasury securities, research-dedicated computer software and related consulting services and other services that assist in the investment decision making process. Research products and services are received primarily in the form of written reports, computer-generated services, telephone contacts and personal meetings with security analysts. Research services may also be provided in the form of meetings arranged by broker-dealers with corporate management teams and spokespersons, as well as industry spokespersons.

The brokerage and research products and services the Advisor and the Sub-advisors receive from broker-dealers supplement the Advisor's and the Sub-advisors' own normal research activities. As a practical matter, the Advisor or the Sub-advisors could not, on their own, generate all of the research that broker-dealers provide without materially increasing expenses. The brokerage and research products and services the Advisor and the Sub-advisors receive from broker-dealers may be put to a variety of uses and may be provided as part of a product that bundles research and brokerage products with other products into one package as further described below. The Advisor and the Sub-advisors reduce their expenses through their use of soft dollars.

As a general matter, the brokerage and research products and services the Advisor and the Sub-advisors receive from broker-dealers are used to service all of the Advisor's and the Sub-advisors' accounts, including the Funds. However, any particular brokerage and research product or service may not be used to service each and every account, and may not benefit the particular accounts that generated the brokerage commissions. For example, equity commissions are used for brokerage and research products and services utilized in managing fixed income accounts.

The Advisor and the Sub-advisors receive brokerage or research products or services that they also use for business purposes unrelated to brokerage or research. For example, certain brokerage services are provided as a part of a product that bundles many separate and distinct brokerage, execution, investment management, custodial and recordkeeping services into one package. Market data services are a specific example of mixed use services that the Advisor and the Sub-advisors might acquire because certain employees of the Advisor and the Sub-advisors may use such services for marketing or administrative purposes while others use them for research purposes. The acquisition of mixed use products and services causes a conflict of interest for the Advisor and the Sub-advisors, in that, clients pay up for this type of brokerage or research product or service while the product or service also directly benefits the Advisor and the Sub-advisors. For this reason, and in accordance with general SEC guidance, the Advisor and its applicable affiliates (that may also utilize such mixed use products or services) and the Sub-advisors make a good faith effort to determine what percentage of the product or service is used for non-brokerage or research purposes and pay cash ("hard dollars") for such percentage of the total cost. To ensure that their practices are consistent with their fiduciary responsibilities to their clients and to address this conflict, the Advisor and the Sub-advisors make all determinations with regard to whether mixed use items may be acquired and, if so, what the appropriate allocations are between soft dollar and hard dollar payments for such products and services. These determinations themselves represent a conflict of interest as the Advisor and the Sub-advisors have a financial incentive to allocate a greater proportion of the cost of mixed use products to soft dollars.

Many of the Funds' portfolio transactions involve payment of a brokerage commission by the applicable Fund. In some cases, transactions are with dealers or issuers who act as principal for their own accounts and not as brokers. Transactions effected on a principal basis, other than certain transactions effected on a so-called riskless 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 Funds typically deal with market makers unless it appears that better price and execution are available elsewhere.

It is expected that the Funds will purchase most foreign equity securities in the over-the-counter markets or stock exchanges located in the countries in which the respective principal offices of the issuers of the various securities are located if that is the best available market. The fixed commission paid in connection with most such foreign stock transactions generally is higher than negotiated commissions on U.S. transactions. There generally is less governmental supervision and regulation of foreign stock exchanges than in the United States. Foreign securities settlements may in some instances be subject to delays and related administrative uncertainties.

Foreign equity securities may be held in the form of depositary receipts or securities convertible into foreign equity securities. Depositary receipts may be listed on stock exchanges or traded in the over-the-counter markets in the United States or overseas. The foreign and domestic debt securities and money market instruments in which the Funds may invest are generally traded in the over-the-counter markets.

The Funds do not effect any brokerage transactions in their portfolio securities with any broker or dealer affiliated directly or indirectly with the Advisor, Sub-advisors or 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 Funds, 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 Funds as the Funds 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 or Sub-advisors are simultaneously engaged in the purchase or sale of the same security, the prices and amounts are allocated in a manner considered by the Advisor or Sub-advisors 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.

The following table sets forth the aggregate brokerage commissions paid by certain of the Funds during the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008:

                                            FISCAL YEAR        FISCAL YEAR        FISCAL YEAR
                                               ENDED              ENDED              ENDED
                                         OCTOBER 31, 2006   OCTOBER 31, 2007   OCTOBER 31, 2008
                                         ----------------   ----------------   ----------------
Balanced Fund                                $  622,759        $  577,926         $  595,567
Equity Income Fund                              954,127           833,175          1,095,583
Equity Index Fund                                76,546            76,947             53,085
Global Infrastructure Fund (1)                        *                 *            129,356
International Fund                              748,049           890,078            684,747
International Select Fund (2)                         *           381,242            454,211
Large Cap Growth Opportunities Fund           1,861,775         1,682,228          1,190,558
Large Cap Select Fund                         1,090,539         1,265,290          1,477,447
Large Cap Value Fund                          1,055,638         1,521,262          1,302,216
Mid Cap Growth Opportunities Fund             3,212,857         3,462,791          3,792,340
Mid Cap Index Fund                               46,829            50,941             34,148
Mid Cap Value Fund                            1,308,061         2,334,351          2,214,024
Quantitative Large Cap Core Fund (3)                  *            34,053            170,373
Quantitative Large Cap Growth Fund (3)                *             5,848             34,196
Quantitative Large Cap Value Fund (3)                 *             6,088             31,351
Real Estate Securities Fund                   3,074,514         3,757,610          2,886,992
Small Cap Growth Opportunities Fund           2,921,412         1,393,431          1,311,213
Small Cap Index Fund                             26,980            13,595             11,669
Small Cap Select Fund                         3,306,424         3,463,172          2,624,080
Small Cap Value Fund                          1,334,448           873,755            590,672
Small-Mid Cap Core Fund                         330,643           469,478            494,498

* Fund was not in operation during this fiscal year.

(1) Commenced operations on December 17, 2007.

(2) Commenced operations on December 21, 2006.

(3) Commenced operations on July 31, 2007.

The following table sets forth the value of transactions executed with, and commissions paid to, broker-dealers selected by the Advisor in part because of research products or services provided during the fiscal years ended October 31, 2006, October 31, 2007, and October 31, 2008.

                                           FISCAL YEAR ENDED               FISCAL YEAR ENDED             FISCAL YEAR ENDED
                                            OCTOBER 31, 2006               OCTOBER 31, 2007               OCTOBER 31, 2008
                                     -----------------------------  -----------------------------  -----------------------------
                                                         RELATED                        RELATED                       RELATED
FISCAL YEAR ENDED                                     BROKERAGE(1)                   BROKERAGE(1)                   BROKERAGE(1)
OCTOBER 31, 2006                     TRANSACTIONS(1)   COMMISSION   TRANSACTIONS(1)   COMMISSION   TRANSACTIONS(1)   COMMISSION
----------------                     ---------------  ------------  ---------------  ------------  ---------------  ------------
Balanced Fund                         $  380,350,539   $  475,932    $  390,552,904   $  428,616    $  293,261,324   $  408,793
Equity Income Fund                       668,624,446      852,153       543,059,280      737,521       583,045,551      988,778
Global Infrastructure Fund                         *            *                 *            *        55,642,083      113,670
Large Cap Growth Opportunities Fund    1,547,989,629    1,696,914     1,433,654,540    1,508,693       886,897,362    1,012,655
Large Cap Select Fund                    769,831,661      963,157     1,003,034,899    1,093,452       870,912,481    1,210,307
Large Cap Value Fund                     877,728,809      966,766     1,184,772,418    1,331,806       893,776,384    1,196,029
Mid Cap Growth Opportunities Fund      2,076,771,030    2,908,036     2,536,664,939    2,991,474     2,544,142,194    3,295,187
Mid Cap Value Fund                       833,848,701    1,076,339     1,367,157,059    1,958,095     1,201,168,917    1,922,687
Real Estate Securities Fund            1,921,845,559    2,729,100     2,066,304,282    2,738,914     1,311,000,024    2,293,576
Small Cap Growth Opportunities Fund      845,872,384    2,275,237       446,875,152      999,170       360,460,208    1,016,601
Small Cap Select Fund                  1,293,678,410    2,727,381     1,245,312,377    2,784,868       831,206,929    2,111,079
Small Cap Value Fund                     579,561,288    1,129,635       333,051,199      702,609       193,881,286      484,105
Small - Mid Cap Core Fund                132,446,690      264,404       240,170,906      395,390       206,085,907      414,586

* Fund was not in operation during this fiscal year.

(1) Amount includes commissions paid to and brokerage transactions placed with certain broker-dealers that provide brokerage and research products and services and unbundled full service execution services.

At October 31, 2008, certain Funds held the securities of their "regular brokers or dealers" as follows:

                                       REGULAR BROKER OR DEALER    AMOUNT OF SECURITIES HELD
FUND                                      ISSUING SECURITIES              BY FUND (000)          TYPE OF SECURITIES
----                                  --------------------------   -------------------------   ---------------------
Balanced Fund                         Bank of Americas                      $ 1,906            Equity Securities
                                      JPMorgan Chase                          2,173            Equity Securities
                                      State Street                            1,267            Equity Securities
                                      Citigroup                               5,304            Corporate Obligations
                                      Credit Suisse First Boston                445            Corporate Obligations
                                      Goldman Sachs Group                       974            Corporate Obligations
                                      JPMorgan Chase                          2,489            Corporate Obligations
                                      UBS Warburg                             1,463            Corporate Obligations

Equity Income Fund                    Bank of America                       $11,864            Equity Securities
                                      Citigroup                              15,239            Equity Securities
                                      Goldman Sachs Group                     7,583            Equity Securities

Equity Index Fund                     Bank of America                       $15,486            Equity Securities
                                      Bank of New York Mellon                 4,637            Equity Securities
                                      Goldman Sachs Group                     5,134            Equity Securities
                                      JPMorgan Chase                         19,389            Equity Securities
                                      Merrill Lynch                           3,624            Equity Securities
                                      State Street                            2,267            Equity Securities

Large Cap Growth Opportunities Fund   Bank of New York Mellon               $ 4,474            Equity Securities
                                      Goldman Sachs Group                     1,481            Equity Securities

Large Cap Select Fund                 Bank of America                       $ 5,049            Equity Securities
                                      JPMorgan Chase                          5,758            Equity Securities
                                      State Street                            3,358            Equity Securities

Large Cap Value Fund                  Bank of America                       $12,647            Equity Securities
                                      Citigroup                               6,230            Equity Securities
                                      Goldman Sachs Group                     4,938            Equity Securities
                                      JPMorgan Chase                         22,106            Equity Securities
                                      State Street                            2,691            Equity Securities

Quantitative Large Cap Core Fund      Bank of America                       $   934            Equity Securities
                                      Citigroup                                 276            Equity Securities
                                      Goldman Sachs Group                        94            Equity Securities
                                      JPMorgan Chase                            983            Equity Securities
                                      State Street                              248            Equity Securities

Quantitative Large Cap Growth Fund    State Street                          $    22            Equity Securities

Quantitative Large Cap Value Fund     Bank of America                       $   301            Equity Securities
                                      Bank of New York Mellon                   140            Equity Securities
                                      Citigroup                                 132            Equity Securities
                                      Goldman Sachs Group                        43            Equity Securities
                                      JPMorgan Chase                            355            Equity Securities
                                      State Street                               54            Equity Securities

CAPITAL STOCK

Each share of each Fund's $.01 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 Funds have no preemptive or conversion rights.

Each share of a 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. On issues affecting only a particular Fund, the shares of that Fund will vote as a separate series. Examples of such issues would be proposals to alter a fundamental investment restriction pertaining to a Fund or to approve, disapprove or alter a distribution plan. The Bylaws of FAIF provide that annual shareholders meetings are not required and that meetings of shareholders need only be held with such frequency as required under Maryland law and the 1940 Act.

As of February 3, 2009, the directors and officers of FAIF as a group owned less than one percent of each Fund's outstanding shares and the Funds were aware that the following persons owned of record five percent or more of the outstanding shares of each class of stock of the Funds:

                                                           PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
SMALL CAP VALUE FUND

CHARLES SCHWAB & CO INC                              5.61%
SPECIAL CUSTODY ACCOUNT
FOR BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

US BANK CUST                                                                      43.16%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

CAPINCO                                                                           29.17%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                  14.99%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                          8.03%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

STATE STREET BANK & TRUST CO CUST                                                           43.10%
FBO VARIOUS SYMETRA
RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770

NFS LLC FEBO                                                                                31.79%
TRANSAMERICA LIFE INS COMPANY
1150 S OLIVE ST STE 2700
LOS ANGELES CA 90015-2211

MG TRUST CO TTEE                                                                             5.38%
INTEGRATED DESIGN INC 401K PLAN
700 17TH ST STE 300
DENVER CO 80202-3531

EQUITY INCOME FUND

ORCHARD TRUST CO LLC TRUSTEE / C                                        25.52%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                         48.16%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

                                                           PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
WASHINGTON & CO                                                                   27.42%
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                           16.81%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                   5.77%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

MG TRUST CO CUST FBO                                                                        51.32%
DALY CROWLEY MOFFORD & DURKEE LL
700 17TH ST STE 300
DENVER CO 80202-3531

MR RON SEIDLE FBO                                                                           18.22%
RON SEIDLE CHEVROLET 401K
1141 E MAIN ST
CLARION PA 16214-1209

VICTOR COVARRUBIAS MARY K MAIN                                                               8.49%
FBO
VICTOR BUICK-GMC TRUCK INC 401K
2525 WARDLOW RD
CORONA CA 92882-2873

OFI TRUST CO FBO                                                                             5.08%
DOMINGO VARA CHEVROLET 401K
8011 I-H 35 S
SAN ANTONIO TX 78224

LARGE CAP VALUE FUND

BAND & CO                                                                         31.92%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

US BANK CUST                                                                      31.23%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

CAPINCO                                                                           23.63%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                    7.47%
C/O US BANK
PO BOX 1787
MILWAUKEE WI  53201-1787

MG TRUST CO CUST FBO                                                                        57.80%
OMAHA NEON SIGN INC
700 17TH ST STE 300
DENVER CO 80202-3531

MG TRUST CO CUST FBO                                                                        13.83%
TTK CONSTRUCTION CO INC 401K
700 17TH ST STE 300
DENVER CO 80202-3531

                                                           PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
MG TRUST CO CUST FBO                                                                         6.23%
PRECISION SOLUTIONS GROUP INC
700 17TH ST STE 300
DENVER CO 80202-3531

MG TRUST CO CUST FBO                                                                         6.01%
INLAND EMPIRE ELECTRIC CO 401K
700 17TH ST STE 300
DENVER CO 80202-3531

MG TRUST CO CUST FBO                                                                         5.06%
METALOGIC INC 401K
700 17TH ST STE 300
DENVER CO 80202-3531

MID CAP VALUE FUND

CHARLES SCHWAB & CO INC                             22.38%
SPECIAL CUSTODY ACCOUNT
FOR BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

MERRILL LYNCH PIERCE FENNER & SMITH                                      6.73%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

CAPINCO                                                                           41.36%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         21.04%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

US BANK TR                                                                        16.16%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

WASHINGTON & CO                                                                   10.89%
C/O US BANK
PO BOX 1787
MILWAUKEE WI  53201-1787

STATE STREET BANK & TRUST CO CUST                                                           15.44%
FBO VARIOUS SYMETRA
RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770

TD AMERITRADE TRUST COMPANY                                                                  8.66%
PO BOX 17748
DENVER CO 80217-0748

EQUITY INDEX FUND

                                                          PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
ORCHARD TRUST CO LLC TRUSTEE / C                    11.09%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

ORCHARD TRUST CO LLC TRUSTEE / C                                        11.24%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                         38.40%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                  22.50%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

CAPINCO                                                                           17.60%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   13.20%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

STATE STREET BANK & TRUST CO CUST                                                           35.95%
FBO VARIOUS SYMETRA
RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770

NFS LLC FEBO                                                                                31.83%
FIRST MERCHANTS TRUST CO NA
OMNIBUS RET PLANS/EB ASSETS
PO BOX 1467
MUNCIE IN 47308-1467

BALANCED FUND

ORCHARD TRUST CO LLC TRUSTEE / C                                        41.16%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002'

MG TRUST                                                                 7.15%
NORTHWEST PROFESSIONAL
MANAGEMENT 401K
700 17TH ST STE 300
DENVER CO 80202-3531

ORCHARD TRUST CO LLC TRUSTEE / C                                                  69.28%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002'

                                                          PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
CAPINCO                                                                           11.69%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ATTN NPIO TRADE DESK                                                              10.46%
DCGT TRUSTEE & OR CUSTODIAN
FBO PRINCIPAL FINANCIAL GROUP
QUALIFIED PRIN ADVTG OMNIBUS
711 HIGH ST
DES MOINES IA 50309-2732

NANCY QUINTEL/RAFAEL CRUZ/BECKY                                                             73.45%
WITTMER FBO
LEWIS RENTS INC 401K PSP
& TRUST
PO BOX 710
TWAIN HARTE CA 95383-0710

MG TRUST CO CUST FBO                                                                         9.45%
LABEL-TEK INC 401K
700 17TH ST STE 300
DENVER CO 80202-3531

DAVID G RAINIS FBO                                                                           6.76%
LANDICE INC 401K PSP
& TRUST
111 CANFIELD AVE
RANDOLPH TOWNSHIP NJ 07869-1106

SMALL-MID CAP CORE FUND

COUNSEL TRUST FBO                                                        5.28%
ANDREWS CENTER MHMR 403
RETIREMENT PLAN
1251 WATERFRONT PL STE 510
PITTSBURGH PA 15222-4228

BAND & CO                                                                         47.29%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   29.52%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                           12.28%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                   9.59%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002'

INTERNATIONAL FUND

ORCHARD TRUST CO LLC TRUSTEE / C                     5.77%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

                                                          PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
CAPINCO                                                                           60.74%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         24.21%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   13.22%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

RONNIE D BUBAR FBO                                                                          91.44%
SUBARU OF GRAND JUNCTION 401K
2496 HIGHWAY 6 AND 50
GRAND JCT CO 81505-1108

MG TRUST CO CUST FBO                                                                         6.64%
SYNERGISTICS INC
700 17TH ST STE 300
DENVER CO 80202-3531

INTERNATIONAL SELECT FUND

U.S. BANCORP INVESTMENTS INC.                        6.56%
100 SOUTH FIFTH STREET SUITE 1400
MINNEAPOLIS MN 55402-1217

BAND & CO                                            5.05%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

LPL FINANCIAL                                                 11.10%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968

FIRST CLEARING LLC                                             8.87%
FCC AS CUSTODIAN
GABRIELLE L TAUL IRA
1708 BLU FOUNTAIN CT
GODFREY IL 62035-1304

U S BANCORP INVESTMENTS INC                                    7.14%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

LPL FINANCIAL                                                  6.99%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968

MERRILL LYNCH PIERCE FENNER & SMITH SAFEKEEPING                         31.35%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

NFS LLC FEBO                                                             7.85%
NFS/FMTC IRA R/O
FBO MARILYN PORTEOUS
2363 LARKIN STREET #23
SAN FRANCISCO CA 94109-1762

                                                            PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
PERSHING LLC                                                             6.13%
PO BOX 2052
JERSEY CITY NJ 07303-2052

PERSHING LLC                                                             5.40%
PO BOX 2052
JERSEY CITY NJ 07303-2052

PERSHING LLC                                                             5.08%
PO BOX 2052
JERSEY CITY NJ 07303-2052

BAND & CO                                                                         45.59%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                           26.87%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   25.10%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

MG TRUST CO CUST FBO                                                                        92.79%
MINNESOTA MENS HEALTH CENTER
700 17TH ST STE 300
DENVER CO 80202-3531

FAF ADVISORS                                                                                 6.83%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

REAL ESTATE SECURITIES FUND

NFS LLC FEBO                                        13.41%
PREMIER TRUST FMT/FIRST AMER REA
FIRST MERCANTILE TRUST CO TTEE
ATTN: FUNDS MGMT
57 GERMANTOWN CT FL 4
CORDOVA TN 38018-4274

CHARLES SCHWAB & CO INC                              8.53%
SPECIAL CUSTODY ACCOUNT
FOR BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

UNIFIED TRUST COMPANY NA                             6.99%
OMNIBUS TRUST
2353 ALEXANDRIA DR STE 100
LEXINGTON KY 40504-3208

MERRILL LYNCH PIERCE FENNER & SMITH                                     10.13%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

                                                            PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
BAND & CO                                                                         24.43%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                           18.63%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                    9.14%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CHARLES SCHWAB & CO INC                                                            5.48%
SPECIAL CUSTODY ACCOUNT
FOR BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

NFS LLC FEBO                                                                                56.74%
TRANSAMERICA LIFE INS COMPANY
1150 S OLIVE ST STE 2700
LOS ANGLES CA 90015-2211

NFS LLC FEBO                                                                                 8.62%
STATE STREET BANK TRUST CO
TTEE VARIOUS RETIREMENT PLANS
4 MANHATTANVILLE RD
PURCHASE NY 10577-2139

STATE STREET BANK & TRUST CO CUST                                                            6.06%
FBO VARIOUS SYMETRA
RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770

LARGE CAP GROWTH OPPORTUNITIES FUND

ORCHARD TRUST CO LLC TRUSTEE / C                                         5.11%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002'

BAND & CO                                                                         42.76%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                           23.20%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   18.45%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

US BANK CUST                                                                      10.61%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

                                                            PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
MG TRUST CO CUST. FBO                                                                       77.27%
DELTA MEDIX, P.C. 401K
700 17TH ST STE 300
DENVER CO 80202-3531

MID CAP GROWTH OPPORTUNITIES FUND

NFS LLC FEBO                                        20.69%
STATE STREET BANK TRUST CO
TTEE VARIOUS RETIREMENT PLANS
4 MANHATTANVILLE RD
PURCHASE NY 10577-2139

MERRILL LYNCH PIERCE FENNER & SMITH                                      7.82%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

ORCHARD TRUST CO LLC TRUSTEE / C                                         7.57%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

CAPINCO                                                                          33.24%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         19.79%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                  14.00%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

US BANK CUST                                                                      10.63%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

WASHINGTON & CO                                                                    9.47%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

NABANK & CO                                                                                 15.78%
PO BOX 2180
TULSA OK 74101-2180

NFS LLC FEBO                                                                                13.26%
FIRST MERCHANTS TRUST CO NA
OMNIBUS RET PLANS/EB ASSETS
PO BOX 1467
MUNCIE IN 47308-1467

NFS LLC FEBO                                                                                 7.62%
TRANSAMERICA LIFE INS COMPANY
1150 S OLIVE ST STE 2700
LOS ANGELES CA 90015-2211

                                                            PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
STATE STREET BANK & TRUST CO CUST                                                            6.95%
FBO VARIOUS SYMETRA
RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770

SMALL CAP GROWTH OPPORTUNITIES FUND

CHARLES SCHWAB & CO INC                             11.69%
FOR THE EXCLUSIVE BENEFIT OF
ITS CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

PRUDENTIAL INVESTMENT MANAGEMENT                     9.91%
SERVICE FBO MUTUAL FUND CLIENTS
ATTN PRUCHOICE UNIT
MAIL STOP NJ-11-05-20
100 MULBERRY ST
NEWARK NJ 07102-4056

RAYMOND JAMES & ASSOC INC                                                5.02%
CSDN TERENCE R MADDY IRA
28496 243RD AVE
SHEVLIN, MN 56676-4264

CAPINCO                                                                           60.79%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         15.39%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

US BANK CUST                                                                      14.00%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

MICHAEL GALAN RIMMA LUKOV FBO                                                               16.79%
INTERACTIVE SERVICES GROUP INC 401K
PLAN
600 DELRAN PARKWAY
DELRAN NJ 08075-1255

DON P HARGRODER FBO                                                                          9.32%
ABBEVILLE/LAFAYETTE COURTESY 401K
4750 JOHNSON ST
PO BOX 61130
LAFAYETTE LA 70596-1130

LAWRENCE S BRUEN TTEE                                                                        9.10%
SMITH WILBERT VAULT INC 401K
PO BOX 9
BANGOR PA 18013-0009

MG TRUST COMPANY CUST. FBO                                                                   8.26%
JOHNSON-QUAID VENTURES, LLC
700 17TH ST
SUITE 300
DENVER CO 80202-3531

                                                            PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
MG TRUST CO CUST FBO                                                                         7.50%
RESOURCE GRAPHICS 401K PROFIT SHA
700 17TH ST STE 300
DENVER CO 80202-3531

COUNSEL TRUST DBA MID ATLANTIC                                                               6.97%
TRUST CO FBO
FIRST NBC BANK RET PLAN SAVINGS
336 4TH AVE
PITTSBURGH PA 15222-2011

ORCHARD TRUST CO LLC CUST                                                                    5.98%
FBO OPP FUNDS RECORDK PRO RET PL
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002

SMALL CAP SELECT FUND

CHARLES SCHWAB & CO INC                             43.20%
SPECIAL CUSTODY ACCOUNT
FOR BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

NFS LLC FEBO                                         6.36%
STATE STREET BANK TRUST CO
TTEE VARIOUS RETIREMENT PLANS
4 MANHATTANVILLE RD
PURCHASE NY 10577-2139

GREAT WEST LIFE & ANNUITY                            5.08%
GWLA-FFII-FIRST AMER SM CAP SEL A
8515 EAST ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

CAPINCO                                                                           21.40%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         18.26%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

US BANK CUST                                                                      14.42%
US BANCORP CAP
U/A 01-01-1984
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2575

ORCHARD TRUST CO LLC TRUSTEE / C                                                  14.22%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

WASHINGTON & CO                                                                    8.90%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

STANDARD INSURANCE COMPANY                                                         6.41%
1100 SW 6TH AVE
PORTLAND OR 97204-1020

                                                            PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
NFS LLC FEBO                                                                                45.64%
TRANSAMERICA LIFE INS COMPANY
1150 S OLIVE ST STE 2700
LOS ANGELES CA 90015-2211

NFS LLC FEBO                                                                                11.80%
STATE STREET BANK TRUST CO
TTEE VARIOUS RETIREMENT PLANS
4 MANHATTANVILLE RD
PURCHASE NY 10577-2139

MID CAP INDEX FUND

ORCHARD TRUST CO LLC TRUSTEE / C                     9.94%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

TD AMERITRADE TRUST COMPANY                          9.08%
PO BOX 17748
DENVER CO 80217-0748

DWS TRUST CO 401K PLAN                               8.98%
FBO MULTIQUIP INC P/S & RETIREMENT
SAVINGS PLAN
ATTN SHARE RECON DEPT
PO BOX 1757
SALEM NH 03079-1143

MERRILL LYNCH PIERCE FENNER & SMITH                  5.04%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

MERRILL LYNCH PIERCE FENNER & SMITH                                      6.86%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

BAND & CO                                                                         37.99%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

CAPINCO                                                                           35.78%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                  12.83%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

WASHINGTON & CO                                                                   11.82%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

NABAN & CO                                                                                  32.05%
PO BOX 1467
MUNCIE IN 47308-1467

                                                           PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
STATE STREET BANK & TRUST CO CUST                                                           25.44%
FBO VARIOUS SYMETRA
RETIREMENT PLANS
PO BOX 12770
OVERLAND PARK KS 66282-2770

SMALL CAP INDEX FUND

ORCHARD TRUST CO LLC TRUSTEE / C                    25.73%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

BAND & CO                                                                         42.93%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

ORCHARD TRUST CO LLC TRUSTEE / C                                                  22.71%
FBO RETIREMENT PLANS
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002

CAPINCO                                                                           17.66%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   12.97%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

AUL AMERICAN UNIT TRUST                                                                     17.54%
PO BOX 1995
INDIANAPOLIS IN 46206-9102

PIMS/PRUDENTIAL RETIREMENT                                                                  10.52%
AS NOMINEE FOR THE TTEE/CUST PL 105
TANENBAUM-HARBER CO. HOLDINGS,
320 WEST 57TH STREET
NEW YORK NY 10019-3705

MG TRUST CO AGENT TTEE                                                                       8.71%
FRONTIER TRUST CO
AUTOMATIC LAUNDRY SERVICES CO INC
PO BOX 10699
FARGO ND 58106-0699

CLAIRE LOUD FBO                                                                              7.82%
RHYTHM & MOVES INC 401K PSP
& TRUST
PO BOX 1306
BURLINGAME CA 94011-1306

MG TRUST CO AGENT TTEE                                                                       6.78%
FRONTIER TRUST CO
GENERAL CAR & TRUCK LEASING SYSTE
PO BOX 10699
FARGO ND 58106-0699

DWS TRUST CO                                                                                 5.79%
FBO ARYX THERAPEUTICS INC 401K PLAN
ATTN SHARE RECON DEPT
PO BOX 1757
SALEM NH 03079-1143

                                                           PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
MG TRUST COMPANY CUST FBO                                                                    5.11%
GREENPLUM 401K PS PLA
700 17TH STE 300
DENVER CO 80202-3531

LARGE CAP SELECT FUND

NFSC LLC FEBO                                                 10.06%
CLARE M RELIHAN
2814 EAGLE CIR
ERIE CO 80516-4001

PERSHING LLC                                                   9.97%
PO BOX 2052
JERSEY CITY NJ 07303-2052

U.S. BANCORP INVESTMENTS INC.                                  7.49%
60 LIVINGSTON AVE
ST PAUL MN 55107-2292

U S BANCORP INVESTMENTS INC                                    5.09%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

NFS LLC FEBO                                                            27.71%
MILLER STREET PARTNERSHIP
A PARTNERSHIP
PRADEEP KULKARNI
543 WEST MILLER STREET
SPRINGFIELD IL 62702-4978

DELBERT B HOPKINS & SHARON HOPKINS                                      11.30%
JT CARING TRUST
DELBERT B HOPKINS &
SHARON HOPKINS TR U/A 07/11/2006
11311 N COWBOY TRL
PRESCOTT AZ 86305-5583

MERRILL LYNCH PIERCE FENNER & SMITH SAFEKEEPING                          7.46%
ATTN PHYSICAL TEAM
4800 DEER LAKE DR E
JACKSONVILLE FL 32246-6484

PERSHING LLC                                                             6.72%
PO BOX 2052
JERSEY CITY NJ 07303-2052

U S BANCORP INVESTMENTS INC                                              6.39%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

CHARLES SCHWAB & CO INC                                                  5.71%
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151

PERSHING LLC                                                             5.71%
PO BOX 2052
JERSEY CITY NJ 07303-2052

BAND & CO                                                                         51.17%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

                                                           PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
CAPINCO                                                                           37.18%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                   9.04%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

RONNIE D BUBAR FBO                                                                          35.58%
SUBARU OF GRAND JUNCTION 401K
2496 HIGHWAY 6 AND 50
GRAND JCT CO 81505-1108

MG TRUST CO CUST FBO                                                                        31.23%
STEVEN GILMAN 401K
700 17TH ST STE 300
DENVER CO 80202-3531

MG TRUST CO CUST FBO                                                                        29.82%
TRICO EXCAVATING
700 17TH ST STE 300
DENVER CO 80202-3531

QUANTITATIVE LARGE CAP CORE

US BANK NA CUST                                     30.20%
MARK R PILON IRA ROLLOVER
1243 EDMUND AVE
SAINT PAUL MN 55104-2525

U S BANCORP INVESTMENTS INC                         23.51%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U S BANCORP INVESTMENTS INC                         18.02%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U S  BANCORP INVESTMENTS INC                        12.27%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U S BANCORP INVESTMENTS INC                          6.25%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                                           64.94%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

FAF ADVISORS                                                            35.06%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

CAPINCO                                                                           56.84%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         42.03%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

                                                          PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
FAF ADVISORS                                                                               100.00%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

QUANTITATIVE LARGE CAP GROWTH FUND

UBS FINANCIAL SERVICES INC. FBO                     19.25%
RAFAEL ROJO
PO BOX 20868
SAN JUAN PR 00928-0868

UBS FINANCIAL SERVICES INC. FBO                     17.53%
PEGGY A IBA CUST
FBO MATTHEW K IBA
101 GRANT CHAMBERLAIN DR
APT 2F
BOZEMAN MT 59715-4996

U S BANCORP INVESTMENTS INC                         14.22%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                       13.30%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

LPL FINANCIAL SERVICES                               9.38%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968

U.S. BANCORP INVESTMENTS INC.                        5.15%
60 LIVINGSTON AVE

SAINT PAUL MN 55107-2292

LPL FINANCIAL SERVICES                                                  88.90%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968

FAF ADVISORS                                                            11.10%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

CAPINCO                                                                           75.76%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         23.60%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

FAF ADVISORS                                                                               100.00%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

QUANTITATIVE LARGE CAP VALUE FUND

                                                          PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
U S BANCORP INVESTMENTS INC                         46.49%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U S BANCORP INVESTMENTS INC                         18.73%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U S BANCORP INVESTMENTS INC                         12.26%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U S BANCORP INVESTMENTS INC                         12.20%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

U.S. BANCORP INVESTMENTS INC.                        9.11%
60 LIVINGSTON AVE
SAINT PAUL MN 55107-2292

FAF ADVISORS                                                           100.00%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

CAPINCO                                                                           84.39%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

BAND & CO                                                                         15.36%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

FAF ADVISORS                                                                               100.00%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

GLOBAL INFRASTRUCTURE FUND

NFS LLC FEBO                                                            19.80%
SARAH E SPENCER TTEE
MATTHEW D SILVERSTEIN TRUST
U/A 1/3/02
PO BOX 5157
MADISON WI 53705-0157

NFS LLC FEBO                                                             7.43%
SMS FOUNDATION
PO BOX 5324
MADISON WI 53705-0324

CAPINCO                                                                           36.99%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

FIRSTAR CAPITAL CORP                                                              25.33%'
ATTN KEITH ARNOLD
US BANCORP CTR BC-MN-H18T
800 NICOLLET MALL
MINNEPOLIS MN 55402-7000

                                                          PERCENTAGE OF OUTSTANDING SHARES
                                                   -----------------------------------------------
                                                   CLASS A   CLASS B   CLASS C   CLASS Y   CLASS R
                                                   -------   -------   -------   -------   -------
BAND & CO                                                                         20.83%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

WASHINGTON & CO                                                                    8.01%
C/O US BANK
PO BOX 1787
MILWAUKEE WI 53201-1787

FAF ADVISORS                                                                               100.00%
ATTN LISA ISAACSON BC-MN-H05M
800 NICOLLET MALL FL 5
MINNEAPOLIS MN 55402-7000

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 Funds' Prospectuses. The public offering price of the Class A Shares of the Funds as of October 31, 2008 was as set forth below. Please note that the public offering prices of Class B, Class C, Class Y, and Class R Shares are the same as net asset value since no sales charges are imposed on the purchase of such shares.

                                      PUBLIC OFFERING PRICE
FUND                                         CLASS A
----                                  ---------------------
Balanced Fund                                 $ 8.05
Equity Income Fund                             10.68
Equity Index Fund                              18.63
Global Infrastructure Fund                      6.80
International Fund                              9.19
International Select Fund                       6.91
Large Cap Growth Opportunities Fund            22.77
Large Cap Select Fund                           9.34
Large Cap Value Fund                           13.63
Mid Cap Growth Opportunities Fund              25.27
Mid Cap Index Fund                              9.34
Mid Cap Value Fund                             17.07
Quantitative Large Cap Core Fund               17.52
Quantitative Large Cap Growth Fund             18.78
Quantitative Large Cap Value Fund              17.82
Real Estate Securities Fund                    13.41
Small Cap Growth Opportunities Fund            12.66
Small Cap Index Fund                            9.43
Small Cap Select Fund                           8.75
Small Cap Value Fund                            8.59
Small-Mid Cap Core Fund                         7.41

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 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.

On October 31, 2008, the net asset value per share for each class of shares of the Funds was calculated as follows.

                                                        SHARES        NET ASSET
                                       NET ASSETS    OUTSTANDING   VALUE PER SHARE
                                      ------------   -----------   ---------------
BALANCED FUND
   Class A                            $ 61,222,545     8,048,102        $ 7.61
   Class B                               4,421,680       586,356          7.54
   Class C                               1,611,845       212,265          7.59
   Class R                                 342,247        44,632          7.67
   Class Y                             107,807,052    14,125,143          7.63

EQUITY INCOME FUND
   Class A                             100,824,046     9,988,722         10.09
   Class B                               9,113,474       915,389          9.96
   Class C                               4,624,622       463,577          9.98
   Class R                                 534,607        53,042         10.08
   Class Y                             574,162,373    56,401,390         10.18

EQUITY INDEX FUND
   Class A                             114,653,881     6,508,957         17.61
   Class B                              12,855,690       740,835         17.35
   Class C                               9,783,629       560,254         17.46
   Class R                               9,462,739       538,132         17.58
   Class Y                             954,582,569    54,207,857         17.61

GLOBAL INFRASTRUCTURE FUND
   Class A                               4,021,958       625,828          6.43
   Class Y                              17,220,564     2,676,277          6.43

INTERNATIONAL FUND
   Class A                              25,341,942     2,918,015          8.68
   Class B                               2,499,397       315,647          7.92
   Class C                               3,231,603       391,735          8.25
   Class R                                   2,492           287          8.67
   Class Y                             658,275,885    74,689,561          8.81

INTERNATIONAL SELECT FUND
   Class A                               1,904,032       291,577          6.53
   Class B                                 256,765        39,768          6.46
   Class C                                 225,945        34,980          6.46
   Class R                                  47,981         7,363          6.52
   Class Y                             249,805,525    38,128,652          6.55

LARGE CAP GROWTH OPPORTUNITIES FUND
   Class A                              53,429,959     2,483,375         21.52
   Class B                               5,906,840       296,356         19.93
   Class C                               4,368,263       214,367         20.38
   Class R                                 454,410        21,369         21.26
   Class Y                             417,336,792    18,710,415         22.31

LARGE CAP SELECT FUND
   Class A                               3,608,087       408,571          8.83
   Class B                                 330,573        38,548          8.58
   Class C                                 180,389        21,084          8.56
   Class R                                  20,041         2,283          8.78
   Class Y                             207,903,551    23,450,367          8.87

LARGE CAP VALUE FUND
   Class A                              60,870,202     4,724,841         12.88
   Class B                               3,749,566       302,513         12.39
   Class C                               2,643,060       209,931         12.59
   Class R                                 174,453        13,576         12.85
   Class Y                             401,006,013    30,964,716         12.95

                                                        SHARES        NET ASSET
                                       NET ASSETS    OUTSTANDING   VALUE PER SHARE
                                      ------------   -----------   ---------------
MID CAP GROWTH OPPORTUNITIES FUND
   Class A                             209,052,484     8,753,435         23.88
   Class B                               7,240,678       341,207         21.22
   Class C                              13,010,796       584,481         22.26
   Class R                              21,245,773       901,745         23.56
   Class Y                             732,559,659    28,650,512         25.57

MID CAP INDEX FUND
   Class A                              11,374,056     1,288,360          8.83
   Class B                               1,139,789       132,395          8.61
   Class C                               3,101,573       359,059          8.64
   Class R                               8,156,741       930,736          8.76
   Class Y                             177,037,815    20,018,512          8.84

MID CAP VALUE FUND
   Class A                             124,275,592     7,705,274         16.13
   Class B                               4,132,633       271,475         15.22
   Class C                              13,153,903       844,296         15.58
   Class R                              23,422,908     1,460,579         16.04
   Class Y                             415,485,945    25,588,350         16.24

QUANTITATIVE LARGE CAP CORE FUND
   Class A                                 117,653         7,105         16.56
   Class C                                   9,527           577         16.51
   Class R                                   3,363           203         16.55
   Class Y                              89,270,520     5,387,152         16.57

QUANTITATIVE LARGE CAP GROWTH FUND
   Class A                                  56,395         3,178         17.75
   Class C                                  11,947           675         17.69
   Class R                                   3,580           202         17.73
   Class Y                              19,974,200     1,124,397         17.76

QUANTITATIVE LARGE CAP VALUE FUND
   Class A                                  13,741           816         16.84
   Class C                                   3,421           204         16.80
   Class R                                   3,443           205         16.83
   Class Y                              16,778,888       995,595         16.85

REAL ESTATE SECURITIES FUND
   Class A                             133,161,678    10,512,041         12.67
   Class B                               3,275,953       264,391         12.39
   Class C                              11,457,449       920,951         12.44
   Class R                              22,813,263     1,782,989         12.79
   Class Y                             526,386,378    41,151,492         12.79

SMALL CAP GROWTH OPPORTUNITIES FUND
   Class A                              29,021,698     2,427,449         11.96
   Class B                               1,978,618       186,329         10.62
   Class C                               1,103,978        99,176         11.13
   Class R                                 433,397        36,639         11.83
   Class Y                              75,354,543     5,880,550         12.81

SMALL CAP INDEX FUND
   Class A                               6,043,233       678,389          8.91
   Class B                                 684,598        79,971          8.56
   Class C                               1,530,824       176,748          8.66
   Class R                               1,121,510       128,039          8.76
   Class Y                              54,931,540     6,160,977          8.92

SMALL CAP SELECT FUND
   Class A                             166,698,008    20,163,107          8.27
   Class B                               6,249,218       940,789          6.64
   Class C                              17,061,978     2,237,156          7.63
   Class R                              23,068,757     2,839,969          8.12
   Class Y                             289,685,068    32,403,745          8.94

                                                        SHARES        NET ASSET
                                       NET ASSETS    OUTSTANDING   VALUE PER SHARE
                                      ------------   -----------   ---------------
SMALL CAP VALUE FUND
   Class A                              28,344,003     3,490,546          8.12
   Class B                               2,964,228       420,202          7.05
   Class C                               2,372,481       328,770          7.22
   Class R                               2,158,900       269,773          8.00
   Class Y                             158,112,309    18,915,160          8.36

SMALL-MID CAP CORE FUND
   Class A                              12,847,424     1,834,425          7.00
   Class B                               2,512,320       417,812          6.01
   Class C                               3,067,864       468,002          6.56
   Class Y                              40,409,119     5,526,306          7.31

TAXATION

Each Fund intends to fulfill the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), to qualify as a regulated investment company. If so qualified, each Fund will not be liable for federal income taxes to the extent it distributes its taxable income to its shareholders.

With respect to Balanced Fund's investments in U.S. Treasury inflation protected securities and other inflation protected securities that accrue inflation into their principal value, the Fund will be required to treat as original issue discount any increase in the principal amount of the securities that occurs during the course of its taxable year. If the Fund purchases such inflation protected securities that are issued in stripped form either as stripped bonds or coupons, it will be treated as if it had purchased a newly issued debt instrument having original issue discount. Generally, the original issue discount equals the difference between the "stated redemption price at maturity" of the obligation and its "issue price" as those terms are defined in the Code. The Fund will be required to accrue as ordinary income a portion of such original issue discount even though it receives no cash currently as interest payment corresponding to the amount of the original issue discount. Because the Fund is required to distribute substantially all of its net investment income (including accrued original issue discount) in order to be taxed as a regulated investment company, it may be required to distribute an amount greater than the total cash income it actually receives. Accordingly, in order to make the required distributions, the Fund may be required to borrow or liquidate securities.

Some of the investment practices that may be employed by the Funds will be subject to special provisions that, among other things, may defer the use of certain losses of such Funds, affect the holding period of the securities held by the Funds and, particularly in the case of transactions in or with respect to foreign currencies, affect the character of the gains or losses realized. These provisions may also require the Funds 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 such Funds 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, a Fund may be required to borrow or liquidate securities. Each 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 investment companies.

When a Fund lends portfolio securities to a borrower as described above in "Lending of Portfolio Securities," payments in lieu of dividends made by the borrower to the Fund will not constitute "qualified dividends" taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. Such payments in lieu of dividends are taxable as ordinary income.

