As filed with the Securities and Exchange Commission on March 4, 2002 1933 Act Registration No. ___________ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective [ ] Post-Effective Amendment No. Amendment No. FIRST AMERICAN INVESTMENT FUNDS, INC. [Exact Name of Registrant as Specified in Charter] Area Code and Telephone Number: (612) 303-1606 800 Nicollet Mall Minneapolis, Minnesota 55402 ----------------------------------- (Address of Principal Executive Offices) Christopher O. Petersen U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, J1012057 Minneapolis, MN 55402-7020 ----------------------------------------- (Name and Address of Agent for Service) Copies of All Correspondence to: James D. Alt, Esq. 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota 55402-1498 Approximate date of proposed public offering: As soon as possible after the effective date of this Registration Statement. The Registrant has registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for the Registrant's fiscal year ended September 30, 2001 was filed with the Commission on or about December 27, 2001. It is proposed that this filing will become effective on April 3, 2002 pursuant to Rule 488 of the Securities Act of 1933. [LOGO] FIRST AMERICAN INVESTMENT FUNDS, INC. 800 Nicollet Mall Minneapolis, MN 55402 _________________, 2002 Dear Shareholders: As a shareholder of Capital Growth Fund, Relative Value Fund, Growth & Income Fund or Science & Technology Fund (each, a "Voting Fund"), each a separate series of First American Investment Funds, Inc. ("FAIF"), you are invited to vote on a proposal to reorganize your Voting Fund with and into Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund or Technology Fund (each, an "Acquiring Fund"), each a separate series of FAIF, at a Special Meeting of Shareholders to be held on May 14, 2002 (the "Special Meeting"). Before the Special Meeting, I would like your vote on the important proposal that pertains to your Voting Fund as described in the accompanying Prospectus/Proxy Statement. The Prospectus/Proxy Statement describes the proposed reorganizations of the Voting Funds. All of the assets of each Voting Fund would be acquired by the corresponding Acquiring Fund in exchange solely for shares of the corresponding Acquiring Fund and the assumption by the corresponding Acquiring Fund of the identified liabilities of the respective Voting Fund. Each shareholder will receive shares of the applicable Acquiring Fund that are of the same class, and the same total value, as their Voting Fund shares. The proposed reorganizations are intended to be tax-free reorganizations. As a result, it is anticipated that shareholders will not recognize any gain or loss in connection with the proposed reorganizations. Each Voting Fund's investment policies are similar to those of the corresponding Acquiring Fund. Details about each Acquiring Fund's investment objective, investment strategies and risks are contained in the attached Prospectus/Proxy Statement. The Board of Directors of FAIF has approved the proposal for each Voting Fund and recommends that you vote FOR the proposal. You can vote quickly and easily by toll-free telephone call, by internet or by mail. Just follow the instructions that appear in the voting instructions that accompany this booklet. You will receive a proxy card for each Voting Fund in which you own shares. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE HELP THE FUNDS AVOID THE COST OF A FOLLOW-UP MAILING BY VOTING AS SOON AS POSSIBLE. If you have any questions about the proxy card, please call ________________. NOTE: You may receive more than one proxy package if you hold shares in more than one Voting Fund or account. You must return separate proxy cards for separate holdings. Thank you for taking this matter seriously and participating in this important process. Sincerely, /s/ Thomas S. Schreier Thomas S. Schreier, President First American Investment Funds, Inc. SHAREHOLDER Q&A Within this package you will find the following: o Proxy statement/Prospectus describing proposed reorganization o Current Prospectuses of the respective Voting and Acquiring Funds o Voting instructions o Voting ballot o Business reply envelope The Board of Directors unanimously approved the proposed merger of the funds listed below, subject to the approval of the shareholders of the Voting Funds. The following questions and answers provide a brief overview of the proposal. The Board of Directors also encourages you to read the full text of the enclosed proxy statement carefully. Q: WHAT ARE FUND SHAREHOLDERS BEING ASKED TO VOTE UPON? A: Shareholders of each Voting Fund are being asked to consider and approve a proposal to merge their fund into the existing First American Fund ("Acquiring Funds") set forth below: VOTING FUNDS ACQUIRING FUNDS First American Capital Growth Fund -> First American Large Cap Growth Fund First American Growth & Income Fund -> First American Equity Income Fund First American Relative Value Fund -> First American Large Cap Value Fund First American Science & Technology Fund -> First American Technology Fund Q: WHY ARE THE PROPOSED MERGERS BEING RECOMMENDED? A: The Board of Directors has determined that each proposed reorganization is in the best interests of shareholders. Among the benefits for fund shareholders considered by the Board of Directors, include the potential opportunity for better investment performance due to the investment adviser's ability to focus its resources on fewer products, the potential for reduced operating expenses over time, and that post-reorganization total Acquiring Fund operating expenses (after waivers) will be the same or lower than the current total operating expenses of the Voting Funds. Q: HOW DO THE INVESTMENT OBJECTIVES AND POLICIES OF THE ACQUIRING FUNDS COMPARE TO THOSE OF THE VOTING FUNDS? A: Each of the Voting Funds is proposed to be reorganized into an Acquiring Fund that has investment objectives and policies that are the same or similar to those of the Voting Fund. Q: WHICH CLASS OF SHARES WILL I RECEIVE IN THE REORGANIZATION? A: The share class structure for each of the funds involved in the proposed mergers is identical. That is, you will receive the same class of shares following the merger transaction that you currently hold. Q: WHAT ARE THE TAX IMPLICATIONS TO SHAREHOLDERS IN CONNECTION WITH THE PROPOSED MERGERS AND WHO WILL PAY THE EXPENSES FOR THESE MERGERS? A: The proposed mergers are anticipated to qualify as tax-free reorganizations. The expenses of the mergers, including legal expenses, printing, packaging, and postage, plus the cost of any supplementary solicitations, will be borne by U.S. Bancorp Asset Management, Inc., investment adviser for the funds. Q: WHAT IS THE ANTICIPATED TIMING OF THE REORGANIZATION? A: The meeting of shareholders to consider the proposal is scheduled to occur on May 14, 2002. If all necessary approvals are obtained, the proposed reorganization will likely take place shortly thereafter. Q: WHO WILL RECEIVE THE PROXY MATERIAL? A: The proxy has been mailed to all persons and entities that held shares of record in the Voting Funds on March 18, 2002. Please note that in some cases, record ownership of and/or voting authority over fund shares may reside with a fiduciary or other agent. In these cases, the fiduciary or other agent may receive the proxy. Q: WHEN IS MY PROXY DUE? A: We would like to receive your vote as soon as possible. You may cast your vote: By phone: Please see the voting instructions on your proxy ballot. Call the 800 number listed and follow the recorded instructions. By Internet: Visit http://www.proxyvote.com. Once there, enter the 12 digit control number located on your proxy ballot. By mail: Please note that you received one proxy ballot for each fund you own. All ballots must be marked with your vote and returned in the business reply envelope included in this package. If you have misplaced your envelope, please mail your proxy to: Proxy Services P.O. Box Xxx, XX, ##### PLEASE READ THE FULL TEXT OF THE ENCLOSED PROXY STATEMENT/PROSPECTUS FOR FURTHER INFORMATION. IF YOU HAVE QUESTIONS, PLEASE CALL YOUR INVESTMENT PROFESSIONAL OR FIRST AMERICAN FUNDS AT 800-677-FUND. FIRST AMERICAN INVESTMENT FUNDS, INC. 800 Nicollet Mall Minneapolis, MN 55402 CAPITAL GROWTH FUND RELATIVE VALUE FUND GROWTH & INCOME FUND SCIENCE & TECHNOLOGY FUND NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held on May 14, 2002 Dear Shareholders: NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of Capital Growth Fund, Relative Value Fund, Growth & Income Fund and Science & Technology Fund, each a separate series of First American Investment Funds, Inc. ("FAIF"), a Maryland corporation, will be held at 800 Nicollet Mall, Minneapolis, Minnesota 55402, on May 14, 2002 at 10:00 a.m., Central Time, and any adjournments thereof (the "Special Meeting") for the following purposes: 1. To consider and act upon an Agreement and Plan of Reorganization providing for the acquisition of all of the assets of Capital Growth Fund, a series of FAIF, by Large Cap Growth Fund, a separate series of FAIF, in exchange for shares of Large Cap Growth Fund and the assumption by Large Cap Growth Fund of the identified liabilities of Capital Growth Fund. The Agreement and Plan of Reorganization also provides for distribution of these shares of Large Cap Growth Fund to shareholders of Capital Growth Fund in liquidation and subsequent termination of Capital Growth Fund. A vote in favor of the Agreement and Plan of Reorganization will be considered a vote in favor of an amendment to the Articles of Incorporation of FAIF effecting the reorganization contemplated by the Agreement and Plan of Reorganization. 2. To consider and act upon an Agreement and Plan of Reorganization providing for the acquisition of all of the assets of Relative Value Fund, a series of FAIF, by Large Cap Value Fund, a separate series of FAIF, in exchange for shares of Large Cap Value Fund and the assumption by Large Cap Value Fund of the identified liabilities of Relative Value Fund. The Agreement and Plan of Reorganization also provides for distribution of these shares of Large Cap Value Fund to shareholders of Relative Value Fund in liquidation and subsequent termination of Relative Value Fund. A vote in favor of the Agreement and Plan of Reorganization will be considered a vote in favor of an amendment to the Articles of Incorporation of FAIF effecting the reorganization contemplated by the Agreement and Plan of Reorganization. 3. To consider and act upon an Agreement and Plan of Reorganization providing for the acquisition of all of the assets of Growth & Income Fund, a series of FAIF, by Equity Income Fund, a separate series of FAIF, in exchange for shares of Equity Income Fund and the assumption by Equity Income Fund of the identified liabilities of Growth & Income Fund. The Agreement and Plan of Reorganization also provides for distribution of these shares of Equity Income Fund to shareholders of Growth & Income Fund in liquidation and subsequent termination of Growth & Income Fund. A vote in favor of the Agreement and Plan of Reorganization will be considered a vote in favor of an amendment to the Articles of Incorporation of FAIF effecting the reorganization contemplated by the Agreement and Plan of Reorganization. 4. To consider and act upon an Agreement and Plan of Reorganization providing for the acquisition of all of the assets of Science & Technology Fund, a series of FAIF, by Technology Fund, a separate series of FAIF, in exchange for shares of Technology Fund and the assumption by Technology Fund of the identified liabilities of Science & Technology Fund. The Agreement and Plan of Reorganization also provides for distribution of these shares of Technology Fund to shareholders of Science & Technology Fund in liquidation and subsequent termination of Science & Technology Fund. A vote in favor of the Agreement and Plan of Reorganization will be considered a vote in favor of an amendment to the Articles of Incorporation of FAIF effecting the reorganization contemplated by the Agreement and Plan of Reorganization. 5. To consider and act upon such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. The Board of Directors of FAIF has fixed the close of business on March 18, 2002 as the record date for determination of shareholders entitled to notice of and to vote at the Special Meeting. By order of the Board of Directors James L. Chosy SECRETARY ______________________, 2002 IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH IMMEDIATELY FOLLOWING THIS NOTICE. ALTERNATIVELY, SHAREHOLDERS MAY VOTE BY CALLING A SPECIALLY DESIGNATED TELEPHONE NUMBER ON THE PROXY CARD OR VIA THE INTERNET WEBSITE ON THE PROXY CARD. INSTRUCTIONS FOR SIGNING PROXY CARD The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly. 1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the registration on the proxy card. 2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: REGISTRATION VALID SIGNATURE ------------ --------------- CORPORATE ACCOUNTS ------------------ (1) ABC Corp. . . . . . . . . . . . . ABC Corp. (2) ABC Corp. . . . . . . . . . . . . John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer . . . . . John Doe (4) ABC Corp. Profit Sharing Plan . . John Doe, Trustee TRUST ACCOUNTS -------------- (1) ABC Trust . . . . . . . . . . . . Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78. . . . . . . . . . Jane B. Doe CUSTODIAL OR ESTATE ACCOUNTS ---------------------------- (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA . . John B. Smith (2) Estate of John B. Smith . . . . . John B. Smith, Jr., Executor FIRST AMERICAN INVESTMENT FUNDS, INC. 800 Nicollet Mall Minneapolis, MN 55402 (800) 677-3863 PROSPECTUS/PROXY STATEMENT DATED ________________, 2002 ACQUISITION OF THE ASSETS OF CAPITAL GROWTH FUND, RELATIVE VALUE FUND, GROWTH & INCOME FUND AND SCIENCE & TECHNOLOGY FUND EACH A SEPARATELY MANAGED SERIES OF FIRST AMERICAN INVESTMENT FUNDS, INC. BY AND IN EXCHANGE FOR SHARES OF LARGE CAP GROWTH FUND, LARGE CAP VALUE FUND, EQUITY INCOME FUND AND TECHNOLOGY FUND, RESPECTIVELY, EACH A SEPARATELY MANAGED SERIES OF FIRST AMERICAN INVESTMENT FUNDS, INC. This Prospectus/Proxy Statement is being furnished to shareholders of Capital Growth Fund, Relative Value Fund, Growth & Income Fund and Science & Technology Fund (each, a "Voting Fund," and collectively, the "Voting Funds") for consideration at a Special Meeting of Shareholders to be held on May 14, 2002 at 10:00 a.m., Central Time, at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and any adjournments thereof (the "Meeting"). As more fully described in this Prospectus/Proxy Statement, the purpose of the Meeting is to vote on the proposed Agreements and Plans of Reorganization (each, a "Plan") in which Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund and Technology Fund (each, an "Acquiring Fund," and collectively, the "Acquiring Funds"), each a series of First American Investment Funds, Inc. ("FAIF"), would acquire all the assets of Capital Growth Fund, Relative Value Fund, Growth & Income Fund and Science & Technology Fund, respectively, in exchange solely for shares of the corresponding Acquiring Fund and the assumption by the corresponding Acquiring Fund of the identified liabilities of the respective Voting Fund (each, a "Reorganization" and collectively, the "Reorganizations"). The Voting Funds and the Acquiring Funds are sometimes collectively referred to herein as the "Funds." If the Reorganizations are approved, shares of the corresponding Acquiring Fund will be distributed to the shareholders of the applicable Voting Fund in liquidation of each Voting Fund, and each Voting Fund will be terminated as a series of FAIF. Each shareholder of a Voting Fund would be entitled to receive that number of full and fractional shares of the corresponding Acquiring Fund of the same class that he or she held in the Voting Fund, with an aggregate net asset value equal to the aggregate net asset value of the shareholder's Voting Fund shares held as of the close of business on the business day immediately prior to the closing of the Reorganization. A vote in favor of a Plan will be considered a vote in favor of an amendment to the Amended and Restated Articles of Incorporation of FAIF effecting the Reorganizations. These transactions are being structured as tax-free reorganizations. See "Information About the Reorganizations - Federal Income Tax Consequences." Shareholders should consult their tax advisors to determine the actual impact of a Reorganization in light of their individual tax circumstances. GENERAL The Board of Directors of First American Investment Funds, Inc. ("FAIF") has approved the proposed Reorganizations. You are being asked to approve the Plan pursuant to which the Reorganizations would be accomplished. Because shareholders of the Voting Funds are being asked to approve a transaction that will result in their holding shares of the corresponding Acquiring Funds, this Proxy Statement also serves as a Prospectus for the Acquiring Funds. A vote in favor of each Plan will be considered a vote in favor of an amendment to the Amended and Restated Articles of Incorporation of FAIF effecting a Reorganization. The amendment is attached to the form of Plan attached as Exhibit A to this Prospectus/Proxy Statement. Each Voting Fund and each Acquiring Fund is a separate diversified series of FAIF, a Maryland corporation which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The investment objectives of each Voting Fund are similar to those of the corresponding Acquiring Fund, and are as follows: - ---------------------------------------- --------------------------------------- Fund Investment Objective ---- -------------------- - ---------------------------------------- --------------------------------------- Capital Growth Fund (Voting Fund) Maximize long-term returns. - ---------------------------------------- --------------------------------------- Large Cap Growth Fund (Acquiring Fund) Long-term growth of capital. - ---------------------------------------- --------------------------------------- - ---------------------------------------- --------------------------------------- Fund Investment Objective ---- -------------------- - ---------------------------------------- --------------------------------------- Relative Value Fund (Voting Fund) Maximize total return from capital appreciation plus income. - ---------------------------------------- --------------------------------------- Large Cap Value Fund (Acquiring Fund) Capital appreciation as a primary objective, with current income as a secondary objective. - ---------------------------------------- --------------------------------------- - ---------------------------------------- --------------------------------------- Fund Investment Objective ---- -------------------- - ---------------------------------------- --------------------------------------- Growth & Income Fund (Voting Fund) Long-term growth of capital and income. - ---------------------------------------- --------------------------------------- Equity Income Fund (Acquiring Fund) Long-term growth of capital and income. - ---------------------------------------- --------------------------------------- 2 - ---------------------------------------- --------------------------------------- Fund Investment Objective ---- -------------------- - ---------------------------------------- --------------------------------------- Science & Technology Fund (Voting Fund) Maximize long-term growth of capital. - ---------------------------------------- --------------------------------------- Technology Fund (Acquiring Fund) Long-term growth of capital. - ---------------------------------------- --------------------------------------- While the investment strategies for each Voting Fund are compatible with those of the corresponding Acquiring Fund, there are certain differences which are described under "Comparative Information on Investment Objectives, Strategies and Risks" in this Prospectus/Proxy Statement. This Prospectus/Proxy Statement explains concisely the information about the Acquiring Fund that corresponds to your Voting Fund that you should know before voting on the Reorganization. Please read it carefully and keep it for future reference. Additional information concerning the Funds and the Reorganizations is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission ("SEC"): o Prospectuses of First American Investment Funds, Inc., related to the designated share classes of each Voting Fund and Acquiring Fund, dated January 28, 2002, as supplemented on February 20, 2002, February 22, 2002, and, with respect to Science & Technology Fund and Technology Fund, on February 28, 2002. THIS DOCUMENT ACCOMPANIES THIS PROSPECTUS/PROXY STATEMENT. o Annual report of First American Investment Funds, Inc., related to each Voting Fund and Acquiring Fund, for the year ended September 30, 2001. THIS DOCUMENT IS AVAILABLE UPON REQUEST AND WITHOUT CHARGE IF YOU WRITE OR CALL FIRST AMERICAN INVESTMENT FUNDS, INC. AT THE ADDRESS OR TELEPHONE NUMBER ON THE COVER PAGE OF THIS PROSPECTUS/PROXY STATEMENT. o Statement of Additional Information of First American Investment Funds, Inc., related to each Voting Fund and Acquiring Fund, dated January 28, 2002. THIS DOCUMENT IS AVAILABLE UPON REQUEST AND WITHOUT CHARGE IF YOU WRITE OR CALL FIRST AMERICAN INVESTMENT FUNDS, INC. AT THE ADDRESS OR TELEPHONE NUMBER ON THE COVER PAGE OF THIS PROSPECTUS/PROXY STATEMENT. o Statement of Additional Information dated _____________, 2002 which relates to this Prospectus/Proxy Statement and the Reorganizations. THIS DOCUMENT IS AVAILABLE UPON REQUEST AND WITHOUT CHARGE IF YOU WRITE OR CALL FIRST AMERICAN INVESTMENT FUNDS, INC. AT THE ADDRESS OR TELEPHONE NUMBER ON THE COVER PAGE OF THIS PROSPECTUS/PROXY STATEMENT. You can also obtain copies of any of these documents without charge on the EDGAR database on the SEC's Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following E-mail address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. Information relating to each Voting Fund and Acquiring Fund contained in the prospectuses of FAIF dated January 28, 2002, as supplemented (SEC File No. 811-05309), is incorporated by reference into this document. (This means that such information is legally considered to be part of this Prospectus/Proxy Statement.) As indicated above, you will receive a copy of this document with this Prospectus/Proxy Statement. The Statement of Additional Information dated __________________, 2002 relating to this Prospectus/Proxy Statement and the Reorganizations is also incorporated by reference into this document. 3 - -------------------------------------------------------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- AN INVESTMENT IN AN ACQUIRING FUND: o IS NOT A DEPOSIT OF, OR GUARANTEED BY, ANY BANK o IS NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY o IS NOT ENDORSED BY U.S. BANK NATIONAL ASSOCIATION, U.S. BANCORP ASSET MANAGEMENT, INC. OR ANY OF THEIR AFFILIATES OR ANY OTHER BANK OR GOVERNMENT AGENCY o INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF THE PURCHASE PRICE OF YOUR ORIGINAL INVESTMENT 4 TABLE OF CONTENTS Page SUMMARY 6 Why are the Reorganizations being proposed?...........................6 What are the key features of the Reorganizations?.....................6 After the Reorganizations, what shares will I own?....................6 Will I have to pay Federal income taxes as a result of the Reorganizations?......................................................7 How do FAIF's Directors recommend that I vote?........................7 How do the Funds' investment objectives, principal investment strategies and risks compare?.........................................8 Who will manage my Fund after the Reorganizations?....................8 How do the Funds' fees and expenses compare?..........................8 How do the Funds' performance records compare?.......................15 Will I be able to purchase and redeem shares, exchange my shares and receive dividends and distributions the same way?................17 What will the management fees be after the Reorganizations?..........18 COMPARATIVE INFORMATION ON INVESTMENT OBJECTIVES, STRATEGIES AND RISKS 18 ADDITIONAL INFORMATION ABOUT THE FUNDS 27 Distribution of Shares...............................................27 Purchase and Redemption Procedures...................................28 Exchange Privileges..................................................29 Dividends and Distributions..........................................30 Additional Information...............................................30 INFORMATION ABOUT THE REORGANIZATIONS 30 Reasons for the Reorganizations......................................30 Agreements and Plans of Reorganization...............................32 Federal Income Tax Consequences......................................33 Pro-forma Capitalization.............................................34 COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS 37 VOTING INFORMATION CONCERNING THE MEETING 37 Shareholder Information..............................................39 Control Persons and Principal Holders of Securities..................40 FINANCIAL STATEMENTS AND EXPERTS 40 OTHER BUSINESS 40 EXHIBIT A Form of Agreement and Plan of Reorganization......................A-1 EXHIBIT B Management Discussion of Fund Performance.........................B-1 5 SUMMARY This section summarizes the primary features and consequences of the Reorganizations. It may not contain all of the information that is important to you. To understand the Reorganizations, you should read this entire Prospectus/Proxy Statement and accompanying exhibit. This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement, the prospectus and Statement of Additional Information relating to the Funds and a form of the Agreements and Plans of Reorganization, which is attached to this Prospectus/Proxy Statement as Exhibit A. WHY ARE THE REORGANIZATIONS BEING PROPOSED? For the reasons set forth below under "Information About the Reorganizations - Reasons for the Reorganizations," FAIF's directors, including such directors who are not "interested persons" (the "Disinterested Directors"), as such term is defined in the 1940 Act, have concluded that the Reorganizations would be in the best interests of the shareholders of the Voting Funds and that the interests of each Voting Fund's existing shareholders would not be diluted as a result of the transactions contemplated by the Reorganizations. Therefore, the Board of Directors has approved the Reorganizations and has submitted the Plan for approval by each Voting Fund's shareholders. WHAT ARE THE KEY FEATURES OF THE REORGANIZATIONS? Each Plan sets forth the key features of the Reorganization to which it relates. The Reorganizations are expected to be completed on or about May 20, 2002. Exhibit A to this Prospectus/Proxy Statement is a form of the Agreement and Plan of Reorganization, which sets forth the terms and conditions of each Plan. Each Plan generally provides for the following: o the transfer of all of the assets of the Voting Fund to the corresponding Acquiring Fund in exchange for shares of the corresponding Acquiring Fund; o the assumption by the corresponding Acquiring Fund of the identified liabilities of the Voting Fund being acquired (the identified liabilities consist only of those liabilities reflected on a statement of assets and liabilities of the Voting Fund determined immediately preceding the Reorganization); and o the liquidation of the Voting Fund by distribution of shares of the corresponding Acquiring Fund to the Voting Fund's shareholders. 6 AFTER THE REORGANIZATIONS, WHAT SHARES WILL I OWN? If the Reorganizations are approved, you will become a shareholder of the Acquiring Fund listed opposite your Voting Fund's name in the table below. You will receive shares of the Acquiring Fund that are of the same class, and the same total value, as the Voting Fund shares you hold as of the close of business on the day of the Reorganizations. - --------------------------------------- ---------------------------------------- Voting Fund Acquiring Fund ----------- -------------- - --------------------------------------- ---------------------------------------- Capital Growth Fund Large Cap Growth Fund - --------------------------------------- ---------------------------------------- Relative Value Fund Large Cap Value Fund - --------------------------------------- ---------------------------------------- Growth & Income Fund Equity Income Fund - --------------------------------------- ---------------------------------------- Science & Technology Fund Technology Fund - --------------------------------------- ---------------------------------------- WILL I HAVE TO PAY FEDERAL INCOME TAXES AS A RESULT OF THE REORGANIZATIONS? The transactions are intended to qualify as tax-free reorganizations for Federal income tax purposes. Assuming the Reorganizations qualify for such treatment, shareholders would not recognize taxable gain or loss as a result of the Reorganizations. The holding period and aggregate tax basis of Acquiring Fund shares that are received by each Voting Fund shareholder will be the same as the holding period and aggregate tax basis of the Voting Fund shares previously held by such shareholders. In addition, the holding period and tax basis for the assets of a Voting Fund in the hands of the corresponding Acquiring Fund as a result of a Reorganization will be the same as in the hands of the Voting Fund immediately prior to the Reorganization. As a condition to the closing of the Reorganizations, the Voting Funds will receive an opinion of counsel to the effect that the Reorganizations will qualify as tax-free reorganizations for Federal income tax purposes. You should separately consider any state, local and other tax consequences in consultation with your tax advisor. Opinions of counsel are not binding on the IRS or the courts. See "Information About the Reorganizations - Federal Income Tax Consequences" below for more detailed information about Federal income tax considerations. HOW DO FAIF'S DIRECTORS RECOMMEND THAT I VOTE? FAIF's directors, including the Disinterested Directors, have concluded that the Reorganizations would be in the best interest of the shareholders of each applicable Voting Fund, and that your interests will not be diluted as a result of the Reorganizations. Accordingly, FAIF's directors have submitted the Plans for the approval of the shareholders of each applicable Voting Fund. Approval of a Reorganization will require the affirmative vote of a majority of the outstanding shares of each Voting Fund, with all classes of the Voting Fund voting together and not by class. 