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 requirement that a regulated investment company derive at least 90% of gross income from investment securities.

Any loss on the sale or exchange of shares of a Fund generally will be disallowed to the extent that a shareholder acquires or contracts to acquire shares of the same 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.

For federal tax purposes, if a shareholder exchanges shares of a Fund for shares of any other FAIF Fund pursuant to the exchange privilege (see "Policies and Services -- Purchasing, Redeeming, and Exchanging Shares" in the Prospectus), such exchange will be considered a taxable sale of the shares being exchanged. Furthermore, if a shareholder of Class A, Class B 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 a 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 a 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 United States for more than 182 days during the taxable year. Each 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 United States or a political subdivision thereof, (iii) an estate whose income is includible in gross income for U.S. federal income tax purposes or (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.

ADDITIONAL INFORMATION ABOUT CERTAIN SHAREHOLDER SERVICES

REDUCING CLASS A SALES CHARGES

Sales charges on the purchase of Class A shares can be reduced through (i) quantity discounts and accumulated purchases, or (ii) signing a 13-month letter of intent.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES: Each Fund will combine purchases made by an investor, the investor's spouse or domestic partner, and the investor's dependent children when it calculates the sales charge.

For each 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, Class B and Class C shares of any other First American fund (other than a money market fund) that you are concurrently purchasing, plus (iii) the current net asset value of Class A, Class B and Class C shares of the Fund or any other First American fund (other than a money market fund) that you 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. If the purchase price of shares that the investor owns is higher than their current net asset value, the investor may receive credit for this higher purchase price instead, but only if the investor notifies the Fund of this request in advance in writing and provides written records of the original purchase price.

LETTER OF INTENT: If an investor intends to purchase, in the aggregate, at least $50,000 of Class A or Class C shares in the Funds, or 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 Fund's 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. Absent complete and current notification from the investor or from his or financial intermediary to the Fund, the investor may not realize the benefit of a reduced sales charge.

SALES OF CLASS A SHARES AT NET ASSET VALUE

General. The prospectuses for the Funds set forth the categories of investors eligible to purchase Class A shares without a sales charge.

Purchases of $1 Million or More. Class A shares may be purchased without a sales charge by non-retirement accounts if the purchase, when aggregated with certain Class A, B and C share purchases as described in the Funds' prospectuses, totals $1 million or more. Your investment professional or financial intermediary may receive a commission equal to 1.00% on purchases of $1 million to $3 million, 0.50% on purchases in excess of $3 million up to $10 million, and 0.25% on purchases in excess of $10 million. Note that your investment professional or financial intermediary will only receive a commission equal to the rate required by the actual investment (without taking into account aggregation). For example, if your aggregated investments, including your current investment, total $6 million, but your current investment equals $2 million, your investment professional or financial intermediary may receive a commission equal to 1.00% of $2 million. 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.

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 invest $1 million or more. Your representative must notify the Fund if your retirement/deferred compensation plan is eligible for the sales load waiver. Securities firms, financial institutions and other industry professionals that enter into sales agreements with the Funds' distributor to perform share distribution services may receive a commission on such sales of the Funds equal to 0.25% on purchases in excess of $10 million. If such a commission is paid, the plan will be assessed a contingent deferred sales charge (CDSC) of 0.25% if it sells the shares within 18 months. A commission is paid only on Class A shares of First American Funds.

CLASS A SHARES REINVESTMENT RIGHT

If Class A Shares of a 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 intermediary of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his or her shares of a Fund, there may be tax consequences.

REDEEMING SHARES BY TELEPHONE

A shareholder may redeem shares of a Fund, if he or she elects the privilege on the initial shareholder application, by calling his or her financial intermediary 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 intermediary (less the amount of any applicable contingent deferred sales charge). Redemption requests must be received by the financial intermediary by the time specified by the intermediary 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 Funds 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 intermediary has been authorized to accept redemption requests on behalf of the Funds. Pursuant to instructions received from the financial intermediary, redemptions will be made by check or by wire transfer. It is the financial intermediary's responsibility to transmit redemption requests promptly. Certain financial intermediaries are authorized to act as the Funds' agent for the purpose of accepting redemption requests, and the Funds 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 a Fund through a financial intermediary may redeem their shares by telephoning Investor Services at 800 677-FUND. 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 Funds determine it necessary to terminate or modify this method of redemption, shareholders will be promptly notified. The Funds may limit telephone redemption requests to an aggregate of $50,000 per day across the First American Fund family.

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 Funds will be responsible for any loss, liability, cost or expense for acting upon wire transfer instructions or telephone instructions that they reasonably believe to be genuine. The Administrator and the Funds 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 Funds may be liable for any losses due to unauthorized or fraudulent telephone transactions.

REDEEMING SHARES BY MAIL

Any shareholder may redeem Fund shares by sending a written request to the Administrator, shareholder servicing agent, financial intermediary or USBFS. 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 Funds do not accept signatures guaranteed by a notary public.

The Funds, the Administrator and USBFS have adopted standards for accepting signature from the above institutions. The Funds may elect in the future to limit eligible signature guarantees to institutions that are members of a

signature guarantee program. The Funds, the Administrator and USBFS reserve the right to amend these standards at any time without notice.

RECEIPT OF ORDERS BY FINANCIAL INTERMEDIARIES

The Funds have authorized one or more Intermediaries to receive purchase and redemption orders on the Funds' behalf. Intermediaries are authorized to designate other intermediaries to receive purchase and redemption orders on the Funds' behalf. A Fund will be deemed to have received a purchase or redemption order when an authorized Intermediary or, if applicable, an Intermediary's authorized designee, receives the order. An order will be priced at the applicable Fund's net asset value next computed after the order is received by an authorized Intermediary or the Intermediary's authorized designee and accepted by the Fund.

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 or USBFS is reasonably certain that the purchase payment has cleared, which could take up to fifteen calendar days from the purchase date.

RESEARCH REQUESTS

The Funds reserve the right, upon notice, to charge you a fee to cover the costs of special requests for information that require extensive research or employee resources. Such requests could include a request for historical account transcripts or the retrieval of a significant number of documents.

FINANCIAL STATEMENTS

The financial statements of FAIF included in its Annual Reports to shareholders of the Funds for the fiscal period ended October 31, 2008 are incorporated herein by reference.

APPENDIX A

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. Market 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 LONG-TERM CORPORATE DEBT OBLIGATIONS

STANDARD & POOR'S

AAA: An obligation rated AAA has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated AA differs from the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

A-1

C: A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.

D: An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

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.

MOODY'S

AAA: Bonds and preferred stock that 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: Bonds and preferred stock that 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 bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities, or fluctuation of protective elements may be of greater amplitude, or there may be other elements present which make the long-term risks appear somewhat greater than in Aaa securities.

A: Bonds and preferred stock that 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 some time in the future.

BAA: Bonds and preferred stock that are rated Baa are considered as medium-grade obligations (i.e., they are 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 speculative characteristics as well.

BA: Bonds and preferred stock that are rated Ba are judged to have speculative elements; their 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 the future. Uncertainty of position characterizes issues in this class.

B: Bonds and preferred stock that are rated B generally lack 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: Bonds and preferred stock that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

CA: Bonds and preferred stock that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds and preferred stock that are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

A-2

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

FITCH

AAA: Securities considered to be investment grade and of the highest credit quality. These ratings denote the lowest expectation of credit risk and are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Securities considered to be investment grade and of very high credit quality. These ratings denote a very low expectation of credit risk and indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: Securities considered to be investment grade and of high credit quality. These ratings denote a low expectation of credit risk and indicate strong capacity for timely payment of financial commitments. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB: Securities considered to be investment grade and of good credit quality. These ratings denote that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category.

BB: Securities considered to be speculative. These ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

B: Securities are considered highly speculative. These ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC AND C: Securities have high default risk. Default is a real possibility, and capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. CC ratings indicate that default of some kind appears probable, and C ratings signal imminent default.

DDD, DD AND D: Securities are in default. The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. DDD obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. DD indicates potential recoveries in the range of 50%-90%, and D the lowest recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or all of their obligations. Entities rated DDD have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated DD and D are generally undergoing a formal reorganization or liquidation process; those rated DD are likely to satisfy a higher portion of their outstanding obligations, while entities rated D have a poor prospect for repaying all obligations.

The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show the relative standing within the major rating categories.

A-3

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. None of the Funds will purchase commercial paper rated A-3 or lower.

A-1: A short-term obligation rated A-1 is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

MOODY'S

Moody's employs the following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers. None of the Funds will purchase Prime-3 commercial paper.

PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structure with moderate reliance on debt and ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

- Well-established access to a range of financial markets and assured sources of alternate liquidity.

PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt-protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

FITCH

Fitch employs the following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers. None of the Funds will purchase F3 commercial paper.

F1: Securities possess the highest credit quality. This designation indicates the strongest capacity for timely payment of financial commitments and may have an added "+" to denote any exceptionally strong credit feature.

A-4

F2: Securities possess good credit quality. This designation indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3: Securities possess fair credit quality. This designation indicates that the capacity for timely payments of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

A-5

APPENDIX B

FAF ADVISORS, INC.

PROXY VOTING POLICIES AND PROCEDURES

GENERAL PRINCIPLES

FAF Advisors, Inc. ("FAF Advisors") is the investment adviser for the First American family of mutual funds (the "Funds") and for institutional and other separately managed accounts (collectively, with the Funds, "Client Accounts"). As such, Client Accounts may confer upon FAF Advisors complete discretion to vote proxies. It is FAF Advisors' duty to vote proxies in the best interests of its clients. In voting proxies, FAF Advisors also seeks to maximize total investment return for its clients.

In the event that FAF Advisors contracts with another investment adviser to act as a sub-adviser for a Client Account, FAF Advisors may delegate proxy voting responsibility to the sub-adviser. Where FAF has delegated proxy voting responsibility, the sub-adviser will be responsible for developing and adhering to its own proxy voting policies. FAF Advisors will approve a sub-adviser's proxy voting policies, and will review these policies at least annually.

FAF Advisors' Investment Policy Committee ("IPC"), comprised of the firm's most senior investment professionals, is charged with oversight of the proxy voting policies and procedures. The IPC is responsible for (1) approving the proxy voting policies and procedures, and (2) oversight of the activities of FAF Advisors' Proxy Voting Administration Committee ("PVAC"). The PVAC is responsible for providing an administrative framework to facilitate and monitor FAF Advisors' exercise of its fiduciary duty to vote client proxies and fulfill the obligations of reporting and recordkeeping under the federal securities laws.

POLICIES

The IPC, after reviewing and concluding that such policies are reasonably designed to vote proxies in the best interests of clients, has approved and adopted the proxy voting policies of RiskMetrics Group ("RMG"), a leading national provider of proxy voting administrative and research services. As a result, such policies set forth FAF Advisors' positions on recurring proxy issues and criteria for addressing non-recurring issues. These policies are reviewed periodically by RMG, and therefore are subject to change. Even though it has adopted RMG's policies, FAF Advisors maintains the fiduciary responsibility for all proxy voting decisions.

PROCEDURES

A. Supervision of Proxy Voting Service

The PVAC shall supervise the relationship with FAF Advisors' proxy voting service, RMG. RMG apprises FAF Advisors of shareholder meeting dates, provides research on proxy proposals and voting recommendations, and casts the actual proxy votes. RMG also serves as FAF Advisors' proxy voting record keeper and generates reports on how proxies were voted.

B. Conflicts of Interest

As an affiliate of U.S. Bancorp, a large multi-service financial institution, FAF Advisors recognizes that there are circumstances wherein it may have a perceived or real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients or potential clients of some part of the U.S. Bancorp enterprise. Directors and officers of such companies may have personal or familial relationships with the U.S. Bancorp enterprise and/or its employees that could give rise to potential conflicts of interest.

FAF Advisors will vote proxies in the best interest of its clients regardless of such real or perceived conflicts of interest. By adopting RMG's policies, FAF Advisors believes the risk related to conflicts will be minimized.

B-1

To further minimize this risk, the IPC will review RMG's conflict avoidance policy at least annually to ensure that it adequately addresses both the actual and perceived conflicts of interest the proxy voting service may face.

In the event that RMG faces a material conflict of interest with respect to a specific vote, the PVAC shall direct RMG how to vote. The PVAC shall receive voting direction from the Head of Equity Research, who will seek voting direction from appropriate investment personnel. Before doing so, however, the PVAC will confirm that FAF Advisors faces no material conflicts of its own with respect to the specific proxy vote.

If the PVAC concludes that a material conflict does exist, it will recommend to the IPC a course of action designed to address the conflict. Such actions could include, but are not limited to:

1. Obtaining instructions from the affected client(s) on how to vote the proxy;

2. Disclosing the conflict to the affected client(s) and seeking their consent to permit FAF Advisors to vote the proxy;

3. Voting in proportion to the other shareholders;

4. Recusing an IPC member from all discussion or consideration of the matter, if the material conflict is due to such person's actual or potential conflict of interest; or

5. Following the recommendation of a different independent third party.

In addition to all of the above, members of the IPC and the PVAC must notify FAF Advisors' Chief Compliance Officer of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the U.S. Bancorp enterprise or First American Fund complex with regard to how FAF Advisors should vote proxies. The Chief Compliance Officer will investigate the allegations and will report the findings to FAF Advisors' Chief Executive Officer and the General Counsel. If it is determined that improper influence was attempted, appropriate action shall be taken. Such appropriate action may include disciplinary action, notification of the appropriate senior managers within the U.S. Bancorp enterprise, or notification of the appropriate regulatory authorities. In all cases, the IPC shall not consider any improper influence in determining how to vote proxies, and will vote in the best interests of clients.

C. Proxy Vote Override

From time to time, a Portfolio Manager may initiate action to override the RMG recommendation for a particular vote. Any such override shall be reviewed by FAF Advisors' Legal Department for material conflicts. If the Legal Department determines that no material conflicts exist, the approval of one investment professional on the IPC or the Head of Equity Research shall authorize the override. If a material conflict exists then the override will not be effectuated.

D. Securities Lending

In order to generate incremental revenue, some clients may participate in U.S. Bank's securities lending program. If a client has elected to participate in the lending program then it will not have the right to vote the proxies of any securities that are on loan as of the shareholder meeting record date. A client, or a Portfolio Manager, may place restrictions on loaning securities and/or recall a security on loan at any time. Such actions must be affected prior to the record date for a meeting if the purpose for the restriction or recall is to secure the vote.

Portfolio Managers and/or Analysts who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers they follow, will consider the desirability of recalling the affected securities that are on loan or restricting the affected securities prior to the record date for the matter. If the proxy issue is determined to be material, and the determination is made prior to the shareholder meeting record date the Portfolio Manager(s) will contact the Securities Lending Department to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it is in the best interest of shareholders to do so. Training regarding the process to recall securities on loan or restrict the loaning of securities is given to all Portfolio Managers and Analysts.

B-2

E. Proxy Voting for ERISA Clients

In the event that a proxy voting issue arises for an ERISA client, FAF Advisors is prohibited from voting shares with respect to any issue advanced by a party in interest, such as U.S. Bancorp or any of the First American Funds.

F. Proxy Voting Records

As required by Rule 204-2 of the Investment Company Act of 1940, FAF Advisors shall make and retain five types of records relating to proxy voting; (1) proxy voting policies and procedures; (2) proxy statements received for client and fund securities; (3) records of votes cast on behalf of clients and funds; (4) records of written requests for proxy voting information and written responses from the advisor to either a written or oral request; and (5) any documents prepared by the advisor that were material to making a proxy voting decision or that memorialized the basis for the decision. FAF Advisors may rely on RMG to make and retain on our behalf records pertaining to the rule.

Each sub-advisor shall be responsible for making and retaining all proxy voting records required by the rule and shall provide them to FAF Advisors upon request.

G. Fund of Funds Provision

In instances where FAF Advisors provides investment advice to a fund of funds that acquires shares of affiliated funds or three percent or more of the outstanding voting securities of an unaffiliated fund, the acquiring fund shall seek instructions from its shareholders as to how to vote shares of those acquired funds, or to vote the shares in the same proportion as the vote of all other shareholders of the acquired fund. If compliance with this policy results in a vote of any shares in a manner different than the RMG recommendation, such vote will not require compliance with the Proxy Vote Override procedures set forth above.

H. Review and Reports

The PVAC shall maintain a review schedule. The schedule shall include reviews for the proxy voting policy, the proxy voting record, account maintenance, and other reviews as deemed appropriate by the PVAC. The PVAC shall review the schedule at least annually.

The PVAC will report to the IPC with respect to all identified conflicts and how they were addressed. These reports will include all Client Accounts, including those that are sub-advised. With respect to the review of votes cast on behalf of investments by the Funds, such review will also be reported to the Board of Directors of the Funds at each of their regularly scheduled meetings.

I. Vote Disclosure to Shareholders

FAF Advisors shall disclose its proxy voting record on the Funds' website at www.firstamericanfunds.com and/or on the SEC's website at www.sec.gov. Additionally, shareholders can receive, on request, the voting records for the Funds by calling a toll free number (1-800-677-3863).

FAF Advisors' institutional and separately managed account clients can contact their relationship manager for more information on FAF Advisors' policies and the proxy voting record for their account. The information available includes name of issuer, ticker/CUSIP, shareholder meeting date, description of item and FAF Advisors' vote.

J. Form N-PX

FAF Advisors will cause Form N-PX to be filed with the Securities and Exchange Commission, and ensure that any other proxy vote related filings as required by regulation or contract are timely made.

B-3

RMG PROXY VOTING GUIDELINES SUMMARY

The following is a concise summary of RMG's proxy voting policy guidelines.

1. AUDITORS

AUDITOR RATIFICATION

Vote FOR proposals to ratify auditors, unless any of the following apply:

- An auditor has a financial interest in or association with the company, and is therefore not independent,

- There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company's financial position; or

- Fees for non-audit services ("Other" fees) are excessive.

2. BOARD OF DIRECTORS

VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS

Vote CASE-BY-CASE on director nominees, examining, but not limited to, the following factors:

- Composition of the board and key board committees;

- Attendance at board and committee meetings;

- Corporate governance provisions and takeover activity;

- Disclosures under Section 404 of Sarbanes-Oxley Act;

- Long-term company performance relative to a market and peer index;

- Extent of the director's investment in the company;

- Existence of related party transactions;

- Whether the chairman is also serving as CEO;

- Whether a retired CEO sits on the board;

- Number of outside boards at which a director serves;

- Majority vote standard for director elections without a provision to allow for plurality voting when there are more nominees than seats.

WITHHOLD from individual directors who:

- Attend less than 75 percent of the board and committee meetings without a valid excuse (such as illness, service to the nation, work on behalf of the company);

- Sit on more than six public company boards;

- Are CEOs of public companies who sit on the boards of more than two public companies besides their own--withhold only at their outside boards.

WITHHOLD from the entire board of directors, (except from new nominees, who should be considered on a CASE-BY-CASE basis) if:

- The company's proxy indicates that not all directors attended 75% of the aggregate of their board and committee meetings, but fails to provide the required disclosure of the names of the directors involved. If this information cannot be obtained, withhold from all incumbent directors;

- The company's poison pill has a dead-hand or modified dead-hand feature. Withhold every year until this feature is removed;

- The board adopts or renews a poison pill without shareholder approval since the beginning of 2005, does not commit to putting it to shareholder vote within 12 months of adoption, or reneges on a commitment to put the pill to a vote, and has not yet received a withhold recommendation for this issue;

- The board failed to act on a shareholder proposal that received approval by a majority of the shares outstanding the previous year;

- The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years;

- The board failed to act on takeover offers where the majority of the shareholders tendered their shares;

B-4

- At the previous board election, any director received more than 50 percent withhold votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold rate;

- The company is a Russell 3000 company that underperformed its industry group (GICS group) under the criteria discussed in the section "Performance Test for Directors".

WITHHOLD from Inside Directors and Affiliated Outside Directors (per the Classification of Directors below) when:

- The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;

- The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;

- The company lacks a formal nominating committee, even if board attests that the independent directors fulfill the functions of such a committee;

- The full board is less than majority independent.

WITHHOLD from the members of the Audit Committee if:

- The non - audit fees paid to the auditor are excessive (see discussion under Auditor Ratification);

- A material weakness identified in the Section 404 Sarbanes-Oxley Act disclosures rises to a level of serious concern; there are chronic internal control issues and an absence of established effective control mechanisms;

- There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

WITHHOLD from the members of the Compensation Committee if:

- There is a negative correlation between the chief executive's pay and company performance (see discussion under Equity Compensation Plans);

- The company reprices underwater options for stock, cash or other consideration without prior shareholder approval, even if allowed in their equity plan;

- The company fails to submit one-time transfers of stock options to a shareholder vote;

- The company fails to fulfill the terms of a burn rate commitment they made to shareholders;

- The company has backdated options (see "Options Backdating" policy);

- The company has poor compensation practices (see "Poor Pay Practices" policy). Poor pay practices may warrant withholding votes from the CEO and potentially the entire board as well.

WITHHOLD from directors, individually or the entire board, for egregious actions or failure to replace management as appropriate.

CLASSIFICATION/DECLASSIFICATION OF THE BOARD

Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal classified boards, and to elect all directors annually.

INDEPENDENT CHAIR (SEPARATE CHAIR/CEO)

Generally vote FOR shareholder proposals requiring an independent director fill the position of chair, unless there are compelling reasons to recommend against the proposal, such as a counterbalancing governance structure. This should include all of the following:

- Has a designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties. (The role may alternatively reside with a presiding director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to qualify as a lead director.) At a minimum these should include:

- Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors,

- Serving as liaison between the chairman and the independent directors,

- Approving information sent to the board,

B-5

- Approving meeting agendas for the board,

- Approves meetings schedules to assure that there is sufficient time for discussion of all agenda items,

- Having the authority to call meetings of the independent directors,

- If requested by major shareholders, ensuring that he is available for consultation and direct communication;

- Two-thirds independent board;

- All-independent key committees;

- Established governance guidelines;

- The company does not under-perform its peers*.

* Starting in 2007, the industry peer group used for this evaluation will change from the 4-digit GICS group to the average of the 12 companies in the same 6-digit GICS group that are closest in revenue to the company, and identified on the executive compensation page of proxy analyses. To fail, the company must under-perform its index and industry group on all 4 measures (1 and 3 year performance, industry peers, and index).

MAJORITY VOTE SHAREHOLDER PROPOSALS

Generally vote FOR precatory and binding resolutions requesting that the board change the company's bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats. Companies are strongly encouraged to also adopt a post-election policy (also know as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

3. PROXY CONTESTS

VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS

Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:

- Long-term financial performance of the target company relative to its industry;

- Management's track record;

- Background to the proxy contest;

- Qualifications of director nominees (both slates);

- Strategic plan of dissident slate and quality of critique against management;

- Likelihood that the proposed goals and objectives can be achieved (both slates);

- Stock ownership positions.

REIMBURSING PROXY SOLICITATION EXPENSES

Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy solicitation expenses associated with the election.

4. TAKEOVER DEFENSES

POISON PILLS

Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:

- Shareholders have approved the adoption of the plan; or

- The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e. the "fiduciary out" provision). A poison pill adopted under this fiduciary out

B-6

will be put to a shareholder ratification vote within twelve months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.

Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of less than one year after adoption. If the company has no non-shareholder approved poison pill in place and has adopted a policy with the provisions outlined above, vote AGAINST the proposal. If these conditions are not met, vote FOR the proposal, but with the caveat that a vote within twelve months would be considered sufficient.

Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:

- No lower than a 20% trigger, flip-in or flip-over;

- A term of no more than three years;

- No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;

- Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, ten percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

SUPERMAJORITY VOTE REQUIREMENTS

Vote AGAINST proposals to require a supermajority shareholder vote.

Vote FOR proposals to lower supermajority vote requirements.

5. MERGERS AND CORPORATE RESTRUCTURINGS

For mergers and acquisitions, review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

- Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.

- Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

- Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

- Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.

- Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "RMG Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.

- Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

B-7

6. STATE OF INCORPORATION

REINCORPORATION PROPOSALS

Vote CASE-BY-CASE on proposals to change a company's state of incorporation, taking into consideration both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, comparative economic benefits, and a comparison of the jurisdictional laws. Vote FOR re-incorporation when the economic factors outweigh any neutral or negative governance changes.

7. CAPITAL STRUCTURE

COMMON STOCK AUTHORIZATION

Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance using a model developed by RMG. Vote FOR proposals to approve increases beyond the allowable increase when a company's shares are in danger of being de-listed or if a company's ability to continue to operate as a going concern is uncertain.

In addition, for capital requests that are less than or equal to 300 percent of the current authorized shares and marginally fail the calculated allowable cap (i.e., exceed the allowable cap by no more than 5 percent) vote on a CASE-BY-CASE basis. In this situation, vote FOR the increase based on the company's performance, and whether the company's ongoing use of shares has shown prudence.

ISSUE STOCK FOR USE WITH RIGHTS PLAN

Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill).

PREFERRED STOCK

Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights ("blank check" preferred stock). Vote FOR proposals to create "de-clawed" blank check preferred stock (stock that cannot be used as a takeover defense). Vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable. Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose. Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company's industry and performance in terms of shareholder returns.

8. EXECUTIVE AND DIRECTOR COMPENSATION

POOR PAY PRACTICES

WITHHOLD from compensation committee members, CEO, and potentially the entire board, if the company has poor compensation practices, such as:

- Egregious employment contracts (e.g., those containing multi-year guarantees for bonuses and grants);

- Excessive perks that dominate compensation (e.g., tax gross-ups for personal use of corporate aircraft);

- Huge bonus payouts without justifiable performance linkage or proper disclosure;

- Performance metrics that are changed (e.g., canceled or replaced during the performance period without adequate explanation of the action and the link to performance);

- Egregious pension/SERP (supplemental executive retirement plan) payouts (e.g., the inclusion of additional years of service not worked or inclusion of performance-based equity awards in the pension calculation);

- New CEO awarded an overly generous new hire package (e.g., including excessive "make whole" provisions or any of the poor pay practices listed in this policy);

- Excessive severance provisions (e.g., including excessive change in control payments);

- Change in control payouts without loss of job or substantial diminution of job duties;

B-8

- Internal pay disparity;

- Options backdating (covered in a separate policy); and

EQUITY COMPENSATION PLANS

Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity plan if any of the following factors apply:

- The total cost of the company's equity plans is unreasonable;

- The plan expressly permits the repricing of stock options without prior shareholder approval;

- There is a disconnect between CEO pay and the company's performance;

- The company's three year burn rate exceeds the greater of 2% and the mean plus 1 standard deviation of its industry group; or

- The plan is a vehicle for poor pay practices.

DIRECTOR COMPENSATION

Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the cost of the plans against the company's allowable cap.

On occasion, director stock plans that set aside a relatively small number of shares when combined with employee or executive stock compensation plans exceed the allowable cap. Vote for the plan if ALL of the following qualitative factors in the board's compensation are met and disclosed in the proxy statement:

- Director stock ownership guidelines with a minimum of three times the annual cash retainer.

- Vesting schedule or mandatory holding/deferral period:

- A minimum vesting of three years for stock options or restricted stock; or

- Deferred stock payable at the end of a three-year deferral period.

- Mix between cash and equity:

- A balanced mix of cash and equity, for example 40% cash/60% equity or 50% cash/50% equity; or

- If the mix is heavier on the equity component, the vesting schedule or deferral period should be more stringent, with the lesser of five years or the term of directorship.

- No retirement/benefits and perquisites provided to non-employee directors; and

- Detailed disclosure provided on cash and equity compensation delivered to each non-employee director for the most recent fiscal year in a table. The column headers for the table may include the following:
name of each non-employee director, annual retainer, board meeting fees, committee retainer, committee-meeting fees, and equity grants.

EMPLOYEE STOCK PURCHASE PLANS--QUALIFIED PLANS

Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR employee stock purchase plans where all of the following apply:

- Purchase price is at least 85% of fair market value;

- Offering period is 27 months or less; and

- The number of shares allocated to the plan is ten percent or less of the outstanding shares.

EMPLOYEE STOCK PURCHASE PLANS--NON-QUALIFIED PLANS

Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR nonqualified employee stock purchase plans with all the following features:

- Broad-based participation (i.e., all employees of the company with the exclusion of individuals with 5% or more of beneficial ownership of the company);

- Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary;

- Company matching contribution up to 25% of employee's contribution, which is effectively a discount of 20% from market value;

- No discount on the stock price on the date of purchase, since there is a company matching contribution.

B-9

OPTIONS BACKDATING

In cases where a company has practiced options backdating, WITHHOLD on a CASE-BY-CASE basis from the members of the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. WITHHOLD from the compensation committee members who oversaw the questionable options grant practices or from current compensation committee members who fail to respond to the issue proactively, depending on several factors, including, but not limited to:

- Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

- Length of time of options backdating;

- Size of restatement due to options backdating;

- Corrective actions taken by the board or compensation committee, such as canceling or repricing backdated options, or recouping option gains on backdated grants;

- Adoption of a grant policy that prohibits backdating, and creation of a fixed grant schedule or window period for equity grants going forward.

SEVERANCE AGREEMENTS FOR EXECUTIVES/GOLDEN PARACHUTES

Vote FOR shareholder proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.

Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following:

- The triggering mechanism should be beyond the control of management;

- The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation) during the five years prior to the year in which the change of control occurs;

- Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure.

9. CORPORATE RESPONSIBILITY

ANIMAL RIGHTS

Generally vote AGAINST proposals to phase out the use of animals in product testing unless:

- The company is conducting animal testing programs that are unnecessary or not required by regulation;

- The company is conducting animal testing when suitable alternatives are accepted and used at peer firms;

- The company has been the subject of recent, significant controversy related to its testing programs.

DRUG PRICING AND RE-IMPORTATION

Generally vote AGAINST proposals requesting that companies implement specific price restraints on pharmaceutical products, unless the company fails to adhere to legislative guidelines or industry norms in its product pricing. Vote CASE-BY-CASE on proposals requesting that the company evaluate their product pricing considering:

- The existing level of disclosure on pricing policies;

- Deviation from established industry pricing norms;

- The company's existing initiatives to provide its products to needy consumers;

- Whether the proposal focuses on specific products or geographic regions.

Generally vote FOR proposals requesting that companies report on the financial and legal impact of their policies regarding prescription drug re-importation unless such information is already publicly disclosed. Generally vote AGAINST proposals requesting that companies adopt specific policies to encourage or constrain prescription drug re-importation.

B-10

GENETICALLY MODIFIED FOODS

Vote AGAINST proposals asking companies to voluntarily label genetically engineered (GE) ingredients in their products, or alternatively to provide interim labeling and eventually eliminate GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE ingredients.

TOBACCO

Most tobacco-related proposals (such as on second-hand smoke, advertising to youth, and spin-offs of tobacco-related business) should be evaluated on a CASE-BY-CASE basis.

TOXIC CHEMICALS

Generally vote FOR resolutions requesting that a company discloses its policies related to toxic chemicals. Vote CASE-BY-CASE on resolutions requesting that companies evaluate and disclose the potential financial and legal risks associated with utilizing certain chemicals.

Generally vote AGAINST resolutions requiring that a company reformulate its products within a certain timeframe, unless such actions are required by law in specific markets.

ARCTIC NATIONAL WILDLIFE REFUGE

Generally vote AGAINST request for reports outlining potential environmental damage from drilling in the Arctic National Wildlife Refuge (ANWR) unless:

- New legislation is adopted allowing development and drilling in the ANWR region;

- The company intends to pursue operations in the ANWR; and

- The company has not disclosed an environmental risk report for its ANWR operations.

CONCENTRATED AREA FEEDING OPERATIONS (CAFOS)

Vote FOR resolutions requesting that companies report to shareholders on the risks and liabilities associated with CAFOs, unless:

- The company has publicly disclosed guidelines for its corporate and contract farming operations, including compliance monitoring; or

- The company does not directly source from CAFOs.

GLOBAL WARMING AND KYOTO PROTOCOL COMPLIANCE

Generally vote FOR proposals requesting a report on greenhouse gas emissions from company operations and/or products unless this information is already publicly disclosed or such factors are not integral to the company's line of business. Generally vote AGAINST proposals that call for reduction in greenhouse gas emissions by specified amounts or within a restrictive time frame unless the company lags industry standards and has been the subject of recent, significant fines or litigation resulting from greenhouse gas emissions.

Generally vote FOR resolutions requesting that companies outline their preparations to comply with standards established by Kyoto Protocol signatory markets unless:

- The company does not maintain operations in Kyoto signatory markets;

- The company already evaluates and substantially discloses such information; or,

- Greenhouse gas emissions do not significantly impact the company's core businesses.

POLITICAL CONTRIBUTIONS

Vote CASE-BY-CASE on proposals to improve the disclosure of a company's political contributions considering: recent significant controversy or litigation related to the company's political contributions or governmental affairs; and the public availability of a policy on political contributions. Vote AGAINST proposals barring the company from making political contributions.

B-11

LINK EXECUTIVE COMPENSATION TO SOCIAL PERFORMANCE

Vote CASE-BY-CASE on proposals to review ways of linking executive compensation to social factors, such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, predatory lending, and executive/employee pay disparities.

OUTSOURCING/OFF-SHORING

Vote CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing, considering: the risks associated with certain international markets; the utility of such a report to shareholders; the existence of a publicly available code of corporate conduct that applies to international operations.

COUNTRY-SPECIFIC HUMAN RIGHTS REPORTS

Vote CASE-BY-CASE on requests for reports detailing the company's operations in a particular country and on proposals to implement certain human rights standards at company facilities or those of its suppliers and to commit to outside, independent monitoring.

10. MUTUAL FUND PROXIES

ELECTION OF DIRECTORS

Vote CASE-BY-CASE on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee.

CONVERTING CLOSED-END FUND TO OPEN-END FUND

Vote CASE-BY-CASE on conversion proposals, considering the following factors:

- Past performance as a closed-end fund;

- Market in which the fund invests;

- Measures taken by the board to address the discount; and

- Past shareholder activism, board activity, and votes on related proposals.

ESTABLISH DIRECTOR OWNERSHIP REQUIREMENT

Generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

REIMBURSE SHAREHOLDER FOR EXPENSES INCURRED

Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote FOR the reimbursement of the proxy solicitation expenses.

B-12

ALTRINSIC GLOBAL ADVISORS, LLC

PROXY VOTING POLICY AND PROCEDURES

Adopted 11/1/04

Amended 1/1/07; 9/28/07; 12/13/07; 10/1/08

I. STATEMENT OF POLICY

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Altrinsic has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies. Certain clients may retain proxy voting authority and in those circumstances Altrinsic has no proxy responsibilities,

II. PROXY VOTING PROCEDURES

All proxies received by Altrinsic will be sent to the Compliance Officer. The Compliance Officer will:

- Keep a record or able to readily access a report from the electronic filing of each proxy received;

- Forward the proxy to the Director of Investments or his designee;

- Determine which accounts managed by Altrinsic hold the security to which the proxy relates;

- Provide the Director of Investments or his designee with a list of accounts that hold the security, together with the number of votes each account controls (reconciling any duplications), and the date by which Altrinsic must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place.

- Absent material conflicts (see Section IV below), the Director of Investments or his designee, will determine how Altrinsic should vote the proxy. The Director of Investments or his designee will send its decision on how Altrinsic will vote a proxy to the Compliance Officer. The Compliance Officer, or designee, is responsible for voting the proxy either by mail or electronically in a timely and appropriate manner.

- Altrinsic or its clients may retain a third party to assist it in coordinating and voting proxies with respect to client securities. If so, the Compliance Officer, or designee, will monitor the third party to assure that all proxies are being properly voted and appropriate records are being retained.

III. VOTING GUIDELINES

In the absence of specific voting guidelines from the client, Altrinsic will vote proxies in the best interests of each particular client. Each proposal will be evaluated separately.

Altrinsic believes that voting proxies in accordance with the following guidelines is in the best interests of its clients.

- Generally, Altrinsic will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock.

- Generally, Altrinsic will vote against proposals that make it more difficult to replace members of the issuer's board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting.

B-13

For other proposals, Altrinsic shall determine on a case-by-case basis, whether a proposal is in the best interests of its clients and may take into account the following factors, among others:

- whether the proposal was recommended by management and Altrinsic's opinion of management;

- the effect on shareholder value;

- the issuer's business practices;

- whether the proposal acts to entrench existing management; and

- whether the proposal fairly compensates management for past and future performance.

IV. CONFLICTS OF INTEREST

The Compliance Officer will identify any conflicts that exist between the interests of Altrinsic and its clients. This examination will include a review of the relationship of Altrinsic and its affiliates with the issuer of each security and any of the issuer's affiliates to determine if the issuer is a client of Altrinsic or an affiliate of Altrinsic or has some other relationship with Altrinsic or a client of Altrinsic.

If a material conflict exists, Altrinsic will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client including clients that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). If Altrinsic determines that a material conflict exists and that voting in accordance with the voting guidelines and factors described above is not in the best interests of the client, Altrinsic will make the appropriate disclosures to clients and either request that the client vote the proxy(s) or abstain from voting.

V. DISCLOSURE

Altrinsic will disclose in its Form ADV Part II that clients may contact the Compliance Officer in order to obtain information on how Altrinsic voted such client's proxies, and to request a copy of these policies and procedures. If a client requests this information, the Compliance Officer will prepare a written response to the client that lists, with respect to each voted proxy about which the client has inquired, (a) the name of the issuer; (b) the proposal voted upon, and (c) how Altrinsic voted the client's proxy.

A concise summary of this Proxy Voting Policy and Procedures will be included in Altrinsic's Form ADV Part II, and will be updated whenever these policies and procedures are updated. The Compliance Officer will offer a copy of this summary to be sent to all existing clients either as a separate mailing or along with a periodic account statement or other correspondence sent to clients.

VI. RECORDKEEPING

The Compliance Officer will maintain files relating to Altrinsic's proxy voting policy, procedures and voting decisions in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Altrinsic. Records of the following will be included in the files:

- Copies of this proxy voting policy and procedures, and any amendments thereto.

- A copy of each proxy statement that Altrinsic receives, provided however that Altrinsic may rely on obtaining a copy of proxy statements from the SEC's EDGAR system for those proxy statements that are so available.(1)

(1) Altrinsic may choose instead to have a third party retain a copy of proxy statements (provided that third party undertakes to provide a copy of the proxy statements promptly upon request).

B-14

- A record of each vote that Altrinsic casts.(2)

- A copy of any materials used in making proxy voting decisions or the basis for a proxy decision

- A copy of Altrinsic's review and resolution of any proxy voting conflicts

- A copy of each written client request for information on how Altrinsic voted such client's proxies, and a copy of any written response to any (written or oral) client request for information on how Altrinsic voted its proxies.

(2) Altrinsic may also rely on a third party to retain a copy of the votes cast (provided that the third party undertakes to provide a copy of the record promptly upon request).

B-15

HANSBERGER GLOBAL INVESTORS, INC.

PROXY VOTING POLICY AND PROCEDURES

PROXY VOTING POLICY

Hansberger Global Investors, Inc. ("HGI") generally is responsible for voting proxies with respect to securities held in client accounts, including clients that are pension plans ("plans") subject to the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This document sets forth HGI's policy with respect to proxy voting and its procedures to comply with SEC Rule 206(4)-6 under the U.S. Investment Advisers Act of 1940, as amended. Specifically, Rule 206(4)-6 requires that we:

- Adopt and implement written policies and procedures reasonably designed to ensure that we vote client securities in the best interest of clients;

- Disclose to clients how they may obtain information from us about how we voted proxies for their securities; and

- Describe our proxy voting policies and procedures to clients and furnish them a copy of our policies and procedures on request.

A. OBJECTIVE

Where HGI is given responsibility for voting proxies, we must take reasonable steps under the circumstances to ensure that proxies are received and voted in the best interest of our clients, which generally means voting proxies with a view to enhancing the value of the shares of stock held in client accounts.

The financial interest of our clients is the primary consideration in determining how proxies should be voted. In the case of social and political responsibility issues that in our view do not primarily involve financial considerations, it is not possible to represent fairly the diverse views of our clients and, thus, unless a client has provided other instructions, HGI generally votes in accordance with the recommendations of Institutional Shareholder Services, Inc. ("ISS") (see discussion below) on these issues, although, on occasion HGI abstains from voting on these issues.

When making proxy-voting decisions, HGI generally adheres to its Proxy Voting Guidelines (the "Guidelines"), as revised from time to time by HGI.(1) The Guidelines, which have been developed with reference to the positions of ISS, set forth HGI's positions on recurring issues and criteria for addressing non-recurring issues and incorporates many of ISS's standard operating policies.

B. ACCOUNTS FOR WHICH HGI HAS PROXY VOTING RESPONSIBILITY

HGI generally is responsible for voting proxies with respect to securities selected by HGI and held in client accounts. HGI's form Investment Advisory Agreement provides clients with an alternative as to whether the client or HGI will be responsible for proxy voting. However, HGI does not vote proxies for securities not selected by HGI but that are nevertheless held in a client account or where HGI otherwise is not vested with discretionary authority over securities held in a client account.

Although clients may reserve to themselves or assign to another person proxy voting responsibility, certain formalities must be observed in the case of ERISA plans. Where authority to manage ERISA plan assets has been delegated to HGI, this delegation automatically includes responsibility to vote proxies unless the named fiduciary that appointed HGI has expressly reserved to itself or another named fiduciary proxy voting responsibility. To be effective, a reservation of proxy voting responsibility for a given ERISA plan should:

- be in writing;

- state that HGI is "precluded" from voting proxies because proxy voting responsibility is reserved to an identified named fiduciary; and

- be consistent with the plan's documents (which should provide for procedures for allocating fiduciary responsibilities among named fiduciaries).

B-16

C. ADHERENCE TO CLIENT PROXY VOTING POLICIES

Although clients do not always have proxy-voting policies, if a client has such a policy and instructs HGI to follow it, HGI is required to comply with it except in any instance in which doing so would be contrary to the economic interests of the client or otherwise imprudent or unlawful. In the case of ERISA plans, HGI, as a fiduciary, is required to discharge its duties in accordance with the documents governing the plan (insofar as they are consistent with ERISA). These documents include statements of proxy voting policy.

HGI must, to the extent possible, comply with each client's proxy voting policy. If such policies conflict, HGI may vote proxies to reflect each policy in proportion to the respective client's interest in any pooled account, for example (unless in the particular situation voting in such a manner would be imprudent or otherwise inconsistent with applicable law).

D. ARRANGEMENT WITH ISS

HGI presently uses ISS to assist in voting proxies. ISS is a premier proxy research, advisory, voting and vote-reporting service that specializes in global proxy voting. ISS's primary function with respect to HGI is to apprise HGI of shareholder meeting dates of all securities holdings, translate proxy materials received from companies, provide associated research and provide considerations and recommendations for voting on particular proxy proposals.

Although we may consider ISS's and others' recommendations on proxy issues, HGI bears ultimate responsibility for proxy voting decisions. For ERISA plans for which HGI votes proxies, HGI is not relieved of its fiduciary responsibility by following directions of ISS or the ERISA plans' named fiduciaries or by delegating proxy voting responsibility to another person.

E. CONFLICTS

From time to time, proxy voting proposals may raise conflicts between the interests of HGI's clients and the interests of HGI and its employees. HGI MUST TAKE CERTAIN STEPS DESIGNED TO ENSURE, AND MUST BE ABLE TO DEMONSTRATE THAT THOSE STEPS RESULTED IN, A DECISION TO VOTE THE PROXIES THAT WAS BASED ON THE CLIENTS' BEST INTEREST AND WAS NOT THE PRODUCT OF THE CONFLICT. For example, conflicts of interest may arise when:

- Proxy votes regarding non-routine matters are solicited by an issuer that has an institutional separate account relationship with HGI;(2)

- A proponent of a proxy proposal has a business relationship with HGI;

- HGI has business relationships with participants in proxy contests, corporate directors or director candidates;

HGI's Proxy Voting Committee is primarily responsible for monitoring and resolving possible material conflicts with respect to proxy voting. Any portfolio manager or research analyst with knowledge of a personal conflict of interest relating to a particular matter shall disclose that conflict to the Chief Compliance Officer and may be required to recuse him or herself from the proxy voting process. Issues raising possible conflicts of interest are referred to the Proxy Voting Committee for resolution. Application of the Guidelines or voting in accordance with the ISS vote recommendation should, in most cases, adequately address any possible conflicts of interest.

F. SPECIAL ISSUES WITH VOTING FOREIGN PROXIES

Although HGI has arrangements with ISS, voting proxies with respect to shares of foreign stocks may involve significantly greater effort and corresponding cost due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Logistical problems in voting foreign proxies include the following:

- Each country has its own rules and practices regarding shareholder notification, voting restrictions, registration conditions and share blocking.

- To vote shares in some countries, the shares may be "blocked" by the custodian or depository (or bearer shares deposited with a specified financial institution) for a specified number of days (usually five or fewer but sometimes longer) before or after the shareholder meeting. When blocked, shares typically may not be traded until the day after the blocking period. HGI may refrain from voting shares of foreign stocks subject to blocking restrictions where, in HGI's judgment, the benefit from voting the shares is outweighed by the interest of maintaining client

B-17

liquidity in the shares. This decision generally is made on a case-by-case basis based on relevant factors, including the length of the blocking period, the significance of the holding, and whether the stock is considered a long-term holding.

- Often it is difficult to ascertain the date of a shareholder meeting because certain countries, such as France, do not require companies to publish announcements in any official stock exchange publication.

- Time frames between shareholder notification, distribution of proxy materials, book-closure and the actual meeting date may be too short to allow timely action.

- Language barriers will generally mean that an English translation of proxy information must be obtained or commissioned before the relevant shareholder meeting.

- Some companies and/or jurisdictions require that, in order to be eligible to vote, the shares of the beneficial holders be registered in the company's share registry.

- Lack of a "proxy voting service" by custodians in certain countries.

Because the cost of voting on a particular proxy proposal could exceed the expected benefit to a client (including an ERISA plan), HGI may weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision on whether voting a given proxy proposal is prudent.

G. REPORTS

HGI's Form ADV, Part II sets forth how clients may obtain information from HGI about how we voted proxies with respect to their securities. If requested, HGI provides clients with periodic reports on HGI's proxy voting decisions and actions for securities in their accounts, in such forms or intervals as the clients reasonably request. In the case of ERISA plans, the named fiduciary that appointed HGI is required to monitor periodically HGI's activities, including our decisions and actions with regard to proxy voting. Accordingly, HGI provides these named fiduciaries on request with reports to enable them to monitor HGI's proxy voting decisions and actions, including our adherence (as applicable) to their proxy voting policies.

H. OPERATIONAL PROCEDURES

HGI's Investment Operations Group is responsible for administering the proxy voting process as set forth in these procedures. The Proxy Administrator in the Investment Operations Group works with ISS, the proxy voting service, and is responsible for ensuring that meeting notices are reviewed and proxy matters are communicated to the portfolio managers or research analysts for consideration and voting recommendations. The Proxy Administrator is also responsible for fielding questions regarding a proxy vote from ISS, and soliciting feedback from the portfolio managers and, or research analysts covering the company.

The Proxy Administrator will process proxies of a routine nature in accordance with HGI's Proxy Voting Guidelines when the vote recommendation from ISS and company management are in agreement on how the proposal should be voted. A response or feedback from the portfolio manager or research analyst covering the company will be solicited in writing by the Proxy Administrator when proposals are not covered by the Guidelines, ISS recommends a vote contrary to company management, or the Guidelines are unclear on how a proxy should be voted. Responses from portfolio managers and research analysts are required to be in writing and are maintained by the Proxy Administrator. The Proxy Administrator is responsible for the actual submission of the proxies in a timely fashion.

A portfolio manager or research analyst may submit a proxy recommendation to the Proxy Administrator for processing contrary to the Guidelines or ISS vote recommendation if he or she determines that it is in the best interest of clients. Portfolio managers or research analysts who submit voting recommendations inconsistent with the Guidelines or ISS vote recommendations are required to document the rationale for their recommendation. The Proxy Voting Committee will review the recommendation in order to determine whether the portfolio manager's or research analyst's voting rationale appears reasonable and in the best interests of clients. If the Proxy Voting Committee does not agree that the portfolio manager's or research analyst's rationale is reasonable and in the best interests of clients, the Proxy Voting Committee will vote the proxy and document the reason(s) for its decision. The Proxy Administrator is responsible for maintaining the documentation provided by portfolio managers, research analysts, and the Proxy Voting Committee, and assuring that it adequately reflects the basis for any recommendation or vote that is cast in opposition to the Guidelines or ISS vote recommendation.

B-18

I. SECURITIES SUBJECT TO LENDING ARRANGEMENTS

For various legal or administrative reasons, HGI, customarily and typically does not, and is often unable to vote securities that are, at the time of such vote, on loan pursuant to a client's securities lending arrangement with the client's custodian. HGI will refrain from voting such securities where the costs to the client and/or administrative inconvenience of retrieving securities then on loan outweighs the benefit of voting, assuming retrieval under such circumstances is even feasible and/or possible. In certain extraordinary situations, HGI may seek to have securities then on loan pursuant to such securities lending arrangements retrieved by the clients' custodians for voting purposes. This decision will generally be made on a case-by-case basis depending on whether, in HGI's judgment, the matter to be voted on has critical significance to the potential value of the securities in question, the relative cost and/or administrative inconvenience of retrieving the securities, the significance of the holding and whether the stock is considered a long-term holding. There can be no guarantee that any such securities can be retrieved for such purpose.

(1) The Policy and Procedures are described generally in our Form ADV, Part II and are made available to clients on request.

(2) For this purpose, HGI generally will consider as "non-routine" any matter listed in New York Stock Exchange Rule 452.11, relating to when a member firm may not vote a proxy without instructions from its customer (for example, contested matters are deemed non-routine).

B-19

HANSBERGER GLOBAL INVESTORS, INC.
PROXY VOTING GUIDELINES

GENERAL GUIDELINES

The proxy voting guidelines below summarize HGI's position on various issues of concern to investors and give a general indication of how portfolio securities held in client accounts will be voted on proposals dealing with particular issues. The guidelines are not exhaustive and do not include all potential voting issues. In addition, because proxy voting issues and circumstances of individual companies are so varied, there may be instances when HGI may not vote in strict adherence to these guidelines as outlined below. The following guidelines are grouped according to the types of proposals generally presented to shareholders.

(i) Board of Directors Issues

HGI will generally vote for all Board of Directors nominees unless certain actions by the Directors warrant votes to be withheld. These instances include Directors who:

- Attend less than 75% of the board and committee meetings unexcused;

- Ignore a shareholders' proposal that is approved by a majority of the votes cast for two (2) consecutive years;

- Have failed to act on takeover offers where the majority of the shareholders have tendered their shares;

- Are inside directors and sit on the audit, compensation or nomination committees; and

- Enacted egregious corporate governance policies.

All other items are voted on a case-by-case basis with the exception of the following, which HGI will generally oppose:

- Proposals to limit the tenure of outside directors;

- Proposals to impose mandatory retirement ages for outside directors; and

- Proposals requiring directors to own a minimum amount of company stock in order to qualify as director or remain on the board.

(ii) Auditors

HGI will generally vote for proposals to ratify auditors, unless:

- An auditor has a financial interest in or association with the company, and is therefore not independent; or

- There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company's financial position.

(iii) Executive and Director Compensation

HGI will generally support executive compensation plans that motivate participants to focus on long-term shareholder value and returns, encourage employee stock ownership, and more closely align employee interests with those of shareholders. HGI will also support resolutions regarding director's fees. In general, HGI will determine votes for the following on a case-by-case basis:

- Stock-based incentive plans;

- Performance-based stock option proposals;

- Stock plans in lieu of cash;

- Proposals to ratify or cancel executive severance agreements; and

- Management proposals seeking approval to re-price options.

HGI will generally vote for:

- Employee stock purchase plans where the purchase price is at least 85 percent of fair market value, offering period is 27 months or less, and potential voting power dilution is ten percent or less;

B-20

- Proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares);

- Proposals to implement a 401(k) savings plan for employees;

- Proposals seeking additional disclosure of executive and director pay information, provided that the information is relevant to shareholders' needs, would not put the company at a disadvantage, and is not unduly burdensome; and

- Proposals to expense stock options.

HGI will generally vote against:

- Retirement plans for non-employee directors;

- Shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or forms of compensation; and

- Shareholder proposals requiring director fees to be paid in stock only.

(iv) Takeover/Tender Offer Defenses

Anti-takeover proposals are analyzed on a case-by-case basis. However, since investors customarily, in our view, suffer a diminution of power as a result of the adoption of such proposals, they are generally opposed by HGI unless structured in such a way that they give shareholders the ultimate decision on any proposal or offer. Specifically, HGI will under normal circumstances oppose:

- Dual class exchange offers and dual class recapitalizations (unequal voting rights);

- Proposals to require a supermajority shareholder vote to approve charter and bylaw amendments;

- Proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations; and

- Fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

HGI will generally vote in favor of the following issues:

- Proposals to adopt anti-greenmail charter by-law amendments or to otherwise restrict a company's ability to make greenmail payments; and

- Proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

(v) Capital Structure and Shareholder Rights

This category consists of broad issues concerning capital structure and shareholder rights. These types of issues generally call for revisions to the corporate by- laws, which will impact shareholder ownership rights. All items are reviewed and voted on a case-by-case basis; however, HGI endeavors to balance the ownership rights of shareholders and their best interests with providing management of each corporation the greatest operational latitude.

(vi) Social and Political Responsibility Issues

In the case of social and political responsibility issues that in HGI's view do not primarily involve financial considerations, it is not possible to represent fairly the diverse views of HGI's clients. Unless a client has given us other instructions, HGI generally votes in accordance with the recommendations of Institutional Shareholder Services, Inc. ("ISS") on these social and political issues, although HGI sometimes abstains from voting on these issues.

B-21

PROXY VOTING POLICY OF
LAZARD ASSET MANAGEMENT LLC
AND
LAZARD ASSET MANAGEMENT (CANADA), INC.

A. INTRODUCTION

Lazard Asset Management LLC and Lazard Asset Management (Canada), Inc. (together, "Lazard") provide investment management services for client accounts, including proxy voting services. As a fiduciary, Lazard is obligated to vote proxies in the best interests of its clients. Lazard has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with clients' best interests, and within the framework of this Proxy Voting Policy (the "Policy"). Lazard has adopted this Policy in order to satisfy its fiduciary obligation and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.

Lazard manages assets for a variety of clients, including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. To the extent that proxy voting authority is delegated to Lazard, Lazard's general policy is to vote proxies on a given issue the same for all of its clients. This Policy is based on the view that Lazard, in its role as investment adviser, must vote proxies based on what it believes will maximize shareholder value as a long-term investor, and the votes that it casts on behalf of all its clients are intended to accomplish that objective. This Policy recognizes that there may be times when meeting agendas or proposals may create the appearance of a material conflict of interest for Lazard. When such a conflict may appear, Lazard will seek to alleviate the potential conflict by voting consistent with pre-approved guidelines or, in situations where the pre-approved guideline is to vote case-by-case, with the recommendation of an independent source. More information on how Lazard handles conflicts is provided in Section F of this Policy.

B. RESPONSIBILITY TO VOTE PROXIES

Generally, Lazard is willing to accept delegation from its clients to vote proxies. Lazard does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to Lazard, however, and Lazard will not vote proxies, or provide advice to clients on how to vote proxies, in the absence of a specific delegation of authority or an obligation under applicable law. For example, securities that are held in an investment advisory account for which Lazard exercises no investment discretion, are not voted by Lazard, nor are shares that a client has authorized their custodian bank to use in a stock loan program which passes voting rights to the party with possession of the shares.

As discussed more fully in Section G of this Policy, there may be times when Lazard determines that it would be in the best interests of its clients to abstain from voting proxies.

C. GENERAL ADMINISTRATION

1. OVERVIEW

Lazard's proxy voting process is administered by its Proxy Operations Department ("ProxyOps"), which reports to Lazard's Chief Operations Officer. Oversight of the process is provided by Lazard's Legal and Compliance Department and by a Proxy Committee currently consisting of Managing Directors, portfolio managers and other investment personnel of Lazard. The Proxy Committee meets at least semi-annually to review this Policy and consider changes to it, as well as specific proxy voting guidelines (the "Approved Guidelines"), which are discussed below. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of ProxyOps, any member of the Proxy Committee, or Lazard's General Counsel or Chief Compliance Officer. A representative of Lazard's Legal and Compliance Department must be present at all Proxy Committee meetings.

B-22

2. ROLE OF THIRD PARTIES

To assist it in its proxy-voting responsibilities, Lazard currently subscribes to several research and other proxy-related services offered by Institutional Shareholder Services, Inc. ("ISS"), one of the world's largest providers of proxy-voting services. ISS provides Lazard with its independent analysis and recommendation regarding virtually every proxy proposal that Lazard votes on behalf of its clients, with respect to both U.S. and non-U.S. securities.

ISS provides other proxy-related administrative services to Lazard. ISS receives on Lazard's behalf all proxy information sent by custodians that hold securities of Lazard's clients. ISS posts all relevant information regarding the proxy on its password-protected website for Lazard to review, including meeting dates, all agendas and ISS' analysis. ProxyOps reviews this information on a daily basis and regularly communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis. ISS also provides Lazard with vote execution, recordkeeping and reporting support services.

3. VOTING PROCESS

Lazard's Proxy Committee has approved specific proxy voting guidelines regarding various common proxy proposals (the "Approved Guidelines"). As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or against the proposal, or that the proposal should be considered on a case-by-case basis.

Where the Approved Guideline for a particular type of proxy proposal is to vote on a case-by case basis, Lazard believes that input from a portfolio manager or research analysts with knowledge of the issuer and its securities (collectively, "Portfolio Management") is essential. Portfolio Management is, in Lazard's view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issuer's shares. Consequently, the Manager of ProxyOps seeks Portfolio Management's recommendation on how to vote all such proposals. Similarly, with respect to certain Lazard strategies, as discussed more fully in Sections F and G below, the Manager of ProxyOps will consult with Portfolio Management to determine when it would be appropriate to abstain from voting.

In seeking Portfolio Management's recommendation, the Manager of ProxyOps provides ISS' recommendation and analysis. Portfolio Management provides the Manager of ProxyOps with its recommendation and the reasons behind it. ProxyOps will generally vote as recommended by Portfolio Management, subject to certain strategy- specific situations or situations where there may appear to be a material conflict of interest, in which case an alternative approach may be followed. (See Sections F and G below.) Depending on the facts surrounding a particular case-by-case proposal, or Portfolio Management's recommendation on a case-by-case proposal, the Manager of ProxyOps may consult with Lazard's Chief Compliance Officer or General Counsel, and may seek the final approval of the Proxy Committee regarding Portfolio Management's recommendation. If necessary, and in cases where there is a possibility of a split vote among Portfolio Management teams as described in Section G.1. below, a meeting of the Proxy Committee will be convened to discuss the proposal and reach a final decision on Lazard's vote.

Subject to certain strategy-specific situations, ProxyOps generally votes all routine proposals (described below) according to the Approved Guidelines. For non-routine proposals where the Approved Guideline is to vote for or against, ProxyOps will provide Portfolio Management with both the Approved Guideline, as well as ISS' recommendation and analysis. Unless Portfolio Management disagrees with the Approved Guideline for the specific proposal, ProxyOps will generally vote the proposal according to the Approved Guideline. If Portfolio Management disagrees, however, it will provide its reason for doing so. All the relevant information will be provided to the Proxy Committee members for a final determination of such non-routine items. It is expected that the final vote will be cast according to the Approved Guideline, absent a compelling reason for not doing so, and subject to situations where there may be the appearance of a material conflict of interest or certain strategy-specific situations, in which case an alternative approach may be followed. (See Sections F and G, below.)

D. SPECIFIC PROXY ITEMS

Shareholders receive proxies involving many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in a company's name. Others are more complicated, such as

B-23

items regarding corporate governance and shareholder rights, changes to capital structure, stock option plans and other executive compensation issues, mergers and other significant transactions and social or political issues. Following are the Approved Guidelines for a significant proportion of the proxy proposals on which Lazard regularly votes. Of course, other proposals may be presented from time to time. Those proposals will be discussed with the Proxy Committee to determine how they should be voted and, if it is anticipated that they may re-occur, to adopt an Approved Guideline.

Certain strategy-specific considerations may result in Lazard voting proxies other than according to Approved Guidelines, not voting shares at all, issuing standing instructions to ISS on how to vote certain proxy matters or other differences from how Lazard votes or handles its proxy voting. These considerations are discussed in more detail in Section G, below.

1. ROUTINE ITEMS

Lazard generally votes routine items as recommended by the issuer's management and board of directors, and against any shareholder proposals regarding those routine matters, based on the view that management is in a better position to evaluate the need for them. Lazard considers routine items to be those that do not change the structure, charter, bylaws, or operations of an issuer in any way that is material to shareholder value. Routine items generally include:

- routine election or re-election of directors;

- appointment or election of auditors, in the absence of any controversy or conflict regarding the auditors;

- issues relating to the timing or conduct of annual meetings; and

- name changes.

2. CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS MATTERS

Many proposals address issues related to corporate governance and shareholder rights. These items often relate to a board of directors and its committees, anti-takeover measures, and the conduct of the company's shareholder meetings.

A. BOARD OF DIRECTORS AND ITS COMMITTEES

Lazard votes in favor of provisions that it believes will increase the effectiveness of an issuer's board of directors. Lazard believes that in most instances, a board and the issuer's management are in the best position to make the determination how to best increase a board's effectiveness. Lazard does not believe that establishing burdensome requirements regarding a board will achieve this objective. Lazard has Approved Guidelines to vote:

- FOR the establishment of an independent nominating committee, audit committee or compensation committee of a board of directors;

- FOR a requirement that a substantial majority (e.g. 2/3) of a US or UK company's directors be independent;

- ON A CASE-BY-CASE BASIS regarding the election of directors where the board does not have independent "key committees" or sufficient independence;

- FOR proposals that a board's committees be comprised solely of independent directors or consist of a majority of independent directors;

B-24

- FOR proposals to limit directors' liability; broaden indemnification of directors; and approve indemnification agreements for officers and directors, unless doing so would affect shareholder interests in a specific pending or threatened litigation; or for indemnification due to negligence in these cases voting is ON A CASE-BY-CASE BASIS;

- FOR proposals seeking to de-classify a board and AGAINST proposals seeking to classify a board;

- ON A CASE-BY-CASE BASIS on all proposals relating to cumulative voting;

- AGAINST shareholder proposals, absent a demonstrable need, proposing the establishment of additional committees; and ON A CASE-BY-CASE BASIS regarding the establishment of shareholder advisory committees.

- AGAINST shareholder proposals seeking union or special-interest representation on the board;

- AGAINST shareholder proposals seeking to establish term limits or age limits for directors;

- ON A CASE-BY-CASE BASIS on shareholder proposals seeking to require that the issuer's chairman and chief executive officer be different individuals;

- AGAINST shareholder proposals seeking to establish director stock-ownership requirements; and

- AGAINST shareholder proposals seeking to change the size of a board, requiring women or minorities to serve on a board, or requiring two candidates for each board seat.

B. ANTI-TAKEOVER MEASURES

Certain proposals are intended to deter outside parties from taking control of a company. Such proposals could entrench management and adversely affect shareholder rights and the value of the company's shares. Consequently, Lazard has adopted Approved Guidelines to vote:

- AGAINST proposals to adopt supermajority vote requirements, or increase vote requirements, for mergers or for the removal of directors;

- ON A CASE-BY-CASE BASIS regarding shareholder rights plans (also known as "poison pill plans") and FOR proposals seeking to require all poison pill plans be submitted to shareholder vote;

- AGAINST proposals seeking to adopt fair price provisions and FOR proposals seeking to rescind them;

- AGAINST "blank check" preferred stock; and

- ON A CASE-BY-CASE BASIS regarding other provisions seeking to amend a company's by-laws or charter regarding anti-takeover provisions.

C. CONDUCT OF SHAREHOLDER MEETINGS

Lazard generally opposes any effort by management to restrict or limit shareholder participation in shareholder meetings, and is in favor of efforts to enhance shareholder participation. Lazard has therefore adopted Approved Guidelines to vote:

- AGAINST proposals to adjourn meetings;

- AGAINST proposals seeking to eliminate or restrict shareholders' right to call a special meeting;

B-25

- FOR proposals providing for confidential voting;

- AGAINST efforts to eliminate or restrict right of shareholders to act by written consent;

- AGAINST proposals to adopt supermajority vote requirements, or increase vote requirements, and

- ON A CASE-BY-CASE BASIS on changes to quorum requirements.

3. CHANGES TO CAPITAL STRUCTURE

Lazard receives many proxies that include proposals relating to a company's capital structure. These proposals vary greatly, as each one is unique to the circumstances of the company involved, as well as the general economic and market conditions existing at the time of the proposal. A board and management may have many legitimate business reasons in seeking to effect changes to the issuer's capital structure, including raising additional capital for appropriate business reasons, cash flow and market conditions. Lazard generally believes that these decisions are best left to management, absent apparent reasons why they should not be. Consequently, Lazard has adopted Approved Guidelines to vote:

- FOR management proposals to increase or decrease authorized common or preferred stock (unless it is believed that doing so is intended to serve as an anti-takeover measure);

- FOR stock splits and reverse stock splits;

- ON A CASE-BY-CASE BASIS on matters affecting shareholder rights, such as amending votes-per-share;

- ON A CASE-BY-CASE BASIS on management proposals to issue a new class of common or preferred shares;

- FOR management proposals to adopt or amend dividend reinvestment plans;

- AGAINST changes in capital structure designed to be used in poison pill plans; and

- ON A CASE-BY-CASE BASIS on proposals seeking to approve or amend stock ownership limitations or transfer restrictions.

4. STOCK OPTION PLANS AND OTHER EXECUTIVE COMPENSATION ISSUES

Lazard supports efforts by companies to adopt compensation and incentive programs to attract and retain the highest caliber management possible, and to align the interests of a board, management and employees with those of shareholders. Lazard favors programs intended to reward management and employees for positive, long-term performance. However, Lazard will evaluate whether it believes, under the circumstances, that the level of compensation is appropriate or excessive. Lazard has Approved Guidelines to vote:

- ON A CASE-BY-CASE BASIS regarding all stock option plans;

- AGAINST restricted stock plans that do not involve any performance criteria;

- FOR employee stock purchase plans;

- ON A CASE-BY-CASE BASIS for stock appreciation rights plans;

- FOR deferred compensation plans;

- AGAINST proposals to approve executive loans to exercise options;

B-26

- AGAINST proposals to re-price underwater options;

- ON A CASE-BY-CASE BASIS regarding shareholder proposals to eliminate or restrict severance agreements, and FOR proposals to submit severance agreements to shareholders for approval; and AGAINST proposals to limit executive compensation or to require executive compensation to be submitted for shareholder approval, unless, with respect to the latter submitting compensation plans for shareholder approval is required by local law or practice.

5. MERGERS AND OTHER SIGNIFICANT TRANSACTIONS

Shareholders are asked to consider a number of different types of significant transactions, including mergers, acquisitions, sales of all or substantially all of a company's assets, reorganizations involving business combinations and liquidations. Each of these transactions is unique. Therefore, Lazard's Approved Guideline is to vote on each of these transactions ON A CASE-BY-CASE BASIS.

6. SOCIAL AND POLITICAL ISSUES

Proposals involving social and political issues take many forms and cover a wide array of issues. Some examples are: adoption of principles to limit or eliminate certain business activities, or limit or eliminate business activities in certain countries; adoption of certain conservation efforts; reporting of charitable contributions or political contributions or activities; or the adoption of certain principles regarding employment practices or discrimination policies. These items are often presented by shareholders and are often opposed by the company's management and its board of directors.

Lazard generally supports the notion that corporations should be expected to act as good citizens, but, as noted above, is obligated to vote on social and political proposals in a way that it believes will most increase shareholder value. As a result, Lazard has adopted Approved Guidelines to vote ON A CASE-BY-CASE BASIS for most social and political issue proposals. Lazard will generally vote FOR the approval of anti-discrimination policies.

E. VOTING NON-U.S. SECURITIES

Lazard invests in non-U.S. securities on behalf of many clients. Laws and regulations regarding shareholder rights and voting procedures differ dramatically across the world. In certain countries, the requirements or restrictions imposed before proxies may be voted may outweigh any benefit that could be realized by voting the proxies involved. For example, certain countries restrict a shareholder's ability to sell shares for a certain period of time if the shareholder votes proxies at a meeting (a practice known as "share blocking"). In other instances, the costs of voting a proxy (i.e., by being required to send a representative to the meeting) may simply outweigh any benefit to the client if the proxy is voted. Generally, the Manager of ProxyOps will consult with Portfolio Management to determine whether they believe it is in the interest of the clients to vote the proxies. In these instances, the Proxy Committee will have the authority to decide that it is in the best interest of its clients not to vote the proxies.

There may be other instances where Portfolio Management may wish to refrain from voting proxies (See Section G.1. below). Due to the nature of the strategy, a decision to refrain from voting proxies for securities held by the Korea Corporate Governance strategy managed by Lazard ("KCG"), certain Japanese securities or emerging market securities will generally be determined by Portfolio Management. (See Section G.1. below.)

F. CONFLICTS OF INTEREST

1. OVERVIEW

Lazard is required to vote proxies in the best interests of its clients. It is essential, therefore, that material conflicts of interest or the appearance of a material conflict be avoided.

B-27

Potential conflicts of interest are inherent in Lazard's organizational structure and in the nature of its business. Following are examples of situations that could present a conflict of interest or the appearance of a conflict of interest:

- Lazard Freres & Co. LLC ("LF&Co."), Lazard's parent and a registered broker-dealer, or an investment banking affiliate has a relationship with a company the shares of which are held in accounts of Lazard clients, and has provided services to the company with respect to an upcoming significant proxy proposal (i.e., a merger or other significant transaction);

- Lazard serves as an investment adviser for a company the management of which supports a particular proposal, and shares of the company are held in accounts of Lazard clients;

- Lazard serves as an investment adviser for the pension plan of an organization that sponsors a proposal; or

- A Lazard employee who would otherwise be involved in the decision-making process regarding a particular proposal has a material relationship with the issuer or owns shares of the issuer.

2. GENERAL POLICY AND CONSEQUENCES OF VIOLATIONS

All proxies must be voted in the best interest of each Lazard client, without any consideration of the interests of any other Lazard client (unrelated to the economic effect of the proposal being voted on share price), Lazard, LF&Co. or any of their Managing Directors, officers, employees or affiliates. ProxyOps is responsible for all proxy voting in accordance with this Policy after consulting with the appropriate member or members of Portfolio Management, the Proxy Committee and/or the Legal and Compliance Department. No other officers or employees of Lazard, LF&Co. or their affiliates may influence or attempt to influence the vote on any proposal. Doing so will be a violation of this Policy. Any communication between an officer or employee of LF&Co. and an officer or employee of Lazard trying to influence how a proposal should be voted is prohibited, and is a violation of this Policy. Violations of this Policy could result in disciplinary action, including letter of censure, fine or suspension, or termination of employment. Any such conduct may also violate state and Federal securities and other laws, as well as Lazard's client agreements, which could result in severe civil and criminal penalties being imposed, including the violator being prohibited from ever working for any organization engaged in a securities business. Every officer and employee of Lazard who participates in any way in the decision-making process regarding proxy voting is responsible for considering whether they have a conflicting interest or the appearance of a conflicting interest on any proposal. A conflict could arise, for example, if an officer or employee has a family member who is an officer of the issuer or owns securities of the issuer. If an officer or employee believes such a conflict exists or may appear to exist, he or she should notify the Chief Compliance Officer immediately and, unless determined otherwise, should not continue to participate in the decision-making process.

3. MONITORING FOR CONFLICTS AND VOTING WHEN A MATERIAL CONFLICT EXISTS

Lazard monitors for potential conflicts of interest when it is possible that a conflict could be viewed as influencing the outcome of the voting decision. Consequently, the steps that Lazard takes to monitor conflicts, and voting proposals when the appearance of a material conflict exists, differ depending on whether the Approved Guideline for the specific item is to vote for or against, or is to vote on a case-by-case basis.

A. WHERE APPROVED GUIDELINE IS FOR OR AGAINST

Most proposals on which Lazard votes have an Approved Guideline to vote for or against. Generally, unless Portfolio Management disagrees with the Approved Guideline for a specific proposal, ProxyOps votes according to the Approved Guideline. It is therefore necessary to consider whether an apparent conflict of interest exists where Portfolio Management disagrees with the Approved Guideline. When that happens, the Manager of ProxyOps will use its best efforts to determine whether a conflict of interest or potential conflict of interest exists by inquiring whether the company itself, or the sponsor of the proposal is a Lazard client. If either is a Lazard client, the Manager of Proxy Ops will notify Lazard's Chief Compliance Officer, who will determine whether an actual or potential conflict exists.

B-28

If it appears that a conflict of interest exists, the Manager of ProxyOps will notify the Proxy Committee, who will review the facts surrounding the conflict and determine whether the conflict is material. Whether a conflict is "material" will depend on the facts and circumstances involved. For purposes of this Policy, the appearance of a material conflict is one that the Proxy Committee determines could be expected by a reasonable person in similar circumstances to influence or potentially influence the voting decision on the particular proposal involved.

If the Proxy Committee determines that there is no material conflict, the proxy will be voted as outlined in this Policy. If the Proxy Committee determines that a material conflict appears to exist, then the proposal will be voted according to the Approved Guideline.

B. WHERE APPROVED GUIDELINE IS CASE-BY-CASE

In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazard's policy is to vote the proxy item according to the recommendation of an independent source, currently ISS. The Manager of ProxyOps will use his best efforts to determine whether a conflict of interest or a potential conflict of interest may exist by inquiring whether the sponsor of the proposal is a Lazard client. If the sponsor is a Lazard client, the Manager of Proxy Ops will notify Lazard's Chief Compliance Officer, who will determine whether some other conflict or potential conflict exists.

If it appears that a conflict of interest exists, the Manager of ProxyOps will notify the Proxy Committee, who will review the facts surrounding the conflict and determine whether the conflict is material. There is a presumption that certain circumstances will give rise to a material conflict of interest or the appearance of such material conflict, such as LF&Co. having provided services to a company with respect to an upcoming significant proxy proposal (i.e., a merger or other significant transaction). If the Proxy Committee determines that there is no material conflict, the proxy will be voted as outlined in this Policy. If the Proxy Committee determines that a material conflict appears to exist, then the proposal will generally be voted according to the recommendation of ISS, however, before doing so, ProxyOps will obtain a written representation from ISS that it is not in a position of conflict with respect to the proxy, which could exist if ISS receives compensation from the proxy issuer on corporate governance issues in addition to the advice it provides Lazard on proxies. If ISS is in a conflicting position or if the recommendations of the two services offered by ISS, the Proxy Advisor Service and the Proxy Voter Service, are not the same, Lazard will obtain a recommendation from a third independent source that provides proxy voting advisory services, and will defer to the majority recommendation. If a recommendation for a third independent source is not available and ISS is not in a conflicting position, Lazard will follow the recommendation of ISS' Proxy Advisor Service. In addition, in the event of a conflict that arises in connection with a proposal for a Lazard mutual fund, Lazard will either follow the procedures described above or vote shares for or against the proposal in proportion to shares voted by other shareholders.

G. OTHER MATTERS

1. ISSUES RELATING TO MANAGEMENT OF SPECIFIC LAZARD STRATEGIES

Due to the nature of certain strategies managed by Lazard, specifically its emerging markets and KCG strategies, there may be times when Lazard believes that it may not be in the best interests of its clients to vote in accordance with the Approved Guidelines, or to vote proxies at all. In certain markets, the fact that Lazard is voting proxies may become public information, and, given the nature of those markets, may impact the price of the securities involved. With respect to the KCG strategy, Lazard may simply require more time to fully understand and address a situation prior to determining what would be in the best interests of shareholders. In these cases ProxyOps will look to Portfolio Management to provide guidance on proxy voting rather than vote in accordance with the Approved Guidelines.

Additionally, particularly with respect to certain Japanese securities, Lazard may not receive notice of a shareholder meeting in time to vote proxies for, or may simply be prevented from voting proxies in connection with, a particular meeting. Due to the compressed time frame for notification of shareholder meetings and Lazard's obligation to vote proxies on behalf of its clients, Lazard may issue standing instructions to ISS on how to vote on certain matters.

B-29

Different strategies managed by Lazard may hold the same securities. However, due to the differences between the strategies and their related investment objectives (e.g., the KCG strategy and an emerging-markets strategy), one Portfolio Management team may desire to vote differently than the other, or one team may desire to abstain from voting proxies while the other may desire to vote proxies. In this event, Lazard would generally defer to the recommendation of the KCG team to determine what action would be in the best interests of its clients. However, under unusual circumstances, the votes may be split between the two teams. In such event, a meeting of the Proxy Committee will be held to determine whether it would be appropriate to split the votes.

2. STOCK LENDING

As noted in Section B above, Lazard does not vote proxies for securities that a client has authorized their custodian bank to use in a stock loan program, which passes voting rights to the party with possession of the shares. Under certain circumstances, Lazard may determine to recall loaned stocks in order to vote the proxies associated with those securities. For example, if Lazard determines that the entity in possession of the stock has borrowed the stock solely to be able to obtain control over the issuer of the stock by voting proxies, Lazard may determine to recall the stock and vote the proxies itself. However, it is expected that this will be done only in exceptional circumstances. In such event, Portfolio Management will make this determination and ProxyOps will vote the proxies in accordance with the Approved Guidelines.

H. REVIEW OF POLICY

The Proxy Committee will review this Policy at least semi-annually to consider whether any changes should be made to it or to any of the Approved Guidelines. Questions or concerns regarding the Policy should be raised with Lazard's General Counsel or Chief Compliance Officer.

B-30

FIRST AMERICAN INVESTMENT FUNDS, INC.

PART C - OTHER INFORMATION

ITEM 23. EXHIBITS

(a)(1) Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit (1) to Post-Effective Amendment No. 21, Filed on May 15, 1995 (File Nos. 033-16905, 811-05309)).

(a)(2) Articles Supplementary, designating new series and new share classes (Incorporated by reference to Exhibit (1) to Post-Effective Amendment No. 36, Filed on April 15, 1998 (File Nos. 033-16905, 811-05309)).

(a)(3) Articles Supplementary, designating new series and new share classes (Incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No. 54, Filed on June 27, 2001 (File Nos. 033-16905, 811-05309)).

(a)(4) Articles Supplementary, designating new series (Incorporated by reference to Exhibit (a)(3) to Post-Effective Amendment No. 61, Filed on April 30, 2002 (File Nos. 033-16905, 811-05309)).

(a)(5) Articles Supplementary designating new series (Incorporated by reference to Exhibit (a)(4) to Post-Effective Amendment No. 65, Filed on October 24, 2002 (File Nos. 033-16905, 811-05309)).

(a)(6) Articles Supplementary designating new series (Incorporated by reference to Exhibit (a)(5) to Post-Effective Amendment No. 66, Filed on January 28, 2003 (File Nos. 033-16905, 811-05309)).

(a)(7) Articles Supplementary decreasing authorizations of specified classes and series and decreasing total authorized shares (Incorporated by reference to Exhibit (a)(6) to Post-Effective Amendment No. 70, filed on June 30, 2004 (File nos. 033-16905, 811-05309)).

(a)(8) Articles Supplementary designating new series (Incorporated by reference to Exhibit (a)(7) to Post-Effective Amendment No. 72, filed on September 24, 2004 (File Nos. 033-16905, 811-05309)).

(a)(9) Articles Supplementary designating new series (Incorporated by reference to Exhibit (a)(9) to Post-Effective Amendment No. 84, filed on December 20, 2006 (File Nos. 033-16905, 811-05309)).

(a)(10) Articles Supplementary designating new series (Incorporated by reference to Exhibit (a)(10) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(a)(11) Articles Supplementary designating new series (Incorporated by reference to Exhibit (a)(11) to Post-Effective Amendment No. 90, filed on December 17, 2007 (File Nos. 033-16905, 811-05309)).

(a)(12) Articles Supplementary designating new share classes (Incorporated by reference to Exhibit (a)(12) to Post-Effective Amendment No. 93, filed on October 28, 2008 (File Nos. 033-16905, 811-05309)).

(a)(13) Articles of Amendment filed January 9, 2009.*

(b) Bylaws, as amended (Incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 93, filed on October 28, 2008 (File Nos. 033-16905, 811-05309)).

(d)(1) Investment Advisory Agreement dated April 2, 1991, between the Registrant and First Bank National Association (Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 73, Filed on December 2, 2004 (File Nos. 033-16905, 811-05309)).

(d)(2) Assignment and Assumption Agreement dated May 2, 2001, relating to assignment of Investment Advisory Agreement to U.S. Bancorp Piper Jaffray Asset Management, Inc. (Incorporated by reference to Exhibit
(d)(3) to Post-Effective Amendment No. 73, Filed on December 2, 2004 (File Nos. 033-16905, 811-05309)).

(d)(3) Amendment to Investment Advisory Agreement dated May 3, 2007, relating to authority to appoint a sub-advisor to any series of the Registrant (Incorporated by reference to Exhibit (d)(3) to Post-Effective Amendment No. 86, filed on May 17, 2007 (File Nos. 033-16905, 811-05309)).

(d)(4) Exhibit A to Investment Advisory Agreement, effective January 20, 2009.*

(d)(5) Expense Limitation Agreement between Registrant and FAF Advisors, Inc., dated February 27, 2009, effective through February 28, 2010, with respect to certain Equity Funds.*

(d)(6) Expense Limitation and Fee Reimbursement Agreement between Registrant and FAF Advisors, Inc., dated October 28, 2008, effective through October 31, 2009, with respect to certain Bond Funds (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 93, filed on October 28, 2008 (File Nos. 033-16905, 811-05309)).

(d)(7) Sub-Advisory Agreement dated November 27, 2006, by and between FAF Advisors, Inc. and Altrinsic Global Advisors, LLC with respect to International Select Fund (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 84, filed on December 20, 2006 (File Nos. 033-16905, 811-05309)).

(d)(8) Letter of Agreement dated March 28, 2007, by and between FAF Advisors and Altrinsic Global Advisors, LLC with respect to International Select Fund (Incorporated by reference to Exhibit (d)(11) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(d)(9) Amendment to Sub-Advisory Agreement dated May 3, 2007, by and between FAF Advisors, Inc. and Altrinsic Global Advisors, LLC with respect to International Select Fund (Incorporated by reference to Exhibit (d)(12) to Post Effective Amendment No. 86, filed on May 17, 2007 (File Nos. 033-16905, 811-05309)).

(d)(10) Amendment to Sub-Advisory Agreement dated November 3, 2008, by and between FAF Advisors, Inc. and Altrinsic Global Advisors, LLC with respect to International Fund.*

(d)(11) Sub-Advisory Agreement dated February 22, 2007, by and between FAF Advisors, Inc. and Hansberger Global Investors, Inc. with respect to International Select Fund (Incorporated by reference to Exhibit (d)(13) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(d)(12) Letter of Agreement dated March 28, 2007, by and between FAF Advisors and Hansberger Global Investors, Inc. with respect to International Select Fund (Incorporated by reference to Exhibit (d)(14) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(d)(13) Amendment to Sub-Advisory Agreement dated May 3, 2007, by and between FAF Advisors, Inc. and Hansberger Global Investors, Inc. with respect to International Select Fund (Incorporated by reference to Exhibit (d)(13) to Post Effective Amendment No. 86, filed on May 17, 2007 (File Nos. 033-16905, 811-05309)).

(d)(14) Amendment to Sub-Advisory Agreement dated November 3, 2008, by and between FAF Advisors, Inc. and Hansberger Global Investors, Inc. with respect to International Fund.*

(d)(15) Sub-Advisory Agreement dated November 27, 2006, by and between FAF Advisors, Inc. and Lazard Asset Management LLC with respect to International Select Fund (Incorporated by reference to Exhibit (d)(8) to Post-Effective Amendment No. 84, filed on December 20, 2006 (File Nos. 033-16905, 811-05309)).

(d)(16) Letter of Agreement dated March 28, 2007, by and between FAF Advisors and Lazard Asset Management LLC with respect to International Select Fund (Incorporated by reference to Exhibit (d)(17) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(d)(17) Amendment to Sub-Advisory Agreement dated May 3, 2007, by and between FAF Advisors, Inc. and Lazard Asset Management LLC with respect to International Select Fund (Incorporated by reference to Exhibit (d)(14) to Post Effective Amendment No. 86, filed on May 17, 2007 (File Nos. 033-16905, 811-05309)).

(e)(1) Distribution Agreement between the Registrant and Quasar Distributors, LLC, effective July 1, 2007 (Incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(e)(2) Fee Limitation Agreement between Registrant and Quasar Distributors, LLC, dated October 28, 2008, effective through October 31, 2009, with respect to certain Bond Funds (Incorporated by reference to Exhibit
(e)(2) to Post-Effective Amendment No. 93, filed on October 28, 2008 (File Nos. 033-16905, 811-05309)).

(e)(3) Form of Dealer Agreement.*

(f)(1) Deferred Compensation Plan for Directors dated January 1, 2000, as amended December 2008.*

(f)(2) Deferred Compensation Plan for Directors, Summary of Terms as Amended December 2008.*

(g)(1) Custody Agreement dated July 1, 2006, between the Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (g)(1) to Post-Effective Amendment No. 80, Filed on August 31, 2006 (File Nos. 033-16905, 811-05309)).

(g)(2) Amendment to Custody Agreement dated July 1, 2007, by and between Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (g)(2) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(g)(3) Exhibit C effective June 20, 2007 to Custody Agreement dated July 1, 2006 (Incorporated by reference to Exhibit (g)(3) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(g)(4) Exhibit D effective December 5, 2006, to Custody Agreement dated July 1, 2006 (Incorporated by reference to Exhibit (g)(4) to Post-Effective Amendment No. 90, filed on December 17, 2007 (File Nos. 033-16905, 811-05309)).

(g)(5) Custodian Agreement dated July 1, 2005, by and between Registrant and State Street Bank and Trust Company with respect to International Fund (Incorporated by reference to Exhibit (g)(5) to Post-Effective Amendment No. 77, Filed on August 3, 2005 (File Nos. 033-16905, 811-05309)).

(g)(6) Letter Amendment dated November 21, 2006, to the Custodian Agreement dated July 1, 2005 by and between Registrant and State Street Bank and Trust Company with respect to International Select Fund (Incorporated by reference to Exhibit (g)(3) to Post-Effective Amendment No. 84, filed on December 20, 2006 (File Nos. 033-16905, 811-05309)).

(g)(7) Letter Amendment dated December 6, 2007, to the Custodian Agreement dated July 1, 2005, by and between Registrant and State Street Bank and Trust Company with respect to Global Infrastructure Fund (Incorporated by reference to Exhibit (g)(7) to Post-Effective Amendment No. 90, filed on December 17, 2007 (File Nos. 033-16905, 811-05309)).

(g)(8) Amendment to Custodian Agreement dated June 19, 2008, by and between Registrant and State Street Bank and Trust Company with respect to compensation.*

(h)(1) Administration Agreement dated July 1, 2006, by and between Registrant and FAF Advisors, Inc. (Incorporated by reference to Exhibit (h)(1) to Post-Effective Amendment No. 80, Filed on August 31, 2006 (File Nos. 033-16905, 811-05309)).