7 FAIF'S DIRECTORS RECOMMEND THAT YOU VOTE FOR THE PROPOSED REORGANIZATION WHICH APPLIES TO YOUR VOTING FUND. The directors of FAIF have also approved the Plans on behalf of the Acquiring Funds. HOW DO THE FUNDS' INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RISKS COMPARE? The investment objectives and policies of each Voting Fund are similar, and in some cases identical, to those of the corresponding Acquiring Fund. See "Comparative Information on Investment Objectives, Strategies and Risks" below for a detailed summary of comparative investment objectives, investment strategies and risks of each Voting Fund compared with those of the Acquiring Fund into which it will be combined. WHO WILL MANAGE MY FUND AFTER THE REORGANIZATIONS? Each Voting Fund and the corresponding Acquiring Fund have the same investment adviser, U.S. Bancorp Asset Management, Inc. (the "Adviser"). Pursuant to an Investment Advisory Agreement with FAIF, the Adviser manages the Funds' business and investment activities, subject to the authority of FAIF's Board of Directors. A team of portfolio managers employed by the Adviser will manage each combined Acquiring Fund. The Voting Funds and the Acquiring Funds also have the same co-administrators (U.S. Bancorp Asset Management, Inc. and its affiliate U.S. Bancorp Fund Services, LLC) and the same distributor (Quasar Distributors, LLC). Facts about the Adviser: ----------------------------------------------------------------------- o The Adviser is a subsidiary of U.S. Bank National Association (which, in turn, is a subsidiary of U.S. Bancorp, formerly Firstar Corporation). o The Adviser succeeded First American Asset Management ("FAAM"), a division of U.S. Bank National Association, on May 1, 2001, when the businesses and assets of FAAM and Firstar Investment Research & Management Company, LLC ("FIRMCO"), a subsidiary of U.S. Bancorp, were combined to form the Adviser. o The Adviser and its affiliates had assets under management of more than $121 billion as of December 31, 2001. o The Adviser is located at 800 Nicollet Mall, Minneapolis, Minnesota 55402. ----------------------------------------------------------------------- HOW DO THE FUNDS' FEES AND EXPENSES COMPARE? Each Voting Fund and each corresponding Acquiring Fund currently offer five classes of shares (Classes A, B, C, S and Y). The following tables allow you to compare the various fees and expenses that you may pay for buying and holding shares of each Voting Fund and the corresponding Acquiring Fund. The "Pro Forma" row or column in each table shows you what the fees and expenses are estimated to be assuming the Reorganizations take place. As reflected in the tables, the sales charge structure, as well as the contractual fee rates for management fees and distribution and service (12b-1) fees, are identical for each Voting Fund and the corresponding Acquiring Fund. Shareholders will not pay any initial or deferred sales charge in connection with the Reorganizations. 8 SHAREHOLDER FEES Shareholders pay the following fees directly when they buy or sell shares. As reflected in the table, the sales charge structure for each Voting Fund, Acquiring Fund and Pro Forma Combined Fund is identical. This sales charge structure will not be affected by the Reorganizations. ALL FUNDS AND PRO FORMA COMBINED FUNDS - ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------- SHAREHOLDER FEES Class A Class B Class C Class S Class Y - ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------- Maximum Sales Charge (Load) 5.50% 5.00% 2.00% None None Maximum sales charge (load) imposed on purchases as a 5.50%(1) 0.00% 1.00% None None % of offering price Maximum deferred sales charge (load) as a % of 0.00%(2) 5.00% 1.00% None None original purchase price or redemption proceeds, whichever is less - ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------- Annual Maintenance Fee(3) $25 $25 $25 None None only charged to accounts with balances below $500 - ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------- (1)Certain investors may qualify for reduced sales charges. Generally, Class A share investments will qualify for a reduced sales charge if the amount of the purchase is from $50,000 to $999,999, and the sales charge will be eliminated if the purchase is $1 million or more. (2)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 if they are sold within 18 months of purchase. (3) Each Fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) Shareholders pay the following fees and expenses when they hold shares. These fees are paid indirectly since they are deducted from fund assets. CAPITAL GROWTH FUND AND LARGE CAP GROWTH FUND - -------------------------------------- -------------- ------------- -------------- ------------- ------------- ANNUAL FUND OPERATING EXPENSES Class A Class B Class C Class S Class Y - -------------------------------------- -------------- ------------- -------------- ------------- ------------- Management Fees Capital Growth Fund 0.65% 0.65% 0.65% 0.65% 0.65% Large Cap Growth Fund 0.65% 0.65% 0.65% 0.65% 0.65% Pro Forma Combined Fund 0.65% 0.65% 0.65% 0.65% 0.65% - -------------------------------------- -------------- ------------- -------------- ------------- ------------- Distribution and Service (12b-1) Fees Capital Growth Fund 0.25% 1.00% 1.00% None None Large Cap Growth Fund 0.25% 1.00% 1.00% None None Pro Forma Combined Fund 0.25% 1.00% 1.00% None None - -------------------------------------- -------------- ------------- -------------- ------------- ------------- Other Expenses(1) Capital Growth Fund 0.37% 0.37% 0.37% 0.62% 0.37% Large Cap Growth Fund 0.33% 0.33% 0.33% 0.58% 0.33% Pro Forma Combined Fund 0.32% 0.32% 0.32% 0.57% 0.32% - -------------------------------------- -------------- ------------- -------------- ------------- ------------- 9 - -------------------------------------- -------------- ------------- -------------- ------------- ------------- Total Annual Fund Operating Expenses Capital Growth Fund 1.27% 2.02% 2.02% 1.27% 1.02% Large Cap Growth Fund 1.23% 1.98% 1.98% 1.23% 0.98% Pro Forma Combined Fund 1.22% 1.97% 1.97% 1.22% 0.97% - -------------------------------------- -------------- ------------- -------------- ------------- ------------- Waiver of Fund Expenses Capital Growth Fund(2) (0.12)% (0.12)% (0.12)% (0.12)% (0.12)% Large Cap Growth Fund(2) (0.08)% (0.08)% (0.08)% (0.08)% (0.08)% Pro Forma Combined Fund(3) (0.07)% (0.07)% (0.07)% (0.07)% (0.07)% - -------------------------------------- -------------- ------------- -------------- ------------- ------------- Net Expenses Capital Growth Fund(2) 1.15% 1.90% 1.90% 1.15% 0.90% Large Cap Growth Fund(2) 1.15% 1.90% 1.90% 1.15% 0.90% Pro Forma Combined Fund(3) 1.15% 1.90% 1.90% 1.15% 0.90% - -------------------------------------- -------------- ------------- -------------- ------------- ------------- (1)Other expenses includes a 0.25% shareholder servicing fee for Class S shares of each Fund. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Total Fund Operating Expenses do not exceed 1.15%, 1.90%, 1.90%, 1.15% and 0.90%, respectively, for Class A, Class B, Class C, Class S and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 in the discretion of the service providers. (3)In connection with the Reorganizations, the Adviser and FAIF have entered into an expense limitation agreement which provides that the Adviser will contractually limit Total Annual Fund Operating Expenses to not more than 1.15%, 1.90%, 1.90%, 1.15% and 0.90%, respectively, for Class A, Class B, Class C, Class S and Class Y shares for the period through June 30, 2003 (after which such expense limitations may be discontinued or modified by the Adviser in its discretion). RELATIVE VALUE FUND AND LARGE CAP VALUE FUND - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- ANNUAL FUND OPERATING EXPENSES Class A Class B Class C Class S Class Y - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Management Fees Relative Value Fund 0.65% 0.65% 0.65% 0.65% 0.65% Large Cap Value Fund 0.65% 0.65% 0.65% 0.65% 0.65% Pro Forma Combined Fund 0.65% 0.65% 0.65% 0.65% 0.65% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Distribution and Service (12b-1) Fees Relative Value Fund 0.25% 1.00% 1.00% None None Large Cap Value Fund 0.25% 1.00% 1.00% None None Pro Forma Combined Fund 0.25% 1.00% 1.00% None None - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Other Expenses(1) Relative Value Fund 0.30% 0.30% 0.30% 0.55% 0.30% Large Cap Value Fund 0.28% 0.28% 0.28% 0.53% 0.28% Pro Forma Combined Fund 0.28% 0.28% 0.28% 0.53% 0.28% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Total Annual Fund Operating Expenses Relative Value Fund 1.20% 1.95% 1.95% 1.20% 0.95% Large Cap Value Fund 1.18% 1.93% 1.93% 1.18% 0.93% Pro Forma Combined Fund 1.18% 1.93% 1.93% 1.18% 0.93% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Waiver of Fund Expenses Relative Value Fund(2) (0.05)% (0.05)% (0.05)% (0.05)% (0.05)% Large Cap Value Fund(2) (0.03)% (0.03)% (0.03)% (0.03)% (0.03)% Pro Forma Combined Fund(3) (0.03)% (0.03)% (0.03)% (0.03)% (0.03)% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Net Expenses Relative Value Fund(2) 1.15% 1.90% 1.90% 1.15% 0.90% Large Cap Value Fund(2) 1.15% 1.90% 1.90% 1.15% 0.90% Pro Forma Combined Fund(3) 1.15% 1.90% 1.90% 1.15% 0.90% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- (1)Other expenses includes a 0.25% shareholder servicing fee for Class S shares of each Fund. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Total Fund Operating Expenses do not exceed 1.15%, 1.90%, 1.90%, 1.15% and 0.90%, respectively, for Class A, Class B, Class C, Class S and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 in the discretion of the service providers. 10 (3)In connection with the Reorganizations, the Adviser and FAIF have entered into an expense limitation agreement which provides that the Adviser will contractually limit Total Annual Fund Operating Expenses to not more than 1.15%, 1.90%, 1.90%, 1.15% and 0.90%, respectively, for Class A, Class B, Class C, Class S and Class Y shares for the period through June 30, 2003 (after which such expense limitations may be discontinued or modified by the Adviser in its discretion). GROWTH & INCOME FUND AND EQUITY INCOME FUND - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- ANNUAL FUND OPERATING EXPENSES Class A Class B Class C Class S Class Y - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Management Fees Growth & Income Fund 0.65% 0.65% 0.65% 0.65% 0.65% Equity Income Fund 0.65% 0.65% 0.65% 0.65% 0.65% Pro Forma Combined Fund 0.65% 0.65% 0.65% 0.65% 0.65% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Distribution and Service (12b-1) Fees Growth & Income Fund 0.25% 1.00% 1.00% None None Equity Income Fund 0.25% 1.00% 1.00% None None Pro Forma Combined Fund 0.25% 1.00% 1.00% None None - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Other Expenses(1) Growth & Income Fund 0.30% 0.30% 0.30% 0.55% 0.30% Equity Income Fund 0.30% 0.30% 0.30% 0.55% 0.30% Pro Forma Combined Fund 0.29% 0.29% 0.29% 0.54% 0.29% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Total Annual Fund Operating Expenses Growth & Income Fund 1.20% 1.95% 1.95% 1.20% 0.95% Equity Income Fund 1.20% 1.95% 1.95% 1.20% 0.95% Pro Forma Combined Fund 1.19% 1.94% 1.94% 1.19% 0.94% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Waiver of Fund Expenses Growth & Income Fund(2) (0.05)% (0.05)% (0.05)% (0.05)% (0.05)% Equity Income Fund(2) (0.05)% (0.05)% (0.05)% (0.05)% (0.05)% Pro Forma Combined Fund(3) (0.04)% (0.04)% (0.04)% (0.04)% (0.04)% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Net Expenses Growth & Income Fund(2) 1.15% 1.90% 1.90% 1.15% 0.90% Equity Income Fund(2) 1.15% 1.90% 1.90% 1.15% 0.90% Pro Forma Combined Fund(3) 1.15% 1.90% 1.90% 1.15% 0.90% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- (1)Other expenses includes a 0.25% shareholder servicing fee for Class S shares of each Fund. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Total Fund Operating Expenses do not exceed 1.15%, 1.90%, 1.90%, 1.15% and 0.90%, respectively, for Class A, Class B, Class C, Class S and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 in the discretion of the service providers. (3)In connection with the Reorganizations, the Adviser and FAIF have entered into an expense limitation agreement which provides that the Adviser will contractually limit Total Annual Fund Operating Expenses to not more than 1.15%, 1.90%, 1.90%, 1.15% and 0.90%, respectively, for Class A, Class B, Class C, Class S and Class Y shares for the period through June 30, 2003 (after which such expense limitations may be discontinued or modified by the Adviser in its discretion). 11 SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- ANNUAL FUND OPERATING EXPENSES Class A Class B Class C Class S Class Y - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Management Fees Science & Technology Fund 0.70% 0.70% 0.70% 0.70% 0.70% Technology Fund 0.70% 0.70% 0.70% 0.70% 0.70% Pro Forma Combined Fund 0.70% 0.70% 0.70% 0.70% 0.70% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Distribution and Service (12b-1) Fees Science & Technology Fund 0.25% 1.00% 1.00% None None Technology Fund 0.25% 1.00% 1.00% None None Pro Forma Combined Fund 0.25% 1.00% 1.00% None None - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Other Expenses(1) Science & Technology Fund 0.71% 0.71% 0.71% 0.96% 0.71% Technology Fund 0.63% 0.63% 0.63% 0.88% 0.63% Pro Forma Combined Fund 0.46% 0.46% 0.46% 0.77% 0.46% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Total Annual Fund Operating Expenses Science & Technology Fund 1.66% 2.41% 2.41% 1.66% 1.41% Technology Fund 1.58% 2.33% 2.33% 1.58% 1.33% Pro Forma Combined Fund 1.37% 2.16% 2.16% 1.41% 1.16% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Waiver of Fund Expenses Science & Technology Fund(2) (0.43)% (0.43)% (0.43)% (0.43)% (0.43)% Technology Fund(2) (0.35)% (0.35)% (0.35)% (0.35)% (0.35)% Pro Forma Combined Fund(3) (0.18)% (0.18)% (0.18)% (0.18)% (0.18)% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- Net Expenses Science & Technology Fund(2) 1.23% 1.98% 1.98% 1.23% 0.98% Technology Fund(2) 1.23% 1.98% 1.98% 1.23% 0.98% Pro Forma Combined Fund(3) 1.23% 1.98% 1.98% 1.23% 0.98% - ------------------------------------------- -------------- ------------- -------------- ------------- ------------- (1)Other expenses includes a 0.25% shareholder servicing fee for Class S shares of each Fund. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Total Fund Operating Expenses do not exceed 1.23%, 1.98%, 1.98%, 1.23% and 0.98%, respectively, for Class A, Class B, Class C, Class S and Class Y shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 in the discretion of the service providers. (3)In connection with the Reorganizations, the Adviser and FAIF have entered into an expense limitation agreement which provides that the Adviser will contractually limit Total Annual Fund Operating Expenses to not more than 1.23%, 1.98%, 1.98%, 1.23% and 0.98%, respectively, for Class A, Class B, Class C, Class S and Class Y shares for the period through June 30, 2003 (after which such expense limitations may be discontinued or modified by the Adviser in its discretion). EXAMPLES OF FUND EXPENSES The tables below show examples of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The examples are intended to help you compare the cost of investing in each Voting Fund and corresponding Acquiring Fund, as well as the combined fund on a pro forma (estimated) basis, assuming the Reorganizations take place. The examples assume a 5% average annual return and that you reinvest all of your dividends. The examples also assume that total annual operating expenses remain the same throughout all periods but that the Adviser discontinues the expense limitation agreement for each Voting Fund and Acquiring Fund immediately after September 30, 2002, and for each pro forma combined fund immediately after June 30, 2003. THE EXAMPLES ARE FOR ILLUSTRATION ONLY, AND YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER. 12 CAPITAL GROWTH FUND AND LARGE CAP GROWTH FUND - --------------------------------- --------------- --------------- --------------- -------------- 1 Year 3 Years 5 Years 10 Years - --------------------------------- --------------- --------------- --------------- -------------- Capital Growth Fund Class A $ 661 $ 919 $1,197 $1,988 Class B(1) $ 693 $1,021 $1,276 $2,140 Class B(2) $ 193 $ 621 $1,076 $2,140 Class C(1) $ 391 $ 715 $1,165 $2,413 Class C(2) $ 291 $ 715 $1,165 $2,413 Class S $ 117 $ 391 $ 685 $1,522 Class Y $ 92 $ 312 $ 551 $1,236 - --------------------------------- --------------- --------------- --------------- -------------- Large Cap Growth Fund Class A $ 661 $ 911 $1,181 $1,949 Class B(1) $ 693 $1,013 $1,259 $2,102 Class B(2) $ 193 $ 613 $1,059 $2,102 Class C(1) $ 391 $ 707 $1,149 $2,375 Class C(2) $ 291 $ 707 $1,149 $2,375 Class S $ 117 $ 382 $ 668 $1,480 Class Y $ 92 $ 304 $ 534 $1,193 - --------------------------------- --------------- --------------- --------------- -------------- Pro Forma Combined Fund Class A $ 661 $ 904 $1,172 $1,936 Class B(1) $ 693 $1,006 $1,251 $2,092 Class B(2) $ 193 $ 606 $1,051 $2,092 Class C(1) $ 391 $ 700 $1,140 $2,363 Class C(2) $ 291 $ 700 $1,140 $2,363 Class S $ 117 $ 375 $ 658 $1,467 Class Y $ 92 $ 297 $ 524 $1,179 - --------------------------------- --------------- --------------- --------------- -------------- (1)Assumes redemption at the end of each period. (2)Assumes no redemption at the end of each period. RELATIVE VALUE FUND AND LARGE CAP VALUE FUND - --------------------------------- --------------- --------------- --------------- -------------- 1 Year 3 Years 5 Years 10 Years - --------------------------------- --------------- --------------- --------------- -------------- Relative Value Fund Class A $ 661 $ 905 $1,169 $1,920 Class B(1) $ 693 $1,007 $1,247 $2,073 Class B(2) $ 193 $ 607 $1,047 $2,073 Class C(1) $ 391 $ 701 $1,137 $2,347 Class C(2) $ 291 $ 701 $1,137 $2,347 Class S $ 117 $ 376 $ 655 $1,449 Class Y $ 92 $ 298 $ 520 $1,161 - --------------------------------- --------------- --------------- --------------- -------------- Large Cap Value Fund Class A $ 661 $ 901 $1,160 $1,900 Class B(1) $ 693 $1,003 $1,239 $2,054 Class B(2) $ 193 $ 603 $1,039 $2,054 Class C(1) $ 391 $ 697 $1,128 $2,328 Class C(2) $ 291 $ 697 $1,128 $2,328 Class S $ 117 $ 372 $ 646 $1,429 Class Y $ 92 $ 293 $ 512 $1,140 - --------------------------------- --------------- --------------- --------------- -------------- Pro Forma Combined Fund Class A $ 661 $ 899 $1,159 $1,899 Class B(1) $ 693 $1,001 $1,237 $2,055 Class B(2) $ 193 $ 601 $1,037 $2,055 Class C(1) $ 391 $ 695 $1,127 $2,327 Class C(2) $ 291 $ 695 $1,127 $2,327 Class S $ 117 $ 369 $ 644 $1,427 Class Y $ 92 $ 291 $ 510 $1,138 - --------------------------------- --------------- --------------- --------------- -------------- (1)Assumes redemption at the end of each period. (2)Assumes no redemption at the end of each period. 13 GROWTH & INCOME FUND AND EQUITY INCOME FUND - --------------------------------- --------------- --------------- --------------- -------------- 1 Year 3 Years 5 Years 10 Years - --------------------------------- --------------- --------------- --------------- -------------- Growth & Income Fund Class A $ 661 $ 905 $1,169 $1,920 Class B(1) $ 693 $1,007 $1,247 $2,073 Class B(2) $ 193 $ 607 $1,047 $2,073 Class C(1) $ 391 $ 701 $1,137 $2,347 Class C(2) $ 291 $ 701 $1,137 $2,347 Class S $ 117 $ 376 $ 655 $1,449 Class Y $ 92 $ 298 $ 520 $1,161 - --------------------------------- --------------- --------------- --------------- -------------- Equity Income Fund Class A $ 661 $ 905 $1,169 $1,920 Class B(1) $ 693 $1,007 $1,247 $2,073 Class B(2) $ 193 $ 607 $1,047 $2,073 Class C(1) $ 391 $ 701 $1,137 $2,347 Class C(2) $ 291 $ 701 $1,137 $2,347 Class S $ 117 $ 376 $ 655 $1,449 Class Y $ 92 $ 298 $ 520 $1,161 - --------------------------------- --------------- --------------- --------------- -------------- Pro Forma Combined Fund Class A $ 661 $ 900 $1,162 $1,908 Class B(1) $ 693 $1,002 $1,241 $2,064 Class B(2) $ 193 $ 602 $1,041 $2,064 Class C(1) $ 391 $ 696 $1,130 $2,336 Class C(2) $ 291 $ 696 $1,130 $2,336 Class S $ 117 $ 371 $ 648 $1,437 Class Y $ 92 $ 293 $ 573 $1,148 - --------------------------------- --------------- --------------- --------------- -------------- (1)Assumes redemption at the end of each period. (2)Assumes no redemption at the end of each period. SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND - --------------------------------- --------------- --------------- --------------- -------------- 1 Year 3 Years 5 Years 10 Years - --------------------------------- --------------- --------------- --------------- -------------- Science & Technology Fund Class A $ 668 $1,003 $1,361 $2,366 Class B(1) $ 701 $1,108 $1,442 $2,514 Class B(2) $ 201 $ 708 $1,242 $2,514 Class C(1) $ 399 $ 801 $1,330 $2,776 Class C(2) $ 299 $ 801 $1,330 $2,776 Class S $ 125 $ 480 $ 858 $1,922 Class Y $ 100 $ 402 $ 727 $1,647 - --------------------------------- --------------- --------------- --------------- -------------- Technology Fund Class A $ 668 $ 988 $1,329 $2,291 Class B(1) $ 701 $1,092 $1,410 $2,440 Class B(2) $ 201 $ 692 $1,210 $2,440 Class C(1) $ 399 $ 785 $1,298 $2,704 Class C(2) $ 299 $ 785 $1,298 $2,704 Class S $ 125 $ 463 $ 825 $1,843 Class Y $ 100 $ 386 $ 693 $1,566 - --------------------------------- --------------- --------------- --------------- -------------- Pro Forma Combined Fund Class A $ 668 $ 942 $1,250 $2,122 Class B(1) $ 701 $1,045 $1,330 $2,277 Class B(2) $ 201 $ 645 $1,130 $2,277 Class C(1) $ 399 $ 739 $1,219 $2,543 Class C(2) $ 299 $ 739 $1,219 $2,543 Class S $ 125 $ 415 $ 741 $1,663 Class Y $ 100 $ 337 $ 607 $1,381 - --------------------------------- --------------- --------------- --------------- -------------- (1)Assumes redemption at the end of each period. (2)Assumes no redemption at the end of each period. 14 HOW DO THE FUNDS' PERFORMANCE RECORDS COMPARE? The following tables set forth average annual total return information for certain classes of each Fund for the periods indicated. The Voting Funds have not offered Class C shares for a full calendar year and the Acquiring Funds have not offered Class S shares for a full calendar year. Therefore, there is no performance information presented in the table for such share classes of these Funds. The different share classes of each Fund are invested in the same portfolio of securities, and will have similar returns. However, Class Y shares have lower operating expenses than the other classes, and will have higher returns. Class S and Class A shares have similar operating expenses, and will have similar returns. Class B and Class C shares have higher operating expenses, and will have lower returns. PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE RESULTS. CAPITAL GROWTH FUND AND LARGE CAP GROWTH FUND - ------------------------------- ----------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 2001 - ------------------------------- ----------------------------------------------------------------- Since 1 Year 5 Years 10 Years Inception(1) - ------------------------------- -------------- ---------------- ---------------- ---------------- Capital Growth Fund(2) Class A (28.23)% N/A N/A (25.40)% Class B (28.42)% 5.58% N/A (11.58)% Class C(3) N/A N/A N/A N/A Class S (24.05)% N/A N/A (29.73)% Class Y (23.86)% N/A N/A 3.07% - ------------------------------- -------------- ---------------- ---------------- ---------------- Large Cap Growth Fund(4) Class A (35.58)% 1.86% N/A 5.98% Class B (35.73)% 2.00% N/A 8.88% Class C (33.66)% N/A N/A (11.05)% Class S(3) N/A N/A N/A N/A Class Y (31.64)% 3.29% N/A 9.85% - ------------------------------- -------------- ---------------- ---------------- ---------------- (1)Inception dates are March 31, 2000, December 12, 1994, September 24, 2001, December 11, 2000 and August 18, 1997, respectively, for Class A, Class B, Class C, Class S and Class Y of Capital Growth Fund and December 18, 1992, August 15, 1994, February 1, 1999, September 24, 2001 and August 2, 1994, respectively, for Class A, Class B, Class C, Class S and Class Y of Large Cap Growth Fund. (2)On September 24, 2001, Capital Growth Fund became the successor by merger to Firstar Large Cap Growth Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to September 24, 2001 represents that of Firstar Large Cap Growth Fund. Firstar Large Cap Growth Fund was organized on December 11, 2001 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (3)No information is presented for Class C shares of Capital Growth Fund or Class S shares of Large Cap Growth Fund because such shares were not offered for a full calendar year. (4)Prior to March 25, 1994, Boulevard Bank was the investment adviser of the fund. 15 RELATIVE VALUE FUND AND LARGE CAP VALUE FUND - ---------------------------- -------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 2001 - ---------------------------- ----------------- ---------------- ---------------- ---------------- Since 1 Year 5 Years 10 Years Inception(1) - ---------------------------- ----------------- ---------------- ---------------- ---------------- Relative Value Fund(2) Class A (10.56)% 7.70% 11.89% N/A Class B (10.70)% N/A N/A (0.08)% Class C(3) N/A N/A N/A N/A Class S (5.37)% N/A N/A (6.35)% Class Y (5.14)% N/A N/A 5.33% - ---------------------------- ----------------- ---------------- ---------------- ---------------- Large Cap Value Fund Class A (12.93)% 4.80% 10.79% N/A Class B (13.17)% 4.97% N/A 10.95% Class C (10.41)% N/A N/A (2.03)% Class S(3) N/A N/A N/A N/A Class Y (7.71)% 6.27% N/A 11.50% - ---------------------------- ----------------- ---------------- ---------------- ---------------- (1)Inception dates are June 5, 1991, March 31, 1998, September 24, 2001, December 11, 2000 and August 18, 1997, respectively, for Class A, Class B, Class C, Class S and Class Y of Relative Value Fund and December 22, 1987, August 15, 1994, February 1, 1999, September 24, 2001 and February 4, 1994, respectively, for Class A, Class B, Class C, Class S and Class Y of Large Cap Value Fund. (2)On September 24, 2001, Relative Value Fund became the successor by merger to Firstar Relative Value Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to September 24, 2001 represents that of Firstar Relative Value Fund. Firstar Relative Value Fund was organized on December 11, 2000 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (3)No information is presented for Class C shares of Relative Value Fund or Class S shares of Large Cap Value Fund because such shares were not offered for a full calendar year. GROWTH & INCOME FUND AND EQUITY INCOME FUND - ------------------------------- ----------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 2001 - ------------------------------- ----------------------------------------------------------------- Since 1 Year 5 Years 10 Years Inception(1) - ------------------------------- -------------- ---------------- ---------------- ---------------- Growth & Income Fund(2) Class A (20.97)% 6.92% N/A 13.05% Class B (21.13)% N/A N/A (3.81)% Class C(3) N/A N/A N/A N/A Class S (16.38)% N/A N/A (15.26)% Class Y (16.18)% 8.40% 11.01% N/A - ------------------------------- -------------- ---------------- ---------------- ---------------- Equity Income Fund(4) Class A (9.62)% 9.23% N/A 10.65% Class B (9.30)% 9.42% N/A 12.06% Class C (6.99)% N/A N/A 2.28% Class S(3) N/A N/A N/A N/A Class Y (4.25)% 10.78% N/A 13.07% - ------------------------------- -------------- ---------------- ---------------- ---------------- (1)Inception dates are January 9, 1995, March 1, 1999, September 24, 2001, November 27, 2000 and December 29, 1989, respectively, for Class A, Class B, Class C, Class S and Class Y of Growth & Income Fund and December 18, 1992, August 15, 1994, February 1, 1999, September 24, 2001 and August 2, 1994, respectively, for Class A, Class B, Class C, Class S and Class Y of Equity Income Fund. (2)On September 24, 2001, Growth & Income Fund became the successor by merger to Firstar Growth & Income Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to September 24, 2001 represents that of Firstar Growth & Income Fund. (3)No information is presented for Class C shares of Growth & Income Fund or Class S shares of Equity Income Fund because such shares were not offered for a full calendar year. (4)Prior to March 25, 1994, Boulevard Bank was the investment adviser of the fund. 16 SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND - ------------------------------- ----------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 2001 - ------------------------------- -------------- ---------------- ---------------- ---------------- Since 1 Year 5 Years 10 Years Inception(1) - ------------------------------- -------------- ---------------- ---------------- ---------------- Science & Technology Fund(2) Class A (54.30)% N/A N/A (49.64)% Class B (54.39)% N/A N/A (15.49)% Class C(3) N/A N/A N/A N/A Class S (51.63)% N/A N/A (58.65)% Class Y (51.45)% N/A N/A (13.63)% - ------------------------------- -------------- ---------------- ---------------- ---------------- Technology Fund Class A (58.14)% (1.30)% N/A 9.54% Class B (58.26)% (1.12)% N/A 10.25% Class C (56.92)% N/A N/A (54.35)% Class S(3) N/A N/A N/A N/A Class Y (55.63)% 0.10% N/A 10.59% - ------------------------------- -------------- ---------------- ---------------- ---------------- (1)Inception dates are March 31, 2000, August 8, 1999, September 24, 2001, December 11, 2000 and August 9, 1999, respectively, for Class A, Class B, Class C, Class S and Class Y of Science & Technology Fund and April 4, 1994, August 15, 1994, February 1, 2000, September 24, 2001 and April 4, 1994, respectively, for Class A, Class B, Class C, Class S and Class Y of Technology Fund. (2)On September 24, 2001, Science & Technology Fund became the successor by merger to Firstar Science & Technology Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to September 24, 2001 represents that of Firstar Science & Technology Fund. Firstar Science & Technology Fund was organized on December 11, 2000 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (3)No information is presented for Class C shares of Science & Technology Fund or Class S shares of Technology Fund because such shares were not offered for a full calendar year. Information concerning the factors that materially affected each Fund's performance during the fiscal year ended September 30, 2001, is excerpted from the Funds' annual report for such year and is included in Exhibit B to this Prospectus/Proxy Statement. WILL I BE ABLE TO PURCHASE AND REDEEM SHARES, EXCHANGE MY SHARES AND RECEIVE DIVIDENDS AND DISTRIBUTIONS THE SAME WAY? A Reorganization will not affect your right to purchase and redeem shares, to exchange among other First American funds and to receive dividends and distributions. For more information, see "Purchase and Redemption Procedures," "Exchange Privileges" and "Dividends and Distributions" below. WHAT WILL THE MANAGEMENT FEES BE AFTER THE REORGANIZATIONS? For its management and supervision of the daily business affairs of each combined Acquiring Fund, the Adviser will be entitled to receive a monthly fee at the annual rate of 0.65% for Large Cap Growth Fund, Large Cap Value Fund and Equity Income Fund, and an annual rate of 0.70% for Technology Fund, of each Fund's respective average daily net assets. 