(h)(2) Schedule A to Administration Agreement dated July 1, 2006, between Registrant and FAF Advisors, Inc. (Incorporated by reference to Exhibit
(h)(2) to Post-Effective Amendment No. 80, Filed on August 31, 2006 (File Nos. 033-16905, 811-05309)).

(h)(3) Sub-Administration Agreement dated July 1, 2005, by and between FAF Advisors, Inc. and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 77, Filed on August 3, 2005 (File Nos. 033-16905, 811-05309)).

(h)(4) Transfer Agent and Shareholder Servicing Agreement dated September 19, 2006, by and among Registrant, U.S. Bancorp Fund Services, LLC, and FAF Advisors, Inc. (Incorporated by reference to Exhibit (h)(4) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(h)(5) Exhibit A to Transfer Agent and Shareholder Servicing Agreement effective April 1, 2007 (Incorporated by reference to Exhibit (h)(5) to Post-Effective Amendment No. 93, filed on October 28, 2008 (File Nos. 033-16905, 811-05309)).

(h)(6) Securities Lending Agreement dated January 1, 2007, by and between Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(6) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(h)(7) Global Securities Lending Agreement Supplement effective January 1, 2007, by and between Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(7) to Post-Effective Amendment No. 90, filed on December 17, 2007 (File Nos. 033-16905, 811-05309)).

(i) Opinion and Consent of Dorsey & Whitney LLP.*

(j) Consent of Ernst & Young LLP.*

(k) Not applicable.

(l) Not applicable.

(m) Amended and Restated Distribution and Service Plan for Class A, B, C, and R shares, effective September 19, 2006 (Incorporated by reference to Exhibit (m) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(n) Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, effective December 5, 2007 (Incorporated by reference to Exhibit (n) to Post-Effective Amendment No. 90, filed on December 17, 2007 (File Nos. 033-16905, 811-05309)).

(o) Reserved.

(p)(1) First American Funds Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 and Section 406 of the Sarbanes-Oxley Act.*

(p)(2) FAF Advisors, Inc. Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940.*

(p)(3) Altrinsic Global Advisors, LLC Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940, effective November 1, 2004, as amended December 1, 2005, March 1, 2006, May 3, 2006, January 1, 2007, December 31, 2007, and December 1, 2008.*

(p)(4) Hansberger Global Investors, Inc. Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940, as amended May 17, 2007 (Incorporated by reference to Exhibit (p)(5) to Post-Effective Amendment No. 87, filed on July 31, 2007 (File Nos. 033-16905, 811-05309)).

(p)(5) Lazard Asset Management LLC Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940, as amended November 2008.*

(p)(6) Quasar Distributors, LLC Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 (Incorporated by reference to Exhibit
(p)(7) to Post-Effective Amendment No. 93, filed on October 28, 2008 (File Nos. 033-16905, 811-05309)).

(q) Power of Attorney dated February 18, 2009.*

* Filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

ITEM 25. INDEMNIFICATION

The Registrant's Articles of Incorporation and Bylaws provide that each present or former director, officer, agent and employee of the Registrant or any predecessor or constituent corporation, and each person who, at the request of the Registrant, serves or served another business enterprise in any such capacity, and the heirs and personal representatives of each of the foregoing shall be indemnified by the Registrant to the fullest extent permitted by law against all expenses, including without limitation amounts of judgments, fines, amounts paid in settlement, attorneys' and accountants' fees, and costs of litigation, which shall necessarily or reasonably be incurred by him or her in connection with any action, suit or proceeding to which he or she was, is or shall be a party, or with which he or she may be threatened, by reason of his or her being or having been a director, officer, agent or employee of the Registrant or such predecessor or constituent corporation or such business enterprise, whether or not he or she continues to be such at the time of incurring such expenses. Such indemnification may include without limitation the purchase of insurance and advancement of any expenses, and the Registrant shall be empowered to enter into agreements to limit the liability of directors and officers of the Registrant. No indemnification shall be made in violation of the General Corporation Law of the State of Maryland or the Investment Company Act of 1940 (the "1940 Act"). The Registrant's Articles of Incorporation and Bylaws further provide that no director or officer of the Registrant shall be liable to the Registrant or its stockholders for money damages, except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The foregoing shall not be construed to protect or purport to protect any director or officer of the Registrant against any liability to the Registrant or its stockholders to which such director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such office. 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, (the "1933 Act") 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 the 1933 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 1933 Act, 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, FAF Advisors, Inc. (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.

Thomas S. Schreier, Jr., President and Chief Executive Officer and chair of Board of Directors, FAF Advisors, Inc. ("FAF Advisors"), Minneapolis, MN (May 2001 to present); President, First American Investment Funds, Inc. ("FAIF"), First American Funds, Inc. ("FAF"), First American Strategy Funds, Inc. ("FASF"), and eight closed-end funds advised by FAF Advisors--American Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc. - II, American Strategic Income Portfolio Inc. - III, American Select Portfolio Inc., American Municipal Income Portfolio Inc., Minnesota Municipal Income Portfolio Inc., First American Minnesota Municipal Income Fund II, Inc., and American Income Fund, Inc. collectively referred to as the First American Closed-End Funds ("FACEF"), Minneapolis, MN (February 2001 to present); President, Mount Vernon Securities Lending Trust, Minneapolis, MN (October 2005 to present); Chief Investment Officer, FAF Advisors, Minneapolis, MN (August 2007 to present).

Charles R. Manzoni, Jr., General Counsel and Secretary and director on Board of Directors, FAF Advisors, Minneapolis, MN (June 2004 to present).

Joseph M. Ulrey, III, Chief Financial Officer and director on Board of Directors, FAF Advisors, Minneapolis, MN (December 2004 to present).

Frank L. Wheeler, Head of Distribution, FAF Advisors, Minneapolis, MN (April 2007 to present); Managing Director and Head of Institutional Marketing, Merrill Lynch Investment Managers, Princeton, New Jersey (2004 to April 2007).

David H. Lui, Chief Compliance Officer, FAF Advisors, Minneapolis, MN (March 2005 to present); Chief Compliance Officer, FAIF, FAF, FASF, and FACEF, Minneapolis, MN (February 2005 to present); Chief Compliance Officer, Mount Vernon Securities Lending Trust, Minneapolis, MN (October 2005 to present).

Jason K. Mitchell, Anti-Money Laundering Officer, FAF Advisors, Minneapolis, MN (Since December 2008 and from September 2006 to August 2008); Anti-Money Laundering Officer, FAIF, FAF, FASF, FACEF, and Mount Vernon Securities Lending Trust, Minneapolis, MN (Since December 2008 and from September 2006 to September 2008); Compliance Manager, FAF Advisors, Minneapolis, MN (June 2006 to September 2006); Compliance Analyst, FAF Advisors, Minneapolis, MN (October 2004 to June 2006).

John P. Kinsella, Senior Vice President and Director of Tax, FAF Advisors, Minneapolis, MN (February 2003 to present).

ITEM 27. PRINCIPAL UNDERWRITERS

Registrant's distributor, Quasar Distributors, LLC (the "Distributor") acts as principal underwriter and distributor for the following investment companies:

300 North Capital, LLC
Academy Fund Trust
ActivePassive Funds
AIP Alternative Strategies Funds
Akros Absolute Return Fund
Al Frank Funds
Allied Asset Advisors Funds
Alpine Equity Trust
Alpine Income Trust
Alpine Series Trust
American Trust
Appleton Group
Artio Global Funds
Ascentia Funds
Brandes Investment Trust
Brandywine Blue Funds, Inc.
Brazos Mutual Funds
Bridges Investment Fund, Inc.
Bristlecone Value Fund
Buffalo Funds
CAN SLIM Select Growth Fund
Capital Advisors Funds
Chase Funds
Cookson Peirce
Counterpoint Select Fund
Country Funds
Cullen Funds
Davidson Funds
Edgar Lomax Value Fund
Empiric Funds, Inc.
Fairholme Fund
FascianoFunds
FIMCO Funds
First American Funds, Inc.
First American Investment Funds, Inc.
First American Strategy Funds, Inc.
Fort Pitt Capital Group, Inc.
Fund X Funds
Fusion Funds, LLC
Geneva Advisors All Cap Growth Fund
Glenmede Fund, Inc.
Glenmede Portfolios
Greenspring Fund
Grubb & Ellis
Guinness Atkinson Funds
Harding Loevner Funds
Hennessy Funds, Inc
Hennessy Mutual Funds, Inc.
Hodges Fund
Hotchkis and Wiley Funds
Huber Funds
Intrepid Capital Management
Jacob Internet Fund Inc.
Jensen Portfolio
Kensington Funds
Keystone Mutual Funds
Kiewit Investment Fund L.L.L.P.
Kirr Marbach Partners Funds, Inc
LKCM Funds
Marketfield Fund
Masters' Select Fund Trust
Matrix Asset Advisors, Inc.
McCarthy Fund
Monetta Fund, Inc.
Monetta Trust
MP63 Fund
Muhlenkamp (Wexford Trust)
Newgate Capital
Nicholas Funds
Osterweis Funds
Perkins Capital Management
Permanent Portfolio Funds
Perritt Opportunities Funds
Phocas Financial Funds
PIA Funds
Portfolio 21
Primecap Odyssey Funds
Prospector Funds
Purisima Funds
Quaker Investment Trust
Rainier Funds
Rigel Capital, LLC
Rockland Small Cap Growth Fund
Schooner Investment Group
Smead Value Fund
Snow Fund

Stephens Management Co.
Structured Investment Fund
Teberg Fund
Thompson Plumb (TIM)
Thunderstorm Mutual Funds
TIFF Investment Program, Inc.
Tygh Capital Management
USA Mutual Funds
Villere Fund
Winslow Green Mutual Funds
Wisconsin Capital Funds, Inc.
WY Funds

The board members and officers of Quasar Distributors, LLC and their positions or offices with the Registrant are identified in the following table. Unless otherwise noted, the business address for each board member or officer is Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, WI 53202.

                            POSITION AND OFFICES WITH        POSITION AND OFFICES WITH
NAME                        UNDERWRITER                      REGISTRANT
----                        -------------------------        -------------------------
James R. Schoenike          President, Board Member          None

Joe D. Redwine              Board Member                     None

Robert Kern                 Board Member                     None
777 East Wisconsin Avenue
Milwaukee, WI 53202

Eric W. Falkeis             Board Member                     None
777 East Wisconsin Avenue
Milwaukee, WI 53202

Joseph P. Bree              Financial Operations Principal   None
777 East Wisconsin Avenue
Milwaukee, WI 53202

Susan L. La Fond            Treasurer                        None

Andrew M. Strnad            Secretary                        None

Teresa Cowan                Assistant Secretary              None

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 FAF Advisors, Inc., 800 Nicollet Mall, Minneapolis, Minnesota, 55402, and U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, Milwaukee, Wisconsin 53202.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

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(b) under the Securities Act and has duly caused this Post-Effective Amendment to its Registration Statement Nos. 033-16905 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 27th day of February, 2009.

FIRST AMERICAN INVESTMENT FUNDS, INC.

By: /s/ Thomas S. Schreier, Jr.
    ------------------------------------
    Thomas S. Schreier, Jr.
    President

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 capacities indicated and on February 27, 2009.

SIGNATURE                                                 TITLE
---------                                                 -----


     /s/ Thomas S. Schreier, Jr.                       President
-------------------------------------
       Thomas S. Schreier, Jr.


    /s/ Charles D. Gariboldi, Jr.            Treasurer (principal financial/
-------------------------------------              accounting officer)
      Charles D. Gariboldi, Jr.


                  *                                     Director
-------------------------------------
        Benjamin R. Field, III


                  *                                     Director
-------------------------------------
          Victoria J. Herget


                  *                                     Director
-------------------------------------
           Roger A. Gibson


                  *                                     Director
-------------------------------------
            John P. Kayser


                  *                                     Director
-------------------------------------
         Leonard W. Kedrowski


                  *                                     Director
-------------------------------------
         Richard K. Riederer


                  *                                     Director
-------------------------------------
          Joseph D. Strauss


                  *                                     Director
-------------------------------------
         Virginia L. Stringer


                  *                                     Director
-------------------------------------
            James M. Wade

* Richard J. Ertel, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Directors of First American Investment Funds, Inc. pursuant to the powers of attorney duly executed by such persons.

By: /s/ Richard J. Ertel                            Attorney-in-Fact
    ---------------------------------
    Richard J. Ertel

INDEX TO EXHIBITS

EXHIBIT NUMBER   NAME OF EXHIBIT
--------------   ---------------
(a)(13)          Articles of Amendment
(d)(4)           Exhibit A to Investment Advisory Agreement
(d)(5)           Expense Limitation Agreement
(d)(10)          Amendment to Sub-Advisory Agreement (AGA)
(d)(14)          Amendment to Sub-Advisory Agreement (HGI)
(e)(3)           Form of Dealer Agreement
(f)(1)           Deferred Compensation Plan for Directors
(f)(2)           Deferred Compensation Plan for Directors, Summary of Terms
(g)(8)           Amendment to Custodian Agreement
(i)              Opinion and Consent of Dorsey & Whitney LLP
(j)              Consent of Ernst & Young LLP
(p)(1)           First American Funds Code of Ethics
(p)(2)           FAF Advisors Code of Ethics
(p)(3)           AGA Code of Ethics
(p)(5)           LAM Code of Ethics
(q)              Power of Attorney

ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FIRST AMERICAN INVESTMENT FUNDS, INC.

The undersigned officer of First American Investment Funds, Inc. (the "Corporation"), a Maryland corporation, hereby certifies that the following amendments to the Corporation's Amended and Restated Articles of Incorporation have been advised by the Corporation's Board of Directors and approved by the Corporation's stockholders in the manner required by the Maryland General Corporation Law:

WHEREAS, the Corporation is registered as an open-end management investment company (i.e., a mutual fund) under the Investment Company Act of 1940 and offers its shares to the public in several classes, each of which represents a separate and distinct portfolio of assets;

WHEREAS, it is desirable and in the best interests of the holders of the Class Y shares of the Corporation (also known as "California Intermediate Tax Free Fund") that the assets belonging to such class be sold to a separate portfolio of the Corporation which is known as "California Tax Free Fund" and which is represented by the Corporation's Class II shares, in exchange for shares of California Tax Free Fund which are to be delivered to former California Intermediate Tax Free Fund holders;

WHEREAS, California Intermediate Tax Free Fund and California Tax Free Fund have entered into an Agreement and Plan of Reorganization providing for the foregoing transactions; and

WHEREAS, the Agreement and Plan of Reorganization requires that, in order to bind all holders of shares of California Intermediate Tax Free Fund to the foregoing transactions, and in particular to bind such holders to the exchange of their California Intermediate Tax Free Fund shares for California Tax Free Fund shares, it is necessary to adopt an amendment to the Corporation's Amended and Restated Articles of Incorporation.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation's Amended and Restated Articles of Incorporation be, and the same hereby are, amended to add the following Article IV(R) immediately following Article IV(Q) thereof:

ARTICLE IV(R). (a) For purposes of this Article IV(R), the following terms shall have the following meanings:

"Corporation" means this corporation.

"Acquired Fund" means the Corporation's California Intermediate Tax Free Fund, which is represented by the Corporation's Class Y shares.

"Class A Acquired Fund Shares" means the Corporation's Class Y Common Shares.

"Class Y Acquired Fund Shares" means the Corporation's Class Y Series 2 Common Shares.

"Acquiring Fund" means the Corporation's California Tax Free Fund, which is represented by the Corporation's Class II shares.

"Class A Acquiring Fund Shares" means the Corporation's Class II Common Shares.

"Class Y Acquiring Fund Shares" means the Corporation's Class II, Series 3 Common Shares.

"Effective Time" means 4:00 p.m. Eastern time on the date upon which these Articles of Amendment are filed with the Maryland State Department of Assessments and Taxation.

(b) At the Effective Time, the assets belonging to the Acquired Fund, the liabilities belonging to the Acquired Fund, and the General Assets and General Liabilities allocated to the Acquired Fund, shall become, without further action, assets belonging to the Acquiring Fund, liabilities belonging to the Acquiring Fund, and General Assets and General Liabilities allocated to the Acquiring Fund. For purposes of the foregoing, the terms "assets belonging to," "liabilities belonging to," "General Assets" and "General Liabilities" have the meanings assigned to them in Article IV,
Section 1(d)(i) and (ii) of the Corporation's Amended and Restated Articles of Incorporation.

(c) At the Effective Time, each issued and outstanding Acquired Fund share shall be, without further action, exchanged for those numbers and classes of Acquiring Fund shares calculated in accordance with paragraph
(d) below.

(d) The numbers of Class A and Class Y Acquiring Fund Shares to be issued in exchange for the Class A and Class Y Acquired Fund Shares shall be determined as follows:

(i) The net asset value per share of the Acquired Fund's and the Acquiring Fund's Class A Shares and Class Y Shares shall be computed as of the Effective Time using the valuation procedures set forth in the Corporation's articles of incorporation and bylaws and then-current Prospectuses and Statement of Additional Information and as may be required by the Investment Company Act of 1940, as amended (the "1940 Act").

(ii) The total number of Class A Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Class A Acquired Fund Shares shall be determined as of the Effective Time by multiplying the number of Class A Acquired Fund Shares outstanding immediately prior to the Effective Time times a fraction, the numerator of which is the net asset value per share of Class A Acquired Fund Shares immediately prior to the Effective Time, and the denominator of which is the net asset value per share of the Class A Acquiring Fund Shares immediately prior to the Effective Time, each as determined pursuant to (i) above.

Time times a fraction, the numerator of which is the net asset value per share of Class Y Acquired Fund Shares immediately prior to the Effective Time, and the denominator of which is the net asset value per share of the Class Y Acquiring Fund Shares immediately prior to the Effective Time, each as determined pursuant to (i) above.

(iv) At the Effective Time, the Acquired Fund shall issue and distribute to the Acquired Fund shareholders of the respective classes pro rata within such classes (based upon the ratio that the number of Acquired Fund shares of the respective classes owned by each Acquired Fund shareholder immediately prior to the Effective Time bears to the total number of issued and outstanding Acquired Fund shares of the respective classes immediately prior to the Effective Time) the full and fractional Acquiring Fund shares of the respective classes issued by the Acquiring Fund pursuant to (ii) and (iii) above. Accordingly, each Class A Acquired Fund shareholder shall receive, at the Effective Time, Class A Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class A Acquired Fund Shares owned by such Acquired Fund shareholder immediately prior to the Effective Time; and each Class Y Acquired Fund shareholder shall receive, at the Effective Time, Class Y Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class Y Acquired Fund Shares owned by such Acquired Fund shareholder immediately prior to the Effective Time.

(e) The distribution of Acquiring Fund shares to Acquired Fund shareholders provided for in paragraphs (c) and (d) above shall be accomplished by the issuance of such Acquiring Fund shares to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders representing the numbers and classes of Acquiring Fund shares due each such shareholder pursuant to the foregoing provisions. All issued and outstanding shares of the Acquired Fund shall simultaneously be cancelled on the books of the Acquired Fund and retired. From and after the Effective Time, share certificates formerly representing Acquired Fund shares shall represent the numbers and classes of Acquiring Fund shares determined in accordance with the foregoing provisions.

(f) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (e) above shall have the status of authorized and unissued Class Y common shares of the Corporation, without designation as to series.

WHEREAS, it is desirable and in the best interests of the holders of the Class N shares of the Corporation (also known as "Colorado Intermediate Tax Free Fund") that the assets belonging to such class be sold to a separate portfolio of the Corporation which is known as "Colorado Tax Free Fund" and which is represented by the Corporation's Class KK shares, in exchange for shares of Colorado Tax Free Fund which are to be delivered to former Colorado Intermediate Tax Free Fund holders;

WHEREAS, Colorado Intermediate Tax Free Fund and Colorado Tax Free Fund have entered into an Agreement and Plan of Reorganization providing for the foregoing transactions; and

WHEREAS, the Agreement and Plan of Reorganization requires that, in order to bind all holders of shares of Colorado Intermediate Tax Free Fund to the foregoing transactions, and in particular to bind such holders to the exchange of their Colorado Intermediate Tax Free Fund shares for Colorado Tax Free Fund shares, it is necessary to adopt an amendment to the Corporation's Amended and Restated Articles of Incorporation.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation's Amended and Restated Articles of Incorporation be, and the same hereby are, amended to add the following Article IV(S) immediately following Article IV(R) thereof:

ARTICLE IV(S). (a) For purposes of this Article IV(S), the following terms shall have the following meanings:

"Corporation" means this corporation.

"Acquired Fund" means the Corporation's Colorado Intermediate Tax Free Fund, which is represented by the Corporation's Class N shares.

"Class A Acquired Fund Shares" means the Corporation's Class N Common Shares.

"Class Y Acquired Fund Shares" means the Corporation's Class N Series 2 Common Shares.

"Acquiring Fund" means the Corporation's Colorado Tax Free Fund, which is represented by the Corporation's Class KK shares.

"Class A Acquiring Fund Shares" means the Corporation's Class KK Common Shares.

"Class Y Acquiring Fund Shares" means the Corporation's Class KK, Series 3 Common Shares.

"Effective Time" means 4:00 p.m. Eastern time on the date upon which these Articles of Amendment are filed with the Maryland State Department of Assessments and Taxation.

(d) The numbers of Class A and Class Y Acquiring Fund Shares to be issued in exchange for the Class A and Class Y Acquired Fund Shares shall be determined as follows:

(iii) The total number of Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Class Y Acquired Fund Shares shall be determined as of the Effective Time by multiplying the number of Class Y Acquired Fund Shares outstanding immediately prior to the Effective Time times a fraction, the numerator of which is the net asset value per share of Class Y Acquired Fund Shares immediately prior to the Effective Time, and the denominator of which is the net asset value per share of the Class Y Acquiring Fund Shares immediately prior to the Effective Time, each as determined pursuant to (i) above.

(f) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (e) above shall have the status of authorized and unissued Class N common shares of the Corporation, without designation as to series.

The undersigned officer of the Corporation hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Articles of Amendment to be the corporate act of the Corporation and further certifies that, to the best of his or her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President or a Vice President and witnessed by its Secretary or an Assistant Secretary on this 9th day of January, 2009.

FIRST AMERICAN INVESTMENT FUNDS, INC.

By /s/ Jeffery M. Wilson
   -------------------------------------
   Jeffery M. Wilson
Its Vice President, Administration

Witness:

/s/ Richard J. Ertel
-------------------------------------
Assistant Secretary

.
.

First American Investment Funds, Inc.

Exhibit A to Investment Advisory Agreement Effective January 20, 2009

                                                               Annual Advisory Fee as a Percentage of
Portfolio                                   Effective Date            Average Daily Net Assets
---------                                 ------------------   --------------------------------------
Large Cap Value Fund (1)                     April 2, 1991                       0.65%
Mid Cap Value Fund                           April 2, 1991                       0.70%
Core Bond Fund                               April 2, 1991                       0.50%
Intermediate Tax Free Fund                   April 2, 1991                       0.50%
Intermediate Term Bond Fund               September 15, 1992                     0.50%
Equity Index Fund                         September 15, 1992                     0.25%
Short Term Bond Fund                      September 15, 1992                     0.50%
Balanced Fund (1)                         September 15, 1992                     0.65%
Minnesota Intermediate Tax Free Fund       December 31, 1993                     0.50%
Small-Mid Cap Core Fund                    December 31, 1993                     0.70%
International Fund                         December 31, 1993                     1.00%
Equity Income Fund (1)                     January 31, 1994                      0.65%
Real Estate Securities Fund                  June 12, 1995                       0.70%
Oregon Intermediate Tax Free Fund           August 5, 1997                       0.50%
Small Cap Value Fund                       November 21, 1997                     0.70%
Tax Free Fund                                July 24, 1998                       0.50%
Minnesota Tax Free Fund                      July 24, 1998                       0.50%
California Tax Free Fund                   February 1, 2000                      0.50%
Arizona Tax Free Fund                      February 1, 2000                      0.50%
Colorado Tax Free Fund                     February 1, 2000                      0.50%
Total Return Bond Fund                     February 1, 2000                      0.60%
Nebraska Tax Free Fund                     February 28, 2001                     0.50%
High Income Bond Fund                      February 28, 2001                     0.70%
Large Cap Growth Opportunities Fund (1)       May 2, 2001                        0.65%
Mid Cap Growth Opportunities Fund             May 2, 2001                        0.70%
Small Cap Growth Opportunities Fund           May 2, 2001                        1.00%
Small Cap Select Fund                         May 2, 2001                        0.70%
Mid Cap Index Fund                            May 2, 2001                        0.25%
Small Cap Index Fund                          May 2, 2001                        0.40%
U.S. Government Mortgage Fund                 May 2, 2001                        0.50%
Missouri Tax Free Fund                        May 2, 2001                        0.50%
Ohio Tax Free Fund                          April 30, 2002                       0.50%
Short Tax Free Fund                        October 25, 2002                      0.50%
Intermediate Government Bond Fund          October 25, 2002                      0.50%
Large Cap Select Fund (1)                  December 4, 2002                      0.65%
Inflation Protected Securities Fund         October 1, 2004                      0.50%
International Select Fund                  December 20, 2006                     1.00%
Quantitative Large Cap Core Fund             June 20, 2007                       0.30%
Quantitative Large Cap Growth Fund           June 20, 2007                       0.30%
Quantitative Large Cap Value Fund            June 20, 2007                       0.30%
Global Infrastructure Fund                 December 5, 2007                      0.90%

(1) The Adviser has agreed to a breakpoint schedule with each of Large Cap Growth Opportunities Fund, Large Cap Select Fund, Large Cap Value Fund, Balanced Fund and Equity Income Fund. The advisory fee paid separately by each of these funds will be based on an annual rate of 0.65% for the first $3 billion of each fund's average daily net assets; 0.625% for average daily net assets in excess of $3 billion up to $5 billion; and 0.60% for average daily net assets in excess of $5 billion.

EXPENSE LIMITATION AGREEMENT

THIS AGREEMENT is effective as of the 27th day of February, 2009, between FAF Advisors, Inc., as investment advisor (the "Advisor"), and First American Investment Funds, Inc. ("FAIF").

WHEREAS, FAIF includes the investment portfolios set forth in Exhibit A hereto (each a "Fund" and, collectively, the "Funds"), each of which offers one or more classes of shares; and

WHEREAS, the Advisor wishes to contractually limit fees and reimburse expenses for the Funds through February 28, 2010; and

WHEREAS, it is in the interests of both the Advisor and the shareholders of the Funds to limit Fund expenses as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree that the Advisor will limit its fees and/or reimburse Fund expenses to the extent necessary to limit the annual operating expenses of the Funds to the amounts set forth in Exhibit A (which limits are set forth for each Fund on a class-by-class basis). The Advisor agrees that it may not be reimbursed by FAIF for the fees waived or reimbursements made by the Advisor under the terms of this agreement. The Advisor agrees to continue the foregoing expense limits through February 28, 2010. Thereafter, any expense limit may be changed upon prior notice to FAIF's Board of Directors.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

FAF ADVISORS, INC. FIRST AMERICAN INVESTMENT FUNDS, INC.

By:   /s/ Joseph M. Ulrey, III          By:  /s/ Charles D. Gariboldi, Jr.
    ---------------------------------       ------------------------------------
Name: Joseph M. Ulrey, III              Name: Charles D. Gariboldi, Jr.
Title: Chief Financial Officer          Title: Treasurer

                                    EXHIBIT A

                                                     ANNUAL OPERATING EXPENSE
                                                LIMITATION AS A PERCENTAGE OF
                                                     AVERAGE DAILY NET ASSETS
                                                -----------------------------
Balanced Fund - Class A                                    1.1000%
Balanced Fund - Class B                                    1.8500%
Balanced Fund - Class C                                    1.8500%
Balanced Fund - Class R                                    1.3500%
Balanced Fund - Class Y                                    0.8500%

Equity Index Fund - Class A                                0.6200%
Equity Index Fund - Class B                                1.3700%
Equity Index Fund - Class C                                1.3700%
Equity Index Fund - Class R                                0.8700%
Equity Index Fund - Class Y                                0.3700%

Global Infrastructure Fund - Class A                       1.2500%
Global Infrastructure Fund - Class C                       2.0000%
Global Infrastructure Fund - Class R                       1.5000%
Global Infrastructure Fund - Class Y                       1.0000%

International Fund -- Class A                              1.4900%
International Fund - Class B                               2.2400%
International Fund - Class C                               2.2400%
International Fund - Class R                               1.7400%
International Fund - Class Y                               1.2400%

International Select Fund - Class A                        1.4900%
International Select Fund - Class B                        2.2400%
International Select Fund - Class C                        2.2400%
International Select Fund - Class R                        1.7400%
International Select Fund - Class Y                        1.2400%

Mid Cap Index Fund - Class A                               0.7500%
Mid Cap Index Fund - Class B                               1.5000%
Mid Cap Index Fund - Class C                               1.5000%
Mid Cap Index Fund - Class R                               1.0000%
Mid Cap Index Fund - Class Y                               0.5000%

Small Cap Growth Opportunities Fund - Class A              1.4700%
Small Cap Growth Opportunities Fund - Class B              2.2200%
Small Cap Growth Opportunities Fund - Class C              2.2200%
Small Cap Growth Opportunities Fund - Class R              1.7200%
Small Cap Growth Opportunities Fund - Class Y              1.2200%

Small Cap Index Fund - Class A                             0.8300%
Small Cap Index Fund - Class B                             1.5800%
Small Cap Index Fund - Class C                             1.5800%
Small Cap Index Fund - Class R                             1.0800%
Small Cap Index Fund - Class Y                             0.5800%

                                                     ANNUAL OPERATING EXPENSE
                                                LIMITATION AS A PERCENTAGE OF
                                                     AVERAGE DAILY NET ASSETS
                                                -----------------------------
Small-Mid Cap Core Fund - Class A                          1.4100%
Small-Mid Cap Core Fund - Class B                          2.1600%
Small-Mid Cap Core Fund - Class C                          2.1600%
Small-Mid Cap Core Fund - Class Y                          1.1600%

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
DATED AS OF NOVEMBER 3, 2008

WHEREAS, FAF Advisors, Inc. (the "Advisor") acts as the Investment Advisor for International Fund (the "Fund"), a series of First American Investment Funds, Inc. ("FAIF"), pursuant to an investment advisory agreement between the Advisor and FAIF; and

WHEREAS, the Advisor is responsible for the day-to-day management of the Fund and for the coordination of the investment of the Fund's assets in portfolio securities; and

WHEREAS, specific portfolio purchases and sales for all or a portion of the Fund's assets may be made by one or more sub-advisors selected and appointed by the Advisor, subject to the pre-approval of the Board of Directors of FAIF (the "Board") and, to the extent required under Section 15(a) of the Investment Company Act of 1940 (the "1940 Act") and any rules thereunder, the approval of the Fund's shareholders; and

WHEREAS, Altrinsic Global Advisors, LLC (the "Sub-Advisor") currently acts as a sub-advisor for International Select Fund, a series of FAIF, pursuant to an Investment Sub-Advisory Agreement dated November 27, 2006 between the Advisor and the Sub-Advisor (the "Sub-Advisory Agreement"); and

WHEREAS, the Sub-Advisor provides to International Select Fund the services described in Section 2 of the Sub-Advisory Agreement and the Board has determined that it would be in the best interests of the Fund and its shareholders to have the Sub-Advisor provide such services to the Fund; and

WHEREAS, the Fund's shareholders have approved the Sub-Advisor's provision of such services to the Fund; and

WHEREAS, the Sub-Advisor is willing to provide such services upon the terms and conditions set forth herein.

NOW, THEREFORE, the Advisor and Sub-Advisor, intending to be legally bound, agree as follows:

1. The Sub-Advisory Agreement is hereby amended to appoint the Sub-Advisor as investment sub-advisor for that portion of the assets of the Fund that the Advisor determines to allocate to the Sub-Advisor from time to time.

2. All references to "Fund" in the Sub-Advisory Agreement shall be deemed to apply to International Fund and International Select Fund, either individually or collectively, as the context requires.

3. All references to "Sub-Advisory Portfolio" in the Sub-Advisory Agreement shall be deemed to refer to that portion of International Fund's assets managed by the Sub-Advisor and that portion of International Select Fund's assets managed by the Sub-Advisor, either individually or collectively, as the context requires.

4. Schedule A to the Sub-Advisory Agreement is replaced in its entirety with the following:

SCHEDULE A

Pursuant to Section 7, the Advisor shall pay the Sub-Advisor compensation for services rendered to the Funds, calculated daily and paid monthly, at the annual rates set forth in the following table. Such rates are based on the aggregate average daily net assets of the Sub-Advisory Portfolios.

AGGREGATE ASSETS OF
SUB-ADVISORY PORTFOLIOS   FEE PER ANNUM
-----------------------   -------------
First $150 million            0.45%
Next $350 million             0.37%
Over $500 million             0.35%

5. All other terms and conditions of the Sub-Advisory Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the Advisor and Sub-Advisor have caused this instrument to be executed as of the date first above written by their duly authorized officers.

FAF ADVISORS, INC.                      ALTRINSIC GLOBAL ADVISORS, LLC


By: /s/ Joseph M. Ulrey, III            By: /s/ John D. Hock
    ---------------------------------       ------------------------------------
Name: Joseph M. Ulrey, III              Name: John D. Hock
Title: Chief Financial Officer          Title: Managing Member

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
DATED AS OF NOVEMBER 3, 2008

WHEREAS, the Advisor is responsible for the day-to-day management of the Fund and for the coordination of the investment of the Fund's assets in portfolio securities; and

WHEREAS, Hansberger Global Investors, LLC (the "Sub-Advisor") currently acts as a sub-advisor for International Select Fund, a series of FAIF, pursuant to an Investment Sub-Advisory Agreement dated February 22, 2007 between the Advisor and the Sub-Advisor (the "Sub-Advisory Agreement"); and

WHEREAS, the Fund's shareholders have approved the Sub-Advisor's provision of such services to the Fund; and

WHEREAS, the Sub-Advisor is willing to provide such services upon the terms and conditions set forth herein.

NOW, THEREFORE, the Advisor and Sub-Advisor, intending to be legally bound, agree as follows:

2. All references to "Fund" in the Sub-Advisory Agreement shall be deemed to apply to International Fund and International Select Fund, either individually or collectively, as the context requires.

4. The conditions described under paragraph (a) of Section 11 of the Sub-Advisory Agreement having been previously satisfied, the term of the Sub-Advisory Agreement shall be governed exclusively by the provisions of paragraph (b) of Section 11, as amended May 3, 2007.

5. Schedule A to the Sub-Advisory Agreement is replaced in its entirety with the following:

SCHEDULE A

Pursuant to Section 7, the Advisor shall pay the Sub-Advisor compensation for services rendered to the Funds, calculated daily and paid monthly, at the annual rates set forth in the

following table. Such rates are based on the aggregate average daily net assets of the Sub-Advisory Portfolios.

AGGREGATE ASSETS OF
SUB-ADVISORY PORTFOLIOS   FEE PER ANNUM
-----------------------   -------------
First $425 million            0.40%
Over $425 million             0.30%

6. All other terms and conditions of the Sub-Advisory Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the Advisor and Sub-Advisor have caused this instrument to be executed as of the date first above written by their duly authorized officers.

FAF ADVISORS, INC.                      HANSBERGER GLOBAL INVESTORS, INC.


By: /s/ Joseph M. Ulrey, III            By: /s/ Ronald W. Holt
    ---------------------------------       ------------------------------------
Name: Joseph M. Ulrey, III              Name: Ronald W. Holt
Title: Chief Financial Officer          Title: President

QUASAR DISTRIBUTORS, LLC
615 EAST MICHIGAN STREET
MILWAUKEE, WI 53202

DEALER AGREEMENT

This Agreement is made and effective as of this ____ day of __________, 20__, between Quasar Distributors, LLC ("Quasar"), a Delaware limited liability company, and ________________ ("Dealer"), a _________________________.

WHEREAS, First American Strategy Funds, Inc., First American Funds, Inc. and First American Investment Funds, Inc. (collectively, the "Fund Companies") are registered under the Investment Company Act of 1940, as amended ("1940 Act"), as open-end investment companies and currently offer for public sale shares of common stock or beneficial interest ("Shares") in the separate series of the Fund Companies listed on Schedule A, as may be amended from time to time (each, a "Fund");

WHEREAS, the Shares are registered for public sale under the Securities Act of 1933 and are qualified for sale in certain states and jurisdictions of the United States;

WHEREAS, Quasar serves as principal underwriter in connection with the offering and sale of the Shares of each Fund pursuant to a Distribution Agreement; and

WHEREAS, Dealer desires to serve as a selected dealer for the Shares of the Funds.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, Quasar and Dealer agree as follows:

1. OFFERS AND SALES OF SHARES.

(a) Dealer agrees to offer and sell Shares only at the public offering price currently in effect, in accordance with the terms of the then-current prospectus(es), including any supplements or amendments thereto, of each Fund ("Prospectus"). Dealer agrees to act only as agent on behalf of its customers ("Customers") in such transactions and shall not have authority to act as agent for the Funds, for Quasar, or for any other dealer in any respect. All purchase orders are subject to acceptance by Quasar and the relevant Fund and become effective only upon confirmation by Quasar or an agent of the Fund. In its sole discretion, either the Fund or Quasar may reject any purchase order and may, provided notice is given to Dealer, suspend sales or withdraw the offering of Shares entirely.

(b) Dealer understands and acknowledges that each Fund offers its Shares in multiple classes, each subject to differing sales charges and financing structures. Dealer hereby represents and warrants that it has established compliance procedures designed to ensure that Customers are made aware of the terms of each available class of the applicable Fund's Shares, to ensure that each Customer is offered only Shares that are suitable investments of that Customer and to

ensure proper supervision of Dealer's registered representatives in recommending and offering multiple classes of Shares to its Customers.

(c) Dealer understands and acknowledges that certain Shares may be subject to a contingent deferred sales charge when such Shares are redeemed. As to such Shares which are not networked, Dealer agrees either (i) to refrain from issuing such Shares in street name, or (ii) to monitor the time period during which the applicable contingent deferred sales charge remains in effect, to deduct from any redemption proceeds the applicable contingent deferred sales charge and to promptly remit to Quasar any such contingent deferred sales charge.

(d) Dealer agrees that it will arrange for the provision of shareholder services for Customers who have purchased Shares. Dealer may perform these shareholder services itself or subcontract them to a third party of its choice. These shareholder services include, but are not limited to: (i) maintaining accounts relating to Customers that invest in Shares; (ii) providing information periodically to Customers showing their positions in Shares; (iii) arranging for bank wires; (iv) responding to Customer inquiries relating to the services performed by Dealer; (v) responding to routine inquiries from Customers concerning their investments in Shares; (vi) forwarding shareholder communications from the Funds (such as proxies, annual and semi-annual shareholder reports and dividend, distribution and tax notices) to Customers;
(vii) processing purchase, exchange and redemption requests from Customers and placing such orders with the Funds' service providers; (viii) assisting Customers in changing dividend options, account designations, and addresses; and
(ix) processing dividend payments from the Funds on behalf of Customers. The Dealer may also provide subaccounting with respect to Shares beneficially owned by Customers and provide such other similar services to the extent Dealer is permitted to do so under applicable laws or regulations.

2. PROCEDURES FOR PURCHASES. The procedures relating to all orders and the handling of them shall be made in accordance with the procedures set forth in each Fund's Prospectus, and to the extent consistent with the Prospectus, written instructions forwarded to Dealer by Quasar from time to time.

Dealer shall be permitted to accept orders for the purchase, exchange or redemption of Shares of the Funds on each business day that the New York Stock Exchange is open for business and a Fund's net asset value is determined ("Business Day"). Dealer shall not be required to accept orders on any Business Day on which Dealer is not open for business. If orders are accepted by Dealer prior to the latest time at which a Fund's net asset value is to be calculated as determined by its Board of Directors/Trustees, which is typically as of the close of the New York Stock Exchange on that Business Day ("Close of Trading"), such orders shall be treated as having been received on that Business Day. If such orders are received after Close of Trading on a Business Day, they shall not be treated as having been accepted by Dealer on such Business Day.

All purchase orders shall be placed at, and in accordance with the applicable discount schedules set forth in the Fund's Prospectus.

3. SETTLEMENT AND DELIVERY FOR PURCHASES. Transactions shall be settled by Dealer by payment in federal funds of the full purchase price to the Fund's transfer agent in accordance with applicable procedures. Payment for Shares shall be received by the Fund's transfer agent by the later of (a) the end of the third business day following Dealer's receipt of the Customer's order to purchase such Shares or (b) the end of one business day following Dealer's receipt of the Customer's payment for such Shares, but in no event later than the end of the sixth business day following Dealer's receipt of the Customer's order. If such payment is not received within the time specified, the sale may be canceled forthwith without any responsibility or liability on Quasar's part or on the part of the Funds to Dealer or its Customers. In addition, Dealer will be responsible to the Fund and/or Quasar for any losses suffered on the transaction.

4. PROCEDURES FOR REDEMPTION, REPURCHASE AND EXCHANGE. Redemptions or repurchases of Shares as well as exchange requests shall be made in accordance with the procedures set forth in each Fund's Prospectus, and to the extent consistent with the Prospectus, written instructions forwarded to Dealer by Quasar from time to time.

5. COMPENSATION. On each purchase of Shares by Dealer from Quasar, Dealer shall be entitled to receive such dealer allowances, concessions, finder's fees, sales charges, discounts and other compensation, if any, as described and set forth in each Fund's Prospectus. Sales charges and discounts to dealers, if any, may be subject to reductions under a variety of circumstances if described in each Fund's Prospectus. To obtain any such reductions, Quasar must be notified when a sale takes place that would qualify for the reduced charge. If any Shares sold by Dealer under the terms of this Agreement are redeemed by a Fund or tendered for redemption or repurchased by a Fund or by Quasar as agent within seven business days after the date Dealer purchased such Shares, Dealer shall notify Quasar in writing and shall forfeit its right to any discount or commission received by or allowed to Dealer from the original sale. Dealer shall not be entitled to any compensation for its services under any 12b-1 plan in effect for a Fund unless Dealer has signed a related agreement.

6. EXPENSES. Dealer agrees that it will bear all expenses incurred in connection with its performance of this Agreement.

7. DEALER REGISTRATION.

(a) Dealer represents and warrants that it (i) is registered as a broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act") or is exempt from registration as a broker-dealer under the 1934 Act, (ii) is qualified as a broker-dealer in all states or other jurisdictions in which it sells Fund Shares or is exempt from registration as a broker-dealer in all states or other jurisdictions in which it sells Fund Shares, and, (iii) if it sells Shares in additional states or jurisdictions in the future, will become qualified to act as a broker-dealer in each such state or jurisdiction prior to selling any Fund Shares or will confirm an exemption from registration as a broker-dealer in each such state or jurisdiction prior to selling any Fund Shares.

(b) Dealer shall maintain any filings and licenses required by federal and state laws to conduct the business contemplated under this Agreement. Dealer agrees to notify Quasar immediately in the event of any finding that it violated any applicable federal or state law, rule or

regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement.

(c) If Dealer is registered as a "bank," as such term is defined in Section 3(a)(6) of the 1934 Act, Dealer further represents and warrants that it is a member of the Federal Deposit Insurance Corporation ("FDIC") in good standing and agrees to notify Quasar immediately of any changes in Dealer's status with the FDIC.

(d) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer represents and warrants that it is a member in good standing of the Financial Industry Regulatory Authority ("FINRA") and that it agrees to abide by the Conduct Rules of the FINRA. Dealer agrees to notify Quasar immediately in the event of its expulsion or suspension from the FINRA.

(e) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer further represents and warrants that it is a member of the Securities Investor Protection Corporation ("SIPC") in good standing and agrees to notify Quasar immediately of any changes in Dealer's status with SIPC.

8. COMPLIANCE WITH FEDERAL AND STATE LAWS.

(a) Dealer will not sell any of the Shares except in compliance with all applicable federal and state securities and banking laws. In connection with sales and offers to sell Shares, Dealer will furnish or cause to be furnished to each person to whom any such sale or offer is made, at or prior to the time of offering or sale, a copy of the Prospectus and, if requested, the related Statement of Additional Information ("SAI"). Quasar shall be under no liability to Dealer except for lack of good faith and for obligations expressly assumed by Quasar herein. Nothing herein contained, however, shall be deemed to be a condition, stipulation or provision binding any persons acquiring any security to waive compliance with, or to relieve the parties hereto from any liability arising under, the federal securities laws.

(b) Quasar or its agent shall, from time to time, inform Dealer as to the states and jurisdictions in which Quasar believes the Shares have been qualified for sale under, or are exempt from the requirements of, the respective securities laws of such states and jurisdictions. Dealer agrees that it will not knowingly offer or sell Shares in any state or jurisdiction in which such Shares are not qualified, unless any such offer or sale is made in a transaction that qualifies for an exemption from registration.

(c) Quasar assumes no responsibility in connection with the registration of Dealer under the laws of the various states or under federal law or Dealer's qualification under any such law to offer or sell Shares.

9. UNAUTHORIZED REPRESENTATIONS. No person is authorized to make any representations concerning Shares of the Funds except those contained in the Prospectus, SAI and printed information issued by each Fund or by Quasar as information supplemental to each Prospectus. Quasar shall, upon request, supply Dealer with reasonable quantities of Prospectuses

and SAIs. Dealer agrees not to use other advertising or sales material relating to the Funds unless approved by Quasar in advance of such use. Neither party shall use the name of the other party in any manner without the other party's written consent, except as required by any applicable federal or state law, rule or regulation, and except pursuant to any mutually agreed upon promotional programs.

10. CONFIRMATIONS. Dealer agrees to send confirmations of orders to its Customers as required by Rule 10b-10 of the 1934 Act and applicable banking laws and regulations. In the event the Customers of Dealer place orders directly with the Fund or any of its agents, confirmations will be sent to such Customers, as required, by the Fund's transfer agent.

11. RECORDS. Dealer agrees to maintain all records required by applicable state and federal laws and regulations relating to the offer and sale of Shares to its Customers, and upon the reasonable request of Quasar, or of the Funds, to make these records available to Quasar or the Fund's administrator as reasonably requested. On orders placed directly with the Fund or its agents, the Fund's transfer agent will maintain all records required by state and federal laws and regulations relating to the offer and sale of Shares.

12. TAXPAYER IDENTIFICATION NUMBERS. Dealer agrees to obtain any taxpayer identification number certification from its Customers required under the Internal Revenue Code and any applicable Treasury regulations, and to provide Quasar or its designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding.

13. INDEMNIFICATION.

(a) Dealer shall indemnify and hold harmless Quasar, each Fund, the transfer agent and administrator of the Funds, and their respective affiliates, officers, directors, agents, employees and controlling persons from all direct or indirect liabilities, losses or costs (including reasonable attorneys' fees) arising from, related to or otherwise connected with any breach by Dealer of any provision of this Agreement.

(b) Quasar shall indemnify and hold harmless Dealer and its affiliates, officers, directors, agents, employees and controlling persons from and against any and all direct or indirect liabilities, losses or costs (including reasonable attorneys' fees) arising from, related to or otherwise connected with any breach by Quasar of any provision of this Agreement.

(c) The agreement of the parties in this Paragraph to indemnify each other is conditioned upon the party entitled to indemnification (the "Indemnified Party") notifying the other party (the "Indemnifying Party") promptly after the summons or other first legal process for any claim as to which indemnity may be sought is served on the Indemnified Party, unless failure to give such notice does not prejudice the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from it, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and that the Indemnified Party may participate in such defense at its expense. The

failure of the Indemnified Party to give notice as provided in this subparagraph
(c) shall not relieve the Indemnifying Party from any liability other than its indemnity obligation under this Paragraph. No Indemnifying Party, in the defense of any such claim or litigation, shall, without the written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such claim or litigation.

14. NO AGENCY CREATED. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of any of the Funds or of Quasar, and Dealer is not authorized to act for Quasar or for any Fund or to make any representations on Quasar's or the Funds' behalf. Dealer acknowledges that this Agreement is not exclusive and that Quasar may enter into similar arrangements with other institutions.

15. TERM, TERMINATION, ASSIGNMENT AND AMENDMENT.

(a) This Agreement shall commence on the date first set forth above and shall continue in effect with respect to a Fund for more than one year only so long as such continuance is specifically approved by such Fund at least annually in conformity with the requirements of the 1940 Act.

(b) Either party to this Agreement may terminate this Agreement by giving ten days' written notice to the other.

(c) This Agreement shall terminate automatically with respect to any Fund if (i) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit of creditors, is brought under any federal or state law by or against Dealer, (ii) Dealer's registration, if any, as a broker-dealer with the Securities and Exchange Commission is suspended or revoked, (iii) Dealer's FINRA membership, if any, is suspended or revoked, (iv) Dealer is not registered as a broker-dealer under the 1934 Act or in a state or other jurisdiction in which it sells Fund Shares and there is not an applicable exemption from registration as a broker-dealer under the 1934 Act or in the state or other jurisdiction in which it sells Fund Shares, (v) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against Dealer, or (vi) the Distribution Agreement between Quasar and such Fund is terminated (including as a result of an assignment). This Agreement also shall terminate automatically in the event of its "assignment," within the meaning of the 1940 Act.

(d) Termination of this Agreement by operation of this Paragraph 15 shall not affect any unpaid obligations under Paragraphs 3, 5 or 6 of this Agreement or the liability, legal and indemnity obligations set forth under Paragraphs 7, 8, 9 or 13 of this Agreement.

(e) This Agreement may be amended by Quasar upon written notice to Dealer, and Dealer shall be deemed to have consented to such amendment upon effecting any purchases of shares for its own account or on behalf of any Customer's accounts following Dealer's receipt of such notice.

16. NOTICES. Except as otherwise specifically provided in this Agreement, any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service or 3 days after sent by registered or certified mail, postage prepaid, return receipt requested or on the date sent and confirmed received by facsimile transmission to the other party's address set forth below:

Notice to Quasar shall be sent to:

Quasar Distributors, LLC
Attn: Dealer Agreement Department
615 East Michigan Street
Milwaukee, WI 53202

notice to Dealer shall be sent to:

17. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18. GOVERNING LAW. This Agreement shall be construed in accordance with the laws (without regard, however, to conflicts of law principles) of the State of Wisconsin, provided that no provision shall be construed in a manner not consistent with the 1940 Act or any rule or regulation thereunder.

19. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the then existing FINRA Code of Arbitration Procedure. Any arbitration shall be conducted in Milwaukee, Wisconsin, and each arbitrator shall be from the securities industry. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

20. CONFIDENTIALITY. Quasar and Dealer agree to preserve the confidentiality of any and all materials and information furnished by either party in connection with this Agreement. The provisions of this Paragraph shall not apply to any information which is: (a) independently developed by the receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (b) known to the receiving party prior to disclosure by the disclosing party; (c) lawfully disclosed to the receiving party by a third party not under a separate duty of confidentiality with respect thereto to the disclosing party; or (d) otherwise publicly available through no fault or breach by the receiving party.

In accordance with Regulation S-P, the parties hereto will not disclose any non-public personal information, as defined in Regulation S-P, regarding any Customer; provided, however, that Dealer or Quasar may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to Dealer or Quasar, or as may be required by law. Both parties agree to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.

21. ANTI-MONEY LAUNDERING PROGRAM. Dealer represents and warrants that it has adopted an anti-money laundering program ("AML Program") that complies with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments (the "PATRIOT Act," and together with the Bank Secrecy Act, the "Act"), the rules and regulations under the Act, and the rules, regulations and regulatory guidance of the SEC, the FINRA or any other applicable self-regulatory organization (collectively, "AML Rules and Regulations"). Dealer further represents that its AML Program, at a minimum, (1) designates a compliance officer to administer and oversee the AML Program, (2) provides ongoing employee training, (3) includes an independent audit function to test the effectiveness of the AML Program, (4) establishes internal policies, procedures, and controls that are tailored to its particular business, (5) will include a customer identification program consistent with the rules under section 326 of the Act, (6) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (7) provides for screening all new and existing customers against the Office of Foreign Asset Control ("OFAC") list and any other government list that is or becomes required under the Act, and (8) allows for appropriate regulators to examine Dealer's AML books and records.

22. MARKET TIMING. Dealer represents that it has and will maintain policies and procedures to detect and prevent any market timing transaction that contravenes the restrictions or prohibitions on market timing, if any, as found in the Funds' Prospectus and/or SAI. Dealer acknowledges that it is responsible for the sales activities of its licensed representatives including, among other things, improper trading activity in violation of the terms and conditions of the Funds' Prospectus.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated as of the day and year first written above.

QUASAR DISTRIBUTORS, LLC

By:
Name and Title:

[DEALER]

By:
Name and Title:

SCHEDULE A

First American Funds

FIRST AMERICAN INVESTMENT FUNDS, INC. (available share classes)

Arizona Tax Free Fund (A, C, Y)
Balanced Fund (A, C, R, Y)
California Tax Free Fund (A, C, Y)
Colorado Tax Free Fund (A, C, Y)
Core Bond Fund (A, C, R, Y)
Equity Income Fund (A, C, R, Y)
Equity Index Fund (A, C, R, Y)
Global Infrastructure Fund (A, C, R, Y) High Income Bond Fund (A, C, R, Y)
Inflation Protected Securities Fund (A, C, R, Y) Intermediate Government Bond Fund (A, Y) Intermediate Tax Free Fund (A, Y)
Intermediate Term Bond Fund (A, Y)
International Fund (A, C, R, Y)
International Select Fund (A, C, R, Y) Large Cap Growth Opportunities Fund (A, C, R, Y) Large Cap Select Fund (A, C, R, Y)
Large Cap Value Fund (A, C, R, Y)
Mid Cap Growth Opportunities Fund (A, C, R, Y) Mid Cap Index Fund (A, C, R, Y)
Mid Cap Value Fund (A, C, R, Y)
Minnesota Intermediate Tax Free Fund (A, Y) Minnesota Tax Free Fund (A, C, Y)
Missouri Tax Free Fund (A, C, Y)
Nebraska Tax Free Fund (A, C, Y)
Ohio Tax Free Fund (A, C, Y)
Oregon Intermediate Tax Free Fund (A, Y)

Quantitative Large Cap Core Fund  (A, C, R, Y)
Quantitative Large Cap Growth Fund  (A, C, R, Y)
Quantitative Large Cap Value Fund  (A, C, R, Y)

Real Estate Securities Fund (A, C, R, Y) Short Tax Free Fund (A, Y)
Short Term Bond Fund (A, Y)
Small Cap Growth Opportunities Fund (A, C, R, Y) Small Cap Index Fund (A, C, R, Y)
Small Cap Select Fund (A, C, R, Y)
Small Cap Value Fund (A, C, R, Y)
Small-Mid Cap Core Fund (A, C, Y)
Tax Free Fund (A, C, Y)
Total Return Bond Fund (A, C, R, Y)
U.S. Government Mortgage Fund (A, C, R, Y)

FIRST AMERICAN FUNDS, INC. (available share classes)

Government Obligations Fund (A, Y)
Prime Obligations Fund (A, C, Y)
Tax Free Obligations Fund (A, Y)
Treasury Obligations Fund (A, Y)
U.S. Treasury Money Market Fund (A, Y)

FIRST AMERICAN STRATEGY FUNDS, INC. (available share classes)

Income Builder Fund (A, C, R, Y)
Strategy Aggressive Growth Allocation Fund (A, C, R, Y) Strategy Balanced Allocation Fund (A, C, R, Y) Strategy Conservative Allocation Fund (A, C, R, Y) Strategy Growth Allocation Fund (A, C, R, Y)

FIRST AMERICAN FUNDS
DEFERRED COMPENSATION PLAN FOR DIRECTORS

First Effective January 1, 2000

Amended September 2002

Further Amended July 2004

Further Amended February 2005

Further Amended December 2007

Further Amended December 2008

FIRST AMERICAN FUNDS
DEFERRED COMPENSATION PLAN FOR DIRECTORS

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
SECTION 1. INTRODUCTION..................................................      1
   1.1.  Establishment of Plan
   1.2.  Definitions
            1.2.1.  Account
            1.2.2.  Annual Valuation Date
            1.2.3.  Beneficiary
            1.2.4.  Director
            1.2.5.  Event of Maturity
            1.2.6.  FAF
            1.2.7   Investment Options
            1.2.8.  Plan
            1.2.9.  Plan Administrator
            1.2.10. Plan Statement
            1.2.11. Plan Year
            1.2.12. Valuation Date
   1.3.  Rules of Interpretation
SECTION 2. PARTICIPATION.................................................      3
   2.1.  Participation
   2.2.  Enrollment
   2.3.  Revocation
   2.4.  Prior Years' Enrollments
SECTION 3. ADDITIONS TO ACCOUNTS.........................................      4
SECTION 4. ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS......................      4
   4.1.  Establishment of Accounts
   4.2.  Valuation of Accounts
   4.3.  Adjustment of Accounts
SECTION 5. VESTING OF ACCOUNT............................................      5

SECTION 6. MATURITY......................................................      5
   6.1.  Events of Maturity
   6.2.  Determination of Account
   6.3.  Effect of Maturity upon Further Participation in Plan
SECTION 7. DISTRIBUTION..................................................      5
   7.1.  Time of Distribution
            7.1.1.  Form of Distribution
            7.1.2.  Substantially Equal
            7.1.3.  Default
   7.2.  Designation of Beneficiaries
            7.2.1.  Right to Designate
            7.2.2.  Failure of Designation
            7.2.3.  Definitions
            7.2.4.  Special Rules
            7.2.5.  No Spousal Rights
   7.3.  Death Prior to Full Distribution
   7.4.  Facility of Payment
SECTION 8. FUNDING OF PLAN...............................................      9
   8.1.  Unfunded Agreement
   8.2.  Spendthrift Provision
SECTION 9. AMENDMENT AND TERMINATION.....................................     10
SECTION 10. DETERMINATIONS -- RULES AND REGULATIONS......................     10
   10.1. Determinations
   10.2. Rules and Regulations
   10.3. Method of Executing Instruments
   10.4. Information Furnished by Directors
   10.5. Choice of Law
   10.6. Choice of Venue
SECTION 11. PLAN ADMINISTRATION..........................................     11
   11.1. Administration
   11.2. Establishment of Trust

-ii-

SECTION 12. DISCLAIMERS..................................................     11
   12.1. In General
   12.2. Internal Revenue Code and Taxes
SECTION 13. ADOPTION OF PLAN.............................................     12
EXHIBIT A.  FAF ADOPTING ENTITIES

-iii-

FIRST AMERICAN FUNDS
DEFERRED COMPENSATION PLAN FOR DIRECTORS

SECTION 1

INTRODUCTION

1.1. ESTABLISHMENT OF PLAN. Effective January 1, 2000, the FAF existing on that date authorized the creation of a nonqualified, unfunded deferral plan for the purpose of allowing their Directors to defer the receipt of directors' fees which would otherwise have been paid to the Director. It is intended that income taxes otherwise applicable to the deferred amounts shall be deferred until distributions from this deferral plan are made in accordance with the Plan Statement. At the time of distribution, it is intended that the value of any distribution whether in cash or in-kind made to a director shall be treated as ordinary income. The FAF have reserved the power to amend and terminate this Plan Statement from time to time.

1.2. DEFINITIONS. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1. ACCOUNT -- the separate bookkeeping account representing the unfunded and unsecured general obligation of the respective FAF established with respect to each Director to which is credited the dollar amounts specified in
Section 3 and Section 4 and from which are subtracted payments made pursuant to
Section 6 and Section 7. To the extent necessary to accommodate different distribution elections made pursuant to Section 2, the Account shall be maintained as separate sub-accounts in sufficient number to accommodate each such distribution election. The Plan Administrator shall be responsible to establish and maintain the Accounts.

1.2.2. ANNUAL VALUATION DATE -- each December 31.

1.2.3. BENEFICIARY -- a person designated by a Director (or automatically by operation of this Plan Statement) to receive all or a part of the Director's Account in the event of the Director's death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Director.

1.2.4. DIRECTOR -- an individual serving on the board of directors of any of the FAF who is not at the same time a common law employee of U.S. Bancorp or any of its affiliates or legal successors.

1.2.5. EVENT OF MATURITY -- any of the occurrences described in Section 6 by reason of which a Director or Beneficiary may become entitled to a distribution from the Plan.

1.2.6. FAF -- the corporate entities (and their legal successors in interest as applicable) which have adopted this Plan as indicated on Exhibit A attached hereto, which may be revised from time-to-time. Each corporate entity adopting this Plan shall be responsible only

for its respective obligations to the Directors. As the context requires, this term shall refer to either a single participating entity or to all participating entities.

1.2.7. INVESTMENT OPTIONS -- the certain classes of shares of the FAF which are open-end mutual funds designated by the Plan Administrator as the investment options under the Plan which determine the investment credit increases or decreases of the Accounts pursuant to Section 4.2 below.

1.2.8. PLAN -- the income deferral program maintained pursuant to this Plan Statement by the FAF and established for the benefit of Directors eligible to participate therein. (As used herein, "Plan" does not refer to the documents pursuant to which the Plan is maintained. Those documents are referred to herein as the "Plan Statement"). The Plan shall be referred to as the "FIRST AMERICAN FUNDS DEFERRED COMPENSATION PLAN FOR DIRECTORS."

1.2.9. PLAN ADMINISTRATOR -- the administrator of the plan shall be U.S. Bancorp Asset Management, Inc., a subsidiary of U.S. Bank National Association, or such other person or entity accepting such responsibility in writing pursuant to an authorized delegation by U.S. Bancorp Asset Management, Inc.

1.2.10. PLAN STATEMENT -- this document entitled "FIRST AMERICAN FUNDS DEFERRED COMPENSATION PLAN FOR DIRECTORS" effective as of January 1, 2000 as adopted by the boards of directors of the FAF existing on January 1, 2000, as the same may be amended from time to time thereafter.

1.2.11. PLAN YEAR -- the twelve (12) consecutive month period ending on any Annual Valuation Date.

1.2.12. VALUATION DATE -- the Annual Valuation Date and each business day of the Plan Year.

1.3. RULES OF INTERPRETATION. Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words "hereof," "herein" or "hereunder" or other similar compounds of the word "here" shall mean and refer to this entire Plan Statement and not to any particular paragraph or section of this Plan Statement unless the context clearly indicates to the contrary. The titles given to the various sections of this Plan Statement are inserted for convenience of reference only and are not part of this Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof. Any reference in this Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation. This document has been executed and delivered in the State of Minnesota and has been drawn in conformity to the laws of that State and shall be construed and enforced in accordance with the laws of the State of Minnesota.

-2-

SECTION 2

PARTICIPATION

2.1. PARTICIPATION. Each Director shall be a participant in the Plan with respect to a particular FAF as of the latter of (1) January 1, 2000; (2) the day on which such FAF adopts this Plan; or (3) the day on which he or she first becomes a Director of such FAF.

2.2. ENROLLMENT AND INVESTMENT ELECTION. Except as set forth in the following sentence, after the year in which this Plan first took effect, a Director may elect to enroll in the Plan for a given Plan Year only before the first day of that Plan Year. An individual who becomes a Director during a Plan Year (or less than 30 days before the start of a Plan Year) may elect to enroll in the Plan for that Plan Year only on or before the 30th day after he or she becomes a Director, and only if the individual has not previously participated in any other voluntary deferral plans of FAF. A Director may make an investment election at any time. An investment election shall apply to all future contributions and shall also apply to (i.e., it shall REBALANCE) any existing Account balance for the affected Director. Once made, the enrollment election shall be irrevocable for the remainder of the Plan Year with respect to which it is made. Once made, an investment election shall remain in effect until a new investment election is made. If a Director does not make a new investment election at the beginning of a subsequent Plan Year, his or her account shall be rebalanced on the first day of such Plan Year to the investment election then in effect. Each such enrollment and investment election shall designate in writing or such other electronically communicated means which has been sanctioned and expressly communicated by the Plan Administrator as an allowable means of enrollment and/or investment election, e.g., internet e-mail, voice response telephonic or other electronically communicated means to the extent such means are sanctioned by the Plan Administrator all of the following:

(a) in the case of such enrollment, the amount or portion of the Director's annual retainer and meeting fees from all of the FAF in the minimum aggregate annual amount of at least $10,000 as determined as of a date specified by the Plan Administrator during the Plan Year which shall not be paid to the Director in cash or in-kind in FAF shares but instead shall be credited to this Plan under Section 3 and
Section 4 and distributed from this Plan under Section 6 and Section 7;

(b) in the case of such enrollment, the manner in which the amounts attributable to such credits shall be paid to the Director in accordance with Section 7; and

(c) in the case of such investment election, the percentages of the Director's Accounts to be invested in the available Investment Options.

2.3. EVERGREEN ELECTION/RE-BALANCING. Should a Director fail to make a subsequent enrollment and investment election following his or her initial election, the elections in effect for the immediately prior Plan Year shall continue in effect for the subsequent Plan Year or until

-3-

changed, as the case may be. Directors' Account balances shall be rebalanced each time they make a new investment election and, if a new investment election is not made with respect to a new Plan Year, on the first day of such Plan Year, to reflect such new investment election in the former case and to reflect the then-existing investment election in the latter case.

2.4. REVOCATION. A Director's enrollment with respect to all deferrals under this Plan shall terminate upon the occurrence of the first of the following: (i) an Event of Maturity or (ii) the last day of the Plan Year in which the Director files a written revocation of the Director's enrollment.

2.5. RULES. Operational and procedural rules applicable to the investment election process shall be established by the Plan Administrator and communicated in Plan summaries provided to the Directors, operational forms or other means as deemed appropriate by the Plan Administrator.

SECTION 3

ADDITIONS TO ACCOUNTS

The applicable FAF entity shall credit to the Account of each Director such amount as the Director in his or her sole discretion shall have determined in accordance with Section 2.2. The amount shall be separately determined by each Director and need not be equal or bear a uniform relationship to the deferrals of other Directors. The amount so allocated to a Director shall be credited to such Director's Account as of the Valuation Date in the month for which it is made. Such crediting shall take place at the time and in the manner determined by the Plan Administrator.

SECTION 4

ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS

4.1. ESTABLISHMENT OF ACCOUNTS. There shall be established for each participant an unfunded bookkeeping Account with respect to each FAF for which the participant acts as Director, which shall be adjusted each Valuation Date.

4.2. VALUATION OF ACCOUNTS. The value of each Account shall be determined as of each Valuation Date (the "current Valuation Date"), which valuation shall reflect, as nearly as practicable, the effect of the applicable Investment Option(s) used to credit earnings (or losses) to the Account and the effect of any expenses charged to the Account.

4.3. ADJUSTMENT OF ACCOUNTS. The value of each Account shall be increased or decreased from time to time for distributions, contributions, crediting of reflective investment increases and decreases and expenses charged to the Account.

SECTION 5

-4-

VESTING OF ACCOUNT

The Account of each Director shall be fully (100%) vested at all times.

SECTION 6

MATURITY

6.1. EVENTS OF MATURITY. A Director's Account shall mature and become distributable in accordance with Section 7 upon the earliest to occur of any of the following events while serving as a Director of a FAF:

(a) his or her death, or

(b) his or her removal or resignation from the board of directors (and any officership which he or she holds) of all of the FAF entity for which he or she serves as Director, whether voluntary or involuntary, (which shall include his or her retirement from the board of directors of the applicable FAF entity) or

(c) termination of the Plan ; provided, however, that with respect to deferrals of directors' fees which are earned on and after January 1, 2005, a Director's Account shall become distributable upon termination of the Plan only if the Plan Administrator is advised by counsel that this is consistent with then-existing interpretations of Section 409A of the Internal Revenue Code.

For purposes of this section, a removal or resignation shall occur only if it is a separation from service as defined under section 409A of the Code.

6.2. EFFECT OF MATURITY UPON FURTHER PARTICIPATION IN PLAN. On the occurrence of an Event of Maturity, a Director shall cease to have any interest in the Plan other than the right to receive payment of his or her Account as provided in
Section 7 hereof, adjusted from time to time as provided in Section 4.

SECTION 7

DISTRIBUTION

7.1. TIME OF DISTRIBUTION. As soon as administratively feasible following the occurrence of an Event of Maturity effective as to a Director, the Plan Administrator shall commence payment of such Director's Account in the manner designated by the Director. The manner designated by the Director shall have been elected during the Director's initial enrollment or, if

-5-

subsequently revised, as designated at least twelve months prior to a Director's Event of Maturity. If a Director submitted a change in his or her election as to the manner of distribution less than twelve months prior to the Director's Event of Maturity, the previous election shall control. In addition, with respect to deferrals of directors' fees which are earned on and after January 1, 2005, if a Director changes his or her designation of the manner of distribution, the first distribution shall be delayed by five years and paid on the date that is five years after the date it was to be paid and each subsequent installment (if any) shall also be delayed by five years and paid on the date that is five years after the date it was to be paid.

7.1.1. FORM AND MANNER OF DISTRIBUTION. In accordance with a Director's written elections, distribution shall be made in cash and either:

(a) In a series of substantially equal annual installments payable over five years;

(b) In a series of substantially equal annual installments payable over ten years; or

If a Director elects (a) or (b) above, he or she may continue to make and change investment elections as to the undistributed amount during the distribution period in the manner set forth in Section 2 hereof.

7.1.2. SUBSTANTIALLY EQUAL. Distributions shall be considered to be substantially equal if the amount of the distribution in a particular manner required to be made for each Plan Year (the "distribution year") is determined by dividing the remaining amount distributable in that manner as of the annual Valuation Date in the Plan Year immediately preceding the distribution year (such preceding Plan Year being the "valuation year") by the number of remaining installment payments to be made (including the distribution being determined).

7.1.3. DEFAULT. If for any reason a Director shall have failed to make a written designation and manner of distribution (including reasons entirely beyond the control of the Director), the distribution shall be made in a single lump sum during the January following the Director's Event of Maturity. No spouse, former spouse, Beneficiary or other person shall have any right to participate in the Director's selection of the manner of distribution.

7.2. DESIGNATION OF BENEFICIARIES.

7.2.1. RIGHT TO DESIGNATE. Each Director may designate, upon forms to be furnished by and filed with Plan Administrator, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified part of such Director's Account in the event of such Director's death. The Director may change or revoke any such designation at any time and from time to time without notice to or consent from any Beneficiary. No such designation, change or

-6-

revocation shall be effective unless executed by the Director and received by Plan Administrator during the Director's lifetime.

7.2.2. FAILURE OF DESIGNATION. If a Director:

(a) fails to designate a Beneficiary,

(b) designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

such Director's Account, or the part thereof as to which such Director's designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries with a member surviving the Director and (except in the case of surviving issue) in equal shares if there is more than one member in such class surviving the Director:

Director's surviving spouse
Director's surviving issue per stirpes and not per capita Director's surviving parents
Director's surviving brothers and sisters Representative of Director's estate.

7.2.3. DEFINITIONS. When used herein and, unless the Director has otherwise specified in the Director's Beneficiary designation, when used in a Beneficiary designation, "issue" means all persons who are lineal descendants of the person whose issue are referred to, including legally adopted descendants and their descendants but not including illegitimate descendants and their descendants; "child" means an issue of the first generation; "per stirpes" means in equal shares among living children of the person whose issue are referred to and the issue (taken collectively) of each deceased child of such person, with such issue taking by right of representation of such deceased child; and "survive" and "surviving" mean living after the death of the Director.

7.2.4. SPECIAL RULES. Unless the Director has otherwise specified in the Director's Beneficiary designation, the following rules shall apply:

(a) If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Director, it shall be deemed that the Beneficiary was not living at the time of the death of the Director.

(b) The automatic Beneficiaries specified in Section 7.2.2 and the Beneficiaries designated by the Director shall become fixed at the time of the Director's death so that, if a Beneficiary survives the Director but dies before the receipt of all payments due such Beneficiary hereunder, such

-7-

remaining payments shall be payable to the representative of such Beneficiary's estate.

(c) If the Director designates as a Beneficiary the person who is the Director's spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Director and such person shall automatically revoke such designation. (The foregoing shall not prevent the Director from designating a former spouse as a Beneficiary on a form executed by the Director and received by the Plan Administrator after the date of the legal termination of the marriage between the Director and such former spouse, and during the Director's lifetime.)

(d) Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Director shall be given effect without regard to whether the relationship to the Director exists either then or at the Director's death.

(e) Any designation of a Beneficiary only by statement of relationship to the Director shall be effective only to designate the person or persons standing in such relationship to the Director at the Director's death.

The Plan Administrator shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

7.2.5. NO SPOUSAL RIGHTS. No spouse or surviving spouse of a Director and no person designated to be a Beneficiary shall have any rights or interest in the benefits accumulated under this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Director.

7.3. DEATH PRIOR TO FULL DISTRIBUTION. If a Director dies after an Event of Maturity but before distribution of such Director's Account has been completed, the remaining undistributed Account shall be distributed in the same manner as hereinbefore provided in Section 7.1. If, at the death of the Director, any payment to the Director was due or otherwise pending but not actually paid, the amount of such payment shall be included in the Account which are payable to the Beneficiary (and shall not be paid to the Director's estate).

7.4. FACILITY OF PAYMENT. In case of the legal disability of a Director or Beneficiary entitled to receive any distribution under the Plan, payment shall be made, if the Plan Administrator shall be advised of the existence of such condition:

(a) to the duly appointed guardian, conservator or other legal representative of such Director or Beneficiary, or

-8-

(b) to a person or institution entrusted with the care or maintenance of the incompetent or disabled Director or Beneficiary, provided such person or institution has satisfied the Plan Administrator that the payment will be used for the best interest and assist in the care of such Director or Beneficiary, and provided further, that no prior claim for said payment has been made by a duly appointed guardian, conservator or other legal representative of such Director or Beneficiary.

Any payment made from the Director's Account in accordance with the foregoing provisions of this section shall constitute a complete discharge of any liability or obligation of the applicable FAF entity therefor.

SECTION 8

FUNDING OF PLAN

8.1. UNFUNDED AGREEMENT. The obligation to pay the balance of an Account to a Director shall be solely and exclusively the obligation of the applicable FAF entity. Such obligation constitutes only the unsecured (but legally enforceable) promise of the applicable FAF entity to make such payments. The Director shall have no lien, prior claim or other security interest in any property of the FAF. The FAF may, but is not required to, establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan. If such a fund, trust or account is established, the property therein shall remain the sole and exclusive property of the FAF. Each FAF will pay its portion of the cost of this Plan out of its general assets. All references to accounts, accruals, gains, losses, income, expenses, payments, custodial funds and the like are included merely for the purpose of measuring each FAF's obligation to its Directors under this Plan and shall not be construed to impose on the FAF the obligation to create any separate fund for purposes of this Plan.

8.2. SPENDTHRIFT PROVISION. No Director or Beneficiary shall have any transmissible interest in any Account nor shall any Director or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the applicable FAF, nor shall any FAF recognize any assignment thereof, either in whole or in part, nor shall any Account be subject to attachment, garnishment, execution following judgment or other legal process while in the possession or control of the applicable FAF.

The power to designate Beneficiaries to receive the Account of a Director in the event of such Director's death shall not permit or be construed to permit such power or right to be exercised by the Director so as thereby to anticipate, pledge, mortgage or encumber such Director's Account or any part thereof, and any attempt of a Director so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the applicable FAF.

-9-

This section shall not prevent any FAF from exercising, in its discretion, any of the applicable powers and options granted to it upon the occurrence of an Event of Maturity, as such powers may be conferred upon it by any applicable provision hereof.

SECTION 9

AMENDMENT AND TERMINATION

The Boards of Directors of the FAF reserve the power to amend or terminate the Plan as applicable to any one or more of the FAF. Any amendment must either be adopted unanimously by all Boards of Directors of all of the FAF or, in lieu of unanimous approval, the Plan Administrator may adopt an amendment or terminate this Plan as applicable to any one or more of the FAF entities. No amendment or termination of the Plan, however, shall reduce a Director's Account earned as of the date of such amendment unless the Director so affected consents thereto in writing. A Director's Account earned as of the date of an amendment or termination shall be determined as if the Director had an Event of Maturity on that date.

SECTION 10

DETERMINATIONS -- RULES AND REGULATIONS

10.1. DETERMINATIONS. The Plan Administrator shall make such determinations as may be required from time to time in the administration of the Plan. The Plan Administrator, in its sole discretion, shall have the authority and responsibility to interpret and construe the Plan Statement and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of Directors and Beneficiaries, and the amounts of their respective interests. Each interested party may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

10.2. RULES AND REGULATIONS. Any rule not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

10.3. METHOD OF EXECUTING INSTRUMENTS. Information to be supplied or written notices to be made or consents to be given by a FAF pursuant to any provision of this Plan Statement may be signed in the name of the FAF or the Plan Administrator by any officer or director thereof who has been authorized to make such certification or to give such notices or consents.

10.4. INFORMATION FURNISHED BY DIRECTORS. Neither the applicable FAF nor the Plan Administrator shall be liable or responsible for any error in the computation of the Account of a Director resulting from any misstatement of fact made by the Director, directly or indirectly, to such FAF, and used by it in determining the Director's Account. Neither the applicable FAF nor the Plan Administrator shall be obligated or required to increase the Account of such Director which, on discovery of the misstatement, is found to be understated as a result of such

-10-

misstatement of the Director. However, the Account of any Director which are overstated by reason of any such misstatement shall be reduced to the amount appropriate in view of the truth.

10.5. CHOICE OF LAW. Except to the extent that federal law is controlling, this Plan shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to any choice of law provisions.

10.6. CHOICE OF VENUE. Any claim or action brought with respect to this Plan shall be brought in the Federal courts of the State of Minnesota.

SECTION 11

PLAN ADMINISTRATION

The Plan Administrator is the person, entity or committee identified in Section
1.2.9. The functions generally assigned to the Plan Administrator shall be discharged by the Plan Administrator or delegated and allocated to such other person(s) authorized by the boards of directors of the FAF.

SECTION 12

DISCLAIMERS

12.1. IN GENERAL. Neither the terms of this Plan Statement nor the benefits hereunder nor the continuance thereof shall be an obligation of any Director. The FAF shall not be obliged to continue the Plan. The terms of this Plan Statement shall not give any Director the right to be retained on the boards of directors of the FAF. Neither the FAF nor any of their officers nor any member of their boards of directors in any way secure or guarantee the payment of any benefit or amount which may become due and payable hereunder to any Director or to any Beneficiary or to any creditor of a Director or a Beneficiary. Each Director, Beneficiary or other person entitled at any time to payments hereunder shall look solely to the assets of the FAF for such payments or to the Account distributed to any Director or Beneficiary, as the case may be, for such payments. In each case where an Account shall have been distributed to a former Director or a Beneficiary or to the person or any one of a group of persons entitled jointly to the receipt thereof and which purports to cover in full the benefit hereunder, such former Director or Beneficiary, or such person or persons, as the case may be, shall have no further right or interest in the other assets of the FAF. Neither the FAF nor any of their officers nor any member of their boards of directors shall be under any liability or responsibility for failure to effect any of the objectives or purposes of the Plan by reason of the insolvency of any FAF. The FAF and their officers and the members of their boards of directors shall not be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of this Plan Statement or pursuant to procedures set forth in this Plan Statement.

-11-

12.2. INTERNAL REVENUE CODE AND TAXES. This Plan is maintained as a nonqualified deferred compensation plan under section 409A of the Code and shall be interpreted in a manner to comply with section 409A of the Code. Notwithstanding the foregoing, neither FAF nor any of its officers, Directors, agents or affiliates shall be obligated, directly or indirectly, to any Director or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Director or other person on account of any amounts under this Plan or on account of any failure to comply with the Code.

SECTION 13

ADOPTION OF PLAN

As documented by their authorized board resolutions adopting this Plan, the boards of directors of the FAF existing as of January 1, 2000 hereby adopt this Plan Statement effective as of January 1, 2000. Additional corporate entities may adopt this Plan with the documented approval of their boards of directors and the Plan Administrator.

-12-

EXHIBIT A

Effective January 1, 2000

Supplemented February 2005 and December 2007

FAF Adopting Entities:

FIRST AMERICAN INVESTMENT FUNDS, INC.
FIRST AMERICAN FUNDS, INC.
FIRST AMERICAN STRATEGY FUNDS, INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.-II AMERICAN STRATEGIC INCOME PORTFOLIO INC.-III AMERICAN SELECT PORTFOLIO INC.
AMERICAN MUNICIPAL INCOME PORTFOLIO INC. MINNESOTA MUNICIPAL INCOME PORTFOLIO INC. AMERICAN INCOME FUND, INC.
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC. MOUNT VERNON SECURITIES LENDING TRUST

-13-

.
.

FIRST AMERICAN FUNDS
DEFERRED COMPENSATION PLAN FOR DIRECTORS
SUMMARY OF TERMS
[Amended December 2008]

ELIGIBILITY                      -    All directors of the First American Fund
                                      family that are not employees of U.S.
                                      Bancorp

ACCOUNT CREDITS                  -    Credits are equal to the amount of annual
                                      retainer and meeting fees that the
                                      Director elects to defer into the plan

ENROLLMENT                       -    Written election must be made before first
                                      day of the calendar year affected

                                 -    Enrollment elections remain in effect
                                      until the end of the year in which the
                                      Director revokes or modifies the election

                                 -    Investment elections may be changed at any
                                      time.

MINIMUM ELECTION                 -    Directors must elect to defer at least
                                      $10,000 into the plan in any year in which
                                      the Director elects to participate

ACCOUNT ADJUSTED VALUE           -    Account value is adjusted as if invested
                                      (in 10% increments) in selected menu of
                                      open-end First American Funds designated
                                      by the Director

                                 -    Each investment election applies to future
                                      contributions and existing Account
                                      balances

                                 -    Accounts are rebalanced when a new
                                      investment election is made. In addition,
                                      if no new investment election is made for
                                      the start of a year, existing Account is
                                      rebalanced to the most recent prior
                                      election.

VESTING                          -    All amounts are 100% vested

FORM OF DISTRIBUTION             -    Cash

                                 -    Three forms are available:

                                      -    Five substantially equal annual
                                           installments

                                      -    Ten substantially equal annual
                                           installments

                                      -    Single lump sum

                                 -    Changes in the form of distribution
                                      previously elected are subject to certain
                                      limitations set forth in the Plan.

WHEN DISTRIBUTIONS COMMENCE      -    As soon as administratively feasible
                                      following the earliest of:

                                      -    The Director's death

                                      -    The Director's removal or resignation
                                           from the Board

                                      -    Termination of the Plan (if
                                           consistent with then-current tax law
                                           interpretations)

INCOME DEFERRAL                  -    Tax is deferred until distribution is
                                      available

                                 -    Distributions are ordinary income

OBLIGATION OF THE COMPANY        -    Accounts under the plan are obligations of
                                      the Funds

ASSIGNMENT                       -    Account cannot be assigned or pledged

BENEFICIARIES                    -    Director may designate beneficiaries to
                                      receive Account after death

ADMINISTRATION                   -    Administered by FAF Advisors, Inc.

AMENDMENT TO CUSTODIAN AGREEMENT
DATED AS OF JUNE 19, 2008

WHEREAS, State Street Bank and Trust Company (the "Custodian") acts as the custodian for certain series (each series a "Portfolio," collectively, the "Portfolios") of First American Investment Funds, Inc. (the "Fund") pursuant to a Custodian Agreement dated July 1, 2005 between the Custodian and the Fund (the "Agreement"); and

WHEREAS, Section 14 of the Agreement provides that the Custodian is entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund, on behalf of each applicable Portfolio, and the Custodian; and

WHEREAS, the Fund, on behalf of each applicable Portfolio, and the Custodian have agreed that the compensation paid under the Global Custody Fee Schedule attached hereto constitutes reasonable compensation for the services provided, and expenses incurred, by the Custodian under the Agreement.

NOW, THEREFORE, the Custodian and Fund, intending to be legally bound, agree that the Custodian shall be paid according to the Global Custody Fee Schedule attached hereto, in satisfaction of Section 14 of the Agreement, until the parties agree otherwise.

IN WITNESS WHEREOF, the Custodian and the Fund have caused this amendment to be executed as of the date first above written by their duly authorized officers.

FIRST AMERICAN INVESTMENT FUNDS, INC.   STATE STREET BANK AND TRUST COMPANY


By: /s/ Charles D. Gariboldi, Jr.       By: /s/ John M. Stratton
    ---------------------------------       ------------------------------------
Name: Charles D. Gariboldi, Jr.         Name: John M. Stratton
Title: Treasurer                        Title: SVP

STATE STREET

FIRST AMERICAN INVESTMENT FUNDS, INC.
GLOBAL CUSTODY FEE SCHEDULE

CUSTODY: Maintain custody of fund assets. Settle portfolio purchases and sales. Report buy and sell fails. Determine and collect portfolio income. Make cash disbursements and report cash transactions in local and base currency. Withhold foreign taxes. File foreign tax reclaims. Monitor corporate actions. Report portfolio positions. All in accordance with Custodian Agreement terms and provisions.