17 The Adviser may, at its discretion, reduce or waive its fee or reimburse each Fund for certain of its other expenses in order to reduce the expense ratios. Unless otherwise agreed upon, the Adviser may also reduce or cease these voluntary waivers and reimbursements at any time. For the period from the date of the Reorganizations through June 30, 2003, the Adviser has contractually agreed to limit the annual total operating expenses of each combined Acquiring Fund in accordance with the amounts reflected in the tables under "How do the Funds' fees and expenses compare?" above. COMPARATIVE INFORMATION ON INVESTMENT OBJECTIVES, STRATEGIES AND RISKS The following tables are a comparison of each Voting Fund and the corresponding Acquiring Fund with respect to their investment objectives and principal investment strategies, as set forth in the prospectus and Statement of Additional Information relating to the Funds. As more fully set forth below, the investment objectives and policies of each Voting Fund are similar, and in some cases identical, to those of the corresponding Acquiring Fund. Please carefully review the following tables. The investment objectives, policies and restrictions may have changed for certain funds since their inception. The investment objectives set forth below reflect the investment objectives as of the close of business on the day of the Reorganizations whether or not the Reorganizations are approved. COMPARATIVE INFORMATION - CAPITAL GROWTH FUND AND LARGE CAP GROWTH FUND As set forth in the tables below, the investment strategies of Capital Growth Fund and Large Cap Growth Fund are identical and the investment objectives are substantially similar. - ------------------- ------------------------------------------------------------ CAPITAL GROWTH FUND - ------------------- ------------------------------------------------------------ Investment Maximize long-term returns. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in common stocks of Strategies companies that have market capitalizations of at least $5 billion at the time of purchase. The Adviser selects companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ 18 - ------------------- ------------------------------------------------------------ LARGE CAP GROWTH FUND - ------------------- ------------------------------------------------------------ Investment Long-term growth of capital. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in common stocks of Strategies companies that have market capitalizations of at least $5 billion at the time of purchase. The Adviser selects companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. The securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ Investments in Capital Growth Fund and Large Cap Growth Fund are subject to "primary" risks that are similar to each other, including: o Risks of Common Stocks. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. o Foreign Security Risk. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. o Risks of Securities Lending. To generate additional income, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When a fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. o Risks of Derivative Instruments. Each fund may use derivatives such as options, futures contracts, and swaps, although the use of these instruments is not a principal investment strategy of either fund. A fund will suffer a loss in connection with its use of derivatives if securities prices do not move in the direction anticipated by the Adviser when entering into the derivative instrument. 19 COMPARATIVE INFORMATION - RELATIVE VALUE FUND AND LARGE CAP VALUE FUND As set forth in the tables below, while the investment objectives and strategies of Relative Value Fund and Large Cap Value Fund are similar, there are differences. These differences include the application of a minimum market capitalization threshold to the common stocks in which the Large Cap Value Fund primarily invests and, with respect to Relative Value Fund, the use of the Russell 1000 Index to assess relative valuation as well as the use of quantitative models, together with economic forecasts and other factors, to assess and maintain risk. - ------------------- ------------------------------------------------------------ RELATIVE VALUE FUND - ------------------- ------------------------------------------------------------ Investment Maximize total return from capital appreciation plus income. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in common stocks of Strategies companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the Adviser invests in companies that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ - ------------------- ------------------------------------------------------------ LARGE CAP VALUE FUND - ------------------- ------------------------------------------------------------ Investment Capital appreciation as a primary objective, with current Objective income as a secondary objective. - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in common stocks of Strategies companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the Adviser invests in companies that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ 20 Investments in Relative Value Fund and Large Cap Value Fund are subject to "primary" risks that are similar to each other, including: o Risks of Common Stocks. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. o Foreign Security Risk. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. o Risks of Securities Lending. To generate additional income, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When a fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. o Risks of Derivative Instruments. Each fund may use derivatives such as options, futures contracts, and swaps, although the use of these instruments is not a principal investment strategy of either fund. A fund will suffer a loss in connection with its use of derivatives if securities prices do not move in the direction anticipated by the Adviser when entering into the derivative instrument. COMPARATIVE INFORMATION - GROWTH & INCOME FUND AND EQUITY INCOME FUND As set forth in the tables below, the investment objectives of Growth & Income Fund and Equity Income Fund are identical and the investment strategies are substantially similar. - ------------------- ------------------------------------------------------------ GROWTH & INCOME FUND - ------------------- ------------------------------------------------------------ Investment Long-term growth of capital and income. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in equity securities of Strategies companies which the Adviser believes are characterized by: o the ability to grow dividends at an above average rate. o the ability to finance expected growth. o strong management. The fund will attempt to maintain a dividend that will grow quickly enough to keep pace with inflation. As a result, dividend paying equity securities will generally represent the core holdings of the fund. However, the fund also may invest in non-dividend paying securities if the Adviser believes they will help balance the portfolio. The fund's equity securities include common stocks and preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. - ------------------- ------------------------------------------------------------ 21 - ------------------- ------------------------------------------------------------ The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ - ------------------- ------------------------------------------------------------ EQUITY INCOME FUND - ------------------- ------------------------------------------------------------ Investment Long-term growth of capital and income. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in equity securities of Strategies companies which the Adviser believes are characterized by: o the ability to pay above average dividends. o the ability to finance expected growth. o strong management. 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 Adviser believes they will help balance the portfolio. The fund's equity securities include common stocks and preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ Investments in Growth & Income Fund and Equity Income Fund are subject to "primary" risks that are similar to each other, including: 22 o Risks of Common Stocks. 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 company, industry, or sector of the market. o Interest Rate Risk. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. o Credit Risk. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. o Risks of Non-Investment Grade Securities. Each fund may invest up to 20% of its total assets 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. o Foreign Security Risk. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. o Risks of Securities Lending. To generate additional income, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When a fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. o Risks of Derivative Instruments. Each fund may use derivatives such as options, futures contracts, and swaps, although the use of these instruments is not a principal investment strategy of either fund. A fund will suffer a loss in connection with its use of derivatives if securities prices do not move in the direction anticipated by the Adviser when entering into the derivative instrument. COMPARATIVE INFORMATION - SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND As set forth in the tables below, although the investment objectives of Science & Technology Fund and Technology Fund are identical, there are differences between the investment strategies. For example, Science and Technology Fund focuses on companies principally engaged in science or technology business activities, while Technology Fund invests primarily in technology-related stocks. In addition, there may be differences in the average or median market capitalizations of the funds' respective portfolios from time to time. 23 - ------------------- ------------------------------------------------------------ SCIENCE & TECHNOLOGY FUND - ------------------- ------------------------------------------------------------ Investment Maximize long-term growth of capital. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in equity securities of Strategies companies principally engaged in science and technology business activities. The fund considers science and technology sectors to include companies whose primary business is to provide goods or services in the fields of science (e.g., health and medical) or technology (e.g., computers and communications). These may include companies that: o make or sell products used in health care. o make or sell medical equipment and devices and related technologies. o make or sell software or information-based services and consulting, communications and related services. o design, manufacture or sell electronic components and systems. o research, design, develop, manufacture or distribute products, processes or services that relate to hardware technology within the computer industry. o develop, produce or distribute products or services in the computer, semi-conductor, electronics, communications, health care and biotechnology sectors. o engage in the development, manufacturing or sale of communications services or communications equipment. The Adviser believes that because of rapid advances in technology and science, an investment in companies with business operations in these areas will offer substantial opportunities for long-term capital appreciation. The fund's investments may include development stage companies (companies that do not have significant revenues) and small-and mid-capitalization companies. 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 Adviser may have greater access than individual investors have to IPOs, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ - ------------------- ------------------------------------------------------------ TECHNOLOGY FUND - ------------------- ------------------------------------------------------------ Investment Long-term growth of capital. Objective - ------------------- ------------------------------------------------------------ Principal Under normal market conditions, the fund invests primarily Investment (at least 80% of its total assets) in common stocks of Strategies companies which the Adviser believes either have, or will develop, products, processes or services that will provide or will benefit significantly from technological innovations, advances and improvements. These may include: - ------------------- ------------------------------------------------------------ 24 - ------------------- ------------------------------------------------------------ o inexpensive computing power, such as personal computers. o improved methods of communications, such as satellite transmission. o technology related services such as internet related marketing services. The prime emphasis of the fund is to identify companies which the Adviser believes are positioned to benefit from technological advances in areas such as semiconductors, computers, software, communications, and online services. Companies in which the fund invests may include development stage companies (companies that do not have significant revenues) and small capitalization companies. The Adviser will generally select companies that it believes exhibit strong management teams, a strong competitive position, above average growth in revenues and a sound balance sheet. 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 Adviser may have greater access than individual investors have to IPOs, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - ------------------- ------------------------------------------------------------ Investments in Science & Technology Fund and Technology Fund are subject to "primary" risks that are similar to each other, including: o Risks of Common Stocks. 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 company, industry, or sector of the market. o Risks of Non-Diversification. Each 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 a fund's assets may be invested in the securities of a limited number of issuers, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. o Risks of the Technology Sector. Because each fund has a primary focus in technology related stocks, the funds are particularly susceptible to risks associated with the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. 25 o Risks of Development Stage, Small Cap and Mid-Cap Stocks. Stocks of development stage and small capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies of the market averages in general. o Risks of Initial Public Offerings (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. o Foreign Security Risk. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. o Risks of Securities Lending. To generate additional income, each fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When a fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. o Risks of Derivative Instruments. Each fund may use derivatives such as options, futures contracts, and swaps, although the use of these instruments is not a principal investment strategy of either fund. A fund will suffer a loss in connection with its use of derivatives if securities prices do not move in the direction anticipated by the Adviser when entering into the derivative instrument. Science & Technology Fund's prospectus describes the following additional primary risk associated with investing in that fund: o Risks of the Science Sector. Because the fund has a primary focus in science related stocks, it is particularly susceptible to risks associated with the science industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. ADDITIONAL COMPARISON INFORMATION With respect to all of the Reorganizations, each Fund may invest some or all of its assets in money market instruments or utilize other investment strategies as a temporary defensive measure during, or in anticipation of, adverse market conditions. This strategy, which would be employed only in seeking to avoid losses, is inconsistent with the Funds' principal investment objectives and strategies, and could result in lower returns and loss of market opportunities. Although each Voting Fund and the corresponding Acquiring Fund have similar investment objectives and strategies, the securities held by a Voting Fund may be sold in significant amounts in order to comply with the policies and investment practices of the corresponding Acquiring Fund in connection with a Reorganization. 26 Each Fund has other investment policies, practices and restrictions which, together with their related risks, are also set forth in the prospectus and Statement of Additional Information of the Funds and the Statement of Additional Information relating to this Prospectus/Proxy Statement. ADDITIONAL INFORMATION ABOUT THE FUNDS DISTRIBUTION OF SHARES The distribution arrangements applicable to Class A, Class B, Class C, Class S and Class Y shares of each Voting Fund are identical to the distribution arrangements of Class A, Class B, Class C, Class S and Class Y shares, respectively, of each Acquiring Fund. Quasar Distributors, LLC (the "Distributor"), an affiliate of the Adviser, is the principal underwriter for Class A, Class B, Class C, Class S and Class Y shares of each Fund. FAIF has entered into distribution agreements with the Distributor with respect to each class. Under Distribution Plans adopted by FAIF with respect to Class A, Class B and Class C shares pursuant to Rule 12b-1 under the 1940 Act (each, a "Distribution Plan"), Service Plans adopted by FAIF with respect to Class B and Class C shares (each, a "Service Plan"), and a Shareholder Service Plan and Agreement adopted by FAIF with respect to Class S shares (the "Shareholder Service Plan and Agreement"), the Class A, Class B, Class C and Class S shares of each Fund are authorized to pay the Distributor certain fees for expenses incurred in connection with the continuous distribution of shares of the Fund and/or for shareholder servicing as described below. There is no Distribution Plan or Service Plan in effect for Class Y shares. Class A Shares. FAIF has adopted a Distribution Plan for Class A shares which provides that a Fund may pay to the Distributor a fee of up to 0.25% of the average daily net assets attributable to Class A shares which the distributor can use to compensate investment professionals, participating institutions and "one-stop" mutual fund networks (institutions) for providing ongoing shareholder services to shareholder accounts. For net asset value sales of Class A shares on which the institution receives a commission, the institution does not begin to receive its shareholder servicing fee until one year after such Class A shares are sold. The Distribution Plan provides that all or any portion of the total 0.25% fee may be payable as a shareholder servicing fee and all or any portion of such total fee may be payable as a distribution fee, as determined from time to time by FAIF's Board of Directors. Until further action by FAIF's Board of Directors, all of the 0.25% fee is designated and payable as a shareholder servicing fee. Class B Shares. FAIF has adopted a Distribution Plan for Class B shares which provides that a Fund may pay to the Distributor a distribution fee of up to 0.75% of the average daily net assets attributable to Class B shares, which the Distributor retains to finance the payment of sales commissions to institutions which sell Class B shares. Distribution services and expenses include compensating dealers for sales of Class B shares, payments for other advertising and promotional expenses, preparation and distribution of sales literature and expenses incurred in connection with the costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors. The Service Plan for Class B shares further provides that a Fund may pay the Distributor a shareholder servicing fee of up to 0.25% of the average daily net assets attributable to Class B shares, which the distributor can use to compensate investment professionals, participating institutions and "one-stop" mutual fund networks (institutions) for providing ongoing shareholder services to shareholder accounts. The Service Plan provides compensation for personal, ongoing servicing and/or maintenance of shareholder accounts, including administrative or accounting services. 27 Class C Shares. FAIF has adopted a Distribution Plan for Class C shares which provides that a Fund may pay to the Distributor a distribution fee of up to 0.75% of the average daily net assets attributable to Class C shares. The Distributor may use the distribution fee to provide compensation to institutions through which shareholders hold their shares beginning one year after purchase. The Service Plan for Class C shares further provides that a Fund may pay the Distributor a shareholder servicing fee of up to 0.25% of the average daily net assets attributable to Class C shares, which the distributor can use to compensate investment professionals, participating institutions and "one-stop" mutual fund networks (institutions) for providing ongoing shareholder services to shareholder accounts. The Service Plan provides compensation for personal, ongoing servicing and/or maintenance of shareholder accounts, including administrative or accounting services. Class S Shares. FAIF has adopted a Shareholder Service Plan and Agreement for Class S shares which provides that a Fund may pay to the Distributor a shareholder servicing fee of up to 0.25% of the average daily net assets attributable to Class S shares. The Distributor can use the shareholder servicing fee to compensate investment professionals, participating institutions and "one stop" mutual fund networks (institutions) for providing ongoing shareholder services to shareholder accounts. The shareholder servicing fee may be used to provide ongoing service and/or maintenance of shareholder accounts including administrative or accounting services. Class Y Shares. Class Y shares are not subject to any 12b-1 (distribution) or shareholder servicing fees. In addition to distribution and/or shareholder servicing fees paid by the Funds, the Adviser or one of its affiliates may make payments to investment professionals and financial institutions, using their own assets, in exchange for sales and/or administrative services performed on behalf of the investment professional's or financial institution's customers. PURCHASE AND REDEMPTION PROCEDURES Purchases of Class A, Class B and Class C shares of the Funds are made through dealers, at the net asset value per share next determined after receipt of the purchase order by the Transfer Agent, plus a sales charge which may be imposed (i) at the time of purchase (Class A or Class C shares) and/or (ii) on a deferred basis (Class B or Class C shares). The minimum initial investment for Class A, Class B and Class C shares of each Fund is $1,000 ($250 for a retirement plan or a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act (UGMA/UTMA) account), and the minimum subsequent investment is $100 for such classes ($25 for a retirement plan or an UGMA/UTMA account). Class A shares of each Fund are sold with an initial sales charge of up to 5.50% of the purchase price. Certain investors are eligible to purchase Class A shares without a sales charge. Class B shares of each Fund are sold without an initial sales charge but are subject to a contingent deferred 28 sales charge ("CDSC") (declining from 5% to 0% of the lower of the amount invested or the redemption proceeds) which will be imposed on certain redemptions made within six years of purchase. This CDSC will be waived under certain conditions. Although Class B shares are subject to higher ongoing distribution-related expenses than Class A shares, Class B shares will automatically convert to Class A shares of the same Fund (which are subject to lower ongoing distribution-related expenses) eight years after the calendar month in which the purchase order for Class B shares was accepted. Class C shares of each Fund are subject to an initial sales charge equal to 1% of the purchase price and a 1% CDSC on redemptions within 18 months after purchase. Like Class B shares, the CDSC will be waived under certain conditions. Also like Class B shares, Class C shares are subject to higher ongoing distribution-related expenses than Class A shares but, unlike Class B shares, Class C shares do not convert to another class. Class S and Class Y shares of each Fund are sold through banks and other financial institutions that have entered into sales agreements with the Distributor. Class S and Class Y shares are available to a limited group of investors, and are typically held pursuant to an omnibus account arrangement with the transfer agent. Class S and Class Y shares are sold at their net asset value per share without either an initial sales charge or CDSC. Shares of each Fund may be redeemed at any time at the net asset value next determined after the order is accepted by the Fund. As indicated above, the proceeds of redemptions of Class B and Class C shares (and Class A shares originally purchased as part of an investment of $1 million or more on which no front-end sales charge was paid) may be subject to a CDSC. EXCHANGE PRIVILEGES The exchange privileges available to Class A, Class B, Class C, Class S and Class Y shareholders of each Voting Fund are identical to the exchange privileges of Class A, Class B, Class C, Class S and Class Y shareholders, respectively, of each Acquiring Fund. Shareholders of each Fund may exchange shares of the Fund for the same class of shares of any other series of the First American funds. No fee will be charged upon the exchange of shares. Generally, shares may be exchanged only for shares of the same class. However, Class A shares may be exchanged for Class S shares or Class Y shares of the same or another First American fund when Class A shareholders become eligible to participate in Class S or Class Y. Shares of a Fund subject to an exchange will be processed at net asset value per share of each fund at the time of the exchange. In determining the CDSC applicable to shares being redeemed subsequent to an exchange or, in the case of Class B shares, calculating when shares convert to Class A shares, the length of time the shares were held prior to the exchange will be taken into account. DIVIDENDS AND DISTRIBUTIONS Each Fund declares and pays dividends of investment income, if any, at least quarterly, in the case of Science & Technology Fund, and monthly for the other Funds, and makes distributions of capital gains, if any, at least annually. Unless notified otherwise, dividends and capital gains distributions, if any, will be automatically reinvested in shares of the same Fund and class on which they were paid at net asset value. Such reinvestments automatically occur on the payment date of such dividends and capital gains distributions. Alternatively, shareholders may request that dividends and capital gains distributions be reinvested in another First American fund or paid in cash. An Acquired Fund's shareholder's election with respect to reinvestment of dividends and distributions will be automatically applied with respect to Fund shares he or she receives pursuant to the respective Plans. 