                     *HOLDING CHARGES     TRANSACTION
                      IN BASIS POINTS       CHARGES
      COUNTRY          (ANNUAL FEE)       (PER TRADE)
------------------   ----------------   --------------
Argentina                  15.0                   $ 50
Australia                   1.0                   $ 40
Austria                     5.0                   $ 40
Bahrain                    15.0                   $ 75
Bangladesh                 15.0                   $ 75
Belgium                     3.0                   $ 50
Bermuda                    20.0                   $100
Bolivia                    10.0                   $ 50
Botswana                   50.0                   $100
Brazil                     10.0                   $ 50
Bulgaria                   20.0                   $ 60
Canada                     1.75                   $ 25
Chile                      15.0                   $ 75
China                      15.0                   $ 50
Colombia                   35.0                   $ 75
Croatia                    40.0                   $ 75
Cyprus                     45.0                   $ 50
Czech Republic             15.0                   $100
Denmark                    1.75                   $ 40
Ecuador                    40.0                   $100
Egypt                      15.0                   $100
Estonia                    36.0                   $ 50
Euroclear                  1.75                   $ 25
Finland                     4.0                   $ 50
France                      2.0                   $ 40
Germany                     1.5                   $ 40
Ghana                      50.0                   $100
Greece                     40.0                   $125
Hong Kong                   4.0                   $ 50
Hungary                    40.0                   $100
Iceland                    10.0                   $ 50
India                      30.0                   $100
Indonesia                  10.0                   $ 50
Ireland                     3.0                   $ 50
Israel                     15.0                   $ 75
Italy                       2.0                   $ 25
Ivory Coast                15.0                   $ 50
Jamaica                    25.0                   $ 50
Japan                       1.0                   $ 30
Jordan                     25.0                   $ 60
Kenya                      50.0                   $150
Latvia                      5.0                   $ 50

                     *HOLDING CHARGES     TRANSACTION
                      IN BASIS POINTS       CHARGES
     COUNTRY            (ANNUAL FEE)      (PER TRADE)
------------------   ----------------   --------------
Lebanon                    15.0                   $ 75
Lithuania                  10.0                   $ 50
Luxembourg                 35.0                   $100
Malaysia                   10.0                   $ 50
Mauritius                  20.0                   $ 75
Mexico                     10.0                   $ 50
Morocco                    20.0                   $ 60
Namibia                    20.0                   $ 50
Netherlands                 3.0                   $ 25
New Zealand                 5.0                   $ 50
Norway                      5.0                   $ 25
Oman                       40.0                   $ 50
Pakistan                   20.0                   $ 60
Peru                       25.0                   $ 60
Philippines                15.0                   $ 75
Poland                     15.0                   $100
Portugal                   1.75                   $100
Puerto Rico                1.75                   $ 50
Romania                    15.0                   $ 50
Russia                     25.0                   $ 60
Singapore                   5.0                   $ 50
Slovakia                   45.0                   $125
Slovak Republic            40.0                   $100
Slovenia                   35.0                   $ 50
South Africa               10.0                   $ 50
South Korea                 8.0                   $ 75
Spain                       2.0                   $ 25
Sri Lanka                  15.0                   $100
Swaziland                  15.0                   $ 50
Sweden                      4.0                   $ 25
Switzerland                 1.5                   $ 25
Taiwan                     15.0                   $ 75
Thailand                   10.0                   $ 50
Trinidad & Tobago          35.0                   $100
Tunisia                    45.0                   $125
Turkey                     15.0                   $ 75
Ukraine                    50.0                   $ 50
United Kingdom              1.0                   $ 25
Uruguay                    50.0                   $ 50
USA                         .75         See list below
Venezuela                  45.0                   $125
Zambia                     30.0                   $ 50
Zimbabwe                   25.0                   $ 50

PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED (DOMESTIC)

State Street Repos                                 $ 7.00
DTC or Fed Book Entry                              $12.00
New York Physical Settlements                      $25.00
PTC Purchase, Sale, Deposit or Withdrawal          $12.00
Option Charge for each option written or closing
   contract, per issue, per broker                 $25.00
Option expiration/option exercised                 $15.00
Interest rate Futures - no security movement       $ 8.00
Foreign Exchange                                   $15.00
3rd Party Foreign Exchange                         $25.00
All other trades                                   $25.00

SPECIAL SERVICES:

Fees for activities of a non-recurring nature such as fund consolidations or reorganizations, extraordinary security shipments and the preparation of special reports will be subject to negotiation. These services include, but are not limited to the following: fees for fund administration activities, self directed securities lending, linkages/feeds with third party lending agents, development of customized reports, financial reporting, and access to State Street systems.

OUT-OF-POCKET EXPENSES:

A billing for the recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following:

- Communications costs (telephone, lease lines, etc.)

- Postage and insurance

- Courier service

- Duplicating

- Non-recurring legal fees

- Supplies related to funds records

- 38a-1 Fees (State Street)

- PriceWaterhouseCoopers (38a-1) Agreed Upon Procedures Letter

- Third-party internal control review letter

- Travel and lodging for Board meetings if attendance is required

- Third Party Vendor Costs (Pricing, Portfolio Analytics & Market Data)

- FAS 157

PAYMENT:

The above fees and out-of-pocket expenses will be billed monthly and charged to the fund's demand deposit account (maintained by the Custodian) five (5) days after the invoice is mailed to the fund's offices.

OVERDRAFT CALCULATION POLICY:

All USD overdraft compensation will be calculated at Fed Funds + 100 Basis Points. All overdrafts in foreign currency are periodically set in conjunction with market events and practices.

BALANCE CREDITS: Balance credits are calculated at 75% of the average Federal Funds rate for the month applied to the average positive collected balances for the month. Balance credits can be used to offset fees. Any credits in excess of fees will be carried forward from month to month, but not past December 31 of any given year.

This fee schedule is effective January 1, 2008 and is for all funds detailed in Schedule A.

FIRST AMERICAN INVESTMENT FUNDS, INC.   STATE STREET


BY: /S/ CHARLES D. GARIBOLDI            BY: /S/ JOHN M. STRATTON
    ---------------------------------       ------------------------------------
TITLE: TREASURER                        TITLE: SVP
DATE: 6/23/08                           DATE: 7/14/08

SCHEDULE A

First American International Fund
First American International Select Fund
First American Global Infrastructure Fund

Exhibit (i)

DORSEY & WHITNEY LLP

SUITE 1500
50 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402

February 27, 2009

First American Investment Funds, Inc.
800 Nicollet Mall
Minneapolis, Minnesota 55402

Ladies and Gentlemen:

We have acted as counsel to First American Investment Funds, Inc., a Maryland corporation (the "Company"), in rendering the opinion hereinafter set forth with respect to the authorization of the classes and series of the Company's common shares, par value $0.0001 per share, which are identified in Exhibit A to this opinion letter, which are also known by the names set forth opposite their respective class and series designations in Exhibit A. The shares of the Company identified in Exhibit A are referred to herein collectively as the "Shares."

We understand that the Shares are being registered under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, pursuant to the Company's Registration Statement on Form N-1A (File No. 33-16905) relating to such shares (the "Registration Statement"). In rendering the opinion hereinafter expressed, we have reviewed the corporate proceedings taken by the Company in connection with the authorization and issuance of the Shares, and we have reviewed such questions of law and examined copies of such corporate records of the Company, certificates of public officials and of responsible officers of the Company, and other documents as we have deemed necessary as a basis for such opinion. As to the various matters of fact material to such opinion, we have, when such facts were not independently established, relied to the extent we deemed proper on certificates of public officials and of responsible officers of the Company. In connection with such review and examination, we have assumed that all copies of documents provided to us conform to the originals and that all signatures are genuine.

In addition, in rendering the opinion hereinafter expressed, we have assumed, with the concurrence of the Company, that all of the Shares will be issued and sold upon the terms and in the manner set forth in the Registration Statement; that the Company will not issue Shares in excess of the numbers authorized in the Company's articles of incorporation as in effect at the respective dates of issuance; and that the Company will maintain its corporate existence and good standing under the laws of the State of Maryland in effect at all times after the date of this opinion.

Based on the foregoing, it is our opinion that the Shares issued from and after the date hereof, when issued and delivered by the Company as described in the Registration Statement, will be legally issued and fully paid and non-assessable.

In rendering the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the State of Maryland. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

                                             /s/ Dorsey & Whitney LLP

JDA

Exhibit A to February 27, 2009 Dorsey & Whitney Opinion Letter to First American Investment Funds, Inc.

Designation of Shares in
Articles of Incorporation
or Articles Supplementary Name
------------------------ ----
Class D Common Shares ...................................... Large Cap Value Fund, Class A
Class D, Series 2 Common Shares............................. Large Cap Value Fund, Class Y
Class D, Series 3 Common Shares............................. Large Cap Value Fund, Class B
Class D, Series 4 Common Shares............................. Large Cap Value Fund, Class C
Class D, Series 5 Common Shares............................. Large Cap Value Fund, Class R
Class E Common Shares ...................................... Mid Cap Value Fund, Class A
Class E, Series 2 Common Shares............................. Mid Cap Value Fund, Class Y
Class E, Series 3 Common Shares............................. Mid Cap Value Fund, Class B
Class E, Series 4 Common Shares............................. Mid Cap Value Fund, Class C
Class E, Series 5 Common Shares............................. Mid Cap Value Fund, Class R
Class G Common Shares ...................................... Balanced Fund, Class A
Class G, Series 2 Common Shares............................. Balanced Fund, Class Y
Class G, Series 3 Common Shares............................. Balanced Fund, Class B
Class G, Series 4 Common Shares............................. Balanced Fund, Class C
Class G, Series 5 Common Shares............................. Balanced Fund, Class R
Class H Common Shares ...................................... Equity Index Fund, Class A
Class H, Series 2 Common Shares............................. Equity Index Fund, Class Y
Class H, Series 3 Common Shares............................. Equity Index Fund, Class B
Class H, Series 4 Common Shares............................. Equity Index Fund, Class C
Class H, Series 5 Common Shares............................. Equity Index Fund, Class R
Class P Common Shares ...................................... Small-Mid Cap Core Fund, Class A
Class P, Series 2 Common Shares............................. Small-Mid Cap Core Fund, Class Y
Class P, Series 3 Common Shares............................. Small-Mid Cap Core Fund, Class B
Class P, Series 4 Common Shares............................. Small-Mid Cap Core Fund, Class C
Class Q Common Shares ...................................... International Fund, Class A
Class Q, Series 2 Common Shares............................. International Fund, Class Y
Class Q, Series 3 Common Shares............................. International Fund, Class B
Class Q, Series 4 Common Shares............................. International Fund, Class C
Class Q, Series 5 Common Shares............................. International Fund, Class R
Class T Common Shares ...................................... Equity Income Fund, Class A
Class T, Series 2 Common Shares............................. Equity Income Fund, Class B
Class T, Series 3 Common Shares............................. Equity Income Fund, Class Y
Class T, Series 4 Common Shares............................. Equity Income Fund, Class C
Class T, Series 5 Common Shares............................. Equity Income Fund, Class R
Class V Common Shares ...................................... Real Estate Securities Fund, Class A
Class V, Series 2 Common Shares............................. Real Estate Securities Fund, Class B
Class V, Series 3 Common Shares............................. Real Estate Securities Fund, Class Y
Class V, Series 4 Common Shares............................. Real Estate Securities Fund, Class C

Designation of Shares in
Articles of Incorporation
or Articles Supplementary Name
------------------------- ----
Class V, Series 5 Common Shares............................. Real Estate Securities Fund, Class R
Class AA Common Shares ..................................... Small Cap Value Fund, Class A
Class AA, Series 2 Common Shares............................ Small Cap Value Fund, Class B
Class AA, Series 3 Common Shares............................ Small Cap Value Fund, Class Y
Class AA, Series 4 Common Shares............................ Small Cap Value Fund, Class C
Class AA, Series 5 Common Shares............................ Small Cap Value Fund, Class R
Class QQ Common Shares ..................................... Large Cap Growth Opportunities Fund, Class A
Class QQ, Series 2 Common Shares............................ Large Cap Growth Opportunities Fund, Class B
Class QQ, Series 3 Common Shares............................ Large Cap Growth Opportunities Fund, Class C
Class QQ, Series 4 Common Shares............................ Large Cap Growth Opportunities Fund, Class Y
Class QQ, Series 5 Common Shares............................ Large Cap Growth Opportunities Fund, Class R
Class SS Common Shares ..................................... Mid Cap Growth Opportunities Fund, Class A
Class SS, Series 2 Common Shares............................ Mid Cap Growth Opportunities Fund, Class B
Class SS, Series 3 Common Shares............................ Mid Cap Growth Opportunities Fund, Class C
Class SS, Series 4 Common Shares............................ Mid Cap Growth Opportunities Fund, Class Y
Class SS, Series 5 Common Shares............................ Mid Cap Growth Opportunities Fund, Class R
Class TT Common Shares ..................................... Small Cap Growth Opportunities Fund, Class A
Class TT, Series 2 Common Shares............................ Small Cap Growth Opportunities Fund, Class B
Class TT, Series 3 Common Shares............................ Small Cap Growth Opportunities Fund, Class C
Class TT, Series 4 Common Shares............................ Small Cap Growth Opportunities Fund, Class Y
Class TT, Series 5 Common Shares............................ Small Cap Growth Opportunities Fund, Class R
Class UU Common Shares ..................................... Small Cap Select Fund, Class A
Class UU, Series 2 Common Shares............................ Small Cap Select Fund, Class B
Class UU, Series 3 Common Shares............................ Small Cap Select Fund, Class C
Class UU, Series 4 Common Shares............................ Small Cap Select Fund, Class Y
Class UU, Series 5 Common Shares............................ Small Cap Select Fund, Class R
Class WW Common Shares ..................................... Mid Cap Index Fund, Class A
Class WW, Series 2 Common Shares............................ Mid Cap Index Fund, Class B
Class WW, Series 3 Common Shares............................ Mid Cap Index Fund, Class C
Class WW, Series 4 Common Shares............................ Mid Cap Index Fund, Class Y
Class WW, Series 5 Common Shares............................ Mid Cap Index Fund, Class R
Class XX Common Shares ..................................... Small Cap Index Fund, Class A
Class XX, Series 2 Common Shares............................ Small Cap Index Fund, Class B
Class XX, Series 3 Common Shares............................ Small Cap Index Fund, Class C
Class XX, Series 4 Common Shares............................ Small Cap Index Fund, Class Y
Class XX, Series 5 Common Shares............................ Small Cap Index Fund, Class R
Class EEE Common Shares .................................... Large Cap Select Fund, Class A
Class EEE, Series 2 Common Shares........................... Large Cap Select Fund, Class B
Class EEE, Series 3 Common Shares........................... Large Cap Select Fund, Class C
Class EEE, Series 4 Common Shares........................... Large Cap Select Fund, Class R
Class EEE, Series 5 Common Shares........................... Large Cap Select Fund, Class Y
Class GGG Common Shares .................................... International Select Fund, Class A

Designation of Shares in
Articles of Incorporation
or Articles Supplementary Name
------------------------- ----
Class GGG, Series 2 Common Shares........................... International Select Fund, Class B
Class GGG, Series 3 Common Shares........................... International Select Fund, Class C
Class GGG, Series 4 Common Shares........................... International Select Fund, Class R
Class GGG, Series 5 Common Shares........................... International Select Fund, Class Y
Class HHH Common Shares .................................... Quantitative Large Cap Core Fund, Class A
Class HHH, Series 2 Common Shares........................... Quantitative Large Cap Core Fund, Class C
Class HHH, Series 3 Common Shares........................... Quantitative Large Cap Core Fund, Class R
Class HHH, Series 4 Common Shares........................... Quantitative Large Cap Core Fund, Class Y
Class I I I Common Shares .................................. Quantitative Large Cap Value Fund, Class A
Class I I I, Series 2 Common Shares......................... Quantitative Large Cap Value Fund, Class C
Class I I I, Series 3 Common Shares......................... Quantitative Large Cap Value Fund, Class R
Class I I I, Series 4 Common Shares......................... Quantitative Large Cap Value Fund, Class Y
Class JJJ Common Shares .................................... Quantitative Large Cap Growth Fund, Class A
Class JJJ, Series 2 Common Shares........................... Quantitative Large Cap Growth Fund, Class C
Class JJJ, Series 3 Common Shares........................... Quantitative Large Cap Growth Fund, Class R
Class JJJ, Series 4 Common Shares........................... Quantitative Large Cap Growth Fund, Class Y
Class KKK Common Shares .................................... Global Infrastructure Fund, Class A
Class KKK, Series 2 Common Shares........................... Global Infrastructure Fund, Class Y
Class KKK, Series 3 Common Shares........................... Global Infrastructure Fund, Class C
Class KKK, Series 4 Common Shares........................... Global Infrastructure Fund, Class R

Exhibit 99(j)

Consent of Independent Registered Public Accounting Firm

We consent to the references to our firm under the captions "Shareholder Reports" and "Financial Highlights" in each Prospectus and "Custodians and Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference of our reports dated December 19, 2008 in the Registration Statement (Form N-1A) of the First American Investment Funds, Inc. filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 95 under the Securities Act of 1933 (Registration No. 033-16905).

                                                /s/Ernst & Young LLP

Minneapolis, Minnesota
February 25, 2009

(FIRST AMERICAN FUNDS(R) LOGO)

FIRST AMERICAN FUNDS
CODE OF ETHICS
PURSUANT TO RULE 17J-1 AND SARBANES-OXLEY ACT SECTION 406

First American Funds, Inc.
First American Investment Funds, Inc.
First American Strategy Funds, Inc.
American Strategic Income Portfolio Inc. American Strategic Income Portfolio Inc. II American Strategic Income Portfolio Inc. III American Select Portfolio Inc.
American Income Fund, Inc.
American Municipal Income Portfolio Inc. Minnesota Municipal Income Portfolio Inc. First American Minnesota Municipal Income Fund II, Inc. Mount Vernon Securities Lending Trust

INTRODUCTION

This Code of Ethics (the "Code") has been adopted by the Board of Directors of the First American Funds identified above (the "Funds") pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") and Section 406 of the Sarbanes-Oxley Act as implemented by Sub-Item 102P3 of Form N-SAR. Part One of this Code addresses the topics contemplated by Rule 17j-1. Part Two of this Code addresses the topics contemplated by Section 406 and Sub-Item 102P3. The Board of Directors may, by Board resolution, make this Code applicable to additional Funds, which are formed in the future.

This Code is an expression of our commitment to an ethical work place and is an integral element of the control environment required under federal law. If you know of (i) any violation of the Code; (ii) any issue that you believe should be reviewed by Compliance to determine whether it meets the statutory definition of a Material Compliance Matter(1); or (iii) any violation of the federal securities laws, you must promptly report it to First American Funds' Chief Compliance Officer. It is a violation of the Code to retaliate against or harass, in any manner, any person who reports any violation or suspected violation of the Code.

PART ONE

Rule 17j-1 under the 1940 Act requires that registered investment companies adopt a written Code of Ethics containing provisions reasonably necessary to prevent Access Persons from engaging in certain activities prohibited by Rule 17j-1, and to use reasonable diligence and implement procedures reasonably necessary to prevent violations of such Code of Ethics.

The purpose of Part One of this Code is to establish policies consistent with Rule 17j-1 and with the following general principles:

- Access Persons have the duty at all times to place the interests of clients and shareholders ahead of their own personal interests in any decision relating to their personal investments.

(1) A matter about which FAF Advisors management or the First American Funds Board of Directors would reasonably need to know to oversee compliance.

Page 1 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

- All Personal Securities Transactions shall be conducted consistent with Part One of this Code and in such manner as to avoid any actual, potential or appearance of a conflict of interest, or any abuse of an individual's position of trust and responsibility.

Access Persons shall not take inappropriate advantage of their position and must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders.

1. DEFINITIONS

A. "Access Person" means any director or officer of the Funds. An employee of the Funds' investment adviser or any sub-adviser is not an Access Person under Part One of this Code.

B. "Beneficial Ownership" of a Security is to be determined in the same manner as it is for purposes of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "1934 Act"). This means that a person should generally consider themselves the "Beneficial Owner" of any Security in which they have a direct or indirect financial interest. In addition, persons should consider themselves the "Beneficial Owner" of any Security held by their spouse, registered domestic partner, minor children, relatives who share their home, or other persons by reason of any contract, arrangement, understanding, or relationship that provides them with sole or shared voting or investment power with respect to such Security.

Although the following list is not exhaustive, under the 1934 Act and Part One of this Code, a person generally would be regarded to be the "Beneficial Owner" of the following Securities:

(1) Securities held in the person's own name;

(2) Securities held with another in joint tenancy, community property, or other joint ownership;

(3) Securities held by a bank or broker as nominee or custodian on such person's behalf or pledged as collateral for a loan;

(4) Securities held by members of the person's immediate family sharing the same household ("immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, registered domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships);

(5) Securities held by a relative not residing in the person's home if the person is a custodian, guardian or otherwise has or shares control over the purchase, sale, or voting of such Securities;

(6) Securities held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions;

Page 2 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

(7) Securities held by a trust for which the person serves as a trustee and in which the person has a pecuniary interest (including pecuniary interests by virtue of performance fees and by virtue of holdings by the person's immediate family);

(8) Securities held by a general partnership or limited partnership in which the person is a general partner;

(9) Securities owned by a corporation in which the person has a control position or in which the person has or shares investment control over the portfolio Securities (other than a registered investment company);

(10) Securities in a portfolio giving the person certain performance-related fees; and

(11) Securities held by another person or entity pursuant to any agreement, understanding, relationship or other arrangement giving the person any direct or indirect pecuniary interest.

C. "Disinterested Director" means a director of the Funds who is not an "interested person" of the Funds within the meaning of Section 2(a)(19) of the 1940 Act.

D. "FAF Advisors Compliance" means the department within FAF Advisors, Inc. responsible for monitoring compliance with the requirements of

Part One of this Code.

E. "Insider Trading" means the use of Material Non-Public Information to trade in a Security (whether or not one is an Access Person) or the communication of Material Non-Public Information to others. Insider Trading generally includes:

(1) trading in a Security by an Access Person, while in possession of Material Non-Public Information;

(2) trading in a Security by a person who is not an Access Person, while in possession of Material Non-Public Information, where the information either was disclosed to such person in violation of an Access Person's duty to keep it confidential or was misappropriated; and

(3) communicating Material Non-Public Information to any person, who then trades in a Security while in possession of such information.

F. "Material Non-Public Information" means information that has not been effectively communicated to the marketplace, and for which there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's Securities. Examples of Material Non-Public Information include information regarding dividend changes, earnings

Page 3 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material non-public information about the Funds' holdings, the Funds' transactions, and the securities recommendations of the Funds' investment advisers and any sub-advisers is also included in this definition. Access Persons (including Disinterested Directors) are reminded that they have a duty to keep such information confidential.

G. "Security" shall have the same meaning as it has in Section 2(a)(36) of the 1940 Act, but excluding direct obligations of the United States Government, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares of registered open-end investment companies.

H. "1940 Act" means the Investment Company Act of 1940, as amended.

2. PROHIBITED SECURITIES TRANSACTIONS

A. No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by any Fund:

(1) Employ any device, scheme or artifice to defraud the Fund;

(2) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3) Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any Fund; or

(4) Engage in any manipulative practice with respect to any Fund.

B. No Access Person shall purchase or sell, directly or indirectly, any Security in which he or she has or thereby acquires any Beneficial Ownership where such purchase or sale constitutes Insider Trading, or take any other action that constitutes or may result in Insider Trading.

C. No Access Person shall purchase or sell, directly or indirectly, any Security in which he or she has or thereby acquires any Beneficial Ownership and which to his or her actual knowledge at the time of such purchase or sale such Security is being purchased or sold by any Fund, or has been recommended to be purchased or sold by any Fund.

D. Sections 2B and 2C shall not apply to the following:

(1) Transactions for any account over which the Access Person has no direct or indirect influence or control;

(2) Involuntary transactions by the Access Person or any Fund;

Page 4 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

(3) Purchases under an automatic dividend reinvestment plan; or

(4) Purchases affected by the exercise of rights, issued by an issuer pro-rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

3. REPORTS

A. ACCESS PERSONS. Each Access Person (except Disinterested Directors, whose entire reporting requirements are set forth in subsection B below) shall make the following reports required by Rule 17j-1(d) under the 1940 Act:

(1) INITIAL AND ANNUAL SECURITIES HOLDINGS REPORTS. Within 10 calendar days of becoming an Access Person, and annually thereafter as required by the Adviser, Access Persons shall disclose all personal Securities holdings other than the exempt securities set forth in Section 1G. Compliance with this reporting requirement will be satisfied by providing monthly statements of brokerage accounts provided the statements are current within 30 days. Reports for Securities not included in such brokerage statements (for example, Securities held in trust accounts in which an Access Person has Beneficial Ownership) must contain:

a. the title, number of shares, and principal amount of each Security in which the Access Person has any Beneficial Ownership;

b. the name of any broker, dealer, or bank with whom the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person; and

c. the date the report is submitted by the Access Person.

(2) QUARTERLY TRANSACTION REPORTS. Within 30 calendar days of the end of each quarter, Access Persons shall report all Securities transactions other than the exempt Securities set forth in
Section 1G in which each has, or by reason of such transactions acquires, any Beneficial Ownership. In the event that no reportable transactions occurred during the quarter, Access Persons should note this on the report. Compliance with this reporting requirement will be satisfied by providing brokerage account statements current as of quarter end. Reports for Securities not included in such brokerage statements (for example, Securities held in trust accounts in which an Access Person has Beneficial Ownership) must contain:

a. the date of each transaction, the title, the interest rate and maturity (if applicable), the number of shares and the principal amount of each Security;

b. the nature of each transaction (i.e., purchase, sale, or any type of

Page 5 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

acquisition or disposition);

c. the price of the Security at which each transaction was effected;

d. the name of the broker, dealer or bank with or through which each transaction was effected;

e. the name of any broker, dealer, or bank with whom the Access Person established an account in which any Securities are held for the direct or indirect benefit of the Access Person and the date on which the account was established; and

f. the date the report is submitted by the Access Person.

TRANSACTIONS IN FIRST AMERICAN CLOSED-END FUNDS. Access Persons are reminded to contact FAF Advisors Compliance before executing any transaction in a First American Closed-End Fund to ensure the timely completion of Section 16 reporting requirements. Under these requirements Form 4 is required to be filed with the Securities and Exchange Commission (the "SEC") within 2 days of the reportable transaction.

B. DISINTERESTED DIRECTORS. A Disinterested Director need not file Initial or Annual Securities Holdings Reports, and need only file Quarterly Transaction Reports. In the Quarterly Transaction Reports a Disinterested Director shall only report transactions in a Security if such Disinterested Director knows at the time of such transaction or, in the ordinary course of fulfilling his or her official duties as director, should have known during the 15 day period immediately preceding or after the date of the transaction, that such Security was or would be purchased or sold by any Fund or was or would be considered for purchase or sale by any Fund or its investment advisor or sub-advisor. The "should have known" standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting the Funds' investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Funds' portfolio holdings, market considerations, or the Funds' investment policies, objectives and restrictions.

TRANSACTIONS IN FIRST AMERICAN CLOSED-END FUNDS. Disinterested Directors are reminded to contact FAF Advisors Compliance before executing any transaction in a First American Closed-End Fund to ensure the timely completion of Section 16 reporting requirements. Under these requirements Form 4 is required to be filed with SEC within 2 days of the reportable transaction.

4. ENFORCEMENT

A. FAF Advisors Compliance shall review reports filed under Part One of this Code to determine whether any violation may have occurred. Access Persons who discover a violation or apparent violation of Part One of this Code by any other

Page 6 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

person covered by Part One of this Code shall bring the matter to the attention of FAF Advisors Compliance.

B. Each violation of or issue arising under Part One of this Code shall be reported to the Board of Directors of the Funds at or before the next regular meeting of the Board.

C. The Board of Directors of the Funds may impose such sanctions or penalties upon a violator of Part One of this Code as it deems appropriate under the circumstances.

5. RECORDKEEPING

FAF Advisors Compliance shall maintain the appropriate records and reports related to Part One of this Code as required by Rule 17j-1(d) under the 1940 Act.

6. WHISTLEBLOWER PROVISION

Any officer, director, employee or agent of the Funds or any of their service providers who receives a complaint regarding (i) accounting, internal account controls, and auditing matters with respect to any of the Funds, or (ii) any other matter that could reasonably be expected to affect or lead to special disclosure in the financial statement of any Fund promptly shall forward the complaint to the Chair of the Audit Committee, Fund counsel and counsel to the independent directors (or, if the complaint is given verbally, promptly shall advise the Audit Committee Chair and such outside counsel). Any such complaint shall be reported by the Chair of the Audit Committee to the Chair of the Board. If complaints are received by any officer, director, employee or agent of the Funds or any Fund's service providers which allege wrongdoing affecting any Fund in areas other than those noted above, those complaints shall be forwarded to the Chair of the Board.

Page 7 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

PART TWO

1. COVERED OFFICERS; PURPOSE OF PART TWO; DEFINITIONS

A. COVERED OFFICERS. The persons who are subject to Part Two of this Code (the "Covered Officers") are the Funds' principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Funds or by a third party. At the date set forth in the caption of this Code, the only Covered Officers of the Funds were the Funds' President and their Treasurer.

Part Two of this Code also applies to members of each Covered Officer's immediate family who live in the same household as the Covered Officer. Therefore, for purposes of interpretation, each obligation, requirement or prohibition that applies to a Covered Officer also applies to such immediate family members. For this purpose, the term "immediate family" has the meaning set forth in
Section 1B(4) of Part One of this Code.

B. PURPOSE. The purpose of Part Two of this Code is to deter wrongdoing and to promote:

- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

- full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Funds;

- compliance with applicable laws and governmental rules and regulations;

- the prompt internal reporting of violations of Part Two of this Code to FAF Advisors Compliance; and

- accountability for adherence to Part Two of this Code.

C. DEFINED TERMS. Capitalized terms which are used in Part Two of this Code and which are not otherwise defined in Part Two have the meanings assigned to them in Part One of this Code.

2. COVERED OFFICERS SHOULD HANDLE ACTUAL AND APPARENT CONFLICTS OF INTEREST ETHICALLY

A. GENERAL. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her immediate family living in the same household, received improper personal benefits as a result of his or her position with the Funds.

Page 8 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

Certain conflicts of interest to which Covered Officers may be subject arise out of the relationships between Covered Officers and the Funds and already are subject to conflict of interest provisions in the 1940 Act and the Investment Advisers Act of 1940 (the "Investment Advisers Act"). For example, under the 1940 Act, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as "affiliated persons" of the Funds. The Funds' and FAF Advisor's compliance policies and procedures are designed to prevent, or identify and correct, violations of these provisions. Part Two of this Code does not, and is not intended to, repeat or replace these policies and procedures, and such conflicts fall outside of the parameters of Part Two.

Although typically not presenting an opportunity for improper personal benefit, conflicts also may arise from, or as a result of, the contractual relationships between the Funds and other entities of which the Covered Officers are also officers or employees, such as FAF Advisors. As a result, Part Two of this Code recognizes that the Covered Officers may, in the normal course of their duties for the Funds and such other entities, be involved in establishing policies and implementing decisions, which will have different effects on the Funds and such other entities. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and such other entities and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the 1940 Act and, to the extent applicable, the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Board of Directors that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other Codes.

Other conflicts of interest to which Covered Officers are subject are covered by Part Two of this Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under Part Two of this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed before the interest of the Funds.

Each Covered Officer must:

- not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would benefit personally;

- not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; and

- not intentionally or recklessly take or direct any action or failure to act that results in any SEC filing or other public communication by the Funds being materially misleading, while personally benefiting such Covered Officer.

Page 9 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

B. GIFTS AND ENTERTAINMENT. A Covered Officer must not solicit, allow himself or herself to be solicited, or accept gifts, entertainment, or other gratuities intended to or appearing to influence decisions or favors toward the Funds' business to or from any client, potential client, Fund vendor or potential vendor. A Covered Officer may not give or accept gifts with a value exceeding $100, even if the gift does not oblige or influence the Covered Officer, or is not intended to influence another. Notwithstanding this, a Covered Officer may accept or provide reasonable business meals and entertainment if the client, potential client, Fund vendor or potential vendor is physically present at the business meal or entertainment. In the event that any such business meal or entertainment has a value exceeding $100 per person, the Covered Officer must promptly report the meal or entertainment to FAF Advisors Compliance, which shall maintain a record of such meals and entertainment and shall report such matter to the Board of Directors of the Funds at or before the next regular meeting of the Board.

3. DISCLOSURE AND COMPLIANCE

A. FAMILIARITY WITH DISCLOSURE REQUIREMENTS. Each Covered Officer shall familiarize himself or herself with the disclosure requirements generally applicable to the Funds.

B. AVOIDING MISREPRESENTATIONS. Each Covered Officer shall not knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including to the Funds' directors, auditors or counsel, or to governmental regulators or self-regulatory organizations.

C. PROMOTING ACCURATE DISCLOSURE. Each Covered Officer shall, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and their service providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds.

D. PROMOTING COMPLIANCE. Each Covered Officer shall, to the extent appropriate within his or her area of responsibility, promote compliance with the Funds' compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act and with the laws, rules and regulations applicable to the Funds.

4. REPORTING; AMENDMENT AND WAIVERS.

A. ACKNOWLEDGEMENT OF PART TWO. Upon first becoming subject to Part Two of this Code and annually at the end of each calendar year, each Covered Officer shall affirm in writing to FAF Advisors Compliance that he or she has received, read and understands Part Two of this Code.

B. REPORTING OF VIOLATIONS. Each Covered Officer shall report any violation of Part Two of this Code of which he or she becomes aware (whether committed by

Page 10 of 11

(FIRST AMERICAN FUNDS(R) LOGO)

himself or herself or by another Covered Officer) to FAF Advisors Compliance promptly after becoming aware of such violation. FAF Advisors Compliance shall report any material violation of Part Two of this Code of which it becomes aware, whether though a report by a Covered Officer or otherwise, to the Board of Directors of the Funds at or before the next regular meeting of the Board, together with FAF Advisors Compliance's recommendation for the action, if any, to be taken with respect to such violation. The Board of Directors of the Funds may impose such sanctions or penalties upon a violator of Part Two of this Code as it deems appropriate under the circumstances.

C. AMENDMENTS AND WAIVERS. Amendments to, and waivers of the provisions of, Part Two of this Code may be adopted or granted by the Funds' Board of Directors. Such amendments and waivers shall be disclosed to the public in one of the manners specified in Sub-Item 102P3 of Form N-SAR.

Page 11 of 11

(FAF ADVISORS (TM) LOGO)

FAF ADVISORS

CODE OF ETHICS

APPROVED BY THE FIRST AMERICAN FUNDS
BOARD OF DIRECTORS

TABLE OF CONTENTS

INTRODUCTION ......................................................................    1
PERSONAL SECURITIES TRANSACTIONS ..................................................    2
   A.   Who Is Covered by this Section? ...........................................    4
   B.   Which Securities and Accounts Are Covered? ................................    4
   C.   What Types of Transactions Require Reporting but not Pre-clearing? ........    6
   D.   What Are the Restrictions on Trading Shares of the First American Funds?...    7
   E.   What Are Blackout Periods? ................................................    7
   F.   Are There any Restrictions on Short-Term Trading? .........................    8
   G.   Are There Any Prohibitions for Personal Trading in Small Cap Stocks? ......    8
   H.   What Reports and Disclosures Do Access Persons Need to Make? ..............    8
   I.   Special Discretion ........................................................    9
INSIDER TRADING POLICY AND PROCEDURES .............................................   10
OTHER CONFLICTS OF INTEREST .......................................................   19
   A.   May I Provide Investment Advice to Others? ................................   19
   B.   May I Serve as a Director of Another Company? .............................   19
   C.   When May I Disclose Confidential Information? .............................   19
   D.   May I Give or Receive Gifts? ..............................................   19
   E.   May I Make Political and Charitable Contributions? ........................   20
ENFORCEMENT OF THE CODE AND SANCTIONS .............................................   21
GLOSSARY ..........................................................................   23
EXHIBIT 1 .........................................................................   27
   ACKNOWLEDGMENT AND AGREEMENT TO COMPLY .........................................   27
EXHIBIT 2 .........................................................................   28
   CODE OF ETHICS CONTACT LIST ....................................................   28

Page ii of 28

INTRODUCTION

WHY DO WE NEED THE CODE OF ETHICS?

As an investment adviser, client and fund shareholder trust is our most valuable asset. Our success largely depends on the degree of trust our clients and fund investors bestow upon us. All of us at FAF Advisors, Inc. ("FAF Advisors") are responsible for maintaining that trust, and must conduct ourselves in the very highest ethical standards. We must always place the interests of clients and fund shareholders ahead of our own and avoid actual and apparent conflicts of interest. Under Rule 204A-1 of the Investment Advisers Act of 1940, FAF Advisors is required to establish a Code of Ethics outlining standards of conduct and compliance with federal securities laws. However, it is not enough for us to simply comply with the letter of the law. We must observe exemplary standards of honesty and integrity above and beyond the minimal legal requirements. To that end, we have adopted this Code of Ethics to help guide our conduct when the interests of our clients may not be aligned with our individual interests or the interests of FAF Advisors. In particular, this Code deals with:

- Our commitment to honest and ethical conduct;

- Individual accountability;

- Personal securities transactions;

- Trading on inside or confidential information;

- Safeguarding client and fund confidential information;

- Giving and receiving gifts;

- Outside professional opportunities; and

- Adherence to the laws, rules, and regulations that govern our business.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield you from liability for personal trading or other conduct that violates a fiduciary duty to clients and shareholders. Violations of this Code and federal securities laws may result in sanctions, fines, suspension and/or termination of employment, SEC administrative actions, and in some cases civil or criminal penalties.

This Code is an expression of our commitment to an ethical work place and is an integral element of the control environment required under federal law. If you know of (i) any violation of the Code; (ii) any issue that you believe should be reviewed by Compliance to determine whether it meets the statutory definition of a Material Compliance Matter(1); or (iii) any violation of the federal securities laws, you must promptly report it to FAF Advisors' Chief Compliance Officer. It is a violation of the Code to retaliate against or harass, in any manner, any person who reports any violation or suspected violation of the Code. In addition to this Code, you are subject

(1) A matter about which FAF Advisors' management or the First American Funds' Board of Directors would reasonably need to know to oversee compliance.

Page 1 of 28

to U.S. Bank's Code of Ethics and may be subject to the Code of Ethics Conduct adopted by the First American Funds (the "FUNDS"). Copies of these Codes may be obtained from the Compliance Department. While these codes of conduct are designed to address differing business environments and legal obligations, they are all designed to promote honest and ethical conduct. IF YOU BELIEVE THAT THESE OR OTHER CODES OF CONDUCT IMPOSE CONFLICTING OBLIGATIONS ON YOU, YOU SHOULD CONTACT THE COMPLIANCE DEPARTMENT IMMEDIATELY.

The Code applies to all FAF Advisors ACCESS PERSONS, and you must certify quarterly that you have received a copy of the Code, that you have been in compliance, and that you will continue to comply with its terms (Exhibit 1).

This Code applies to temporary or contract workers and consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period.

This Code is divided into five sections:

1. Personal transactions in securities and related financial instruments by ACCESS PERSONS;

2. Access to and the use of confidential and non-public information when trading for client or personal accounts;

3. Safeguarding client and fund confidential information;

4. Other types of conduct that may impact or appear to impact our objectivity in dealing with our clients, suppliers, and business partners; and

5. Sanctions for violation of the Code.

IF YOU HAVE ANY QUESTIONS ABOUT FAF ADVISORS' POLICIES ON PERSONAL SECURITIES TRANSACTIONS, INSIDER TRADING, CONFLICTS OF INTEREST OR ANY OTHER ASPECT OF THE CODE, PLEASE REFER TO THE CONTACT LIST (EXHIBIT 2).

PERSONAL SECURITIES TRANSACTIONS

Buying and selling SECURITIES for accounts in which you have a BENEFICIAL INTEREST may conflict (or appear to conflict) with the interests of our clients for many reasons, including buying or selling a SECURITY close in time to a client transaction, or buying or selling a SECURITY for yourself instead of our clients. This section of the

Typically, you have a BENEFICIAL INTEREST in accounts maintained in your own name, joint accounts and accounts of your spouse or registered domestic partner, dependents, and other immediate family members sharing the same household. IF YOU HAVE ANY DOUBT ABOUT THE STATUS OF AN ACCOUNT, PLEASE CONTACT THE COMPLIANCE DEPARTMENT.

Page 2 of 28

Code establishes rules for minimizing and managing these conflicts.

In the sections that follow, we will explain whether you (including your immediate family and possible others who are closely connected to you, see "BENEFICIAL INTEREST") are covered by these personal transaction rules and describe the types of accounts, SECURITIES, and transactions that are subject to these rules. If you are covered by these rules and are involved in a covered transaction you must take the following steps:

1. Quarterly, you must disclose to FAF Advisors each account (other than bank checking or other deposit account) that you maintain for holding, buying or selling SECURITIES and related financial instruments.

2. Annually, you must disclose to FAF Advisors all of your personal holdings in SECURITIES and related financial instruments.

3. Quarterly, you must disclose to FAF Advisors all of your transactions in SECURITIES and related financial instruments.

4. Before buying or selling any covered SECURITY, you may be required to pre-clear that purchase or sale.

5. Following each purchase or sale of a SECURITY, your broker-dealer (or other agent) must send to FAF Advisors a duplicate confirmation of the terms of the transaction.

Many of these rules use complex, technically defined terms. To make these rules easier to understand, we have capitalized defined terms and included a hyperlink to th e definition if you need more detail. Printed versi ons of the Code include a table of defined terms.

SECURITIES include exchange- and OTC-traded instruments, as well as financial futures, derivatives and other related instruments. See Glossary.

There are certain times when you may not buy or sell for your own account, and there are certain types of transactions that you may not enter into. Detailed information on these restrictions is provided below.

In addition, to streamline our monitoring process, FAF Advisors requires you (and accounts in which you hold SECURITIES) to effect transactions through accounts maintained at:

- E*Trade;

- Fidelity Investments;

- Merrill Lynch;

- UBS Financial Services;

- Schwab;

- TD Ameritrade;

- U.S. Bancorp Investments;

- U.S. Bancorp Private Client Group; or

- Salomon Smith Barney for the holding of USB Stock Options.

Page 3 of 28

An exception to this requirement may only be granted under very limited circumstances, must be specifically authorized by the Compliance Department, a signed copy of the exception must be kept in your file, and you must submit reports of personal transactions. Dividend Reinvestment Plan ("DRIP") and previous employer-sponsored plans for you or your spouse holding company stock funds may be held at non-approved brokers. Reporting and pre-clearance requirements still apply to these accounts.

AS AN FAF ADVISORS ACCESS PERSON, YOUR ABILITY TO CONDUCT PERSONAL SECURITIES TRANSACTIONS IS A PRIVILEGE, NOT A RIGHT. AT FAF ADVISORS WE MUST PUT OUR FUNDS' AND CLIENTS' INTERESTS FIRST. PLEASE NOTE THAT THERE MAY BE TIMES WHEN YOU ARE UNABLE TO PRE-CLEAR OR EFFECT TRANSACTIONS BECAUSE THE SYSTEM IS UNAVAILABLE (OR FOR ANY OTHER REASON).

A. WHO IS COVERED BY THIS SECTION?

The potential for a conflict of interest arises if you have access to non-public information about our clients' or FUNDS' transactions or holdings or about securities research and recommendations. This Code refers to employees with access to this kind of information as ACCESS PERSONS. ACCESS PERSONS generally include any employees who are in a position to exploit information about client securities transactions or holdings. All FAF Advisors employees are deemed ACCESS PERSONS, with certain employees being classified as RESTRICTED ACCESS Persons. If you are actually involved in making investment recommendations to our clients, participate in the determination of which investment recommendations will be made, have the power to influence management of the Funds, execute trades for any Fund or client accounts , this Code refers to you as a RESTRICTED ACCESS PERSON. RESTRICTED ACCESS PERSONS are subject to all the requirements imposed on ACCESS PERSONS. RESTRICTED ACCESS Persons are also subject to certain other requirements.

ACCESS PERSONS typically include trading and portfolio management assistants, sales and marketing, product, operations and IT employees. RESTRICTED ACCESS PERSONS include research analysts, traders, portfolio/fund managers, executive management, members of the Legal and Compliance Departments, and their executive or departmental assistants. EACH EMPLOYEE WILL BE ADVISED WITH RESPECT TO THEIR STATUS AS AN ACCESS PERSON OR RESTRICTED ACCESS PERSON.

Employees of Private Asset Management ("PAM") are also considered Access Persons under the FAF Advisors Code of Ethics, and all monitoring of personal trading is done by FAF Advisors Compliance. However, as PAM Employees are U.S. Bancorp employees, they are covered by their own Code of Ethics.

B. WHICH SECURITIES AND ACCOUNTS ARE COVERED?

Approval for INITIAL PUBLIC OFFERINGS and PRIVATE PLACEMENTS will take into account, among other factors, whether the investment opportunity should be reserved for clients and whether the opportunity is being offered to the ACCESS PERSON by virtue of his or her relationship to FAF Advisors or any fund sponsored or managed by FAF Advisors.

This Code applies to SECURITIES and accounts in which you have a BENEFICIAL INTEREST. Generally, you have a BENEFICIAL INTEREST in any SECURITY or account in which you have a financial interest or have or share

Page 4 of 28

investment discretion. There may be accounts in which you have a financial interest but do not have investment discretion. Because these accounts involve lower risks of a conflict with our clients, FAF Advisors may exempt them from the pre-clearance or reporting obligations of the Code. These ACCOUNTS may include trust accounts and accounts over which you have given investment discretion to a third party. If you believe an exemption should apply to an ACCOUNT in which you have an interest, please contact the Compliance Department. Exceptions will be granted under very limited circumstances, must be specifically authorized by the Compliance Department, a signed copy of the exception must be kept in your file, and you must submit reports of personal transactions.