29 The Funds have each qualified and intend to continue to qualify to be treated as regulated investment companies under the Code. To remain qualified as a regulated investment company, a Fund must distribute 90% of its taxable and tax-exempt income and diversify its holdings as required by the 1940 Act and the Code. While so qualified, so long as each Fund distributes all of its net investment company taxable and tax-exempt income and any net realized gains to shareholders, it is expected that a Fund will not be required to pay any federal income taxes on the amounts distributed to the shareholders. ADDITIONAL INFORMATION Information concerning the Funds is incorporated by reference from the current prospectuses of FAIF related to the designated share classes of each Voting Fund and Acquiring Fund and dated January 28, 2002, accompanying this Prospectus/Proxy Statement and forming part of the Registration Statement on Form N-1A which has been filed with the SEC. FAIF is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith file reports and other information including proxy material and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located at Citicorp Center, 500 West Madison Street, Chicago, Suite 1400, Illinois 60661-2511 and at Woolworth Building, 233 Broadway, New York, New York 10279. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. INFORMATION ABOUT THE REORGANIZATIONS REASONS FOR THE REORGANIZATIONS At a meeting held on February 21, 2002, the Board of Directors of FAIF, including the Disinterested Directors, determined that it is advantageous to combine each Voting Fund with the corresponding Acquiring Fund. As discussed in detail above under "Comparative Information on Investment Objectives, Strategies and Risks," each Voting Fund and corresponding Acquiring Fund has similar investment objectives, strategies and risks. The Funds also have the same Adviser and the same distributor, custodian, transfer agent and auditors. The Board of Directors of FAIF has determined that the Reorganizations are expected to provide certain benefits to the Voting Funds and the Acquiring Funds and that each of the Reorganizations is in the best interests of each Fund and its respective shareholders. The Board of Directors has also determined that the interests of the existing shareholders of each Fund will not be diluted as a result of the Reorganizations. In making such determinations, the Board evaluated and considered extensive information provided by the management of FAIF, and the Adviser, and reviewed various factors about the Funds and the proposed Reorganizations. 30 Among other factors, the Board considered: o the potential opportunity for better investment performance due to the Adviser's ability to focus its resources on fewer products; o the potential for reduced operating expenses over time which may result from fixed and relatively fixed costs associated with operating each fund being spread over a larger asset base; o the potential for individual FAIF Funds to use their increased asset size to achieve greater portfolio diversification and to engage in block trading and other investment transactions on potentially more advantageous terms; o the terms and conditions of each Reorganization; o the tax-free nature of each Reorganization to each Fund and their shareholders; o the fact that in no event will the holders of Voting Fund shares become subject to a less advantageous total expense "cap" as a result of the proposed combination of Funds; o that the Adviser has contractually agreed to limit the total annual operating expenses of each Acquiring Fund through June 30, 2003; o the fact that the advisory fees, Rule 12b-1 fees and sales charges would remain constant for Voting Fund shareholders; o the potential elimination of confusion among shareholders with respect to products that may be considered duplicative; o each Acquiring Fund's agreements that (a) in determining contingent deferred sales charges applicable to Class B or Class C shares issued by it in the Reorganization and, with respect to Class B shares, the date upon which such shares convert to Class A shares, it shall give credit for the period during which the holders thereof held the Class B or Class C shares of the Selling Fund in exchange for which such Acquiring Fund shares were issued; and (b) in the event that Class A shares of the Acquiring Fund are distributed in the Reorganization to former holders of Class A shares of the Selling Fund with respect to which the front-end sales charge was waived due to a purchase of $1 million or more, it shall give credit for the period during which the holder thereof held such Selling Fund shares for purposes in determining whether a deferred sales charge is payable upon the sale of such Class A shares of the Acquiring Fund; and o that the Adviser will bear the expenses associated with the Reorganizations. The Board also considered the potential benefits to the Adviser which could result from the proposed Reorganizations. The Board recognized that to the extent the Adviser determines to waive advisory fees in the future, to the extent that the Acquiring Funds realize overall expense ratios before fee waivers consistent with those before the Reorganizations, the combination of Funds would have the effect of decreasing the cost to the Adviser of providing such waivers. The Board also noted, however, that the Adviser is not obligated to make any such waivers (beyond the contractual period) and that, in any event, the proposed Reorganizations are expected to provide other benefits to shareholders. 31 After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Board of Directors of FAIF concluded that the proposed Reorganizations, as applicable, would be in the best interests of each Voting Fund and their respective shareholders. Consequently, they approved the Plans and directed that the respective Plans be submitted to shareholders of the Voting Funds for approval. The directors of FAIF have also approved the Plans on behalf of the Acquiring Funds. AGREEMENTS AND PLANS OF REORGANIZATION The following summary is qualified in its entirety by reference to the Plans (a form of which is attached as Exhibit A to this Prospectus/Proxy Statement). Each Plan provides that all of the assets of the respective Voting Fund will be acquired by the corresponding Acquiring Fund in exchange for Class A, Class B, Class C, Class S and Class Y shares of the corresponding Acquiring Fund and the assumption by the corresponding Acquiring Fund of the identified liabilities of the Voting Fund on or about May 20, 2002, or such other date as may be agreed upon by the parties (the "Closing Date"). The Acquiring Funds will not assume any liabilities or obligations of the respective Voting Fund other than those reflected in an unaudited statement of assets and liabilities of the Voting Fund prepared as of the close of regular trading on the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern Time, on the business day immediately prior to the Closing Date (the "Valuation Time"). At or prior to the Closing Date, the Voting Funds will each declare a dividend or dividends and distribution or distributions which, together with all previous dividends and distributions, shall have the effect of distributing to the Voting Fund's shareholders all of the Voting Fund's investment company taxable income for the taxable period ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of its net capital gains realized in all taxable periods ending on the Closing Date (after reductions for any capital loss carryovers). With respect to each Reorganization, the number of full and fractional Class A, Class B, Class C, Class S and Class Y shares of each corresponding Acquiring Fund to be received by the shareholders of each Voting Fund will be determined by multiplying the number of outstanding full and fractional shares of each class of the Voting Fund by a factor which shall be computed by dividing the net asset value per share of each class of the Voting Fund by the net asset value per share of the respective classes of the corresponding Acquiring Fund. These computations will take place as of the Valuation Time. For each Voting Fund, its net asset value per share will be determined by dividing assets, less liabilities, in each case attributable to the respective class, by the total number of outstanding shares of such class. The co-administrator for the Voting Funds will compute the value of each Voting Fund's respective portfolio of securities. The method of valuation employed will be consistent with the procedures set forth in the prospectus and Statement of Additional Information relating to the applicable Acquiring Fund, Rule 22c-1 under the 1940 Act, and with the interpretations of that Rule by the SEC's Division of Investment Management. 32 Each Voting Fund will liquidate and distribute pro rata to shareholders of record as of the close of business on the Closing Date the full and fractional Class A, Class B, Class C, Class S and Class Y shares of voting stock of the applicable Acquiring Fund received by the Voting Fund. Voting Fund shareholders will receive Acquiring Fund shares of the same class as their Voting Fund shares and having a net asset value equal to the total net asset value of their Voting Fund shares as of the Valuation Time. The liquidation and distribution will be accomplished by the establishment of accounts in the names of each Voting Fund's shareholders on the applicable Acquiring Fund's share records of its transfer agent. Each account will represent the respective pro rata number of full and fractional Class A, Class B, Class C, Class S and Class Y shares of voting stock of the applicable Acquiring Fund due to the Voting Fund's shareholders. All issued and outstanding shares of each Voting Fund will be canceled. The shares of voting stock of the applicable Acquiring Fund to be issued will have no preemptive or conversion rights and no share certificates will be issued. After these distributions and the winding up of its affairs, each Voting Fund will be terminated. The consummation of each Reorganization is subject to the conditions set forth in the Plan, including approval, as applicable, by the Voting Fund's shareholders, accuracy of various representations and warranties and receipt of opinions of counsel. Notwithstanding approval of a Voting Fund's shareholders, the Plan may be terminated with respect to a Reorganization (a) by the mutual agreement of the Voting Fund and the applicable Acquiring Fund; or (b) at or prior to the Closing Date by either party (1) because of a breach by the other party of any representation, warranty, or agreement contained in the Plan to be performed at or prior to the Closing Date if not cured within 30 days, or (2) because a condition to the obligation of the terminating party has not been met and it reasonably appears that it cannot be met. Whether or not a Reorganization is consummated, the Adviser will pay the expenses incurred by each Voting Fund and the corresponding Acquiring Fund in connection with that Reorganization (including the cost of any proxy-soliciting agent). No portion of the expenses will be borne directly or indirectly by a Voting Fund, the corresponding Acquiring Fund or their shareholders. If a Voting Fund's shareholders do not approve the respective Reorganization, the directors of FAIF will consider other possible courses of action which may be in the best interests of shareholders. FEDERAL INCOME TAX CONSEQUENCES Each Reorganization is intended to qualify for Federal income tax purposes as a tax-free reorganization described in Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), with no gain or loss recognized as a consequence of the Reorganizations by the Voting Funds, the Acquiring Funds or the shareholders of any Fund. As a condition to the closing of a Reorganization, the parties will receive a legal opinion to that effect. That opinion will be based upon certain representations and warranties made by the Funds and certifications received from each of the Funds and certain of their service providers. You should consult your tax advisor regarding the effect, if any, of a proposed Reorganization in light of your individual circumstances. Since the foregoing discussion only relates to the Federal income tax consequences of the Reorganizations, you should also consult your tax advisor as to state and other local tax consequences, if any, of a Reorganization. It should be noted that no rulings have been sought from the Internal Revenue Service ("IRS") and that an opinion of counsel is not binding on the IRS or any court. If the IRS were to successfully assert that a proposed transaction is taxable, then the proposed transaction would be treated as a taxable sale of the Voting Fund's assets to the corresponding Acquiring Fund followed by the taxable liquidation of the Voting Fund, and shareholders of the Voting Fund would recognize gain or loss as a result of such transaction. 33 PRO-FORMA CAPITALIZATION The following tables set forth the capitalization of each Voting Fund and the corresponding Acquiring Fund as of September 30, 2001 and the capitalization of the combined Acquiring Fund on a pro forma basis as of that date, giving effect to the proposed acquisitions of assets of the Voting Fund at its then current net asset value. CAPITALIZATION OF CAPITAL GROWTH FUND, LARGE CAP GROWTH FUND AND PRO FORMA COMBINED FUND (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) - ------------------------- ---------------------- ----------------------- --------------------- CAPITAL GROWTH LARGE CAP GROWTH PRO FORMA FUND FUND COMBINED FUND - ------------------------- ---------------------- ----------------------- --------------------- TOTAL NET ASSETS - ------------------------- ---------------------- ----------------------- --------------------- CLASS A $8,597 $85,443 $94,040 - ------------------------- ---------------------- ----------------------- --------------------- CLASS B $46,103 $17,976 $64,079 - ------------------------- ---------------------- ----------------------- --------------------- CLASS C N/A $13,177 $13,177 - ------------------------- ---------------------- ----------------------- --------------------- CLASS S $11,882 N/A $11,882 - ------------------------- ---------------------- ----------------------- --------------------- CLASS Y $131,961 $594,163 $726,124 - ------------------------- ---------------------- ----------------------- --------------------- TOTAL $198,543 $710,759 $909,302 - ------------------------- ---------------------- ----------------------- --------------------- - ------------------------- ---------------------- ----------------------- --------------------- NET ASSET VALUE PER SHARE - ------------------------- ---------------------- ----------------------- --------------------- CLASS A $14.68 $9.33 $14.68* - ------------------------- ---------------------- ----------------------- --------------------- CLASS B $14.59 $8.96 $14.59* - ------------------------- ---------------------- ----------------------- --------------------- CLASS C N/A $9.14 $14.68* - ------------------------- ---------------------- ----------------------- --------------------- CLASS S $14.69 $9.33 $14.69* - ------------------------- ---------------------- ----------------------- --------------------- CLASS Y $14.77 $9.44 $14.77* - ------------------------- ---------------------- ----------------------- --------------------- - ------------------------- ---------------------- ----------------------- --------------------- SHARES OUTSTANDING - ------------------------- ---------------------- ----------------------- --------------------- CLASS A 586 9,156 6,406 - ------------------------- ---------------------- ----------------------- --------------------- CLASS B 3,159 2,006 4,391 - ------------------------- ---------------------- ----------------------- --------------------- CLASS C N/A 1,442 898 - ------------------------- ---------------------- ----------------------- --------------------- CLASS S 809 N/A 809 - ------------------------- ---------------------- ----------------------- --------------------- CLASS Y 8,932 62,914 49,160 - ------------------------- ---------------------- ----------------------- --------------------- - --------------------------- * Following the Reorganization, Large Cap Growth Fund will assume and publish the investment performance record of Capital Growth Fund. 34 CAPITALIZATION OF RELATIVE VALUE FUND, LARGE CAP VALUE FUND AND PRO FORMA COMBINED FUND (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) - ------------------------- ---------------------- ----------------------- ---------------------- RELATIVE VALUE LARGE CAP VALUE PRO FORMA FUND FUND COMBINED FUND - ------------------------- ---------------------- ----------------------- ---------------------- TOTAL NET ASSETS - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A $33,288 $94,064 $127,352 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B $12,081 $38,108 $50,189 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C N/A $10,141 $10,141 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S $34,004 N/A $34,004 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y $344,495 $970,190 $1,314,685 - ------------------------- ---------------------- ----------------------- ---------------------- TOTAL $423,868 $1,112,503 $1,536,371 - ------------------------- ---------------------- ----------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- NET ASSET VALUE PER SHARE - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A $24.09 $15.98 $15.98 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B $24.01 $15.71 $15.71 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C $24.09 $15.90 $15.90 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S $24.06 $15.97 $15.97 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y $24.12 $16.02 $16.02 - ------------------------- ---------------------- ----------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- SHARES OUTSTANDING - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A 1,382 5,888 7,971 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B 503 2,425 3,194 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C N/A 638 638 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S 1,413 N/A 2,129 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y 14,285 60,564 82,068 - ------------------------- ---------------------- ----------------------- ---------------------- 35 CAPITALIZATION OF GROWTH & INCOME FUND, EQUITY INCOME FUND AND PRO FORMA COMBINED FUND (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) - ------------------------- ---------------------- ----------------------- ---------------------- GROWTH & INCOME EQUITY INCOME PRO FORMA FUND FUND COMBINED FUND - ------------------------- ---------------------- ----------------------- ---------------------- TOTAL NET ASSETS - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A $150,323 $24,557 $174,880 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B $11,612 $11,516 $23,128 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C N/A $8,028 $8,028 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S $44,821 $328 $45,149 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y $497,782 $267,361 $765,143 - ------------------------- ---------------------- ----------------------- ---------------------- TOTAL $704,538 $311,790 $1,016,328 - ------------------------- ---------------------- ----------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- NET ASSET VALUE PER SHARE - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A $31.16 $12.13 $12.13 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B $30.86 $12.07 $12.07 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C $31.17 $12.09 $12.09 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S $31.14 $12.12 $12.12 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y $31.21 $12.20 $12.20 - ------------------------- ---------------------- ----------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- SHARES OUTSTANDING - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A 4,824 2,025 14,418 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B 376 954 1,916 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C N/A 664 664 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S 1,439 27 3,725 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y 15,951 21,916 62,718 - ------------------------- ---------------------- ----------------------- ---------------------- 36 CAPITALIZATION OF SCIENCE & TECHNOLOGY FUND, TECHNOLOGY FUND AND PRO FORMA COMBINED FUND (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) - ------------------------- ---------------------- ----------------------- ---------------------- SCIENCE & TECHNOLOGY TECHNOLOGY PRO FORMA FUND FUND COMBINED FUND - ------------------------- ---------------------- ----------------------- ---------------------- TOTAL NET ASSETS - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A $988 $29,084 $30,072 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B $3,563 $15,974 $19,537 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C N/A $9,009 $9,009 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S $1,858 N/A $1,858 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y $28,293 $59,654 $87,947 - ------------------------- ---------------------- ----------------------- ---------------------- TOTAL $34,702 $113,721 $148,423 - ------------------------- ---------------------- ----------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- NET ASSET VALUE PER SHARE - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A $4.70 $6.36 $6.36 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B $4.66 $5.77 $5.77 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C $4.70 $6.28 $6.28 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S $4.70 $6.36 $6.36 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y $4.74 $6.53 $6.53 - ------------------------- ---------------------- ----------------------- ---------------------- - ------------------------- ---------------------- ----------------------- ---------------------- SHARES OUTSTANDING - ------------------------- ---------------------- ----------------------- ---------------------- CLASS A 210 4,572 4,727 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS B 765 2,771 3,389 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS C N/A 1,435 1,435 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS S 395 N/A 292 - ------------------------- ---------------------- ----------------------- ---------------------- CLASS Y 5,966 9,129 13,462 - ------------------------- ---------------------- ----------------------- ---------------------- The tables set forth above should not be relied upon to reflect the number of Acquiring Fund shares to be issued in, and outstanding immediately following, a Reorganization; the actual number of shares to be issued and outstanding will depend upon the net asset value and number of shares of each Voting Fund and the corresponding Acquiring Fund at the time of the Reorganization. COMPARATIVE INFORMATION ON SHAREHOLDERS' RIGHTS Each of the Voting Funds and the Acquiring Funds is a series of FAIF, a Maryland corporation. Because each Fund is a series of the same corporation, your rights as a shareholder of an Acquiring Fund will not differ from your rights as a shareholder of a Voting Fund. VOTING INFORMATION CONCERNING THE MEETING This Prospectus/Proxy Statement is being sent to shareholders of Capital Growth Fund, Relative Value Fund, Growth & Income Fund and Science & Technology Fund, each a series of FAIF, in connection with a solicitation of voting instructions by the directors of FAIF, to be used at the Meeting. This Prospectus/Proxy Statement, along with a Notice of the Meeting and a proxy card, is first being mailed to shareholders of the Voting Funds on or about _________________, 2002. 37 The Board of Directors of FAIF has fixed the close of business on March 18, 2002, as the record date (the "Record Date") for determining the shareholders of the Voting Funds entitled to receive notice of the Meeting and to give voting instructions, and for determining the number of shares for which such instructions may be given, with respect to the Meeting or any adjournment thereof. Shares which represent interests in a particular Voting Fund vote separately on the Reorganization and those matters pertaining only to that Voting Fund. Approval of a Reorganization will require the affirmative vote of a majority of the outstanding shares of each Voting Fund, with all classes of the Voting Fund voting together and not by class. Abstentions will be counted for purposes of determining a quorum, but will not be included in the amount of shares voted. Accordingly, an abstention will have the effect of a negative vote. Approval of a Plan with respect to a Voting Fund will be considered approval of the amendment to the Amended and Restated Articles of Incorporation of FAIF required to effect the Reorganization attached to the Plan. If a proxy that is properly executed and returned represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares on a Reorganization with respect to which the broker or nominee does not have discretionary power), the shares represented thereby, will only be considered present for purposes of determining the existence of a quorum for the transaction of business and will not be included in determining the number of votes cast. The individuals named as proxies on the enclosed proxy card will vote in accordance with your direction as indicated thereon, if your card is received properly executed by you or by your duly appointed agent or attorney-in-fact. If your card is properly executed and you give no voting instructions, your shares will be voted FOR the applicable Reorganization. You can also vote by telephone, with a fax or toll-free call to the appropriate number on the proxy card, and through the Internet Web site stated on the proxy card. You may revoke any proxy card by giving another proxy or by letter or telegram revoking the initial proxy. In addition, you can revoke a prior proxy by simply voting again using the proxy card, by a fax or toll-free call to the appropriate number on the proxy card, or through the Internet Website stated on the proxy card. To be effective, your revocation must be received by the applicable Voting Fund prior to the Meeting and must indicate your name and account number. In addition, if you attend the Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby canceling any proxy previously given. Proxy solicitations will be made primarily by mail but may also be made by telephone, through the Internet or personal solicitations conducted by officers and employees of the Adviser, its affiliates or other representatives of the Voting Funds (who will not be paid for their soliciting activities). In addition, proxy solicitations may be made by ____________________________, the Voting Funds' proxy solicitor. The estimated cost of the proxy solicitations is approximately $_________________________. The costs of solicitation and the expenses incurred in connection with preparing this Prospectus/Proxy Statement and its enclosures will be paid by the Adviser. Neither the Voting Funds or the Acquiring Funds will bear any costs associated with the Meeting, this proxy solicitation or any adjourned session. 38 If shareholders of a Voting Fund do not vote to approve the applicable Reorganization, the directors of FAIF will consider other possible courses of action in the best interests of shareholders. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve a Reorganization are not received, the persons named as proxies on a proxy form sent to the Record Holders may propose one or more adjournments of the Meeting to permit further proxy solicitation. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require an affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote upon such adjournment after consideration of all circumstances which may bear upon a decision to adjourn the Meeting. A shareholder of a Voting Fund who objects to a proposed Reorganization will not be entitled under either Maryland law or the Articles of Incorporation, as amended, of FAIF, to demand payment for, or an appraisal of, his or her shares. However, shareholders should be aware that each Reorganization as proposed is not expected to result in recognition of gain or loss to shareholders for federal income tax purposes. In addition, if a Reorganization is consummated, the rights of shareholders to exchange among other First American funds or to sell fund shares will not be affected. FAIF does not hold annual shareholder meetings. If a Reorganization is not approved, shareholders wishing to submit proposals to be considered for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of FAIF at the address set forth on the cover of this Prospectus/Proxy Statement so that they will be received by FAIF in a reasonable period of time prior to that meeting. The votes of the shareholders of each Acquiring Fund are not being solicited by this Prospectus/Proxy Statement and are not required to carry out the Reorganizations. SHAREHOLDER INFORMATION The Record Holders of each Voting Fund at the close of business on March 18, 2002 (the Record Date) will be entitled to be present and vote at the Meeting with respect to shares of the applicable Voting Fund owned as of the Record Date. As of the Record Date, the total number of shares of each Voting Fund outstanding and entitled to vote was as follows: --------------------------- -------------------------- NUMBER OF SHARES --------------------------- -------------------------- CAPITAL GROWTH FUND [ ] --------------------------- -------------------------- RELATIVE VALUE FUND [ ] --------------------------- -------------------------- GROWTH & INCOME FUND [ ] --------------------------- -------------------------- SCIENCE & TECHNOLOGY FUND [ ] --------------------------- -------------------------- As of __________________, 2002, the officers and directors of FAIF beneficially owned as a group less than 1% of the outstanding shares of each Fund, respectively. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES [insert 5% beneficial owners of any Fund as of Record Date] 39 FINANCIAL STATEMENTS AND EXPERTS The Annual Report of First American Investment Funds, Inc. for the year ended and as of September 30, 2001, and the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement. The financial statements and financial highlights have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports incorporated by reference herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. OTHER BUSINESS FAIF's Board of Directors does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment. THE BOARD OF DIRECTORS OF FAIF RECOMMENDS APPROVAL OF EACH PLAN AND ANY UNMARKED PROXY CARDS WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF APPROVAL OF SUCH PLAN. ________________________________________, 2002 40 EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this ___ day of February, 2002, by and between First American Investment Funds, Inc., a Maryland corporation with its principal place of business 800 Nicollet Mall, Minneapolis, Minnesota 55402 ("FAIF"), with respect to its Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund and Technology Fund (each, an "Acquiring Fund"), and FAIF, with respect to its Capital Growth Fund, Relative Value Fund, Growth & Income Fund and Science & Technology Fund (each, a "Selling Fund"). The reorganization (the "Reorganization") will consist of (i) the transfer of all of the assets of each applicable Selling Fund as set forth in the table in Section 1.1 of this Agreement in exchange for Class A, Class B, Class C, Class S and Class Y shares of common stock, $.0001 par value per share, of the corresponding Acquiring Fund, as set forth in the table in Section 1.1 of this Agreement (the Class A, Class B, Class C, Class S and Class Y shares of such Acquiring Fund to be issued to the Selling Fund, the "Acquiring Fund Shares"); (ii) the assumption by each Acquiring Fund of the identified liabilities of the corresponding Selling Fund; and (iii) the distribution, after the Closing Date hereinafter referred to, of the applicable Acquiring Fund Shares to the shareholders of the corresponding Selling Fund in liquidation of such Selling Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement. WHEREAS, each Selling Fund and each corresponding Acquiring Fund is a separate investment series of an open-end, registered investment company of the management type and each Selling Fund owns securities that generally are assets of the character in which the corresponding Acquiring Fund is permitted to invest; WHEREAS, each Selling Fund and the corresponding Acquiring Fund are authorized to issue their common shares; and WHEREAS, the Directors of FAIF have determined that the transactions contemplated herein will be in the best interests of each Acquiring Fund, each Selling Fund and their respective shareholders and that the interests of the existing shareholders of the Acquiring Funds and Selling Funds will not be diluted as a result thereof. NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: ARTICLE I TRANSFER OF ASSETS OF EACH SELLING FUND IN EXCHANGE FOR THE CORRESPONDING ACQUIRING FUND SHARES, ASSUMPTION OF EACH SELLING FUND'S LIABILITIES AND LIQUIDATION OF EACH SELLING FUND 1.1 THE EXCHANGE. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, each Selling Fund agrees to transfer all of its assets as set forth in paragraph 1.2 to the corresponding Acquiring Fund. Each Selling Fund and the corresponding Acquiring Fund, each a series of FAIF, is set forth in the following table: A-1 Selling Fund Corresponding Acquiring Fund ------------ ---------------------------- Capital Growth Fund.................. Large Cap Growth Fund Relative Value Fund.................. Large Cap Value Fund Growth & Income Fund................. Equity Income Fund Science & Technology Fund............ Technology Fund Each Acquiring Fund agrees, in exchange for the corresponding Selling Fund's assets (i) to deliver to the Selling Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume the identified liabilities of the Selling Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1. 1.2 ASSETS TO BE ACQUIRED. The assets of each Selling Fund to be acquired by the corresponding Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. Each Selling Fund has provided the corresponding Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Selling Fund's assets as of the date thereof. Each Selling Fund hereby represents that, as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. Each Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the corresponding Acquiring Fund, acquire any additional securities other than securities of the type in which such Acquiring Fund is permitted to invest. Each Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the corresponding Acquiring Fund with a list of its portfolio securities and other investments (the "Securities List"). Each Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the corresponding Selling Fund with a list of the securities, if any, on the Selling Fund's Securities List that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. If a Selling Fund holds any investments that the corresponding Acquiring Fund may not hold (as identified by the Acquiring Fund pursuant hereto), the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that a Selling Fund and the corresponding Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund, if requested by the Acquiring Fund, will dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. A-2 1.3 LIABILITIES TO BE ASSUMED. Each Acquiring Fund shall assume only those liabilities, expenses, costs, charges and reserves reflected on a Statement of Assets and Liabilities of the corresponding Selling Fund prepared on behalf of the Selling Fund, as of the Valuation Date (as defined in paragraph 2.1), in accordance with generally accepted accounting principles consistently applied from the prior audited period and shall not assume any other liabilities, whether absolute or contingent, known or unknown, accrued or unaccrued, all of which shall remain the obligation of the corresponding Selling Fund. 1.4 LIQUIDATION AND DISTRIBUTION. On the Closing Date, (a) each Selling Fund will liquidate and distribute pro rata to its shareholders of record, determined as of the close of business on the Valuation Date (the "Selling Fund Shareholders"), the corresponding Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1; and (b) the Selling Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Selling Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the corresponding Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The corresponding Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of each Acquiring Fund's transfer agent. Shares of each Acquiring Fund will be issued in the manner described in the Prospectus/Proxy Statement on Form N-14, which has been distributed to shareholders of the corresponding Selling Fund as described in paragraph 4.1(o). 1.6 TRANSFER TAXES. Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the corresponding Selling Fund shares on the books of the corresponding Selling Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred. 1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of a Selling Fund is and shall remain the responsibility of the Selling Fund up to and including the Closing Date and such later date on which the Selling Fund is terminated. 1.8 TERMINATION. Each Selling Fund shall be terminated promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4. 1.9 ARTICLES OF AMENDMENT. FAIF shall, before the Closing Date, (a) obtain approval pursuant to Maryland law of articles of amendment ("Amendment") to its Amended and Restated Articles of Incorporation (in substantially the form attached hereto as Exhibit A) and (b) file same with the Secretary of State of Maryland. A-3 1.10 CREDIT FOR SALES CHARGES. Each Acquiring Fund agrees that in determining contingent deferred sales charges applicable to Class B or Class C shares issued by it in the Reorganization and, with respect to Class B shares, the date upon which such shares convert to Class A shares, it shall give credit for the period during which the holders thereof held the Class B or Class C shares of the corresponding Selling Fund in exchange for which such Acquiring Fund shares were issued. In the event that Class A shares of an Acquiring Fund are distributed in the Reorganization to former holders of Class A shares of the corresponding Selling Fund with respect to which the front-end sales charge was waived due to a purchase of $1 million or more, the Acquiring Fund agrees that in determining whether a deferred sales charge is payable upon the sale of such Class A shares of the Acquiring Fund it shall give credit for the period during which the holder thereof held such corresponding Selling Fund shares. ARTICLE II VALUATION 2.1 VALUATION OF ASSETS. The value of each Selling Fund's assets to be acquired by the corresponding Acquiring Fund hereunder shall be the value of such assets computed as of the close of business on the New York Stock Exchange on the business day immediately prior to the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures set forth in FAIF's Amended and Restated Articles of Incorporation and each Acquiring Fund's then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties. 2.2 VALUATION OF SHARES. The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in FAIF's Amended and Restated Articles of Incorporation and each Acquiring Fund's then current prospectus and statement of additional information. 2.3 SHARES TO BE ISSUED. The number of full and fractional Acquiring Fund Shares of each class to be issued in exchange for each corresponding Selling Fund's assets shall be determined by multiplying the outstanding shares of each class of the applicable Selling Fund by the ratio computed by dividing the net asset value per share attributable to each class of the applicable Selling Fund by the net asset value per share of the respective classes of the corresponding Acquiring Fund determined in accordance with paragraph 2.2. The Selling Fund Shareholders of Class A, Class B, Class C, Class S and Class Y shares of each Selling Fund will receive Class A, Class B, Class C, Class S and Class Y shares, respectively, of the corresponding Acquiring Fund. ARTICLE III CLOSING AND CLOSING DATE 3.1 CLOSING DATE. The closing of the Reorganization (the "Closing") shall take place on or about May 20, 2002 or such other date as the parties may agree to in writing (the "Closing Date"). All acts taking place at the Closing shall be deemed to take place simultaneously immediately prior to the opening of business on the Closing Date unless otherwise provided. The Closing shall be held as of 8:00 a.m. Central time at the offices of FAIF, or at such other time and/or place as the parties may agree. A-4 3.2 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of one or more Acquiring Funds or the applicable Selling Fund(s) shall be closed to trading or trading thereon shall be restricted; or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of one or more Acquiring Funds or the applicable Selling Fund(s) is impracticable, the Valuation Date (and the Closing Date) for the affected Acquiring Fund(s) and Selling Fund(s) shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.3 TRANSFER AGENT'S CERTIFICATE. Each Selling Fund shall cause its transfer agent to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Selling Fund Shareholders of each Selling Fund and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall issue and deliver, or cause its transfer agent to issue and deliver, to the Secretary of FAIF a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date or provide evidence satisfactory to each Selling Fund that such Acquiring Fund Shares have been credited to the Selling Fund's account on the books of such Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts and other documents as such other party or its counsel may reasonably request. ARTICLE IV REPRESENTATIONS AND WARRANTIES 4.1 REPRESENTATIONS OF THE SELLING FUNDS. Each Selling Fund represents and warrants to the corresponding Acquiring Fund as follows: (a) The Selling Fund is a separate investment series of FAIF, a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland. (b) The Selling Fund is a separate investment series of FAIF, which is registered as an investment company classified as a management company of the open-end type, and its registration with the Securities and Exchange Commission (the "Commission") as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as amended (the "1933 Act"), is in full force and effect. (c) The Selling Fund has all necessary federal, state and local authorizations, licenses and approvals necessary or desirable to carry on its business as such business is now being conducted. (d) The Selling Fund is not, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result, in violation of any provision of FAIF's Amended and Restated Articles of Incorporation or Bylaws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Selling Fund is a party or by which it is bound. (e) The Selling Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it prior to the Closing Date, except for liabilities, if any, to be discharged or reflected in the Statement of Assets and Liabilities as provided in paragraph 1.3 hereof. A-5 (f) Except as otherwise disclosed in writing to and accepted by the corresponding Acquiring Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Selling Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Selling Fund to carry out the transactions contemplated by this Agreement. The Selling Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (g) The audited financial statements of the Selling Fund at September 30, 2001 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the corresponding Acquiring Fund) fairly reflect the financial condition of the Selling Fund as of such date, and there are no material known contingent liabilities of the Selling Fund as of such date not disclosed therein. (h) Since September 30, 2001, there has not been any material adverse change in the Selling Fund's financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Selling Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted by the corresponding Acquiring Fund. For the purposes of this subparagraph (h), a decline in the net asset value of the Selling Fund shall not constitute a material adverse change. (i) At the Closing Date, all material federal and other tax returns and reports of the Selling Fund required by law to have been filed by such dates shall have been filed, and all federal and other taxes shown due on said returns and reports shall have been paid, or provision shall have been made for the payment thereof. To the best of the Selling Fund's knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. (j) For each fiscal year of its operation, the Selling Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment income and realized capital gains. (k) All issued and outstanding shares of the Selling Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Selling Fund. All of the issued and outstanding shares of the Selling Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the transfer agent as provided in paragraph 3.3. The Selling Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any of the Selling Fund shares, nor is there outstanding any security convertible into any of the Selling Fund shares. (l) At the Closing Date, the Selling Fund will have good and marketable title to the Selling Fund's assets to be transferred to the corresponding Acquiring Fund pursuant to paragraph 1.2 and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, and, upon delivery and payment for such assets, the corresponding Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed in writing to the corresponding Acquiring Fund and accepted by the Acquiring Fund. A-6 (m) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Selling Fund and, subject to approval by the Selling Fund's shareholders, this Agreement constitutes a valid and binding obligation of the Selling Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. (n) The information furnished by the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations thereunder applicable thereto. (o) The Selling Fund has provided the corresponding Acquiring Fund with information reasonably necessary for the preparation of a prospectus, which included the proxy statement of the Selling Fund (the "Prospectus/Proxy Statement"), all of which was included in a Registration Statement on Form N-14 of the corresponding Acquiring Fund (the "Registration Statement"), in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act") and the 1940 Act in connection with the meeting of the shareholders of the Selling Fund to approve this Agreement and the transactions contemplated hereby. The Prospectus/Proxy Statement included in the Registration Statement (other than information therein that relates to the corresponding Acquiring Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading (other than as may timely be remedied by further appropriate disclosure). 4.2 REPRESENTATIONS OF THE ACQUIRING FUNDS. Each Acquiring Fund represents and warrants to the corresponding Selling Fund as follows: (a) The Acquiring Fund is a separate investment series of FAIF, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. (b) The Acquiring Fund is a separate investment series of FAIF, a corporation that is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in violation of FAIF's Amended and Restated Articles of Incorporation or Bylaws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. A-7 (e) Except as otherwise disclosed in writing to the corresponding Selling Fund and accepted by the corresponding Selling Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein. (f) The audited financial statements of the Acquiring Fund at September 30, 2001 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the corresponding Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein. (g) Since September 30, 2001, there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted by the corresponding Selling Fund. For the purposes of this subparagraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) At the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law then to be filed by such dates shall have been filed, and all federal and other taxes shown due on said returns and reports shall have been paid or provision shall have been made for the payment thereof. To the best of the Acquiring Fund's knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. (i) For each fiscal year of its operation, the Acquiring Fund has met the requirements of subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment income and realized capital gains. (j) All issued and outstanding Acquiring Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable. The Acquiring Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares. (k) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. A-8 (l) The Acquiring Fund Shares to be issued and delivered to the corresponding Selling Fund, for the account of the Selling Fund Shareholders, pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. (m) The information furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations applicable thereto. (n) The Prospectus/Proxy Statement included in the Registration Statement (only insofar as it relates to the Acquiring Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading (other than as may timely be remedied by further appropriate disclosure). (o) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. ARTICLE V COVENANTS OF THE ACQUIRING FUNDS AND THE SELLING FUNDS 5.1 OPERATION IN ORDINARY COURSE. Each Acquiring Fund and each Selling Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions. 5.2 APPROVAL BY SHAREHOLDERS. FAIF will call a meeting of the shareholders of each Selling Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein. 5.3 INVESTMENT REPRESENTATION. Each Selling Fund covenants that the applicable Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement. 5.4 ADDITIONAL INFORMATION. Each Selling Fund will assist the corresponding Acquiring Fund in obtaining such information as such Acquiring Fund reasonably requests concerning the beneficial ownership of the Selling Fund shares. 5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each Acquiring Fund and the corresponding Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. A-9 5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the Closing Date, each Selling Fund shall furnish the corresponding Acquiring Fund, in such form as is reasonably satisfactory to such Acquiring Fund, a statement of the earnings and profits of the Selling Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by Ernst & Young LLP and certified by FAIF's President, Vice President or Treasurer. ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUNDS The obligations of each Selling Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the corresponding Acquiring Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, and such Acquiring Fund shall have delivered to the applicable Selling Fund a certificate executed in its name by a duly authorized officer of FAIF, in form and substance reasonably satisfactory to the Selling Fund and dated as of the Closing Date, to such effect and as to such other matters as the Selling Fund shall reasonably request. 6.2 With respect to each Selling Fund, FAIF shall have received on the Closing Date an opinion of Dorsey & Whitney LLP, dated as of the Closing Date, in a form reasonably satisfactory to FAIF, covering the following points: (a) The corresponding Acquiring Fund is a separate investment series of FAIF, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has the corporate power to own all of its properties and assets and to carry on its business as presently conducted. (b) FAIF is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by the corresponding Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Selling Fund, is a valid and binding obligation of such corresponding Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and to general equity principles. A-10 (d) Assuming that a consideration therefor not less than the net asset value thereof has been paid and that the conditions set forth in this Agreement have been satisfied, the Acquiring Fund Shares to be issued and delivered to the Selling Fund on behalf of the Selling Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the corresponding Acquiring Fund has any statutory preemptive rights in respect thereof. (e) To the knowledge of such counsel, the Registration Statement has been declared effective by the Commission and no stop order under the 1933 Act pertaining thereto has been issued; and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Maryland is required for consummation by FAIF and the corresponding Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act and the 1940 Act, and as may be required under state securities laws. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of FAIF's Amended and Restated Articles of Incorporation or Bylaws or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the corresponding Acquiring Fund is a party or by which it or any of its properties may be bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree (in each case known to such counsel) to which the Acquiring Fund is a party or by which it is bound. Such opinion shall contain such assumptions and limitations as shall be in the opinion of Dorsey & Whitney LLP appropriate to render the opinions expressed therein. ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS The obligations of each Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Selling Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the corresponding Selling Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, and such Selling Fund shall have delivered to the applicable Acquiring Fund on the Closing Date a certificate executed in its name by a duly authorized officer of FAIF, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each Selling Fund shall have delivered to the corresponding Acquiring Fund a statement of the Selling Fund's assets and liabilities, together with a list of the Selling Fund's portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Valuation Date, certified by the Treasurer of FAIF. 7.3 With respect to each Acquiring Fund, FAIF shall have received on the Closing Date an opinion of Dorsey & Whitney LLP, in a form reasonably satisfactory to FAIF, covering the following points: A-11 (a) The corresponding Selling Fund is a separate investment series of FAIF, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has the corporate power to own all of its properties and assets and to carry on its business as presently conducted. (b) FAIF is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (c) This Agreement has been duly authorized, executed and delivered by the corresponding Selling Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquiring Fund, is a valid and binding obligation of such corresponding Selling Fund enforceable against the Selling Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles. (d) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Maryland is required for consummation by FAIF and the corresponding Selling Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act and the 1940 Act, and as may be required under state securities laws. (e) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of FAIF's Amended and Restated Articles of Incorporation or Bylaws, or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the corresponding Selling Fund is a party or by which it or any of its properties may be bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree (in each case known to such counsel) to which the Selling Fund is a party or by which it is bound. (f) Assuming that a consideration therefor of not less than the net asset value thereof has been paid and assuming that such shares were issued in accordance with the terms of the corresponding Selling Fund's registration statement, or any amendment thereto, in effect at the time of such issuance, all issued and outstanding shares of the Selling Fund are legally issued and fully paid and non-assessable. Such opinion shall contain such other assumptions and limitations as shall be in the opinion of Dorsey & Whitney LLP appropriate to render the opinions expressed therein. ARTICLE VIII FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND AND SELLING FUND If any of the conditions set forth below do not exist on or before the Closing Date with respect to any Selling Fund or the corresponding Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement with respect to the corresponding Acquiring Fund or Selling Fund (as applicable): A-12 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of each Selling Fund in accordance with the provisions of FAIF's Amended and Restated Articles of Incorporation and Bylaws, and certified copies of the resolutions evidencing such approval shall have been delivered to the corresponding Acquiring Fund. Notwithstanding anything herein to the contrary, no Acquiring Fund or its corresponding Selling Fund may waive the conditions set forth in this paragraph 8.1. 8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary "no-action" positions of and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of any Acquiring Fund or the corresponding Selling Fund, provided that either party hereto may for itself waive any of such conditions. 8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness of the Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.5 FAIF shall have obtained such exemptive relief from the provisions of Section 17 of the 1940 Act as may, in the view of counsel, be required in order to consummate the transactions contemplated hereby. 8.6 The parties shall have received on the Closing Date a favorable opinion of Faegre & Benson LLP substantially to the effect that for federal income tax purposes: (a) The transfer of all the assets of each Selling Fund in exchange for the corresponding Acquiring Fund Shares and the assumption by the corresponding Acquiring Fund of the identified liabilities of the Selling Fund followed by the distribution of the Acquiring Fund Shares to the Selling Fund Shareholders in dissolution and liquidation of the Selling Fund will constitute a "reorganization" within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Selling Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code. (b) No gain or loss will be recognized by any Acquiring Fund upon the receipt of the assets of the corresponding Selling Fund solely in exchange for the applicable Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified liabilities of the Selling Fund. A-13 (c) No gain or loss will be recognized by any Selling Fund upon the transfer of the Selling Fund assets to the corresponding Acquiring Fund in exchange for the corresponding Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to Selling Fund Shareholders in exchange for their shares of the Selling Fund. (d) No gain or loss will be recognized by any Selling Fund Shareholders upon the exchange of their Selling Fund shares for the corresponding Acquiring Fund Shares in liquidation of the Selling Fund. Selling Fund Shareholders subject to taxation will recognize income upon receipt of any net investment income or net capital gains of the Selling Fund which are distributed by the Selling Fund prior to the Closing Date. (e) The aggregate tax basis for the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Fund shares held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund Shares to be received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder (provided the Selling Fund shares were held as capital assets on the date of the Reorganization). (f) The tax basis of the assets of each Selling Fund acquired by the corresponding Acquiring Fund will be the same as the tax basis of such assets to the Selling Fund immediately prior to the Reorganization, and the holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. Such opinion shall contain such assumptions and limitations as shall be in the opinion of Faegre & Benson LLP appropriate to render the opinions expressed therein. 8.7 The Amendment shall have been filed in accordance with the applicable provisions of Maryland law. 8.8 The Acquiring Fund's investment adviser shall have paid or agreed to pay the costs incurred by FAIF in connection with the Reorganization, including the fees and expenses associated with the preparation and filing of the application for exemptive relief referred to in paragraph 8.5 above and the Registration Statement, and the expenses of printing and mailing the prospectus/proxy statement, soliciting proxies and holding the shareholders meeting required to approve the transactions contemplated by this Agreement. ARTICLE IX ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 9.1 Each Acquiring Fund and the corresponding Selling Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. A-14 9.2 The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. ARTICLE X TERMINATION 10.1 This Agreement may be terminated by the mutual agreement of each Acquiring Fund and the corresponding Selling Fund. In addition, each Acquiring Fund or Selling Fund may at its option terminate this Agreement at or prior to the Closing Date because: (a) of a breach by the corresponding Selling Fund or Acquiring Fund, as applicable, of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date, if not cured within 30 days; or (b) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met by the corresponding Selling Fund or Acquiring Fund, as applicable. 10.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of any Acquiring Fund, any Selling Fund, or FAIF or its Directors or officers, to the other party. ARTICLE XI AMENDMENTS 11.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquiring Funds and the Selling Funds; provided, however, that following the meeting of shareholders of a Selling Fund pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to such Selling Fund Shareholders under this Agreement to the detriment of such Selling Fund Shareholders without their further approval. ARTICLE XII HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT 12.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 12.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 12.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to the conflicts of laws provisions thereof. 12.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or A-15 transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. A-16 IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above. FIRST AMERICAN INVESTMENT FUNDS, INC. ON BEHALF OF ITS LARGE CAP GROWTH FUND, LARGE CAP VALUE FUND, EQUITY INCOME FUND AND TECHNOLOGY FUND By: ------------------------------------- Name: Title: FIRST AMERICAN INVESTMENT FUNDS, INC. ON BEHALF OF ITS CAPITAL GROWTH FUND, RELATIVE VALUE FUND, GROWTH & INCOME FUND AND SCIENCE & TECHNOLOGY FUND By: ------------------------------------- Name: Title: A-17 Exhibit A 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 has been adopted by the Board of Directors and by the requisite vote of shareholders of the Corporation in the manner required by 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 series, 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 00 shares of the Corporation (also known as "Capital Growth Fund") that the assets belonging to such class, subject to all liabilities of such class be sold to a separate portfolio of the Corporation which is known as "Large Cap Growth Fund" and which is represented by the Corporation's Class S shares, in exchange for shares of Large Cap Growth Fund, which shares will be distributed PRO RATA to the former shareholders of Capital Growth Fund; WHEREAS, Capital Growth Fund and Large Cap Growth 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 Capital Growth Fund to the foregoing transactions, and in particular to bind such holders to the cancellation and retirement of the outstanding Capital Growth 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(G) immediately following Article IV(F) thereof: ARTICLE IV(G). (a) For the purposes of this Article IV(G), the following terms shall have the following meanings: A-18 "Acquired Fund" means the Corporation's Capital Growth Fund, which is represented by the Corporation's Class 00 shares. "Class A Acquired Fund Shares" means the Corporation's Class 00 Common Shares. "Class B Acquired Fund Shares" means the Corporation's Class 00, Series 2 Common Shares. "Class C Acquired Fund Shares" means the Corporation's Class 00, Series 3 Common Shares. "Class S Acquired Fund Shares" means the Corporation's Class 00, Series 5 Common Fund Shares. "Class Y Acquired Fund Shares" means the Corporation's Class 00, Series 4 Common Shares. "Acquiring Fund" means the Corporation's Large Cap Growth Fund, which is represented by the Corporation's Class S shares. "Class A Acquiring Fund Shares" means the Corporation's Class S Common Shares. "Class B Acquiring Fund Shares" means the Corporation's Class S, Series 2 Common Shares. "Class C Acquiring Fund Shares" means the Corporation's Class S, Series 4 Common Shares. "Class S Acquiring Fund Shares" means the Corporation's Class S, Series 5 Common Fund Shares. "Class Y Acquiring Fund Shares" means the Corporation's Class S, Series 3 Common Shares. "Reorganization Agreement" means that Agreement and Plan of Reorganization dated _______________, 2002 between the Acquired Fund and the Acquiring Fund. "Effective Time" means the date and time at which delivery of the assets of the Acquired Fund and the shares of the Acquiring Fund to be issued pursuant to the Reorganization Agreement, and the liquidation of the Acquired Fund, occurs. "Valuation Time" means the close of business on the New York Stock Exchange, normally 4:00 p.m. Eastern Time, on the business day immediately prior to the Effective Time. (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 be sold to and assumed by the Acquiring Fund in return for Acquiring Fund shares, all pursuant to the Reorganization Agreement. 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. A-19 (c) The numbers of Class A, Class B, Class C, Class S and Class Y Acquiring Fund Shares to be received by the Acquired Fund and distributed by it to the holders of Class A, Class B, Class C, Class S 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, Class B Shares, Class C Shares, Class S Shares and Class Y Shares shall be computed as of the Valuation Time using the valuation procedures set forth in the Corporation's Articles of Incorporation and Bylaws and then-current Prospectus 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 assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class A Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class A Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class A Acquiring Fund Shares, each as determined pursuant to (i) above. (iii) The total number of Class B Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class B Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class B Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class B Acquiring Fund Shares, each as determined pursuant to (i) above. (iv) The total number of Class C Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class C Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class C Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class C Acquiring Fund Shares, each as determined pursuant to (i) above. (v) The total number of Class S Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class S Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class S Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class S Acquiring Fund Shares, each as determined pursuant to (i) above. A-20 (vi) The total number of Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class Y Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class Y Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class Y Acquiring Fund Shares, each as determined pursuant to (i) above. (vii) At the Effective Time, the Acquired Fund shall 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 bears to the total number of issued and outstanding Acquired Fund shares of the respective classes) the full and fractional Acquiring Fund shares of the respective classes received by the Acquired Fund pursuant to (ii) through (vi) 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; each Class B Acquired Fund shareholder shall receive, at the Effective Time, Class B Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class B Acquired Fund Shares owned by such Acquired Fund shareholder; each Class C Acquired Fund shareholder shall receive, at the Effective Time, Class C Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class C Acquired Fund Shares owned by such Acquired Fund shareholder; each Class S Acquired Fund shareholder shall receive, at the Effective Time, Class S Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class S Acquired Fund Shares owned by such Acquired Fund shareholder; 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. (d) The distribution of Acquiring Fund shares to Acquired Fund shareholders provided for in paragraph (c) above shall be accomplished by an instruction, signed by the Corporation's Secretary, to transfer the Acquiring Fund shares then credited to the Acquired Fund's account on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders in amounts representing the respective PRO RATA number 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. (e) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (d) above shall have the status of authorized and unissued Class 00 Common Shares of the Corporation, without designation as to series. A-21 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 series, 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 PP shares of the Corporation (also known as "Relative Value Fund") that the assets belonging to such class, subject to all liabilities of such class, be sold to a separate portfolio of the Corporation which is known as "Large Cap Value Fund" and which is represented by the Corporation's Class D shares, in exchange for shares of Large Cap Value Fund, which shares will be distributed PRO RATA to the former shareholders of Relative Value Fund; WHEREAS, Relative Value Fund and Large Cap Value 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 Relative Value Fund to the foregoing transactions, and in particular to bind such holders to the cancellation and retirement of the outstanding Relative Value 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(H) immediately following Article IV(G) thereof: ARTICLE IV(H). (a) For the purposes of this Article IV(H), the following terms shall have the following meanings: "Acquired Fund" means the Corporation's Relative Value Fund, which is represented by the Corporation's Class PP shares. "Class A Acquired Fund Shares" means the Corporation's Class PP Common Shares. "Class B Acquired Fund Shares" means the Corporation's Class PP, Series 2 Common Shares. "Class C Acquired Fund Shares" means the Corporation's Class PP, Series 3 Common Shares. "Class S Acquired Fund Shares" means the Corporation's Class PP, Series 5 Common Fund Shares. "Class Y Acquired Fund Shares" means the Corporation's Class PP, Series 4 Common Shares. A-22 "Acquiring Fund" means the Corporation's Large Cap Value Fund, which is represented by the Corporation's Class D shares. "Class A Acquiring Fund Shares" means the Corporation's Class D Common Shares. "Class B Acquiring Fund Shares" means the Corporation's Class D, Series 3 Common Shares. "Class C Acquiring Fund Shares" means the Corporation's Class D, Series 4 Common Shares. "Class D Acquiring Fund Shares" means the Corporation's Class D, Series 5 Common Fund Shares. "Class Y Acquiring Fund Shares" means the Corporation's Class D, Series 2 Common Shares. "Reorganization Agreement" means that Agreement and Plan of Reorganization dated _______________, 2002 between the Acquired Fund and the Acquiring Fund. "Effective Time" means the date and time at which delivery of the assets of the Acquired Fund and the shares of the Acquiring Fund to be issued pursuant to the Reorganization Agreement, and the liquidation of the Acquired Fund, occurs. "Valuation Time" means the close of business on the New York Stock Exchange, normally 4:00 p.m. Eastern Time, on the business day immediately prior to the Effective Time. (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 be sold to and assumed by the Acquiring Fund in return for Acquiring Fund shares, all pursuant to the Reorganization Agreement. 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) The numbers of Class A, Class B, Class C, Class S and Class Y Acquiring Fund Shares to be received by the Acquired Fund and distributed by it to the holders of Class A, Class B, Class C, Class S 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, Class B Shares, Class C Shares, Class S Shares and Class Y Shares shall be computed as of the Valuation Time using the valuation procedures set forth in the Corporation's Articles of Incorporation and Bylaws and then-current Prospectus and Statement of Additional Information and as may be required by the Investment Company Act of 1940, as amended (the "1940 Act"). A-23 (ii) The total number of Class A Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class A Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class A Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class A Acquiring Fund Shares, each as determined pursuant to (i) above. (iii) The total number of Class B Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class B Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class B Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class B Acquiring Fund Shares, each as determined pursuant to (i) above. (iv) The total number of Class C Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class C Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class C Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class C Acquiring Fund Shares, each as determined pursuant to (i) above. (v) The total number of Class S Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class S Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class S Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class S Acquiring Fund Shares, each as determined pursuant to (i) above. (vi) The total number of Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class Y Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class Y Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class Y Acquiring Fund Shares, each as determined pursuant to (i) above. (vii) At the Effective Time, the Acquired Fund shall 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 A-24 Fund shareholder bears to the total number of issued and outstanding Acquired Fund shares of the respective classes) the full and fractional Acquiring Fund shares of the respective classes received by the Acquired Fund pursuant to (ii) through (vi) 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; each Class B Acquired Fund shareholder shall receive, at the Effective Time, Class B Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class B Acquired Fund Shares owned by such Acquired Fund shareholder; each Class C Acquired Fund shareholder shall receive, at the Effective Time, Class C Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class C Acquired Fund Shares owned by such Acquired Fund shareholder; each Class S Acquired Fund shareholder shall receive, at the Effective Time, Class S Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class S Acquired Fund Shares owned by such Acquired Fund shareholder; 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. (d) The distribution of Acquiring Fund shares to Acquired Fund shareholders provided for in paragraph (c) above shall be accomplished by an instruction, signed by the Corporation's Secretary, to transfer the Acquiring Fund shares then credited to the Acquired Fund's account on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders in amounts representing the respective PRO RATA number 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. (e) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (d) above shall have the status of authorized and unissued Class PP Common Shares of the Corporation, without designation as to series. 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 series, 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 RR shares of the Corporation (also known as "Growth & Income Fund") that the assets belonging to such class, subject to all liabilities of such class, be sold to a separate portfolio of the Corporation which is known as "Equity Income Fund" and which is represented by the Corporation's Class T shares, in exchange for shares of Equity Income Fund, which shares will be distributed PRO RATA to the former shareholders of Growth & Income Fund; WHEREAS, Growth & Income Fund and Equity Income Fund have entered into an Agreement and Plan of Reorganization providing for the foregoing transactions; and A-25 WHEREAS, the Agreement and Plan of Reorganization requires that, in order to bind all holders of shares of Growth & Income Fund to the foregoing transactions, and in particular to bind such holders to the cancellation and retirement of the outstanding Growth & Income 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(I) immediately following Article IV(H) thereof: ARTICLE IV(I). (a) For the purposes of this Article IV(I), the following terms shall have the following meanings: "Acquired Fund" means the Corporation's Growth & Income Fund, which is represented by the Corporation's Class RR shares. "Class A Acquired Fund Shares" means the Corporation's Class RR Common Shares. "Class B Acquired Fund Shares" means the Corporation's Class RR, Series 2 Common Shares. "Class C Acquired Fund Shares" means the Corporation's Class RR, Series 3 Common Shares. "Class S Acquired Fund Shares" means the Corporation's Class RR, Series 5 Common Fund Shares. "Class Y Acquired Fund Shares" means the Corporation's Class RR, Series 4 Common Shares. "Acquiring Fund" means the Corporation's Equity Income Fund, which is represented by the Corporation's Class T shares. "Class A Acquiring Fund Shares" means the Corporation's Class T Common Shares. "Class B Acquiring Fund Shares" means the Corporation's Class T, Series 2 Common Shares. "Class C Acquiring Fund Shares" means the Corporation's Class T, Series 4 Common Shares. "Class T Acquiring Fund Shares" means the Corporation's Class T, Series 5 Common Fund Shares. A-26 "Class Y Acquiring Fund Shares" means the Corporation's Class T, Series 3 Common Shares. "Reorganization Agreement" means that Agreement and Plan of Reorganization dated _______________, 2002 between the Acquired Fund and the Acquiring Fund. "Effective Time" means the date and time at which delivery of the assets of the Acquired Fund and the shares of the Acquiring Fund to be issued pursuant to the Reorganization Agreement, and the liquidation of the Acquired Fund, occurs. "Valuation Time" means the close of business on the New York Stock Exchange, normally 4:00 p.m. Eastern Time, on the business day immediately prior to the Effective Time. (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 be sold to and assumed by the Acquiring Fund in return for Acquiring Fund shares, all pursuant to the Reorganization Agreement. 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) The numbers of Class A, Class B, Class C, Class S and Class Y Acquiring Fund Shares to be received by the Acquired Fund and distributed by it to the holders of Class A, Class B, Class C, Class S 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, Class B Shares, Class C Shares, Class S Shares and Class Y Shares shall be computed as of the Valuation Time using the valuation procedures set forth in the Corporation's Articles of Incorporation and Bylaws and then-current Prospectus 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 assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class A Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class A Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class A Acquiring Fund Shares, each as determined pursuant to (i) above. (iii) The total number of Class B Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class B Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class B Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class B Acquiring Fund Shares, each as determined pursuant to (i) above. A-27 (iv) The total number of Class C Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class C Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class C Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class C Acquiring Fund Shares, each as determined pursuant to (i) above. (v) The total number of Class S Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class S Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class S Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class S Acquiring Fund Shares, each as determined pursuant to (i) above. (vi) The total number of Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class Y Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class Y Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class Y Acquiring Fund Shares, each as determined pursuant to (i) above. (vii) At the Effective Time, the Acquired Fund shall 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 bears to the total number of issued and outstanding Acquired Fund shares of the respective classes) the full and fractional Acquiring Fund shares of the respective classes received by the Acquired Fund pursuant to (ii) through (vi) 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; each Class B Acquired Fund shareholder shall receive, at the Effective Time, Class B Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class B Acquired Fund Shares owned by such Acquired Fund shareholder; each Class C Acquired Fund shareholder shall receive, at the Effective Time, Class C Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class C Acquired Fund Shares owned by such Acquired Fund shareholder; each Class S Acquired Fund shareholder shall receive, at the Effective Time, Class S Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class S Acquired Fund Shares owned by such Acquired Fund shareholder; 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. A-28 (d) The distribution of Acquiring Fund shares to Acquired Fund shareholders provided for in paragraph (c) above shall be accomplished by an instruction, signed by the Corporation's Secretary, to transfer the Acquiring Fund shares then credited to the Acquired Fund's account on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders in amounts representing the respective PRO RATA number 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. (e) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (d) above shall have the status of authorized and unissued Class RR Common Shares of the Corporation, without designation as to series. 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 series, 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 VV shares of the Corporation (also known as "Science & Technology Fund") that the assets belonging to such class, subject to all liabilities of such class, be sold to a separate portfolio of the Corporation which is known as "Technology Fund" and which is represented by the Corporation's Class P shares, in exchange for shares of Technology Fund, which shares will be distributed PRO RATA to the former shareholders of Science & Technology Fund; WHEREAS, Science & Technology Fund and Technology 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 Science & Technology Fund to the foregoing transactions, and in particular to bind such holders to the cancellation and retirement of the outstanding Science & Technology 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(J) immediately following Article IV(I) thereof: ARTICLE IV(J). (a) For the purposes of this Article IV(J), the following terms shall have the following meanings: A-29 "Acquired Fund" means the Corporation's Science & Technology Fund, which is represented by the Corporation's Class VV shares. "Class A Acquired Fund Shares" means the Corporation's Class VV Common Shares. "Class B Acquired Fund Shares" means the Corporation's Class VV, Series 2 Common Shares. "Class C Acquired Fund Shares" means the Corporation's Class VV, Series 3 Common Shares. "Class S Acquired Fund Shares" means the Corporation's Class VV, Series 5 Common Fund Shares. "Class Y Acquired Fund Shares" means the Corporation's Class VV, Series 4 Common Shares. "Acquiring Fund" means the Corporation's Technology Fund, which is represented by the Corporation's Class P shares. "Class A Acquiring Fund Shares" means the Corporation's Class P Common Shares. "Class B Acquiring Fund Shares" means the Corporation's Class P, Series 3 Common Shares. "Class C Acquiring Fund Shares" means the Corporation's Class P, Series 4 Common Shares. "Class S Acquiring Fund Shares" means the Corporation's Class P, Series 5 Common Fund Shares. "Class Y Acquiring Fund Shares" means the Corporation's Class P, Series 2 Common Shares. "Reorganization Agreement" means that Agreement and Plan of Reorganization dated _______________, 2002 between the Acquired Fund and the Acquiring Fund. "Effective Time" means the date and time at which delivery of the assets of the Acquired Fund and the shares of the Acquiring Fund to be issued pursuant to the Reorganization Agreement, and the liquidation of the Acquired Fund, occurs. "Valuation Time" means the close of business on the New York Stock Exchange, normally 4:00 p.m. Eastern Time, on the business day immediately prior to the Effective Time. A-30 (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 be sold to and assumed by the Acquiring Fund in return for Acquiring Fund shares, all pursuant to the Reorganization Agreement. 