Transactions and holdings in client accounts of Portfolio Managers are exempt from reporting and preclearance requirements under the Code.

ACCESS PERSONS must pre-clear transactions in SECURITIES, with the Compliance Department:

1. Publicly traded SECURITIES (including options and futures on SECURITIES);

2. Privately placed SECURITIES (including options on SECURITIES);

3. INITIAL PUBLIC OFFERINGS; and

4. Debt New Issue Offerings, corporate and municipal bonds.

Only day orders will be approved. Good until cancelled ("GTC"), stop loss, and similar orders are not permitted. Limit orders must be executed the day approved.

Transactions, except those involving PRIVATE PLACEMENTS, must be executed by THE CLOSE OF THE NYSE THE SAME DAY APPROVAL IS GIVEN. If a transaction is not executed that day, a new approval must be obtained from the Compliance Department.

TRANSACTIONS IN THE FOLLOWING EXEMPT SECURITIES DO NOT REQUIRE REPORTING OR
PRE-CLEARANCE:

1. Direct obligations of the Government of the United States;

2. Bankers' acceptance, bank certificates of deposit, commercial paper;

3. High-quality short-term debt instruments including repurchase agreements;

4. Shares of open-end mutual funds for which FAF Advisors does not serve as investment adviser or sub-adviser; and

5. First American Money-Market Funds.

Page 5 of 28

In addition, while the transactions in the securities listed below require pre-clearance, they will normally be approved in the absence of special circumstances. Pre-clearance is essential for compliance with federal securities laws. Failure to pre-clear these or any other transaction under the Code will be treated as a serious violation of the Code. In addition, transactions in these securities are not subject to a BLACKOUT PERIOD.

1. SECURITIES whose performance are directly tied to a broad-based, publicly traded market basket or index of stocks (e.g., SPDRS, QQQ, Diamonds);

2. U.S. Bancorp stock, except during a blackout period when trading of U.S. Bancorp stock by its employees is restricted;

3. Shares of issuers included in the S&P 100;

4. Shares of issuers included in the S&P 500 stocks by ACCESS PERSONS WHO ARE NOT RESTRICTED ACCESS PERSONS in amounts less than $25,000 in any single trading day; and

5. SHARES of issuers included in the Russell 1000 stocks by ACCESS PERSONS WHO ARE NOT RESTRICTED ACCESS PERSONS in amounts less than $10,000 in any single trading day.

C. WHAT TYPES OF TRANSACTIONS REQUIRE REPORTING BUT NOT PRE-CLEARING?

PRE-CLEARANCE and BLACKOUT PERIODS do not apply to the following transactions:

BLACKOUT PERIODS are periods when you may not be permitted to buy or sell a SECURITY. See Section E, below.

1. Purchases of an employer's stock under an employer-sponsored plan (including the employer of a spouse or registered domestic partner);

2. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from the issuer; and any sales of these rights;

3. Purchases or sales that are non-volitional on the part of the ACCESS PERSON, including purchases or sales upon exercise of puts or calls written by the person (please note that you are prohibited from engaging in short-term trading), non-volitional sales from a margin account pursuant to a bona fide margin call; purchases or sales as part of divorce settlement or decree, and any other purchases or sales as determined by the Compliance Department upon request;

4. Purchases or sales of units of common/collective trust funds;

Page 6 of 28

5. Transactions in derivative SECURITIES linked to physical commodities, such as exchange-trade futures contracts on physical commodities, options on such contracts and over-the-counter derivatives related to physical commodities; and

6. Purchases and sales of First American Funds that are not through an automatic investment plan, and that are not otherwise reported electronically, must be reported to the Compliance Department in writing.

7. Purchases and sales of open-end mutual funds for which FAF Advisors serves as sub-adviser that are not through an automatic investment plan, and that are not otherwise reported electronically, must be reported to the Compliance Department in writing.

8. Purchases and sales of open-end mutual funds for which Quasar serves as investment adviser or sub-adviser that are not through an automatic investment plan, and that are not otherwise reported electronically, must be reported to the Compliance Department in writing.

D. WHAT ARE THE RESTRICTIONS ON TRADING SHARES OF THE FIRST AMERICAN FUNDS?

FAF Advisors discourages excessive trading of any non-money market series of the FUNDS. As described in the FUNDS' prospectuses, the FUNDS' Board of Directors has adopted policies and procedures designed to detect and deter trading in the FUNDS' shares that may disadvantage long-term FUND shareholders. As a part of these policies and procedures, FAF Advisors monitors all employees' trading of non-money market series of the FUNDS, including trading that occurs in your 401(k) account(s) not including your US Bancorp 401(k) plan.

Trading in the First American Closed-End Mutual Funds is not restricted. However, you must receive additional sign-off from members of legal and compliance before placing a personal trade within these securities. You may request the pre-approval from the Code of Ethics Administrator.

E. WHAT ARE BLACKOUT PERIODS?

Because of the potential for a conflict of interest, FAF Advisors has established certain BLACKOUT PERIODS when ACCESS PERSONS are not permitted to effect transactions in certain SECURITIES:

1 ACCESS PERSONS who are members of IAG may not buy or sell any SECURITY on the same business day as any IAG client of FAF Advisors or FUNDS.

2. RESTRICTED ACCESS PERSONS of IAG may not buy or sell any SECURITY for a period of 5 business days before or after any client account or the FUNDS (i) for which the RESTRICTED ACCESS PERSON is the portfolio/fund manager or has the power to influence management; or (ii) for

In the event that a client trade takes place within 5 business days after you have received preclearance approval, Compliance will send you a form asking if you had any knowledge of the client trade to help detect front running.

Page 7 of 28

which the RESTRICTED ACCESS PERSON is involved in making investment recommendations, participates in determining which investment recommendations will be made, or executes trades.

Transactions for the accounts of our clients are confidential and may contain market sensitive data. Portfolio managers, trading personnel and others shall maintain the confidentiality of such information and should only disclose transactional and holdings information on a need-to-know basis.

F. ARE THERE ANY RESTRICTIONS ON SHORT-TERM TRADING?

RESTRICTED ACCESS PERSONS are prohibited from profiting from a purchase and sale, or sale and purchase, of the same SECURITY (other than EXEMPT SECURITIES and derivative SECURITIES linked to physical commodities) WITHIN 60 CALENDAR DAYS. The restriction may be waived by the Compliance Department in special circumstances provided that the transaction would not be inconsistent with the expressed purpose of this Code and any client transaction.

This prohibition may limit your ability to use options and futures strategies. In addition, special ru les apply to roll transactions. Prior to engaging in these types of transactions you should consult with the Compliance Department.

G. ARE THERE ANY PROHIBITIONS FOR PERSONAL TRADING IN SMALL CAP STOCKS?

No, unless you are a Fund Manager, Analyst or Trader for any series of the equity FUNDS. Fund Managers, Analysts and Traders of the equity FUNDS are prohibited from buying SECURITIES of companies with a market capitalization smaller than the largest company's on the Russell 2000 (based on its most recent reconstitution), except as may be approved by the CIO (or the Head of Equities). In addition to approval from the CIO (or the Head of Equities), the employee must still pre-clear through regular Compliance pre-clearance procedures, all purchases and sales of such securities prior to trading.

H. WHAT REPORTS AND DISCLOSURES DO ACCESS PERSONS NEED TO MAKE?

Account and holdings disclosure requirements may be satisfied electronically. You will be asked to certify electronically your holdings disclosures annually.

In order to ensure that the provisions of this Code are being observed, each ACCESS PERSON is required to make the following disclosures to FAF Advisors:

1. ACCOUNTS DISCLOSURE. Within 10 calendar days of hire date, and within 30 days of the end of each calendar year, you must disclose all accounts in which you have a BENEFICIAL INTEREST.

2. INITIAL HOLDINGS DISCLOSURE. Within 10 calendar days of hire date, you must disclose all personal holdings of SECURITIES in which you have a BENEFICIAL INTEREST to the Compliance Department in writing.

3. ANNUAL HOLDINGS DISCLOSURE. If you maintain your accounts at an approved

Page 8 of 28

broker you must certify within 45 days of the end of each calendar year that the electronic record of your holdings provided by your broker is complete and accurate. If you do not maintain your account with an approved broker you must within 45 days of the end of each calendar year, disclose all personal holdings of SECURITIES in which you have a BENEFICIAL INTEREST to the Compliance Department in writing.

Annual reporting requirements include holdings in DRIP programs, purchases of stock under an employer-sponsored plan, purchases affected upon the exercise of rights and non-volitional purchases or sales, such as the exercise of options.

4. DUPLICATE CONFIRMATIONS. Each ACCESS PERSON must instruct each broker-dealer carrying an account in which he or she has a BENEFICIAL INTEREST to send to FAF Advisors a duplicate copy of all transaction confirmations generated for the account. We have arranged to receive electronic copies of trade confirmations from the approved brokers.

5. QUARTERLY TRANSACTION STATEMENTS. You must certify quarterly all SECURITIES transactions other than transactions in exempt securities for accounts in which you have BENEFICIAL INTEREST during the previous quarter. In the event no reportable transactions occurred during the quarter, the report should be so noted. Quarterly reports must be made no later than 30 days after the end of the calendar quarter and will be completed electronically through the CTI iTrade application.

If an Access person is on leave during the certification period and does not have access to the applicable applications, they will be asked to complete the certifications upon their return.

I. SPECIAL DISCRETION

The Chief Compliance Officer shall have the authority to exempt any person or class of persons from all or a portion of the Code provided that:

1. The Chief Compliance Officer determines, that the particular application of all or a portion of the Code is not legally required;

2. The Chief Compliance Officer determines that the likelihood of any abuse of the Code by such exempted person(s) is remote; and

3. The terms or conditions upon which any such exemption is granted is evidenced in a written instrument.

The Chief Compliance Officer shall also have the authority to impose such additional requirements or restrictions as it, in its sole discretion, determines appropriate or necessary. Any exemption, and any additional requirement or restriction, may be withdrawn by the Chief Compliance Officer at any time.

Page 9 of 28

INSIDER TRADING POLICY AND PROCEDURES

The purpose of this section of the Code is to provide reasonable assurance that material nonpublic information possessed by persons employed with FAF Advisors is: (a) not used in connection with the purchase or sale of securities, (b) not revealed to inappropriate persons, and (c) not used improperly.

Federal law requires FAF Advisors, Inc. ("FAF Advisors") to establish and maintain effective policies and supervisory procedures to both detect and prevent insider trading violations. FAF Advisors Compliance implements what are commonly referred to as "Information Barriers." Information Barriers are designed to fulfill two roles: 1) segregate and prevent the improper dissemination of material nonpublic information that may be possessed by certain employees of FAF Advisors; and 2) detect illegal transactions or violations of insider trading. This section is intended to protect FAF Advisors and its employees from insider trading violations from allegations of such violations and from the appearance of impropriety.

FAF Advisors has implemented the following policies and procedures to prevent the misuse and the appearance of misuse of material nonpublic information concerning publicly traded companies. FAF Advisors is committed to conducting its business activities within the letter and spirit of all applicable laws and regulations and in accordance with the highest ethical standards.

STATUTORY PROVISIONS AND REGULATIONS REGARDING INSIDER TRADING

Congress amended the Securities Exchange Act of 1934 (the "Exchange Act") in 1988 with the Insider Trading and Securities Fraud Enforcement Act of 1988. In doing so, Congress explicitly mandated closer securities industry supervision of its employees.

Furthermore, under Section 204A of the Investment Advisers Act of 1940, as amended, investment advisers are required to "establish, maintain, and enforce written policies and procedures reasonably designed," taking into consideration the nature of the entity's business, "to prevent the misuse of material, nonpublic information."

The misuse of material nonpublic information constitutes fraud; a term broadly defined under the federal securities laws. Rule 10b-5 under the Exchange Act provides that it is unlawful for any person, in connection with the purchase or sale of any security:

- To employ any device, scheme, or artifice to defraud;

- To make any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading; or

- To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

It is a violation of insider trading laws to trade on the basis of material nonpublic information when one owes a duty of trust or confidence to the source of the information or when one has misappropriated the information in breach of a duty of trust or confidence. Rule 10b5-1 under the

Page 10 of 28

Exchange Act provides that a trade is "on the basis of" material nonpublic information if the trader was aware of the material, non-public information when the person made the purchase or sale. While it is not necessarily a violation of Rule 10b-5 merely to trade on the basis of material nonpublic information, as a matter of FAF Advisors policy its employees are directed not to trade on, or to tip others with respect to, material nonpublic information, whether or not the information has been obtained under circumstances that give rise to a duty of trust or confidence or claim of misappropriation.

Persons who fraudulently misuse material nonpublic information are subject to individual civil and criminal penalties (including imprisonment), U.S. Securities and Exchange Commission ("SEC") administrative actions and discipline including fines and suspension from the industry and FAF Advisors disciplinary sanctions that may include fines or dismissal from employment. In addition, FAF Advisors employees who fraudulently misuse material nonpublic information subject FAF Advisors to potential civil and criminal penalties as well as regulatory sanctions.

DEFINITION OF MATERIAL NONPUBLIC INFORMATION

Information is "material" if it has "market significance" in the sense that disseminating the information is likely to affect the market price of any outstanding securities, or is likely to be considered important by reasonable investors in deciding whether to trade the securities. Information is not considered "public" unless it has been reported in the news media, revealed by the issuer in a public forum, discussed in a publicly disseminated research report or otherwise made publicly available.

Materiality is a legal concept that involves an objective test based upon what a hypothetical reasonable investor would consider to be material. Therefore, for example, an analyst -- through some combination of persistence, knowledge and insight -- may consider a particular piece of information to be material to him because it completes his mosaic of information on a company as a whole, while the significance of that discrete piece of information would not be apparent to a reasonable investor. The law generally does not consider such "mosaic" information to be material.

Examples of potentially "material" information that should be reviewed carefully to determine whether they are material in the context of a particular situation include:

- Earnings information, including new or changed earnings estimates;

- Mergers, acquisitions, tender offers, joint ventures, or changes in assets;

- New products or discoveries, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract);

- Significant corporate developments, such as results of tests regarding safety or effectiveness of products that may impact regulatory approvals (e.g., Federal Drug Administration testing);

- Changes in control or in management;

Page 11 of 28

- Auditor resignation, change in auditors or auditor notification that the issuer may no longer rely on an auditor's audit report;

- Events regarding the issuer's securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, changes in debt ratings, advanced re-fundings, public or private sales of additional securities, including Private Investments in Public Entities;

- Bankruptcies or receiverships;

- Status of union or other significant contract negotiations;

- Confidential government information relating to government-issued securities;

- Major litigation; and

- Any other significant information that would have an impact on the price of a company's securities.

In addition, material nonpublic information possessed by FAF Advisors employees could be material to a particular class of a company's securities, all of that company's securities, the securities of another company, or the securities of several companies. The law against "insider" trading does not exempt any type of security; in other words, it is unlawful to trade, or recommend the trading of, any security (whether taxable or tax-exempt fixed income, equity or commercial paper) based on "inside" information that is material to the market value of that security. For example, nonpublic information that a company will redeem or tender a class of its debt securities may be "material" to the market value of those securities. If so, trading those debt securities on the basis of the nonpublic information is prohibited. A recapitalization, merger or leveraged buyout may be "material" to all the equity and debt securities of the company. An acquisition may be material to the securities of both the acquirer and the acquiree. Material nonpublic information is also not limited to "company" or "corporate" information; it can relate to confidential government information relating to government-issued securities.

If there is ever a question with respect to whether information is material or public, employees are expected to contact Jason Mitchell in Compliance for advice.

TIPPEES MAY BE INSIDERS

FAF Advisors personnel may, depending on the circumstances, also become "insiders" or "tippees" when they obtain apparently material nonpublic information through "tips" from "insiders," consultants, research providers, broker-dealer personnel, family members, or even by happenstance, including information derived from social situations, business gatherings, overheard conversations, or third parties. In these situations, FAF Advisors personnel who receive such information must treat the information as material nonpublic information and must fully comply with the procedures set forth herein to prevent the misuse of that information. Under such circumstances, and as provided more specifically below, employees must immediately contact Jason Mitchell in Compliance.

Page 12 of 28

DUTY OF CONFIDENTIALITY

Just as FAF Advisors and its personnel are prohibited from trading while in possession of material nonpublic information, they are likewise required to maintain the confidentiality of such information and not disclose, or "tip," that information to others. In this regard, it is important to note that except as expressly provided in the following sections, this duty of confidentiality prohibits FAF Advisors personnel from disclosing material nonpublic information to other FAF Advisors personnel. The prohibition against disclosure or misuse of material nonpublic information also applies fully to FAF Advisors and its employees even though FAF Advisors (or any affiliate) is not requested or engaged to provide any services in connection with the transaction or development underlying the material nonpublic information.

MATERIAL NONPUBLIC INFORMATION ABOUT U.S. BANCORP

FAF Advisors personnel are "insiders" when they possess material nonpublic information about the business or activities of U.S. Bancorp (such as unannounced results of operations, the proposed issuance of U.S. Bancorp securities or other major developments or transactions by U.S. Bancorp or its affiliates) that, when publicly disclosed, may affect the market values of U.S. Bancorp securities or securities of other companies. FAF Advisors personnel who possess "inside" information about U.S. Bancorp must comply with all of the policies set forth herein against misuses of that information. See also the U.S. Bancorp Code of Ethics and Business Conduct.

MATERIAL NONPUBLIC INFORMATION ABOUT MUTUAL FUNDS

FAF Advisors personnel are "insiders" when they possess material nonpublic information about the business or activities of any of the open-end or closed-end funds for which FAF Advisors is an investment adviser or sub-adviser. With respect to the closed-end funds, public disclosure of this information could affect the market values of the shares in any of such funds. FAF Advisors personnel who possess "inside" information about any of the funds must comply with all of the policies set forth herein against misuses of that information. This includes the following prohibitions:

- FAF Advisors personnel may not disclose the portfolio holdings of the funds to an outside party without formal approval from the FAF Advisors Investment Policy Committee; and

- FAF Advisors personnel may not buy or sell shares of the funds for personal accounts, or recommend that anyone else do so, in a manner that is designed to profit from inside information.

CONTACTS WITH MANAGEMENT

In nonpublic meetings with management or any insider, whether formal or informal, it is important for FAF Advisors personnel to remember:

- FAF Advisors personnel may not attempt to force or prompt a corporate spokesperson to selectively disclose material nonpublic information. If selective disclosure does occur as a result of such actions it is possible that the FAF Advisors

Page 13 of 28

personnel involved and FAF Advisors itself could be charged with aiding and abetting or causing a selective disclosure violation by the company;

- Extreme care must be taken in seeking to have a corporate spokesperson comment on an analyst's financial model or comment on the issuer's earnings forecast. Depending on the circumstances, such comments can be deemed to be "material." The SEC has recognized that such comments are not always material, but their materiality will be determined in hindsight. Key considerations identified by the SEC staff include the amount of time that has elapsed since the company's last public comment (comments late in the quarter are more likely to be material) and whether there have been intervening events (confirmation of a forecast despite the loss of a key customer may be material). The staff has also cautioned that reference to a forecast, without more, could be considered a confirmation of the forecast that might "entangle" FAF Advisors in the company's selective disclosure. An issuer can comment on an analyst's financial model without disclosing material nonpublic information. For example, an issuer ordinarily would not be conveying material nonpublic information if it corrected historical facts that were a matter of public record. An issuer also would not be conveying inside information if it shared seemingly inconsequential data, which, pieced together with public information by a skilled analyst with knowledge of the issuer and the industry, helps form a mosaic that reveals material nonpublic information. Further, an issuer may reveal this type of data even if, when added to the analyst's own fund of knowledge, it is used to construct her ultimate judgments about the issuer. An issuer may not use the discussion of an analyst's model as a vehicle for selectively communicating - either expressly or in code - material nonpublic information;

- If, in a meeting with management, FAF Advisors personnel receive selectively disclosed material nonpublic information, FAF Advisors personnel must comply with all of the policies and procedures set forth herein, including the prohibition against trading on the inside information.

PRIVATE INVESTMENTS IN PUBLIC ENTITIES ("PIPES")

The fact that a company is planning to make an offering of a PIPE may be material nonpublic information. This is especially true with small or early stage companies for which this additional capital may have a significant impact on the prospects of the company. In dealing with PIPES (and other private placement transactions) FAF Advisors personnel should remember:

- Ordinarily in such transactions the issuer will require the potential investor to sign agreements that include a disclosure that the offering is material nonpublic information and a representation by the potential investor that they will keep the information confidential. Such agreements must be reviewed by the FAF Advisors Legal and/or Compliance Departments before they can be executed on behalf of FAF Advisors;

- Once FAF Advisors personnel become aware of a PIPE transaction that is material and nonpublic they are required to immediately notify Jason Mitchell in

Page 14 of 28

the Compliance Department to have the issuer placed on the Insider List described below; and

- To the extent FAF Advisors personnel involved in the transaction hold the issuer's publicly traded securities in their personal accounts or the issuer's securities are held in FAF Advisors advisory or proprietary accounts (including mutual funds), such FAF Advisors personnel may not make additional purchases or sales of the issuer's securities in those accounts or in any other accounts until the PIPE transaction has been completed, publicly disclosed and the market has had sufficient time to respond to such disclosure.

CONSULTANTS

Neither FAF Advisors nor FAF Advisors personnel may retain consultant (including research providers) to obtain material nonpublic information. Extreme caution should be exercised with regard to any consultant that claims they can obtain information before the media or promises the "first call" on investment issues. In dealing with consultants FAF Advisors personnel should remember:

- FAF Advisors personnel are responsible for assessing all information received from consultants to determine if it constitutes, or may constitute, material nonpublic information. If material nonpublic information is received from a consultant the Procedures set forth below must be followed.

CREDITORS' COMMITTEES

In connection with high yield and distressed debt investment strategies, FAF Advisors personnel may serve on an insolvent issuer's creditors' committee, or similar group, which provides FAF Advisors with access to material nonpublic information (e.g., internal financial projections, validity of claims, likelihood of reorganization, etc.). In such situations you must notify, Jason Mitchell in the Compliance Department before you agree to participate in creditors' committees or similar groups. These situations generally require special controls beyond those contained in these Policies and Procedures. The Legal and Compliance Departments will determine the controls that should be implemented on a case by case basis.

FAF ADVISORS POLICY ON INSIDER TRADING

FAF Advisors' policy on insider trading is that any FAF Advisors employee in possession of material nonpublic information must preserve the confidentiality of such information and abstain from trading until the inside information is publicly disclosed. It is fundamental to this policy that:

- No FAF Advisors employee, while in possession of material nonpublic information relevant to a security, shall purchase or sell or recommend or direct

Page 15 of 28

the purchase or sale of such security for the account of an advisory client (including mutual funds), proprietary account or anyone else.

- No FAF Advisors employee shall utilize or take advantage of material nonpublic information to purchase or sell securities for his or her own account, any account in which he or she has a direct or indirect beneficial interest (including accounts for family members), or any other account over which the employee has discretionary authority, a power of attorney or otherwise an ability to control.

- No FAF Advisors employee shall disclose material nonpublic information to any person outside the company, except for privileged discussions with FAF Advisors' legal counsel (in-house or outside counsel) as authorized by the Chief Compliance Officer or the Legal Department.

- Any FAF Advisors employee who obtains material nonpublic information that is later disclosed to the general public must allow sufficient time to elapse for the investing public to assimilate and evaluate the information before taking any action for an advisory account or his/her personal account on the basis of the disclosed facts.

- The foregoing prohibitions apply not only to the securities of the issuers to which the material nonpublic information is directly related but also to any other securities (for example, securities of companies in the same industry) that may reasonably be expected to be affected by the public disclosure of the material nonpublic information.

PLACING COMPANIES ON THE INSIDER LIST

All FAF Advisors employees who believe they may have come into possession of material nonpublic information should contact Jason Mitchell in the Compliance Department immediately to discuss adding a company to the Insider List. The following is the information that is generally needed when adding a company to the Insider List, although further information may be required:

- Company name

- Trading symbol ("ticker")

- The nature of material nonpublic information and how it was obtained

- Who reported the item

- All people who have knowledge of the information

Page 16 of 28

Compliance is responsible for the adding and deleting of securities on the Insider List. The Chief Compliance Officer or Legal Department shall take appropriate action, which may include consultation with counsel (in-house or outside), for the placing or removal of the subject company on or from the Insider List. The procedures require that the Compliance Department monitor the trading of securities of companies identified on the List. This trading review covers activity affected by FAF Advisors, its customers and employees for an appropriate period of time as mandated either by policy, rule or special circumstances. The Insider List restricts trading within the security. If suspicious activity is detected, the Compliance Department will determine the most appropriate course of action. If a client directed trade is requested for a security on the Insider List and the trade is denied, Ruth Mayr in Portfolio Compliance must be contacted to discuss the situation.

REFERENCE SECURITIES ALSO INCLUDED

Trading restrictions and monitoring activity for the period in which companies are included on the Insider List will apply to the securities of such companies and to any reference securities. Reference securities are any securities into which the security of a listed company may be converted, exchanged, exercised or which may determine the value of such security.

NO COMMUNICATION OF THE INSIDER LIST

The contents of the Insider List are highly confidential and known only by certain personnel in senior management, the Compliance Department, the Legal Department and others who are directly involved with the situation at hand. Under no circumstances is it permissible for an employee to indicate to any other person (including employees or clients) that a company is on the Insider List.

BRINGING ADDITIONAL PERSONS "OVER THE WALL"

Senior management, the Chief Compliance Officer or the Legal Department, depending on the circumstances and at their discretion, may bring some or all of FAF Advisors' portfolio managers, traders or research analysts "over the Wall" (effectively limiting their trading and recommendations) to help avoid the appearance of impropriety. Such an action may be warranted, for example, where a concern exists that certain material nonpublic information known to some FAF Advisors individuals may be attributed to others. For instance, in a case where material nonpublic information is known by one of two portfolio managers who co-manage a fund, it may, depending on the circumstances, help in avoiding the appearance of impropriety to bring the other portfolio manager "over the Wall."

MANAGEMENT/CONSULTANT MEETING LOG

Each time FAF Advisors research analysts and/or portfolio managers participate in a nonpublic meeting within FAF Advisors with corporate management or an outside consultant (including research providers) to discuss the fundamentals or other aspects of one or more publicly traded companies, the employees of the company or consultant participating in the meeting are required

Page 17 of 28

to be recorded in the FAF Advisors conference room scheduler, maintained by Pam Bowler. The scheduler will include the following information:

- Date and time of the meeting;

- Participants in the meeting, including all FAF Advisors personnel and outside parties, including their names and titles; and

- Identity of the company(ies) discussed during the meeting, including ticker symbol(s), if applicable.

The scheduler will be periodically monitored by FAF Advisors Compliance. FAF Advisors research analysts and/or portfolio managers participating in nonpublic meetings outside of FAF Advisors shall provide the same information contained in the scheduler directly to Jason Mitchell in the Compliance department as soon as possible upon return to FAF Advisors. Quarterly, the Compliance department will compare the information recorded from the meeting scheduler with personal trades through the CTI Examiner system.

MONITORING TRADING ACTIVITY IN CONNECTION WITH AFFILIATES

Periodically, the Compliance department may provide the FAF Advisors Insider List with the compliance or legal personnel of U.S. Bancorp affiliates. The Compliance department may also compare, in whole or in part, the lists of companies on the insider lists of affiliates with the trading records of FAF Advisors client, proprietary and personal accounts from the CTI Examiner system for personal trades and the Charles River Management System for client and proprietary account trades.

FAILURE TO COMPLY

Any violation of this section of the Code may result in disciplinary action, and, when appropriate, termination of employment and/or referral to appropriate governmental agencies.

EDUCATION AND TRAINING OF EMPLOYEES

FAF Advisors requires all employees to attest to their understanding of the Code of Ethics and the Insider Trading Policy. This policy may be implemented through the use of training sessions, memos, educational articles and the following:

- All employees are required to initially sign an Acknowledgement and Agreement to Comply with FAF Advisors' Insider Trading Policy and Procedures. Thereafter, additional sign-offs are received on a quarterly basis.

- Annual Code of Ethics training will be conducted for all FAF Advisors employees, which will incorporate the Insider Trading Policy.

Page 18 of 28

- Training will be held on a monthly basis for all new FAF Advisors employees for the Code of Ethics, which will include training on the Insider Trading Policy.

RECORD RETENTION

The Compliance Department will retain all documents and records created in accordance with these Policies and Procedures. These records will be retained for at least six years, the first two years in the principal office of FAF Advisors.

OTHER CONFLICTS OF INTEREST

A. MAY I PROVIDE INVESTMENT ADVICE TO OTHERS?

You are prohibited from engaging in outside business or investment activities that may interfere with your duties with FAF Advisors or potentially impair FAF Advisors' reputation. For these reasons, you may not provide investment advice to anyone other than FAF Advisors clients (including the FUNDS) without prior written authorization from the Legal or Compliance Department.

B. MAY I SERVE AS A DIRECTOR OF ANOTHER COMPANY?

You are prohibited from serving as a member of the board of directors (or other advisory board) of any publicly traded company absent prior authorization by the ICCC and the FUNDS' Board of Directors. Authorization, when granted, will only be given if (i) the FUNDS' Board determines that service on a board is consistent with the interests of the FUNDS, and the FUNDS' shareholders; (ii) the ICCC determines that service of a board is consistent with the interest of FAF Advisors and its clients; and (iii) both the FUNDS' Board and the ICCC determine that service on a board presents a limited potential for any conflict of interest (at the time of the determination or in the future). In addition, U.S. Bancorp has developed additional limitations on service on a board of directors by employees of FAF Advisors. For additional information see U.S. Bancorp's Code of Ethics or FAF Advisors' Compliance Department.

C. WHEN MAY I DISCLOSE CONFIDENTIAL INFORMATION?

Information about our clients (including former clients) and fund shareholders, for example, their identities, financial circumstances and holdings, is highly confidential. So is information about our securities recommendations, pending transactions for a client or Fund, and Fund portfolio holdings. All of us at FAF Advisors must keep confidential information in strict confidence. Confidential information must not be disclosed to anyone outside FAF Advisors, including family members, except as required to effect securities transactions on behalf of a client or Fund or for other legitimate business purposes. You must observe FAF Advisors' procedures to safeguard the security of any confidential information.

D. MAY I GIVE OR RECEIVE GIFTS?

The Compliance Department shall periodically review such records and provide Department heads with exceptions.

FAF Advisors, as a policy, follows U.S. Bank's policy regarding gifts. As a general rule, you must not solicit, allow yourself to be solicited, or accept gifts, entertainment, or other gratuities intended

Page 19 of 28

to or appearing to influence decisions or favors toward FAF Advisors' business to or from any client, potential client, FAF Advisors vendor or potential vendor.

Non-NASD Registered Employees of FAF Advisors: You may not give and should refrain from accepting individual gifts with a value exceeding $100, even if the gift is not intended to influence your behavior, or to influence another. Any gift given or received with a value in excess of $30 must be reported in the FAF Advisors Gift, Entertainment and Meals Tracking database. In isolated circumstances, when a gift is received with a value in excess of $100 and returning the gift would offend the giver, you may accept the gift only if you disgorge an amount equal to the value of the gift (less the $100 amount you are allowed) to a charitable organization. Such an exception to the Gift Policy will only be allowed upon your receipt of the written consent of the Compliance Department. Contact the Compliance Department for more details on charitable donations.

NASD Registered Employees of FAF Advisors: You may not give or accept individual gifts with a value exceeding $100 from any entity either doing business with FAF Advisors or intending to influence business with FAF Advisors in a calendar year. Gifts with a value exceeding $30 must be reported promptly in the FAF Advisors Gift, Entertainment and Meals Tracking database.

You may accept or provide reasonable business meals and entertainment if the client, potential client FAF Advisors vendor or potential vendor is physically present at the business meal or entertainment. In the event that any such business meal and/or entertainment has a value exceeding $100 per person you must promptly report the meal or entertainment in the FAF Advisors Gift, Entertainment and Meals Tracking database. Compliance will review all reported gifts/entertainment on a quarterly basis and provide Department heads with exceptions to the policy.

A waiver to accept gifts, entertainment or other gratuities, and to attend events that fall outside this gift policy may be granted if a significant benefit would accrue to FAF Advisors. A waiver may be granted by the Compliance Department and should be reported using the FAF Advisors Gift Tracking database.

Every quarter you must certify that you have been in compliance and will continue to comply with the FAF Advisors' and U.S. Bank's policies regarding gifts. The quarterly certification can be completed electronically at the same time you certify your personal securities transactions.

A copy of the Bank's policy is available on the intranet.

E. MAY I MAKE POLITICAL AND CHARITABLE CONTRIBUTIONS?

You must not make political contributions for the purposes of obtaining or retaining advisory contracts with government entities. In soliciting political or charitable donations from various people in the business community, you must never allow the present or anticipated business relationships with FAF Advisors or any of its affiliates to be a factor in soliciting any contributions.

Page 20 of 28

ENFORCEMENT OF THE CODE AND SANCTIONS

While the Code of Ethics will be monitored by the FAF Advisors Compliance group, enforcement of the Code for PAM employees will be done by the Trust Compliance group.

This Code has been adopted by FAF Advisors and is administered by the Compliance Department under the authority of the Internal Compliance Control Committee ("ICCC"). FAF Advisors' Chief Compliance Officer regularly reports on the operation of the Code and any changes he or she believes appropriate. In addition, the Chief Compliance Officer will promptly report any material violations of the Code, the results of any investigation he or she has conducted, and recommend sanctions to the ICCC. The ICCC may delegate the enforcement of immaterial breaches of the Code to the Chief Compliance Officer subject to his or her making a report of those violations and the actions at the next quarterly meeting of the ICCC.

Transaction costs associated with an action and any loss realized on the transaction must be borne by the responsible employee. Gains from an ICCC sanction must be transferred to an account maintained by FAF Advisors, for distribution to charity.

In considering actions to enforce the Code, the ICCC will consider all of the relevant facts and circumstances of the incident and the employee's prior record of compliance with the Code. Following its review, the ICCC may impose sanctions as it deems appropriate, including oral reprimand, a letter of censure, a fine, a reduction in salary or position, suspension without pay, termination of personal trading privileges, and/or termination of the employment of the violator. A violator will be obligated to pay any sums due resulting from a violation by a member of his/her immediate family.

The imposition of sanctions under this Code does not preclude the imposition of additional sanctions by the FUNDS' Board of Directors and cannot be deemed a waiver of any rights by any FUND or client. In addition to sanctions that may be imposed, persons who violate this Code may be subject to various penalties and sanctions including, for example, injunctions, treble damages, disgorgement of profits, fines of up to three times the profit gained or loss avoided (whether or not the violator actually benefited), and jail sentences.

REPORTING TO THE BOARD

No less than annually, the Chief Compliance Officer shall submit to the Board of Directors a written report that describes any issues that have arisen under the Code (including procedures implementing the Code) since the last report to the Board of Directors, including, but not limited to, information about any material violations of the Code or procedures and sanctions imposed in response to any material violations. The Chief Compliance Officer shall also certify, in writing to the Board of Directors, that FAF Advisors has adopted procedures reasonably necessary to prevent Access Persons and Restricted Access Persons from violating the Code.

WHISTLEBLOWING PROVISION

Any FAF Advisors employee who receives a complaint regarding (i) accounting, internal accounting controls, and auditing matters with respect to FAF Advisors or its clients, or (ii) information regarding any other matter that could reasonably be expected to require

Page 21 of 28

disclosure to FAF Advisors' Internal Compliance Control Committee shall promptly forward the complaint or information to the Chief Compliance Officer. If complaints or information are received by any FAF Advisors employee which allege wrongdoing affecting FAF Advisors in other than those noted above, those complaints or information shall also be forwarded to the Chief Compliance Officer.

RECORD RETENTION

The Compliance Department will retain all documents and records created in accordance with the Code of Ethics. These records will be retained for at least six years, the first two years in the principal office of FAF Advisors.

Page 22 of 28

GLOSSARY

A. ACCESS PERSONS means any directors or officer of FAF Advisors, as well as any employee who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Fund. See also RESTRICTED ACCESS PERSON.

B, BENEFICIAL OWNERSHIP of a Security is to be determined generally in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 ("1934 Act"). This means that persons should generally consider themselves the "Beneficial Owner" of any Security in which they have a direct or indirect financial interest. In addition, persons should consider themselves the "Beneficial Owner" of any Security held by their spouse, minor children, relatives who share their home, or other persons by reason of any contract, arrangement, understanding, or relationship that provides them with sole or shared voting or investment power over that SECURITY.

Although the following list is not exhaustive, under the 1934 Act and this Code, a person generally would be regarded to be the "Beneficial Owner" of the following SECURITIES:

2. SECURITIES held in the person's own name;

3. SECURITIES held with another in joint tenancy, community property, or other joint ownership;

4. SECURITIES held by a bank or broker as nominee or custodian on such person's behalf or pledged as collateral for a loan;

5. SECURITIES held by members of the person's immediate family sharing the same household ("immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships and also includes a registered domestic partner);

6. SECURITIES held by a relative not residing in the person's home if the person is a custodian, guardian or otherwise has or shares control over the purchase, sale, or voting of the Securities;

7. SECURITIES held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions;

8. SECURITIES held by a trust for which the person serves as a trustee (other than an administrative trustee with no investment discretion);

9. SECURITIES held by a general partnership or limited partnership in which the person is a general partner;

10. SECURITIES owned by a corporation in which the person has a control position or in which the person has or shares investment control over the portfolio Securities (other than a registered investment company);

Page 23 of 28

11. SECURITIES in a portfolio giving the person certain performance-related fees; and

12. SECURITIES held by another person or entity pursuant to any agreement, understanding, relationship or other arrangement giving the person any direct or indirect pecuniary interest.

C. BLACKOUT PERIODS means the time period during which buying or selling a security is prohibited. See Section E under Personal Securities Transactions.

D. CONTROL shall have the meaning as set forth in Section 2(a)(9) of the 1940 Act. For example, "control" means the power to exercise a controlling influence over the management or policies of a company. Beneficial Ownership of more than 25% of the voting securities of a company is presumed to be "control" of that company.

E. EXEMPT SECURITY includes:

1. Direct obligations of the Government of the United States;

2. Bankers' acceptances, bank certificates of deposit, commercial paper;

3. High-quality short-term debt instruments including repurchase agreements;

4. Shares issued by registered open-end investment companies for which FAF Advisors does not serve as investment adviser or subadviser; and

5. Shares of any money market series of the FUNDS.

F. FUNDS means the First American Funds, Inc.

G. IAG means the Institutional Advisory Group of FAF Advisors, which is responsible for the management of separate accounts for instititional clients as well as funds registered with the SEC.

H. INITIAL PUBLIC OFFERING means an offering of Securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act.

I. MATERIAL NON-PUBLIC INFORMATION

Information is "material" if it has "market significance" in the sense that disseminating the information is substantially likely to affect the market price of any outstanding securities, or is substantially likely to be considered important by reasonable investors in deciding whether to trade the securities. Information is not considered "public" unless it has been reported in the news media, revealed by the issuer in a public forum, discussed in a publicly disseminated research report, or otherwise made publicly available.

Examples of potentially "material" information that should be reviewed carefully to determine whether they are material in the context of a particular situation include:

1. Information about any First American Fund's or client account's portfolio holdings, trading strategies, and securities transactions;

2. Earnings information, including new or changed earnings estimates;

Page 24 of 28

3. Mergers, acquisitions, tender offers, joint ventures, or changes in assets;

4. New products or discoveries, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract);

5. Significant corporate developments, such as results of tests regarding safety or effectiveness of products that may impact regulatory approvals (e.g., FDA testing);

6. Changes in control or in management;

7. Auditor resignation, change in auditors, or auditor notification that the issuer may no longer rely on an auditor's audit report;

8. Events regarding the issuer's securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, changes in debt ratings, advanced refundings, public or private sales of additional securities, including Private Investments in Public Entities - "PIPES";

9. Bankruptcies or receiverships;

10. Status of union or other significant contract negotiations;

11. Confidential government information relating to government-issued securities;

12. Major litigation; and

13. Any other significant information that would have an impact on the price of a company's securities.

J. PRIVATE PLACEMENT means an offering that is exempt from registration under the Securities Act of 1933 ("1933 Act") pursuant to Section 4(2) or Section 4(6), or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

K. PAM means the Private Asset Management Group of U.S. Bancorp, which, generally, is responsible for the management of client assets for U.S. Bank's Institutional Trust and Custody group as subadviser (PAM may also manage separate accounts for high net worth clients).

L. RESTRICTED ACCESS PERSON means any ACCESS PERSON who is actually involved in making investment recommendations to FAF Advisors clients, participate in the determination of which investment recommendations will be made, or has the power to influence management of the FUNDS, or execute trades for any FUND or client accounts. RESTRICTED ACCESS PERSONS generally include research analysts, traders, portfolio/fund managers, executive management of FAF Advisors, members of the Legal and Compliance Departments, and their executive or departmental assistants.

M. "SECURITY" or "SECURITIES" shall include all the instruments set forth in
Section 2(a)(36) of the 1940 Act, i.e., any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a

Page 25 of 28

security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a 'Security' or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. For purposes of this Code, "SECURITY" or "SECURITIES" shall also include any futures contract, option on a futures contract, forward agreement, SWAP agreement (including caps, floors, and collars), and any other derivative instrument. "SECURITY" or "SECURITIES" shall not include checking and other demand or time deposits maintained at a bank or similar financial institution.

Page 26 of 28

EXHIBIT 1

ACKNOWLEDGMENT AND AGREEMENT TO COMPLY

By signing this Acknowledgement and Agreement to Comply I certify the following:

- I have also read and understand the Code of Ethics, (the "Code") and have had an opportunity to ask any questions that I may have had concerning the Code.

- I understand that I am responsible for complying with the Code and agree to comply.

- I agree that I will not execute any prohibited transactions or trade without obtaining the necessary pre-clearance.

- I agree that I will not trade on the basis of insider information.

- I agree to comply with FAF Advisors' policies regarding other conflicts of interest, including its Gift Policy.

- I also understand that the Legal and Compliance Departments can assist me with questions I may have concerning the Code. I agree to contact them if I have any questions concerning the Code or the interpretation or application of the Code to a particular situation.

- I understand that my compliance with this Code and all applicable laws is a condition of my involvement with FAF Advisors.

- I have reported all material violations of the Code within the scope of my knowledge to the appropriate officer of FAF Advisors.

- I understand that my violation of the Code may subject me to personal civil and criminal liability, regulatory fines and/or suspensions. I also understand that my violation of the Code subject FAF Advisors to civil and criminal liability as well as regulatory discipline.

Print Name Legibly

Signature

Date

Page 27 of 28

EXHIBIT 2

CODE OF ETHICS CONTACT LIST

If you think you or any other employee has violated the Code of Ethics, please call:

_______________, Chief Compliance Officer: 612-303-xxxx : Fax 612-303-xxxx

_______________, General Counsel, Legal: 612-303-xxxx: Fax 612-303-xxxx

_______________, CEO, FAF Advisors: 612-303-xxx

Please contact the following people with any questions concerning:

Code of Ethics Policy and Procedures:

_______________, Director of Compliance, Advisory: 612-303-xxxx

_______________, Compliance Manager: 612-303-xxxx: Fax 612-303-xxxx

_______________, Compliance Analyst: 612-303-xxxx: Fax 612-303-xxxx fafcodeofethics@fafadvisors.com

Insider Trading:

_______________, Compliance Manager: 612-303-xxxx

Portfolio Compliance:

_______________, Director of Compliance, Portfolio: 612-303-xxxx

_______________, Compliance Manager: 612-303-xxxx

Page 28 of 28

ALTRINSIC GLOBAL ADVISORS, LLC

CODE OF ETHICS

(BEST PRACTICES--ANNOTATED)

Adopted 11/01/04

Amended 12/1/05; 3/1/06; 5/3/06; 1/1/07; 12/31/07; 12/1/08

I. INTRODUCTION

High ethical standards are essential for the success of Altrinsic and to maintain the confidence of clients, including Altrinsic's investment funds, and investors in investment funds managed by Altrinsic ("clients"). Altrinsic's long-term business interests are best served by adherence to the principle that the interests of clients come first. We have a fiduciary duty to clients to act solely for the benefit of our clients. All personnel of Altrinsic, including members, directors, officers and employees of Altrinsic must put the interests of Altrinsic's clients before their own personal interests and must act honestly and fairly in all respects in dealing with clients. All personnel of Altrinsic must also comply with all Federal Securities Laws.

In recognition of the Advisor's fiduciary duty to its clients and Altrinsic's desire to maintain high ethical standards, Altrinsic has adopted this Code of Ethics (the "Code") pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") and Rule 204A-1 under the Advisers Act of 1940 (the "Advisers Act"). The Code contains provisions designed to (1) prevent improper personal trading by Access Persons of Altrinsic; (2) identify conflicts of interest; and (3) provide a means to resolve any actual or potential conflict of interest.

Adherence to the Code and the related restrictions on personal investing is considered a basic condition of employment by Altrinsic. If you have any doubt as to the propriety of any activity, you should consult with the Compliance Officer, who is charged with the administration of this Code.

II. DEFINITIONS

1. Access Person means any Supervised Person (i) who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding portfolio holdings of any client and Reportable Fund or (ii) who is involved in making securities recommendations to clients (or who has access to such recommendations that are nonpublic).

NOTE: For purposes of this Code, all Supervised Persons are considered Access Persons.

2. Automatic Investment Plan means a program in which regular, periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

3. Beneficial Ownership includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect financial interest other than the receipt of an advisory fee.

4. Federal Securities Laws mean the Securities Act of 1993, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach Bliley Act, any rules adopted by the Securities and Exchange Commission ("SEC") under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder.

5. Initial Public Offering or IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of section 13 or section 15(d) of the Securities Exchange Act of 1934.

6. Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) of the Securities Act of 1933 or to rules 504, 505 or 506 under the Securities Act of 1933.

7. Personal Account means any account in which an Access Person has any Beneficial Ownership.

8. Reportable Security means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include:

(i) Direct obligations of the Government of the United States;

(ii) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(iii) Shares issued by money market funds;

(iv) Shares issued by open-end funds other than Reportable Funds; and

(v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

9. Reportable Fund means any registered investment company for which Altrinsic serves as investment adviser, sub-advisor or whose investment adviser or principal underwriter controls Altrinsic, is controlled by Altrinsic or is under common control with Altrinsic.

10. Restricted Security means any security that (i) a client owns or is in the process of buying or selling or (ii) Altrinsic is researching, analyzing or considering buying or selling for a client

11. Supervised Person means any partner, officer, director, member or employee of Altrinsic, or other person who provides investment advice on behalf of Altrinsic and is subject to the supervision and control of Altrinsic.

III. APPLICABILITY OF CODE OF ETHICS

Personal Accounts of Access Persons. This Code of Ethics applies to all Personal Accounts of all Access Persons.

A Personal Account also includes an account maintained by or for:

- An Access Person's spouse and minor children;

- Any individuals who live in the Access Person's household and over whose purchases, sales, or other trading activities the Access Person exercises control or investment discretion;

- Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services;

- Any trust or other arrangement which names the Access Person as a beneficiary or remainderman; and

- Any partnership, corporation or other entity in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person exercises

effective control.(1)

A comprehensive list of all Access Persons and Personal Accounts will be maintained by Altrinsic's Compliance Officer.

IV. RESTRICTIONS ON PERSONAL INVESTING AND OTHER ACTIVITIES

1. General. It is the responsibility of each Access Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code of Ethics or otherwise prohibited by any applicable laws. Personal securities transactions by Access Persons may be effected ONLY in accordance with the provisions of this Section.

2. General Prohibition on Personal Trading. Except for sale transactions in Reportable Securities that have been pre-cleared pursuant to
Section IV.3. below, Access Persons are prohibited from engaging in purchases of personal securities transactions in Reportable Securities except for ETFs and closed end funds which also must be pre-cleared pursuant to Section IV.3.below. This prohibition includes the acquisition of Beneficial Ownership of Reportable Securities offered through IPOs and Limited Offerings.

3. Pre-clearance of Transactions in Personal Account. An Access Person MUST OBTAIN THE PRIOR WRITTEN APPROVAL of the Compliance Officer before engaging in any transaction involving (1) the disposition or sale of any Reportable Security held in a Personal Account prior to the person's date of hire or (2) the purchase or sale of ETFs or (3) the purchase or sale of closed end funds. Such transactions include dispositions of Reportable Securities through IPOs and Limited Offerings.

The Compliance Officer may approve the transaction if the Compliance Officer concludes that the transaction would comply with the provisions of this Code and is not likely to have any adverse economic impact on clients. A request for pre-clearance must be made by completing the Pre-clearance Form and submitting it to the Compliance Officer in advance of the contemplated transaction. A Pre-clearance Form is attached as Attachment A. Generally, any security appearing on the list of Restricted Securities will not be approved for personal trading.

Any approval given under this paragraph will remain in effect for 24 hours.

4. Service on Boards of Directors. A Supervised Person shall not serve as a director (or similar position) on the board or as an officer of any company unless the Supervised Person has received written approval from the Compliance Officer and Altrinsic has adopted policies to address such service.

5. Gifts. Supervised Persons are prohibited from accepting or giving any gift greater than $100 in value from any person or company that does business with Altrinsic, investment company or a private investment vehicle managed by Altrinsic. The Compliance Officer maintains a gift/entertainment log. Unsolicited business entertainment, including meals or tickets to cultural and sporting events are permitted if they are not so frequent or of such high value as to raise a question of impropriety.

V. EXCEPTIONS FROM PRE-CLEARANCE PROVISION (SECTION IV.3.)

The requirements of Section IV.3. of the Code shall not apply to the following:

1. Sales of Reportable Securities which are part of an Automatic Investment Plan;

2. Sales of Reportable Securities that are non-volitional on the part of the Access Person such

(1) The limited partnerships for which Altrinsic serves as general partner and/or investment adviser will not be treated as Personal Accounts. For purposes of the Code, the limited partnerships will be treated as client accounts.

as sales that are made pursuant to a merger, tender offer or exercise of rights;

3. Sales of Reportable Securities effected in, and the holdings of, any account over which the Access Person has no direct or indirect influence or control (i.e., blind trust, discretionary account or trust managed by a third party).

VI. REPORTING

1. Quarterly Report of Personal Securities Transactions. Not later than thirty (30) days after the end of each calendar quarter, each Access Person must submit a written report ("Quarterly Report of Personal Securities Transactions"), a form of which is attached hereto as Attachment B, to the Compliance Officer regarding any transaction during the previous calendar quarter in a Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership.

(A) If an Access Person had no reportable transactions or did not open a new account during the quarter, such person is still required to submit a report. The report must indicate that there were no reportable transactions during the quarter.

(B) Each Access Person will be required to direct his or her brokers or custodians or any persons managing the Access Person's accounts in which any Reportable Securities are held (i.e., Personal Accounts) to supply the Compliance Officer with duplicate copies of brokerage or account statements within thirty
(30) days after the end of each calendar quarter.

2. Annual Holdings Reports. By January 31 each year, each Access Person must submit to the Compliance Officer a signed and dated Annual Holdings Report, a form of which is set forth as Attachment C, containing the following information (current as of a date not more than 45 days prior to the date of the report):

(A) The title, number of shares and principal amount of each Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership;

(B) The name of any broker-dealer or financial institution with which the Access Person maintains an account in which securities are held for the direct or indirect benefit of the Access Person (i.e., a Personal Account);

(D) In lieu of providing an Annual Holdings Report, each Access Person may provide brokerage or account statements as long as they contain the same information required to be reported in the Annual Holdings Reports.

3. Initial Holdings Reports. No later than ten (10) days after commencement of employment with Altrinsic, each Access Person must submit to the Compliance Officer a signed and dated Initial Holdings Report, a form of which is set forth as Attachment C, containing the following information (current as of a date not more than 45 days prior to the date of the report):

(A) The title, number of shares and principal amount of each Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership;

(D) In lieu of providing an Initial Holdings Report, each Access Person may provide brokerage or account s statements as long as they contain the same information required to be reported in the Initial Holdings Reports.

4. Exceptions to Reporting Requirements.

(A) An Access Person need not submit any report with respect to transactions effected for and Reportable Securities held in accounts over which the Access Person has no direct or indirect influence or control.

(B) An Access Person need not report with respect to transactions effected pursuant to an Automatic Investment Plan in the Quarterly Report of Personal Securities Transactions.

5. Supervised Persons must report immediately any suspected violation of the Code to the Compliance Officer.

VII. INSIDER TRADING

A. Policy Statement on Insider Trading

Altrinsic forbids any member, officer, director or employee from trading, either personally or on behalf of others, including private accounts managed by Altrinsic, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." Altrinsic's policy applies to every member, officer, director and employee and extends to activities within and outside their duties at Altrinsic. Every member, officer, director and employee must read and retain this policy statement. Any questions regarding Altrinsic's policy and procedures should be referred to the Compliance Officer.

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

- trading by an insider, while in possession of material nonpublic information; or

- trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or

- communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Compliance Officer.

1. Who is an Insider?

The concept of "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, members of a creditors committee and the employees of such organizations. In addition, Altrinsic may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

2. What is Material Information?

"Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors and employees should consider material includes, but is not limited to:
dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

Material information does not have to relate to a company's business. For example, in Carpenter v. U.S., 18 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

3. Contacts with Public Companies.

Altrinsic may make investment decisions on the basis of the firm's conclusions formed through such contacts and analysis of publicly-available information regarding foreign and U.S. companies. Difficult legal issues arise, however, when, in the course of these contacts, an employee of Altrinsic becomes aware of material, nonpublic information about those companies. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, you should contact the Compliance Officer immediately if you believe that you may have received material, nonpublic information about a company.

4. Tender Offers.

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Company employees should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

5. What is Nonpublic Information?

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing on the internet, in Bloomberg, Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

6. Basis for Liability.

a. Fiduciary Duty Theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material, nonpublic information, but that such a duty arises only where there is a fiduciary relationship. That is, there

must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. Chiarella v. U.S., 445 U.S. 22 (1980).

In Dirks v. SEC, 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants), or they can acquire a fiduciary duty to the company's shareholders as "tippees" if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company's shareholders.

However, in the "tippee" situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

b. Misappropriation Theory

Another basis for insider trading liability is the "misappropriation" theory, where liability is established when trading occurs on material, nonpublic information that was stolen or misappropriated from any other person in breach of a duty owed to the source of the information, by defrauding such person of the exclusive use of such information.

In U.S. v. O'Hagan, 117 S. Ct. 2199 (1997), the Court found that an attorney defrauded his law firm and its client when he traded on knowledge of an imminent tender offer while representing the company planning to make the offer. Rather than premising liability on a fiduciary relationship between the company insider and the attorney, the Court based misappropriation liability on fiduciary attorney's deception of those who entrusted him with access to confidential information. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

7. Penalties for Insider Trading.

Penalties for trading on or communicating, material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

- civil injunctions;

- treble damages;

- disgorgement of profits;

- jail sentences;

- fines for the person who committed the violation of up to three times the profit gain or loss avoided, whether or not the person actually benefited; and

- fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained (or loss avoided), if the employer either fails to

maintain compliance procedures or fails to take appropriate steps to prevent the likely commission of acts constituting a violation.

In addition, any violation of this policy statement can be expected to result in serious sanctions by Altrinsic, including dismissal of the persons involved.

B. Procedures to Implement Altrinsic's Policy Against Insider Trading

The following procedures have been established to aid the members, officers, directors and employees of Altrinsic in avoiding insider trading, and to aid Altrinsic in preventing, detecting and imposing sanctions against insider trading. Every officer, director and employee of Altrinsic must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Compliance Officer.

1. Identifying Insider Information.

Before trading for yourself and others, including private accounts managed by Altrinsic, in the securities of a company about which you may have potential insider information, ask yourself the following questions:

- Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

- Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by the internet, being published in Reuters, the Wall Street Journal or other publications of general circulation?

If after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

- Report the matter immediately to the Compliance Officer.

- Do not purchase or sell the securities on behalf of yourself or others, including private client accounts managed by Altrinsic.

- Do not communicate the information inside or outside Altrinsic, other than to the Compliance Officer.

After the Compliance Officer has reviewed the issue or consulted with counsel (as appropriate), you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

2. Personal Securities Trading.

Altrinsic's Code of Ethics contains restrictions on the personal securities trading of persons subject to the Code. A personal securities transaction that would be permissible under the Code of Ethics is nevertheless still subject to this policy.

3. Restricting Access to Material Nonpublic Information.

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within Altrinsic, except as provided in paragraph 1 of this
Section II. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic

information should be sealed; access to computer files containing material nonpublic information should be restricted.

4. Resolving Issues Concerning Insider Trading.

If after consideration of the items set forth in paragraph II(A)(1), doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, you should discuss any issues with the Compliance Officer before trading or communicating the information to anyone. The Compliance Officer will document any reported concerns of insider information.

VIII. RECORDKEEPING

The Compliance Officer shall maintain records in the manner and extent set forth below, and these records shall be available for examination by representatives of the Securities and Exchange Commission:

1. a copy of the Code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

2. a record of any violation of the Code and of any action taken as a result of such violation shall be preserved for a period of not less than five years following the end of the fiscal year in which the violation occurs, the first two years in an easily accessible place;

3. a copy of (i) each written acknowledgement of receipt of the Code for each person who is currently, or within the past five years was, a Supervised Person and (ii) each report made by an Access Person pursuant to the Code, and any brokerage or account statements shall be preserved for a period of not less than five years from the end of the fiscal year in which the last entry was made on such record, the first two years in an easily accessible place;

4. a list of all Access Persons who are required, or within the past five years have been required, to make reports under the Code, and all persons who are responsible for reviewing such reports pursuant to the Code shall be maintained in an easily accessible place;

5. a copy of any report furnished to the board of any registered investment company to which Altrinsic provides advisory services pursuant to Section VIII below shall be preserved for a period of not less than five years from the end of the fiscal year in which the last entry was made on such record, the first two years in an easily accessible place; and

6. a record of any decision and supporting reasons for approving a pre-clearance request for at least five years after the end of fiscal year in which the approval is granted.

IX. REPORTS TO THE BOARD(S) OF REGISTERED INVESTMENT COMPANIES

No less frequently than annually, Altrinsic will furnish the Board of Directors or Trustees of any registered investment company (the "Board") to which Altrinsic provides advisory or sub-advisory services with a written report that:

1. describes any issues arising under this Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of this Code of Ethics or procedures relating to the registered investment company and sanctions imposed in response to the material violations; and

2. certifies that Altrinsic has adopted procedures reasonably necessary to prevent Access Persons from violating this Code of Ethics.

X. OVERSIGHT OF CODE OF ETHICS

1. Acknowledgment. The Compliance Officer shall annually distribute a copy of the Code of Ethics to all Supervised Persons. The Compliance Officer will also distribute promptly all amendments to the Code. All Supervised Persons are required annually to sign and acknowledge their receipt of the Code (and any amendments) by signing the form of acknowledgment attached as Attachment D or such other form as may be approved by the Compliance Officer.

2. Review of Transactions. Each Access Person's transactions in his/her Personal Account will be reviewed on a regular basis and compared with transactions for the clients and against the list of Restricted Securities. Any Access Person transaction that is believed to be a violation of this Code of Ethics will be reported promptly to the management of Altrinsic. The Director of Investments of Altrinsic will review the Compliance Officer's transactions and pre-clearance requests.

3. Sanctions. Altrinsic's management, with advice of legal counsel, at their discretion, shall consider reports made to them and upon determining that a violation of this Code of Ethics has occurred, may impose such sanctions or remedial action as they deem appropriate or to the extent required by law. These sanctions may include, among other things, fines, disgorgement of profits, suspension or termination of employment and/or criminal or civil penalties.

4. Reports to the Board. Altrinsic shall report to the Board of Directors or Trustees of any registered investment company (the "Board") to which Altrinsic provides advisory services, any material violation of the Code with respect to such company. Any person suspected of violating this Code may be called upon to explain the circumstances surrounding his or her non-clerical violation for evaluation by the Board.

5. Authority to Exempt Transactions. The Compliance Officer has the authority to exempt any Supervised Person or any personal securities transaction of an Access Person from any or all of the provisions of this Code of Ethics if the Compliance Officer determines that such exemption would not be against any interests of a client and is consistent with the requirements of Rule 17j-1 and Rule 204A-1. The Compliance Officer shall prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

6. ADV Disclosure. The Compliance Officer shall ensure that Altrinsic's Form ADV (1) describes the Code on Schedule F of Part II and (2) offers to provide a copy of the Code to any client or prospective client upon request.

XI. CONFIDENTIALITY

All reports of personal securities transactions and any other information filed pursuant to the Code shall be treated as confidential to the extent permitted by law.

ATTACHMENT A

ALTRINSIC GLOBAL ADVISORS, LLC

PRE-CLEARANCE FORM

FOR TRANSACTIONS IN PERSONAL ACCOUNTS OF ACCESS PERSONS

Access Persons must complete this Pre-clearance Form prior to engaging in any personal transaction (unless excepted by the Code of Ethics).

INVESTMENT INFORMATION

Issuer: __________________________

Equity Investments: Cmn Pfd Number of shares _________________

Debt Investments
Interest rate: ____________
Maturity date: ______________

TRANSACTION INFORMATION

Transaction Type (please circle): Purchase   Sale

Estimated Trade Date: _______________
Estimated Price: ____________________
Broker/Dealer: _____________________

Is the investment an initial public offering?*                       Y   N

Is the investment a private placement or investment opportunity of limited availability?* Y N Number of transactions over the last 30 day period? _______________

* If yes, provide a summary of investment, reasons and PPM or excerpt for review.

REPRESENTATION AND SIGNATURE

By executing this form, I represent that the information contained herein is accurate and complete and that my trading in this investment is not based on any material nonpublic information. I understand that pre-clearance will only be in effect for 24 hours from the time of the Compliance Officer's signature.

Employee Name (please print)

-------------------------------------   ---------------------------
Employee Signature                      Date

DISPOSITION OF PRE-CLEARANCE REQUEST

Approve
        -----------------------------   ---------------------------

Denied
       ------------------------------

Compliance Officer
                   ------------------

Date
     ------------------

                                                                    Attachment B

ALTRINSIC GLOBAL ADVISORS, LLC

QUARTERLY REPORT OF PERSONAL SECURITIES TRANSACTIONS

Our Code of Ethics and SEC regulations require that each Access Person* report, within 30 days of the end of each calendar quarter, any personal securities transactions in any account of the Access Person, or any account in which the Access Person or any immediate family or household member, has a direct or indirect pecuniary interest.

Transactions do not need to be reported for:

1) any account in which the adviser or any Access Person has no direct or indirect influence or control,

2) direct obligations of the U.S. Government, e.g., U.S. Treasury bills, notes and bonds,

3) high quality short-term instruments, e.g., U.S. bank certificates of deposit, bankers' acceptances, and commercial paper,

4) open-end investment companies, i.e., mutual funds unless our firm, or an affiliated company acts as investment adviser, sub-adviser or principal underwriter to the mutual fund(s); and

5) Units of unit investment trusts, so long as the unit investment trust is neither managed by our firm, any affiliate of our firm, nor invested in affiliated mutual funds.

Printed Name of Access Person

[ ] YES, I have had personal securities transactions within the past quarter as reported on: (check those that apply)

[ ] the attached page/or monthly brokerage statements

[ ] statements sent directly by my broker/dealer

[ ] the attached report

[ ] NO, I have had no personal securities transaction(s) in the past quarter.

This Report is to be signed, dated and returned to Deborah Judd,

Compliance Officer (or designated person), within 30 days of each quarter's end.

Quarter Ending

-------------------------------------   ---------------------------
Signature                               Date Submitted

-------------------------------------   -------------------
Reviewed by (CCO or designated person)  Date

* Note: For purposes of our Code of Ethics, all employees are deemed to be Access Persons.

ATTACHMENT C

ALTRINSIC GLOBAL ADVISORS LLC

INITIAL HOLDINGS REPORT/ANNUAL HOLDINGS REPORT

To:      Compliance Officer

From:    [Access Person]

Subject: Personal Securities Holdings

Pursuant to the Code, each Access Person must submit an initial holdings report and an updated annual holdings report that lists all Reportable Securities (as defined in the Code) in which such Access Person has a direct or indirect Beneficial Ownership (as defined in the Code).

Each Access Person is required to complete the form below and return it to the Compliance Officer. If this is an Initial Holdings Report, it must be submitted no later than ten (10) days after the date on which the undersigned became an Access Person. If this is an Annual Holdings Report, it must be submitted no later than January 31 each year with respect to the Access Person's holdings for the preceding year. The information set forth in an Initial Holdings Report and an Annual Holdings Report must be current as of a date no more than 45 days prior to the date on which the report is submitted.

                  Title & Amount of Security              Name of Broker,
              (including exchange ticker symbol           Dealer or Bank
              or CUSIP number, number of shares    Maintaining Account At Which
   Date             and principal amount)         Any Securities are Maintained
-----------   ---------------------------------   ------------------------------

(I have attached additional pages if required)

I certify that the names of any brokerage firms or banks where I have an account in which any securities are held are disclosed above.

Signed:
Print Name:
Date:

ATTACHMENT D

CODE OF ETHICS

ACKNOWLEDGEMENT

I hereby acknowledge receipt of the Altrinsic Global Advisors, LLC Code of Ethics and certify that I have read and understand it and agree to abide by it. I hereby represent that all my personal securities transactions will be effected in compliance with the Code.

I also confirm that I have instructed all brokerage firms where I maintain an account to supply duplicate copies of my quarterly brokerage account statements to the Compliance Officer.

Date:                                   ----------------------------------------
     --------------------               (Signature)


                                        ----------------------------------------
                                        (Print Name)

CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

FOR

LAZARD ASSET MANAGEMENT LLC
LAZARD ASSET MANAGEMENT SECURITIES LLC
LAZARD ASSET MANAGEMENT (CANADA) INC.
LAZARD ALTERNATIVES LLC

AND

CERTAIN REGISTERED INVESTMENT COMPANIES

Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada) Inc., Lazard Alternatives LLC (collectively "LAM"), and those U.S.-registered investment companies advised or managed by LAM that have adopted this policy ("Funds"), have adopted this policy in order to accomplish two primary goals: first, to minimize conflicts and potential conflicts of interest between LAM employees and LAM's clients (including the Funds and shareholders of the Funds), and between Fund directors or trustees ("Directors") and their Funds, and second, to provide policies and procedures consistent with applicable law, including Rule 204-2 under the Investment Advisers Act of 1940 (the "Advisers Act") and Rule 17j-1 under the Investment Company Act of 1940 ("1940 Act"), to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts. In addition, it is LAM's policy that LAM employees should not be engaging in short-term investing, including so-called market timing of any mutual funds, whether or not managed by LAM. This Policy therefore prohibits certain short-term trading activity by LAM employees.

ALL EMPLOYEES OF LAM, INCLUDING EMPLOYEES WHO SERVE AS FUND OFFICERS OR DIRECTORS, ARE "COVERED PERSONS" UNDER THIS POLICY AND ARE REQUIRED TO COMPLY WITH ALL APPLICABLE FEDERAL SECURITIES LAWS. Additionally, all Directors are subject to this policy as indicated below.

A. STATEMENT OF PRINCIPLES.

All Covered Persons owe a fiduciary duty to LAM's clients when conducting their personal investment transactions. Covered Persons must place the interest of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. All Directors owe a fiduciary duty to each Fund of which they are a director and to that Fund's shareholders when conducting their personal investment transactions. At all times and in all matters Directors shall place the interests of their Funds before their personal interests. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.

Covered Persons are reminded that they also are subject to other policies of LAM, including policies on insider trading, and the receipt of gifts and service as a director of a publicly

November 2008

traded company. Covered Persons must never trade in a security while in possession of material, non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

LAM's Chief Compliance Officer shall be responsible for the implementation of this Code of Ethics and Personal Investment Policy and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate this function to others in the Legal / Compliance Department, and shall promptly report to LAM's General Counsel or the Chief Executive Officer all material violations of, or deviations from, this policy.

B. DEFINITIONS.

For purposes of this Policy, "PERSONAL SECURITIES ACCOUNTS" INCLUDE:

1. Any account in or through which securities (including open end mutual funds) can be purchased or sold, which includes, but is not limited to, a brokerage account, 401k account, or variable annuity or variable life insurance policy;

2. Accounts in the Covered Person's or Director's name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);

3. Accounts in the name of the Covered Person's or Director's spouse;

4. Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person's or Director's spouse and minor children, "Related Persons"); (1)

5. Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

6. 401k and similar retirement accounts that permit the participant to change their investments to trade more than once per quarter (such as, for example, an "Individually Directed Account").

For purposes of this Policy, PERSONAL SECURITIES ACCOUNTS DO NOT INCLUDE:

1. Estate or trust accounts in which a Covered Person, Director, or Related Person has a beneficial interest, but no power to affect investment decisions. There must be no communication between the account(s) and the Covered Person, Director or Related Person with regard to investment decisions prior to execution;

2. Fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another approved person are permitted if, (i) for Covered Persons and Related Persons, the Covered Persons

(1) Unless otherwise indicated, all provisions of this Code apply to Related Persons.

receives permission from the Legal / Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser to the account and such person with regard to investment decisions prior to execution.

3. Direct investment programs, which allow the purchase of securities directly from the issuer without the intermediation of a broker-dealer, provided that the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans). Covered Persons must pre-clear the transaction at the time that participation in the direct investment program is being established. Covered Persons also must provide documentation of these arrangements and arrange to have their statements forwarded to the Legal / Compliance Department;

4. 401k and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter.

5. Other accounts over which the Covered Person or Director has no direct or indirect influence or control;

6. Qualified state tuition programs (also known as "529 Programs") where investment options and frequency of transactions are limited by state or federal laws.

For purposes of this Policy, "SECURITY" INCLUDES, in general, any interest or instrument commonly known as a security including the following:

1. stocks

2. bonds

3. shares of open and closed-end funds (including exchange-traded funds) and unit investment trusts

4. hedge funds

5. private equity funds

6. limited partnerships

7. private placements or unlisted securities

8. debentures, and other evidences of indebtedness, including senior debt, subordinated debt

9. investment, commodity or futures contracts

10. all derivative instruments such as options, warrants and indexed instruments

"SECURITY" also includes securities that are "related" to a security being purchased or sold by a LAM client. A "RELATED SECURITY" is one whose value is derived from the value of another security (e.g., a warrant, option, or an indexed instrument).

For purposes of this Policy, SECURITY DOES NOT INCLUDE:

1. money market mutual funds

2. U.S. Treasury obligations

3. mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government

4. bankers' acceptances

5. bank certificates of deposit

6. commercial paper

7. high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements.

C. OPENING AND MAINTAINING EMPLOYEE ACCOUNTS.

All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at Lazard Capital Markets LLC ("LCM") or other approved broker-dealers (the "Approved Broker-Dealers"). Contact the Legal / Compliance Department for a list of the Approved Broker-Dealers. If your account is a mutual fund only account, you do not need to maintain it at one of the Approved Broker-Dealers. Additionally, if one of the Approved Broker-Dealers do not offer a particular investment product or service, or for Related Persons who, by reason of their employment, are required to conduct their securities transactions in a manner inconsistent with this policy, or in other exceptional circumstances, Covered Persons may submit a request for exemption to the Legal / Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal / Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 59th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account not maintained at an Approved Broker-Dealer.

D. RESTRICTIONS.

The following restrictions apply to trading for Personal Securities Accounts of Covered Persons and Related Persons:

1. CONFLICTS WITH CLIENT ACTIVITY. No security, excluding open end mutual funds, may be purchased or sold in any Personal Securities Account seven
(7) calendar days before or after a LAM client account trades in the same security.

2. 60 DAY HOLDING PERIOD. Securities transactions, including transactions in mutual funds other than money-market mutual funds, must be for investment purposes rather than for speculation. Consequently, Covered Persons or their Related Persons may not profit from the purchase and sale of the same or equivalent securities within sixty (60) calendar days (i.e., the security may be purchased or sold on the 61st day), calculated on a First In, First Out (FIFO) basis. All profits from short-term trades are subject to disgorgement. However, with the prior written approval of the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, and only in the case of rare and/or unusual circumstances or if the equities justify, a Covered Person or a Related Person may execute a short-term trade.

Notwithstanding the above, the 60-day holding period will not apply (although the obligation to pre-clear trades will apply) to shares of exchange-traded funds ("ETFs"), options on ETFs and open-end mutual funds that seek to track the performance of broad-based indices (e.g., the QQQQ SPY, EFA, GAF, etc.). Nevertheless, short-term trading in shares of ETFs is discouraged. If a pattern of frequent trading is detected, the Legal / Compliance Department may reject any order to buy or sell these shares or contracts.

3. INITIAL PUBLIC OFFERINGS (IPOS). No transaction for a Personal Securities Account may be made in securities offered pursuant to an initial public offering.

4. PRIVATE PLACEMENTS. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person without the prior approval of LAM's Chief Compliance Officer (See Exhibit B); however, purchases or sales of Lazard sponsored hedge funds do not require such approval. In connection with any decision to approve such a private placement, the Legal / Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire securities in a private placement must disclose that investment when the Covered Person participates in a LAM client's subsequent consideration of an investment in such issuer and any decision by or made on behalf of the LAM client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

5. HEDGE FUNDS. Hedge funds are sold on a private placement basis and as noted above, with the exception of Lazard sponsored hedge funds, are subject to prior approval by LAM's Chief Compliance Officer (See Exhibit B). In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the fund's offering memorandum, subscription documents and other governing documents ("Offering Documents") as deemed appropriate in order to ensure that the proposed investment is being made on the same terms generally available to all other investors in the hedge fund. The Chief Compliance Officer may grant exceptions to this general rule under certain circumstances. For example, such as when a family relationship exists between the Covered Person and the hedge fund manager.

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal / Compliance Department will contact the Fund of Funds Group (the "Team") and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal / Compliance Department if the fund is on the Team's approved list or if the Team is otherwise interested in investing clients assets in the fund. If the fund is not on the Team's approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Person's investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal / Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person's request will be denied and priority will be given to the Team to invest client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered Person's investment must be made generally on the same terms available to all investors as set forth in the fund's Offering Documents.

6. SPECULATIVE TRADING. Absent approval from the appropriate compliance personnel, Covered Persons are prohibited from engaging in the trading of options or futures and from engaging in speculative trading, as opposed to investment activity. The 60-day holding period generally applies to transactions in these instruments.

7. SHORT SALES. Covered Persons are prohibited from engaging in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund that engages in short selling is permitted.

8. INSIDE INFORMATION. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures ("Inside Information") as outlined in Section 32 of the LAM Compliance Manual; and

9. DIRECTORSHIPS. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAM's Chief Compliance Officer or General Counsel.

10. CONTROL OF ISSUER. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.

E. PROHIBITED RECOMMENDATIONS.

No Covered Person shall recommend or execute any securities transaction for any client account, or, in the case of a Director, for the Director's Fund, without having disclosed, in writing, to the Chief Compliance Officer or, in his or her absence, another senior member of the Legal / Compliance Department, any direct or indirect interest in such securities or issuers (including any such interest held by a Related Person). Prior written approval of such recommendation or execution also must be received from the Chief Compliance Officer or, in his or her absence, another senior member of the Legal / Compliance Department. The interest in personal accounts could be in the form of:

1. Any direct or indirect beneficial ownership of any securities of such issuer;

2. Any contemplated transaction by the person in such securities;

3. Any position with such issuer or its affiliates; or

4. Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest.

F. TRANSACTION APPROVAL PROCEDURES.

All transactions by Covered Persons (including Related Persons) in Personal Securities Accounts must receive prior approval as described below. To pre-clear a transaction, Covered Persons must:

1. Electronically complete and "sign" a "New Equity Order", "New Bond Order" or "New Mutual Fund Order" trade ticket located in the Firm's Lotus-Notes e-mail application under the heading "Employee Trades."

2. The ticket is then automatically transmitted to the Legal / Compliance Department where it will be processed. For accounts maintained at LCM, if approved, the Legal / Compliance Department will route the order directly to LCM's trading desk for execution, provided the employee selected the "Direct Execution" option when completing the equity or bond order ticket. For any account not maintained at LCM, or if the account is maintained at LCM but

the "Direct Execution" option was not selected, the employee will be notified if the order is approved or not approved and, if the order is approved, the employee is responsible to transmit the order to the broker-dealer where his or her account is maintained.

NOTE: Orders approved for execution must be effected on the day the order was approved. Otherwise, the employee must resubmit the transactions again for approval.

The Legal / Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. Certain factors such as time of day the order is submitted or length of time it takes a LAM portfolio manager to confirm there is no client activity, all play a role in the length of time it takes to preclear a transaction. Mutual Fund Orders that are not received by the Legal / Compliance Department by 2:00 p.m. on any business day will most likely not be processed until the next business day (i.e., the order will not receive that business days' net asset value for the relevant mutual fund).

G. ACKNOWLEDGMENT AND REPORTING.

1. INITIAL CERTIFICATION. Within 10 days of becoming a Covered Person or Director, such Covered Person or Director must submit to the Legal / Compliance Department an acknowledgement that they have received a copy of this policy, and that they have read and understood its provisions. See Exhibit C for the form of Acknowledgement.

2. INITIAL HOLDINGS REPORT. Within 10 days of becoming a Covered Person, all LAM personnel must submit to the Legal / Compliance Department a statement of all securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each security, (ii) the name of any broker, dealer, insurance company, mutual fund or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person. The information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person's date of employment at LAM. Such information should be provided on the form attached as Exhibit C.

3. QUARTERLY REPORT. Within 30 days after the end of each calendar quarter, provide information to the Legal / Compliance Department relating to securities transactions executed during the previous quarter for all securities accounts. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

Note: Covered Persons satisfy this requirement by holding their personal securities accounts at LCM or one of the Approved Broker-Dealers.

4. ANNUAL REPORT. Each Covered Person shall submit an annual report to the Legal / Compliance Department showing as of a date no more than 45 days before the report is submitted (1) all holdings in securities in which the person had any direct or indirect beneficial ownership and (2) the name of any broker, dealer, insurance company, mutual fund or bank with whom the person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person or Related Persons.

Note: Covered Persons satisfy this requirement by certifying annually that all transactions during the year were executed in Internal Accounts or Outside Accounts for which the Legal / Compliance Department receives confirmations and periodic statements.

5. ANNUAL CERTIFICATION. All Covered Persons and Directors are required to certify annually that they have (i) read and understand this policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to this Code of Ethics and Personal Investment Policy.

H. FUND DIRECTORS.

A Director who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act, and who would be required to make reports solely by reason of being a Director, is required to make the quarterly transactions reports required by Section H (3.) as to any security only if at the time of a transaction by the Director in that security, he/she knew, or in the ordinary course of fulfilling his/her official duties as a Fund Director, should have known that during the 15-day period immediately preceding or following the date of that transaction, that security was purchased or sold by that Director's Fund or was being considered for purchase or sale by that Director's Fund.

If a Director introduces a hedge fund to the Team, as previously defined in
Section E (5.), the Director is required to inform the Team whether the Director or an affiliated person of the Director has invested in the fund and the terms of such investment. If a Director decides to invest in a hedge fund that he or she knew or, in the ordinary course of fulfilling his responsibilities as a Director should have known that the hedge fund is held by or is being considered for purchase or sale by the Team, the Director is required, before making the investment, to disclose this to the Team and any different terms or rights that have been granted to the Director. If a Director learns, in the ordinary course of fulfilling his responsibilities as a Director, that the Team has invested in a fund in which the Director has an investment, the Director should advise the Chief Compliance Officer of such investment.

I. EXEMPTIONS.

1. Purchases or sales of securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal / Compliance Department, may be exempted from certain restrictions if such purchases or sales are determined to be unlikely to have any material negative economic impact or have an appearance of impropriety on any client account managed or advised by LAM.

2. De Minimis Exemption. The blackout period restriction (see Section D.1) shall not apply to any transaction in (1) equity securities, or series of related transactions, involving up to 500 shares of a security, but not to exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization greater than US $5 billion, (2) options on an equity security up to 5 contracts (or the equivalent of 500 shares), but not to exceed a maximum exposure amount of $25,000 of the security, provide the issuer underlying the option has a market capitalization greater than US $5 billion, and (3) fixed income securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity securities.

The de minimis exemption does not apply to shares of mutual funds or to option contracts on indices or other types of securities whose value is derived from a broad-based index.

J. SANCTIONS.

The Legal / Compliance Department shall report all material violations of this Code of Ethics and Personal Investment Policy to LAM's Chief Executive Officer or General Counsel who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fine or suspension or termination of the employment of the violator.

K. RETENTION OF RECORDS.

All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal / Compliance Department shall have the responsibility for maintaining records created under this policy.

L. BOARD REVIEW.

The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

M. OTHER CODES OF ETHICS.

To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.

EXHIBIT A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have "Beneficial Ownership" of Securities if you have or share a direct or indirect "Pecuniary Interest" in the Securities.

You have a "Pecuniary Interest" in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

1. Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. "Immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2. Your interest as a general partner in Securities held by a general or limited partnership.

3. Your interest as a manager-member in the Securities held by a limited liability company.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equityholder or you have or share investment control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1. Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.

2. Your ownership of a vested interest in a trust.

3. Your status as a settler of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

The foregoing is a summary of the meaning of "beneficial ownership". For purposes of the attached policy, "beneficial ownership" shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

EXHIBIT B

LAM PRIVATE PLACEMENT APPROVAL FORM

SECTION I

This section must be completed and signed by the Employee seeking to engage in a private placement transaction. Please return the completed form to the Compliance Department for review. A decision will be communicated to you in writing. For purposes of the review, please attach copies of all available offering documents and business plans, as well as partnership and subscription agreements.

_______________________________________  _______________________________________
NAME OF EMPLOYEE                         APPROXIMATE DATE OF INVESTMENT


_______________________________________  _______________________________________
BUYER OR SELLER OF SECURITY              BUY OR SELL
(IF DIFFERENT FROM EMPLOYEE)


                                         $
_______________________________________  _______________________________________
NAME OF SECURITY                         SIZE OF TRANSACTION

Employee relationship to issuer or its principal promoters: ___________________

How did you learn about this investment opportunity?

EMPLOYEE BY HIS/HER SIGNATURE BELOW DECLARES THAT THE INFORMATION GIVEN ABOVE IS CORRECT TO THE BEST OF HIS/HER KNOWLEDGE AND THAT THE EMPLOYEE, AND IF APPLICABLE, THE RELATED PERSON (AS DEFINED IN THE CODE OF ETHICS & PERSONAL INVESTMENT POLICY) ON WHOSE BEHALF APPROVAL IS SOUGHT, HAS NO INSIDE INFORMATION OR OTHER KNOWLEDGE PERTAINING TO THIS PROPOSED TRANSACTION THAT CONSTITUTES A VIOLATION OF ANY POLICY OF LAZARD ASSET MANAGEMENT LLC OR SECURITIES LAW, RULE OR REGULATION.

EMPLOYEE SIGNATURE

SECTION II

This section to be completed by LAM compliance personnel.

Security contemplated for LAM clients?  [ ] Yes [ ] No

[ ] Approved  [ ] Denied

Reasons:


____________________________              ____________________
CHIEF COMPLIANCE OFFICER                  DATE

EXHIBIT C

LAM ACKNOWLEDGEMENT & INITIAL HOLDINGS REPORT
PURSUANT TO CODE OF ETHICS AND PERSONAL INVESTMENT POLICY (THE "POLICY")

THIS REPORT MUST BE COMPLETED AND RETURNED TO THE LEGAL / COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF EMPLOYMENT.

NAME: __________________________________ DATE OF EMPLOYMENT: _______________

(PLEASE PRINT)

ACCOUNT INFORMATION:

[ ] I, or any Related Person(2), do not have a beneficial interest in any account(s) with any financial services firm.

[ ] I, or any Related Person, maintain the following account(s). Please list any broker, dealer, insurance company, mutual fund or bank, which holds securities for your direct or indirect benefit as of the date of your employment. This includes 401k accounts, insurance company variable insurance contracts, mutual fund-only accounts.*

                                 Type of Account
                                   (Brokerage,
                                  Mutual Fund,                              Is this a
                                    Variable                       Account   Managed
Name of Financial Services Firm  Annuity, 401k.)  Name on Account   Number   Account?
-------------------------------  ---------------  ---------------  -------  ---------

* 401k accounts and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter need not be reported.

(2) Related Persons include your spouse, your children under the age of 18 whether or not living with you, relatives or other individuals who live with you, if you contribute to their support, and other persons who's accounts you have discretionary authority over.

SECURITIES HOLDINGS INFORMATION:

FOR EACH OF THE ACCOUNTS LISTED ABOVE, ATTACH TO THIS REPORT A COPY OF YOUR MOST RECENT STATEMENTS(S) LISTING ALL OF YOUR SECURITIES HOLDINGS. ALL STATEMENTS MUST BE CURRENT AS OF A DATE NO MORE THAN 45 PRIOR TO YOUR DATE OF EMPLOYMENT AT LAM. In addition, please list in the space provided below holdings in hedge funds, private equity funds, limited partnerships or any other type of security that may not be held in an account listed above.

Description of Security  Type of Security  No. of Shares  Principal Amount Invested
-----------------------  ----------------  -------------  -------------------------

[ ] I, or any Related Person, have no securities holdings to report.

I certify that I have received a copy of the Policy, and that I have read and understood its provisions. I further certify that this report represents a complete and accurate description of my account(s) and securities holdings as of my initial date of employment. The information provided is current as of a date no more than 45 days prior to my employment at LAM.

Signature: _____________________________ Date: ____________________

FIRST AMERICAN FUNDS, INC.
FIRST AMERICAN INVESTMENT FUNDS, INC.
FIRST AMERICAN STRATEGY FUNDS, INC.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned persons hereby constitute and appoint Thomas S. Schreier, Jr., James D. Alt, Kathleen L. Prudhomme, Charles R. Manzoni, Jr., Richard J. Ertel, Michael W. Kremenak and Jeffery M. Wilson, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form N-1A of the above-referenced investment companies, and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

Signature                                  Title            Date
---------                                --------    -----------------

      /s/ Benjamin R. Field, III         Director    February 18, 2009
-------------------------------------
        Benjamin R. Field, III


         /s/ Roger A. Gibson             Director    February 18, 2009
-------------------------------------
           Roger A. Gibson


          /s/ John P. Kayser             Director    February 18, 2009
-------------------------------------
            John P. Kayser


       /s/ Leonard W. Kedrowski          Director    February 18, 2009
-------------------------------------
         Leonard W. Kedrowski


       /s/ Richard K. Riederer           Director    February 18, 2009
-------------------------------------
         Richard K. Riederer


        /s/ Victoria J. Herget           Director    February 18, 2009
-------------------------------------
          Victoria J. Herget


        /s/ Joseph D. Strauss            Director    February 18, 2009
-------------------------------------
          Joseph D. Strauss


       /s/ Virginia L. Stringer            Chair     February 18, 2009
-------------------------------------
         Virginia L. Stringer


          /s/ James M. Wade              Director    February 18, 2009
-------------------------------------
            James M. Wade