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) The numbers of Class A, Class B, Class C, Class S and Class Y Acquiring Fund Shares to be received by the Acquired Fund and distributed by it to the holders of Class A, Class B, Class C, Class S 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, Class B Shares, Class C Shares, Class S Shares and Class Y Shares shall be computed as of the Valuation Time using the valuation procedures set forth in the Corporation's Articles of Incorporation and Bylaws and then-current Prospectus 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 assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class A Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class A Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class A Acquiring Fund Shares, each as determined pursuant to (i) above. (iii) The total number of Class B Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class B Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class B Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class B Acquiring Fund Shares, each as determined pursuant to (i) above. (iv) The total number of Class C Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class C Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class C Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class C Acquiring Fund Shares, each as determined pursuant to (i) above. A-31 (v) The total number of Class S Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class S Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class S Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class S Acquiring Fund Shares, each as determined pursuant to (i) above. (vi) The total number of Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for assets and liabilities of the Acquired Fund shall be determined as of the Effective Time by multiplying the number of Class Y Acquired Fund Shares outstanding times a fraction, the numerator of which is the net asset value per share of Class Y Acquired Fund Shares, and the denominator of which is the net asset value per share of the Class Y Acquiring Fund Shares, each as determined pursuant to (i) above. (vii) At the Effective Time, the Acquired Fund shall 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 bears to the total number of issued and outstanding Acquired Fund shares of the respective classes) the full and fractional Acquiring Fund shares of the respective classes received by the Acquired Fund pursuant to (ii) through (vi) 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; each Class B Acquired Fund shareholder shall receive, at the Effective Time, Class B Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class B Acquired Fund Shares owned by such Acquired Fund shareholder; each Class C Acquired Fund shareholder shall receive, at the Effective Time, Class C Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class C Acquired Fund Shares owned by such Acquired Fund shareholder; each Class S Acquired Fund shareholder shall receive, at the Effective Time, Class S Acquiring Fund Shares with an aggregate net asset value equal to the aggregate net asset value of the Class S Acquired Fund Shares owned by such Acquired Fund shareholder; 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. (d) The distribution of Acquiring Fund shares to Acquired Fund shareholders provided for in paragraph (c) above shall be accomplished by an instruction, signed by the Corporation's Secretary, to transfer the Acquiring Fund shares then credited to the Acquired Fund's account on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders in amounts representing the respective PRO RATA number 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. A-32 (e) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (d) above shall have the status of authorized and unissued Class VV 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 ____________ __, 2002. FIRST AMERICAN INVESTMENT FUNDS, INC. By --------------------------------- Its -------------------------------- WITNESS: - ------------------------------------------------ Secretary, First American Investment Funds, Inc. A-33 EXHIBIT B MANAGEMENT DISCUSSION OF FUND PERFORMANCE (EXCERPTED FROM THE FAIF ANNUAL REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2001) CAPITAL GROWTH INVESTMENT OBJECTIVE: MAXIMIZE LONG-TERM AFTER-TAX RETURNS The First American Capital Growth Fund lost 43.17% for the 12-month period ended September 30, 2001(Class A shares declined 43.28% on net asset value). During the 12 months, the fund's benchmark, the Russell 1000 Growth Index, declined 45.64%. Throughout the year, the U.S. economy was faced with a significant slowdown. This severely hampered business prospects for many companies, and led to profit declines. This also took a toll on stock prices. Hardest hit were growth companies, which had enjoyed the fruits of a solid run-up in values through the late 1990s and early 2000. With profit growth drying up, investors had less enthusiasm for the growth side of the market. Technology stocks paid the biggest price. Business demand for tech-related products and services dried up dramatically beginning in 2000 and continuing in 2001. Stocks in that sector, which represented an important position in the fund, declined dramatically as a result. The fund also lost ground due to a strong commitment to health care stocks, which proved to be disappointing for most of the year. Only in the last two months did the health care area show signs of revival. The fund did benefit from effective stock selection in many of the sectors in which it invests. Holdings in the consumer staple, financial, and technology area tended to perform better than the average stock within their respective sectors during the period. Few significant changes were made to the portfolio during the year. As a practice, the fund is generally positioned somewhat comparable to the overall market for growth stocks in terms of sector allocations. Value is added primarily through careful stock selection within each of those sectors. As the new fiscal year begins, it is clear that the U.S. economy is fighting a slump that has made for a difficult business environment. In the short term, this will continue to create a challenge for many companies trying to meet profit expectations. As signs of an improved economy become more apparent, which could happen by early 2002, stocks are likely to generate better performance. In anticipation of that, the fund may be positioned in a more aggressive manner in order to take advantage of opportunities that are likely to return to the growth sector of the market. - -------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - -------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(6) ------------------------------------------------------------ 1 YEAR 5 YEARS 12/12/1994 8/18/1997 3/31/2000 12/11/2000 9/24/2001 - -------------------------------------------------------------------------------------------------------------- Class A NAV -43.28% -- -- -- -31.88% -- -- - -------------------------------------------------------------------------------------------------------------- Class A POP -46.39% -- -- -- -34.40% -- -- - -------------------------------------------------------------------------------------------------------------- Class B NAV -43.66% 4.95% 10.12% -- -- -- -- - -------------------------------------------------------------------------------------------------------------- Class B POP -46.40% 4.62% 10.12% -- -- -- -- - -------------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 2.58% - -------------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 0.60% - -------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -38.82% -- - -------------------------------------------------------------------------------------------------------------- Class Y -43.17% -- -- 0.29% -- -- -- - -------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index(3) -45.64% 6.50% 12.25% 1.31% -36.88% -30.89% -- - -------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 14.80% 5.02% -20.56% -20.39% -- - -------------------------------------------------------------------------------------------------------------- S&P/BARRA 500 Growth Index(5) -35.70% 9.94% 14.96% 4.42% -30.55% -22.79% -- - -------------------------------------------------------------------------------------------------------------- B-1 CAPITAL GROWTH VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN CAPITAL CAPITAL CAPITAL RUSSELL S&P 500 S&P/BARRA GROWTH FUND, GROWTH FUND, GROWTH FUND, 1000 VALUE COMPOSITE 500 GROWTH CLASS B NAV CLASS B POP CLASS Y INDEX(3) INDEX(4) INDEX(5) --------------------------------------------------------------------------------------- CLASS B 12/1994 10,000 10,000 10,000 10,000 10,000 11/1995 12,944 12,944 13,640 13,498 13,658 11/1996 16,483 16,483 17,228 17,258 17,528 11/1997 20,223 20,223 21,796 22,180 23,094 11/1998 24,422 24,422 28,042 27,424 30,885 11/1999 30,590 30,590 36,873 33,152 39,685 10/2000 33,189 33,189 38,250 34,470 38,845 9/2001 19,260 19,260 21,826 25,402 25,643 CLASS Y 9/1997 10,000 10,000 10,000 10,000 11/1997 10,459 10,533 10,667 10,747 11/1998 12,646 13,552 13,190 14,372 11/1999 15,884 17,820 15,944 18,468 10/2000 17,286 18,485 16,579 18,076 9/2001 10,119 10,548 12,217 11,933 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Capital Growth Fund became the successor by merger to the Firstar Large Cap Growth Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Large Cap Growth Fund. The Firstar Large Cap Growth Fund was organized on December 11, 2000, and, prior to that, was a separate series of Firstar Stellar Funds, Inc. On September 24, 2001, the fund changed its investment objective to manage its portfolio of securities on a tax-efficient basis. Performance prior to this date does not reflect this management strategy. (2) Performance for Class A, Class C, and Class S shares is not presented. Performance for Class A and Class S is higher due to lower expenses. Performance for Class C is substantially similar to Class B due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Growth Index as benchmarks. Going forward, the fund will use the Russell 1000 Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index of large-capitalization stocks. (5) An unmanaged market-capitalization-weighted index comprised of the stocks in the Standard & Poor's 500 Composite Index with the highest valuations and, in the advisor's view, the greatest growth opportunities. (6) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. B-2 LARGE CAP GROWTH INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL Growth stocks, the dominant performer of the markets in the late 1990s, bore the brunt of a severe bear market that began in early 2000. The First American Large Cap Growth Fund declined 51.31% for the fiscal year ended September 30, 2001 (Class A shares declined 51.45% on net asset value). During the 12-month period, the fund's benchmark, the S&P 500 Composite Index, declined 26.62%. While the domestic economy faced a significant slowdown dating back to the closing months of 2000, the situation was even more severe for many major U.S. corporations. They found themselves in what can be described as a "profits recession." Corporate earnings declined dramatically, and stock prices paid a significant price as a result. Large-cap growth stocks, which had been major beneficiaries of an unprecedented bull market in the previous decade, were particularly hard hit. Investors were clearly surprised by the depth of the profit decline, and a major selloff resulted. The fund began the fiscal year with a heavy emphasis on technology stocks. That proved to be damaging to the portfolio in the early months, as technology stalwarts such as Cisco Systems and Texas Instruments saw their stock prices plunge. The fund's position in technology was reduced, and stocks the fund continues to hold in that area tend to be companies that may be less aggressive, but offer stable profit growth. The fund put an increased weighting in growth stocks from the health care and consumer areas. Health care stocks proved to be the best-performing sector in the marketplace. Another damaging aspect of the past year's market was a sudden change in the fortunes of energy stocks. Early in the period, energy stocks looked particularly attractive, as high demand and reduced supplies resulted in a boost in oil and natural gas prices. However, as the economy lost steam, demand fell as well as the values of many energy stocks. The main issue affecting the fortunes of growth stocks going forward is when the economy will begin to recover. The events on September 11 have clearly dealt a setback to hopes for a rapid rebound. Until it becomes evident that corporate profits can stabilize and improve, the fund will maintain a somewhat defensive posture in its stock selection. Once it becomes evident that the economy is on the rise, the market for large-cap growth stocks, a core holding for many investors, is likely to improve. - --------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - --------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) -------------------------------------------------------------- 1 YEAR 5 YEARS 12/18/1992 8/2/1994 8/15/1994 2/1/1999 9/24/2001 - --------------------------------------------------------------------------------------------------------------- Class A NAV -51.45% 2.09% 5.39% -- -- -- -- - --------------------------------------------------------------------------------------------------------------- Class A POP -54.11% 0.95% 4.72% -- -- -- -- - --------------------------------------------------------------------------------------------------------------- Class B NAV -51.79% 1.34% -- -- 7.42% -- -- - --------------------------------------------------------------------------------------------------------------- Class B POP -53.93% 1.09% -- -- 7.42% -- -- - --------------------------------------------------------------------------------------------------------------- Class C NAV -51.78% -- -- -- -- -15.51% -- - --------------------------------------------------------------------------------------------------------------- Class C POP -52.70% -- -- -- -- -15.84% -- - --------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 2.87% - --------------------------------------------------------------------------------------------------------------- Class Y -51.31% 2.36% -- 8.38% -- -- -- - --------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index(3) -45.64% 6.50% 10.01% 11.54% 11.54% -12.54% -- - --------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 12.63% 13.65% 13.65% -5.33% -- - --------------------------------------------------------------------------------------------------------------- B-3 LARGE CAP GROWTH VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LARGE CAP LARGE CAP LARGE CAP RUSSELL S&P 500 GROWTH FUND, GROWTH FUND, GROWTH FUND, 1000 GROWTH COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) -------------------------------------------------------------------------- CLASS A 12/1992 10,000 9,452 10,000 10,000 9/1993 8,947 8,457 9,907 10,759 9/1994 9,286 8,777 10,485 11,155 9/1995 12,183 11,515 13,861 14,474 9/1996 14,300 13,516 16,827 17,416 9/1997 18,976 17,935 22,934 24,461 9/1998 19,092 18,045 25,481 26,672 9/1999 25,964 24,541 34,362 34,083 9/2000 32,663 30,873 42,413 38,611 9/2001 15,859 14,989 23,056 28,332 CLASS Y 8/1994 10,000 10,000 10,000 9/1994 10,236 9,863 9,756 9/1995 13,467 13,038 12,657 9/1996 15,835 15,828 15,231 9/1997 21,021 21,574 21,391 9/1998 21,246 23,969 23,325 9/1999 28,970 32,324 29,806 9/2000 36,541 39,897 33,765 9/2001 17,792 21,688 24,777 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On May 18, 1994, the Large Cap Growth Fund became the successor by merger to the Boulevard Blue Chip Growth Fund. Prior to the merger, the First American fund had no assets or liabilities. Performance prior to May 18, 1994, is that of the Boulevard Blue Chip Growth Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Growth Index as benchmarks. Going forward, the fund will use the Russell 1000 Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index of large-capitalization stocks. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. B-4 RELATIVE VALUE INVESTMENT OBJECTIVE: MAXIMIZE AFTER-TAX TOTAL RETURN FROM CAPITAL APPRECIATION PLUS INCOME The First American Relative Value Fund declined by 11.97% for the 12-month period ended September 30, 2001 (Class A shares declined 12.18% on net asset value). During the 12-month period, the fund's benchmark, the Russell 1000 Value Index, declined 8.91%. There were several major trends in the economy and markets that had a significant impact on the fund's performance over the past 12 months. For starters, the U.S. economy went into a definite slowdown mode in late 2000, and continued on that track throughout the first nine months of 2001. The tragedies on September 11 may have been the catalyst to throw the U.S. economy into a full-blown recession. Throughout this period, the stock market continued a cycle that had begun in 2000 as investor interest shifted from a bias toward growth to one that favored value stocks. While previously red-hot sectors like technology and telecommunications stocks fell dramatically, sectors featuring a number of value-oriented names, including financial services, energy, and consumer companies that are not dependent on a strong economy to succeed, came to the forefront. This portfolio is structured with a limited number of stocks (close to 50 at the end of the fiscal year). These stocks are chosen through a careful process that seeks to identify issues offering long-term fundamental value. Trading is limited, as the fund seeks to capture the full value of a stock's upside potential. The fund is diversified across most market sectors, though it currently has its heaviest weighting in financial, energy, and technology stocks. Over the past fiscal year, a number of stocks in these industries performed well for the fund. Given the dramatic decline in the markets in the wake of September 11, there appears to be solid opportunities to buy stocks at attractive prices as the new fiscal year gets underway. The foundation may have been laid for a positive year ahead. This fund strives to deliver consistent performance over time, and could play an important role in a well-diversified portfolio. - ----------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ----------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(6) ----------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 3/31/1998 8/18/1997 12/11/2000 9/24/2001 - ----------------------------------------------------------------------------------------------------------- Class A NAV -12.18% 9.55% 12.06% -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Class A POP -17.00% 8.32% 11.42% -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Class B NAV -12.75% -- -- -1.36% -- -- -- - ----------------------------------------------------------------------------------------------------------- Class B POP -17.07% -- -- -2.18% -- -- -- - ----------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 3.57% - ----------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 1.52% - ----------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -13.53% -- - ----------------------------------------------------------------------------------------------------------- Class Y -11.97% -- -- -- 3.73% -- -- - ----------------------------------------------------------------------------------------------------------- Russell 1000 Value Index(3) -8.91% 11.67% 13.85% 1.29% 6.51% -7.67% -- - ----------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 12.70% -0.34% 5.02% -20.39% -- - ----------------------------------------------------------------------------------------------------------- S&P/BARRA 500 Value Index(5) -16.89% 9.80% 12.68% 0.15% 4.85% -18.22% -- - ----------------------------------------------------------------------------------------------------------- B-5 RELATIVE VALUE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN RELATIVE RELATIVE RELATIVE RUSSELL S&P 500 S&P/BARRA VALUE FUND, VALUE FUND, VALUE FUND, 1000 VALUE COMPOSITE 500 VALUE CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) INDEX(5) -------------------------------------------------------------------------------------- CLASS A 11/1991 10,000 9,452 10,000 10,000 10,000 11/1992 11,531 10,896 12,048 11,847 11,764 11/1993 13,196 12,469 14,299 13,044 13,968 11/1994 13,066 12,346 14,118 13,181 13,944 11/1995 17,651 16,678 19,273 18,055 18,815 11/1996 22,744 21,490 24,343 23,085 23,983 11/1997 29,045 27,445 31,566 29,668 29,997 11/1998 33,886 32,018 36,329 36,683 33,971 11/1999 37,913 35,823 40,132 44,344 38,203 10/2000 37,884 35,796 42,679 46,108 42,149 9/2001 32,140 30,368 37,943 33,977 34,387 CLASS Y 8/1997 10,000 10,000 10,000 10,000 11/1997 10,393 10,764 10,667 10,586 11/1998 12,154 12,388 13,190 11,988 11/1999 13,637 13,685 15,944 13,481 10/2000 13,671 14,553 16,579 14,874 9/2001 11,627 12,938 12,217 12,135 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Relative Value Fund became the successor by merger to the Firstar Relative Value Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Relative Value Fund. The Firstar Relative Value Fund was organized on December 11, 2000, and, prior to that, was a separate series of Firstar Stellar Funds, Inc. On September 24, 2001, the fund changed its investment objective to manage its portfolio of securities on a tax-efficient basis. Performance prior to this date does not reflect this management strategy. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Value Index as benchmarks. Going forward, the fund will use the Russell 1000 Value Index as a comparison because its composition better matches the fund's investment objectives and strategies. (4) An unmanaged index of large-capitalization stocks. (5) An unmanaged capitalization-weighted index consisting of approximately 50% of the market capitalization of the Standard & Poor's Composite Index with low price-to-book ratios. (6) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. B-6 LARGE CAP VALUE INVESTMENT OBJECTIVE: PRIMARY--CAPITAL APPRECIATION; SECONDARY--CURRENT INCOME In one of the most difficult 12-month periods in recent memory for stocks of large American companies, the First American Large Cap Value Fund declined 13.53% for the fiscal year ended September 30, 2001 (Class A shares declined 13.72% on net asset value). During the same 12-month period, the fund's benchmark, the Russell 1000 Value Index, declined 8.91%. The past 12 months saw investors turn more attention to value-oriented stocks. This segment of the market struggled through much of the 1990s, at a time when most investors preferred stocks of growth companies, especially in the high-flying technology sector. Since the early months of 2000, investor sentiment has shifted, favoring value issues. While technology stocks were losing ground, investors were putting more money to work in financial services, energy, and utilities stocks. Those sectors performed particularly well in the closing months of 2000. After a brief spurt by growth stocks in the opening weeks of 2001, value once again regained leadership, and that trend generally held firm through much of the rest of the fiscal year. A significant event that occurred regularly throughout the year was the decision by the Federal Reserve (the Fed) to reduce short-term interest rates. Typically, in periods where the Fed is cutting rates, value stocks tend to perform well relative to the rest of the equity market. The Fed's actions were an effort to keep the U.S. economy from slowing too much. Despite the Fed's best efforts, the tragic events on September 11 may have pushed the nation into a recession. The declining interest-rate environment helped improve prospects for financial services companies, and the fund was able to capitalize on positive performance. Basic materials and industrial stocks also performed relatively well, as did a number of the fund's health care holdings. By contrast, technology stocks struggled, though the fund's focus on more conservative companies in this sector tended to perform better than the broad market of technology stocks. Utilities stocks started the year on a positive track, but struggled through most of 2001, detracting from the fund's returns. While the terrorist attacks on America have added a great deal of uncertainty to the equation, there are positive signs for equities entering the new fiscal year. What's more, it is possible that value stocks will continue to enjoy a position of strength within the stock market. Thanks to significant stimulus from the Fed and from added U.S. government spending and tax cuts, it seems likely that the economy will turn a corner and begin to enjoy modest growth in the coming months, which should improve the profit outlook for a number of companies. Today's market appears to offer fairly attractive value, and that is likely to benefit investors in the future. - ---------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ---------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 2/4/1994 8/15/1994 2/1/1999 9/24/2001 - ---------------------------------------------------------------------------------------------------------- Class A NAV -13.72% 6.10% 10.94% -- -- -- -- - ---------------------------------------------------------------------------------------------------------- Class A POP -18.48% 4.91% 10.32% -- -- -- -- - ---------------------------------------------------------------------------------------------------------- Class B NAV -14.42% 5.31% -- -- 9.99% -- -- - ---------------------------------------------------------------------------------------------------------- Class B POP -18.29% 5.08% -- -- 9.99% -- -- - ---------------------------------------------------------------------------------------------------------- Class C NAV -14.36% -- -- -- -- -5.02% -- - ---------------------------------------------------------------------------------------------------------- Class C POP -15.99% -- -- -- -- -5.38% -- - ---------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 4.24% - ---------------------------------------------------------------------------------------------------------- Class Y -13.53% 6.38% -- 10.60% -- -- -- - ---------------------------------------------------------------------------------------------------------- Russell 1000 Value Index(3) -8.91% 11.67% 13.85% 13.42% 13.99% 0.63% -- - ---------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 12.70% 13.24% 13.73% -5.34% -- - ---------------------------------------------------------------------------------------------------------- B-7 LARGE CAP VALUE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LARGE CAP LARGE CAP LARGE CAP RUSSELL S&P 500 VALUE FUND, VALUE FUND, VALUE FUND, 1000 VALUE COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) ---------------------------------------------------------------------------- CLASS A 9/1991 10,000 9,452 10,000 10,000 9/1992 10,788 10,197 11,240 11,105 9/1993 12,495 11,810 14,090 12,549 9/1994 13,540 12,798 13,994 13,012 9/1995 16,960 16,031 17,868 16,882 9/1996 21,013 19,861 21,075 20,314 9/1997 29,171 27,571 29,992 28,531 9/1998 26,612 25,153 31,069 31,110 9/1999 32,447 30,669 36,885 39,754 9/2000 32,746 30,951 40,173 45,035 9/2001 28,252 26,703 36,592 33,047 CLASS Y 2/1994 10,000 10,000 10,000 9/1994 10,170 9,935 10,074 9/1995 12,763 12,686 13,070 9/1996 15,867 14,963 15,728 9/1997 22,076 21,294 22,089 9/1998 20,206 22,059 24,086 9/1999 24,707 26,188 30,779 9/2000 24,995 28,523 34,867 9/2001 21,614 25,980 25,585 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Value Index as a comparison because its composition better matches the fund's investment objectives and strategies. (4) An unmanaged index of large-capitalization stocks. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. B-8 GROWTH & INCOME INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL AND INCOME The First American Growth & Income Fund lost 25.30% for the 12-month period ended September 30, 2001 (Class A shares declined 25.48% on net asset value). During the 12 months, the fund outpaced its benchmark, the S&P 500 Composite Index, which declined 26.62%. The biggest issue confronting the equity markets during the period was continued slowing in U.S. economic growth, which may have actually reached recession levels by the end of the fiscal year, particularly following the terrorist attacks on September 11. In this environment, few companies were able to muster reasonable profit growth, which sent stock prices tumbling. Even a series of short-term interest rate cuts by the Federal Reserve, which began in January and continued right through to the end of the fiscal year, was not enough to stem the tide of a slowing U.S. economy and weak profit picture. Among the sectors of the market that were hardest hit in the equity portfolio were stocks of health care companies. For most of the year, they proved to be a disappointment, generating poor returns. Only near the end of the year did they begin to find their way back into favor. Health care stocks represented the fund's largest equity position. The hardest-hit sector overall was technology, and that had a negative impact on the fund as well. The fund placed a bigger emphasis on technology stocks early in 2001, given that they already had suffered significant losses, but the relentless economy continued to hurt this area of business more than any other. Better performance was generated by the fund's holdings in stocks of consumer product companies that typically don't see their fortunes change with swings in the economy, such as food and beverage firms and household products companies. Selected consumer cyclical stocks also performed well. As the new fiscal year begins, it is clear that the U.S. economy is fighting a slump that has made for a difficult business environment. In the short term, that will mean many companies will have to work hard to achieve their profit expectations. However, it is expected that the economic cycle will eventually turn positive, probably in the early part of 2002. Once that becomes apparent, it's likely that stocks will enjoy a rebound. At some point, the fund will likely be positioned in a more aggressive manner in an effort to take advantage of an improving environment. - -------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - -------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) --------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 1/9/1995 3/1/1999 11/27/2000 9/24/2001 - -------------------------------------------------------------------------------------------------------- Class A NAV -25.48% 7.85% -- 13.06% -- -- -- - -------------------------------------------------------------------------------------------------------- Class A POP -29.58% 6.64% -- 12.11% -- -- -- - -------------------------------------------------------------------------------------------------------- Class B NAV -26.00% -- -- -- -6.36% -- -- - -------------------------------------------------------------------------------------------------------- Class B POP -29.31% -- -- -- -7.26% -- -- - -------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 3.94% - -------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 1.92% - -------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -23.50% -- - -------------------------------------------------------------------------------------------------------- Class Y -25.30% 8.11% 10.75% -- -- -- -- - -------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(3) -26.62% 10.22% 12.70% 14.56% -6.97% -19.99% -- - -------------------------------------------------------------------------------------------------------- B-9 GROWTH & INCOME VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN GROWTH & INCOME GROWTH & INCOME GROWTH & INCOME S&P 500 FUND, FUND, FUND, COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) --------------------------------------------------------------- CLASS A 1/1995 10,000 9,452 10,000 10/1995 12,631 11,934 12,603 10/1996 15,992 15,109 15,640 10/1997 20,866 19,714 20,663 10/1998 24,638 23,278 25,204 10/1999 27,550 26,030 31,671 10/2000 30,991 29,280 33,599 9/2001 22,830 21,570 24,760 CLASS Y 10/1991 10,000 10,000 10/1992 10,582 10,995 10/1993 11,632 12,638 10/1994 11,847 13,128 10/1995 14,808 16,599 10/1996 18,789 20,598 10/1997 24,584 27,213 10/1998 29,094 33,193 10/1999 32,618 41,710 10/2000 36,777 44,250 9/2001 27,159 32,608 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Growth & Income Fund became the successor by merger to the Firstar Growth & Income Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of Firstar Growth & Income Fund. Prior to January 10, 1995, the Firstar fund offered one class of shares to investors without a sales charge or a distribution or shareholder servicing fee. Performance presented prior to January 10, 1995, does not reflect these fees. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of large-capitalization stocks. (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. B-10 EQUITY INCOME INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL AND INCOME In a volatile year for stocks, the First American Equity Income Fund finished the year with a modest decline of 3.71% for the fiscal year ended September 30, 2001 (Class A shares declined 3.89% on net asset value). By comparison, the fund's benchmarks, the S&P 500 Composite Index and the Lehman Government/Credit Bond Index, declined 26.62% and gained 15.32% respectively, over the 12-month period. Stocks that pay dividends began to draw more investor attention as market expectations shifted from the belief that the economy would continue to grow at a solid pace to the expectation that a recession was just around the corner. In fact, there has been a recession in business capital spending, which began to dramatically decline during the first months of 2001. Because the fund was positioned to weather this change in expectations for the economy, the portfolio held up relatively well. The fund's focus on stocks that pay dividends helps to provide a cushion in periods when the markets move lower, as the current yield provides a reliable return that can help offset negative movement in stock prices. One reason the fund performed well compared to its competitive group and the market as a whole was that it avoided significant investments in technology stocks, which were the hardest hit during the 12-month period. Going forward, the fund will stick to its discipline of owning dividend-paying companies and emphasizing yield-oriented sectors of the market. It seems likely, particularly in the wake of the September 11 attacks, that the U.S. economy will struggle in the first months of the new fiscal year. While there are efforts underway to stimulate economic growth, the impact is likely to begin off of a much lower economic base, as well as a significantly lower level of corporate profits. The portfolio will be adjusted to favor stocks that can benefit from positive economic growth as improvement in the economy becomes more visible. - ---------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ---------------------------------------------------------- 1 YEAR 5 YEARS 12/18/1992 8/2/1994 8/15/1994 2/1/1999 9/24/2001 - ---------------------------------------------------------------------------------------------------------------- Class A NAV -3.89% 10.74% 10.95% -- -- -- -- - ---------------------------------------------------------------------------------------------------------------- Class A POP -9.19% 9.49% 10.24% -- -- -- -- - ---------------------------------------------------------------------------------------------------------------- Class B NAV -4.64% 9.98% -- -- 11.64% -- -- - ---------------------------------------------------------------------------------------------------------------- Class B POP -8.35% 9.72% -- -- 11.64% -- -- - ---------------------------------------------------------------------------------------------------------------- Class C NAV -4.74% -- -- -- -- 0.75% -- - ---------------------------------------------------------------------------------------------------------------- Class C POP -6.40% -- -- -- -- 0.36% -- - ---------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 4.75% - ---------------------------------------------------------------------------------------------------------------- Class Y -3.71% 11.08% -- 12.64% -- -- -- - ---------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(3) -26.62% 10.22% 12.63% 13.65% 13.65% -5.33% -- - ---------------------------------------------------------------------------------------------------------------- Lehman Gov't/Credit Bond Index(4) 15.32% 8.05% 7.45% 8.04% 8.04% 7.56% -- - ---------------------------------------------------------------------------------------------------------------- B-11 EQUITY INCOME VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LEHMAN EQUITY EQUITY EQUITY S&P 500 GOVERNMENT/ INCOME FUND, INCOME FUND, INCOME FUND, COMPOSITE CREDIT BOND CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) -------------------------------------------------------------------------- CLASS A 12/1992 10,000 9,452 10,000 10,000 9/1993 10,377 9,808 10,759 10,861 9/1994 10,885 10,288 11,155 10,681 9/1995 12,851 12,146 14,474 11,885 9/1996 14,960 14,140 17,416 12,494 9/1997 19,622 18,546 24,461 13,518 9/1998 21,265 20,100 26,672 14,926 9/1999 23,337 22,057 34,083 15,020 9/2000 25,929 24,507 38,611 15,956 9/2001 24,919 23,553 28,332 18,013 CLASS Y 8/1994 10,000 10,000 10,000 9/1994 10,045 9,756 9,908 9/1995 11,877 12,657 11,025 9/1996 13,871 15,231 11,590 9/1997 18,234 21,391 12,540 9/1998 19,848 23,325 13,846 9/1999 21,853 29,806 13,933 9/2000 24,358 33,765 14,801 9/2001 23,455 24,777 16,710 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On May 18, 1994, the Equity Income Fund became the successor by merger to the Boulevard Strategic Balance Fund. Prior to the merger, the First American fund had no assets or liabilities. Performance prior to May 18, 1994, is that of the Boulevard Strategic Balance Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of large-capitalization stocks. (4) An unmanaged index of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities and investment-grade corporate debt securities. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. B-12 SCIENCE & TECHNOLOGY INVESTMENT OBJECTIVE: LONG-TERM AFTER-TAX GROWTH OF CAPITAL In one of the worst bear markets any sector has faced in recent history, the First American Science & Technology Fund sustained a decline of 78.74% for the 12-month period ended September 30, 2001 (Class A shares were down 78.80% on net asset value). Over the same time frame, the fund's benchmark, the S&P Technology Composite Index, declined 61.63%. After experiencing significant growth in the latter part of the 1990s, technology-oriented stocks began to lose their appeal to investors by March of 2000. As the fiscal year began in October 2000, the virtual free-fall among stocks in this sector was fully underway. The main culprit was a sudden turnaround in technology spending by most companies. A number of firms had invested significant sums upgrading their technology needs in advance of the Year 2000 conversion. But the purse strings were tightened after that period, a pattern that continued into 2001. This left a number of technology firms holding huge inventories of product. Profits dried up dramatically, and investors shied away from the sector. Anticipating continued difficulties in this market, the fund focused a significant portion of its assets on some of the largest companies in the technology market. A number of stocks, such as Cisco Systems, a darling during the heyday of technology investing, was hit as hard or harder than many companies with a less-impressive track record. The fund also put more emphasis on technology stocks in the health care sector. While that helped to reduce some of the portfolio's volatility, it was not able to stem the tide of losses suffered in the rest of the technology marketplace. The fund's semiconductor holdings provided relatively better performance, but again, there was little place to hide during this difficult period. The tragic attacks on September 11 increased the magnitude of the downturn. The silver lining to the significant market decline is that stocks appear to have significant upside potential from this point. A number of technology stocks were trading at very attractive levels by the end of the fiscal year, and that should create positive opportunities in the months ahead. Demand seems to be picking up in selected industries like wireless telecommunications, and as the economy begins to improve, spending on other areas of technology should increase as well, improving earnings and making these stocks attractive once again. - ---------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ------------------------------------------------ 1 YEAR 8/9/1999 3/31/2000 12/11/2000 9/24/2001 - ---------------------------------------------------------------------------------------------- Class A NAV -78.80% -- -64.15% -- -- - ---------------------------------------------------------------------------------------------- Class A POP -79.97% -- -65.48% -- -- - ---------------------------------------------------------------------------------------------- Class B NAV -78.91% -29.98% -- -- -- - ---------------------------------------------------------------------------------------------- Class B POP -79.97% -30.97% -- -- -- - ---------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -7.11 - ---------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -8.94 - ---------------------------------------------------------------------------------------------- Class S -- -- -- -73.43 -- - ---------------------------------------------------------------------------------------------- Class Y -78.74% -29.42% -- -- -- - ---------------------------------------------------------------------------------------------- S&P Technology Composite Index(3) -61.63% -31.46% -55.16% -53.08% -- - ---------------------------------------------------------------------------------------------- Nasdaq 100 Index(4) -67.28% -29.12% -58.57% -50.11% -- - ---------------------------------------------------------------------------------------------- B-13 SCIENCE & TECHNOLOGY VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN S&P SCIENCE & SCIENCE & SCIENCE & TECHNOLOGY TECHNOLOGY FUND, TECHNOLOGY FUND, TECHNOLOGY FUND, COMPOSITE NASDAQ 100 CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) ------------------------------------------------------------------------------ CLASS A 3/2000 10,000 9,452 10,000 10,000 10/2000 8,860 8,371 7,428 7,463 9/2001 2,143 2,025 3,022 2,657 CLASS Y 8/1999 10,000 10,000 10,000 11/1999 14,560 11,200 12,378 10/2000 19,540 11,250 13,694 9/2001 4,740 4,578 4,875 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Sector funds such as the First American Science & Technology Fund are more vulnerable to price fluctuation as a result of events that may affect the industry in which they focus than are funds that invest in multiple industries. Share prices of sector funds also will fluctuate with changing market conditions, as will share prices of other stock funds. Sector funds should not be treated as a core investment; rather, their role is to round out the growth portion of a well-diversified investment portfolio. On September 24, 2001, the Science & Technology Fund became the successor by merger to the Firstar Science & Technology Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Science & Technology Fund. The Firstar Science & Technology Fund was organized on December 11, 2000, and, prior to that, was a separate series of Firstar Stellar Funds, Inc. On September 24, 2001, the fund changed its investment objective to manage its portfolio of securities on a tax-efficient basis. Performance prior to this date does not reflect this management strategy. The Science & Technology Fund's 1999 and 2000 returns were higher due in 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 had in 1999 and 2000. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index comprised of technology stocks in the S&P 500 Composite Index, which is an unmanaged index of large-capitalization stocks. Previously, the fund used the Nasdaq 100 index as a benchmark. Going forward, the fund will use the S&P Technology Composite Index as a benchmark because its composition better matches the fund's investment objective and strategies. (4) A market-capitalization weighted index that includes 100 of the largest financial companies, domestic and foreign, in the Nasdaq National Market. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class C represents cumulative total return as the class has been in operation less than one year. B-14 TECHNOLOGY INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL In what was the worst market for technology stocks in three decades, the First American Technology Fund declined by 83.26% for the fiscal year ended September 30, 2001 (Class A shares declined 83.30% on net asset value). Over the same timeframe, the fund's benchmark, the S&P Technology Composite Index, declined 61.63%. The bear market in technology stocks cut across nearly all business sectors within that market. Buyers, particularly in the business sector, pulled back their spending from the record levels seen prior to the onset of the Year 2000 computer issue. This led to a substantial contraction in valuations of technology stocks. While volatility is common in the technology sector, nothing this dramatic had been experienced since the mid-1970s, when the United States faced a severe recession. Among the hardest hit areas were stocks in the previously flourishing telecommunications sector. Suddenly, the market faced a glut of capacity, and spending in that business declined significantly. Internet companies also faced the reality of invisible profits, and their stocks were buried in the avalanche of investor selling. The fund's emphasis on owning young, innovative companies with exciting products proved to be particularly taxing to the fund's return, as the market punished many of these more speculative securities. While these stocks can suffer through difficult times like the past year, history indicates that they can respond more quickly once the market recovers. The fund also focused on firms and industries where earnings tended to hold up better despite the difficult economic environment. Those included software firms and selected communications services companies. But, in both cases, the market did not relent, and even a number of quality companies suffered significant damage. Capping the already difficult year were the tragic events on September 11. In the aftermath, another major stock sell-off occurred, hitting technology stocks particularly hard. It appears that the market may have found its low point in the closing days of September. The new fiscal year for the fund begins with an environment of great uncertainty about the short term. What's needed is a return of confidence for consumers and corporations. One risk that has been eliminated is the concern that technology stocks were too highly valued. That doesn't seem to be an issue after the past year. Over time, the fund's focus on innovative companies should again prove to be productive for shareholders, but a long-term perspective is recommended. - --------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - --------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) --------------------------------------------- 1 YEAR 5 YEARS 4/4/1994 8/15/1994 2/1/2000 9/24/2001 - --------------------------------------------------------------------------------------------------- Class A NAV -83.30% -7.57% 5.45% -- -- -- - --------------------------------------------------------------------------------------------------- Class A POP -84.22% -8.61% 4.66% -- -- -- - --------------------------------------------------------------------------------------------------- Class B NAV -83.42% -8.22% -- 5.15% -- -- - --------------------------------------------------------------------------------------------------- Class B POP -84.07% -8.40% -- 5.15% -- -- - --------------------------------------------------------------------------------------------------- Class C NAV -83.43% -- -- -- -67.22% -- - --------------------------------------------------------------------------------------------------- Class C POP -83.73% -- -- -- -67.42% -- - --------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -8.49% - --------------------------------------------------------------------------------------------------- Class Y -83.26% -7.30% 5.68% -- -- -- - --------------------------------------------------------------------------------------------------- S&P Technology Composite Index(3) -61.63% 8.12% 15.82% 15.09% -50.70% -- - --------------------------------------------------------------------------------------------------- B-15 TECHNOLOGY VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN S&P TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY FUND, FUND, FUND, COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) ----------------------------------------------------------------- CLASS A 4/1994 10,000 9,452 10,000 9/1994 11,190 10,577 10,708 9/1995 18,600 17,580 16,739 9/1996 22,060 20,851 20,428 9/1997 25,966 24,542 33,177 9/1998 21,632 20,446 37,563 9/1999 49,474 46,762 65,645 9/2000 89,108 84,223 78,433 9/2001 14,879 14,063 30,165 CLASS Y 4/1994 10,000 10,000 9/1994 11,190 10,708 9/1995 18,600 16,739 9/1996 22,106 20,428 9/1997 26,074 33,177 9/1998 21,794 37,563 9/1999 50,022 65,645 9/2000 90,393 78,433 9/2001 15,131 30,165 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Sector funds such as the First American Technology Fund are more vulnerable to price fluctuation as a result of events that may affect the industry in which they focus than are funds that invest in multiple industries. Share prices of sector funds also will fluctuate with changing market conditions, as will share prices of other stock funds. Sector funds should not be treated as a core investment; rather, their role is to round out the growth portion of a well diversified investment portfolio. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. The Technology Fund's 1999 and 2000 returns were higher due in part to its strategy of investing in IPOs and technology-related stocks 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 and technology stocks will have the same effect on performance as it had in 1999 and 2000. Investments in the First American Technology Fund are more vulnerable to price fluctuation as a result of the narrow focus of technology investing and the fact that the products of companies in which the fund invests may be subject to rapid obsolescence. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of technology stocks in the S&P 500 Composite Index (an unmanaged index of large-capitalization stocks). (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. B-16 PART B STATEMENT OF ADDITIONAL INFORMATION DATED ________________, 2002 FIRST AMERICAN INVESTMENT FUNDS, INC. 800 Nicollet Mall Minneapolis, MN 55402 (800) 677-3863 ACQUISITION OF THE ASSETS OF CAPITAL GROWTH FUND, RELATIVE VALUE FUND, GROWTH & INCOME FUND AND SCIENCE & TECHNOLOGY FUND EACH A SEPARATELY MANAGED SERIES OF FIRST AMERICAN INVESTMENT FUNDS, INC. BY AND IN EXCHANGE FOR SHARES OF LARGE CAP GROWTH FUND, LARGE CAP VALUE FUND, EQUITY INCOME FUND AND TECHNOLOGY FUND, RESPECTIVELY, EACH A SEPARATELY MANAGED SERIES OF FIRST AMERICAN INVESTMENT FUNDS, INC. This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated ____________, 2002, relating to the proposed reorganization of Capital Growth Fund, Relative Value Fund, Growth & Income Fund or Science & Technology Fund (each, a "Voting Fund"), each a separate series of First American Investment Funds, Inc. ("FAIF"), with and into Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund or Technology Fund (each, an "Acquiring Fund"), respectively, each a separate series of FAIF. A copy of the Prospectus/Proxy Statement may be obtained without charge by calling or writing to FAIF at the telephone number or address set forth above. This Statement of Additional Information has been incorporated by reference into the Prospectus/Proxy Statement. Further information about the Acquiring Funds and the Voting Funds is contained in FAIF's Prospectus dated January 28, 2002, as supplemented, FAIF's Statement of Additional Information dated January 28, 2002, and the Annual Report of FAIF for the year ended September 30, 2001. This Statement of Additional Information incorporates by reference the following described documents, each of which accompanies this Statement of Additional Information: (1) The Statement of Additional Information of FAIF dated January 28, 2002. (2) Annual Report of FAIF for the year ended September 30, 2001. FIRST AMERICAN INVESTMENT FUNDS, INC. REGISTRATION STATEMENT ON FORM N-14 LIST OF DOCUMENTS INCORPORATED BY REFERENCE HEREIN CURRENT CLASS A/B/C PROSPECTUS OF CAPITAL GROWTH FUND, RELATIVE VALUE FUND, GROWTH & INCOME FUND, LARGE CAP GROWTH FUND, LARGE CAP VALUE FUND, AND EQUITY INCOME FUND CURRENT CLASS A/B/C PROSPECTUS OF SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND CURRENT CLASS S PROSPECTUS OF CAPITAL GROWTH FUND, RELATIVE VALUE FUND, GROWTH & INCOME FUND, LARGE CAP GROWTH FUND, LARGE CAP VALUE FUND, AND EQUITY INCOME FUND CURRENT CLASS S PROSPECTUS OF SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND CURRENT CLASS Y PROSPECTUS OF CAPITAL GROWTH FUND, RELATIVE VALUE FUND, GROWTH & INCOME FUND, LARGE CAP GROWTH FUND, LARGE CAP VALUE FUND, AND EQUITY INCOME FUND CURRENT CLASS Y PROSPECTUS OF SCIENCE & TECHNOLOGY FUND AND TECHNOLOGY FUND STATEMENT OF ADDITIONAL INFORMATION OF FAIF DATED JANUARY 28, 2002 ANNUAL REPORT OF FIRST AMERICAN INVESTMENT FUNDS, INC. FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 FIRST AMERICAN LARGE CAP GROWTH FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, 2001 (UNAUDITED) Pro Forma Combined First First American First American American Large Large Cap Capital Growth Cap Growth Growth Fund Fund Adjustments Fund(1) - ---------------------------------------------------------------------------------------------------------------------------------- ASSETS: Investments in securities, at value (cost $863,762, $192,428, and $1,056,190, respectively) $ 716,117 $ 199,191 $ -- $ 915,308 Collateral received for securities loaned, at value 178,486 54,034 -- 232,520 Cash 369 -- -- 369 Accrued income 584 179 -- 763 Receivable for investment securities sold 2,106 2,020 -- 4,126 Capital shares sold 456 352 -- 808 Other assets 328 311 -- 639 - ---------------------------------------------------------------------------------------------------------------------------------- Total assets 898,446 256,087 -- 1,154,533 - ---------------------------------------------------------------------------------------------------------------------------------- LIABILITIES: Cash overdraft -- 78 -- 78 Payable for investment securities purchased 7,453 2,128 -- 9,581 Payable upon return of securities loaned 178,486 54,034 -- 232,520 Capital shares redeemed 991 369 -- 1,360 Payable to affiliates 754 554 -- 1,308 Written options, at value -- 381 -- 381 Other liabilities 3 -- -- 3 - ---------------------------------------------------------------------------------------------------------------------------------- Total liabilities 187,687 57,544 -- 245,231 - ---------------------------------------------------------------------------------------------------------------------------------- NET ASSETS $ 710,759 $ 198,543 $ -- $ 909,302 ================================================================================================================================== NET ASSETS CONSIST OF: Paid in capital $ 906,839 $ 206,924 $ -- $ 1,113,763 Accumulated net realized loss on investments (48,435) (14,938) -- (63,373) Net unrealized appreciation (depreciation) of investments and options written (147,645) 6,557 -- (141,088) - ---------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 710,759 $ 198,543 $ -- $ 909,302 ================================================================================================================================== NET ASSETS: Class A $ 85,443 $ 8,597 $ -- $ 94,040 Class B 17,976 46,103 -- 64,079 Class C 13,177 -- -- 13,177 Class S -- 11,882 -- 11,882 Class Y 594,163 131,961 -- 726,124 - ---------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 710,759 $ 198,543 $ -- $ 909,302 ================================================================================================================================== SHARES OUTSTANDING: Class A 9,156 586 (3,336)(2) 6,406 Class B 2,006 3,159 (774)(2) 4,391 Class C 1,442 -- (544)(2) 898 Class S -- 809 -- 809 Class Y 62,914 8,932 (22,686)(2) 49,160 - ---------------------------------------------------------------------------------------------------------------------------------- Total shares outstanding 75,518 13,486 (27,340) 61,663 ================================================================================================================================== NET ASSET VALUE AND REDEMPTION PRICE PER SHARE: Class A $ 9.33 $ 14.68 $ 14.68 Class B $ 8.96 $ 14.59 $ 14.59 Class C $ 9.14 $ 14.68 $ 14.68 Class S $ 9.33 $ 14.69 $ 14.69 Class Y $ 9.44 $ 14.77 $ 14.77 - ---------------------------------------------------------------------------------------------------------------------------------- OFFERING PRICE PER SHARE: Class A $ 9.87 $ 15.53 $ 15.53 Class B $ 8.96 $ 14.59 $ 14.59 Class C $ 9.23 $ 14.83 $ 14.83 Class S $ 9.33 $ 14.69 $ 14.69 Class Y $ 9.44 $ 14.77 $ 14.77 - ---------------------------------------------------------------------------------------------------------------------------------- (1) The First American Capital Growth Fund will be the accounting survivor. (2) Reflects new shares issued, net of retired shares of the respective Fund. See Accompanying Notes to Pro Forma Financial Statements 1 FIRST AMERICAN LARGE CAP VALUE FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, 2001 (UNAUDITED) First American First American Pro Forma Combined Large Cap Relative Value First American Large Value Fund Fund Adjustments Cap Value Fund(1) - ----------------------------------------------------------------------------------------------------------------------------------- ASSETS: Investments in securities, at value (cost $1,206,095, $261,524 and $1,467,619, respectively) $ 1,118,733 $ 414,986 $ -- $ 1,533,719 Collateral received for securities loaned, at value 310,972 -- -- 310,972 Cash -- 4 -- 4 Accrued income 1,700 729 -- 2,429 Receivable for investment securities sold -- 7,295.00 -- 7,295 Capital shares sold 739 1,479 -- 2,218 Other assets 239 58 -- 297 - ----------------------------------------------------------------------------------------------------------------------------------- Total assets 1,432,383 424,551 -- 1,856,934 - ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES: Cash overdraft 548 -- -- 548 Payable upon return of securities loaned 310,972 -- -- 310,972 Capital shares redeemed 6,956 178 -- 7,134 Payable to affiliates 1,404 457 -- 1,861 Other liabilities -- 48 -- 48 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities 319,880 683 -- 320,563 - ----------------------------------------------------------------------------------------------------------------------------------- NET ASSETS $ 1,112,503 $ 423,868 $ -- $ 1,536,371 =================================================================================================================================== NET ASSETS CONSIST OF: Paid in capital $ 1,227,245 $ 264,165 $ -- $ 1,491,410 Undistributed net investment income 350 43 -- 393 Accumulated net realized gain (loss) on investments (27,730) 6,198 -- (21,532) Net unrealized appreciation (depreciation) of investments (87,362) 153,462 -- 66,100 - ----------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 1,112,503 $ 423,868 $ -- $ 1,536,371 =================================================================================================================================== NET ASSETS: Class A $ 94,064 $ 33,288 $ -- $ 127,352 Class B 38,108 12,081 -- 50,189 Class C 10,141 -- -- 10,141 Class S -- 34,004 -- 34,004 Class Y 970,190 344,495 -- 1,314,685 - ----------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 1,112,503 $ 423,868 $ -- $ 1,536,371 =================================================================================================================================== SHARES OUTSTANDING: Class A 5,888 1,382 701 (2) 7,971 Class B 2,425 503 266 (2) 3,194 Class C 638 -- -- (2) 638 Class S -- 1,413 716 2,129 Class Y 60,564 14,285 7,219 (2) 82,068 - ----------------------------------------------------------------------------------------------------------------------------------- Total shares outstanding 69,515 17,583 8,902 96,000 =================================================================================================================================== NET ASSET VALUE AND REDEMPTION PRICE PER SHARE: Class A $ 15.98 $ 24.09 $ 15.98 Class B $ 15.71 $ 24.01 $ 15.71 Class C $ 15.90 $ 24.09 $ 15.90 Class S $ 15.97 $ 24.06 $ 15.97 Class Y $ 16.02 $ 24.12 $ 16.02 - ------------------------------------------------------------------------------------------------------------------------------------ OFFERING PRICE PER SHARE: Class A $ 16.91 $ 25.49 $ 16.91 Class B $ 15.71 $ 24.01 $ 15.71 Class C $ 16.06 $ 24.33 $ 16.06 Class S $ 15.97 $ 24.06 $ 15.97 Class Y $ 16.02 $ 24.12 $ 16.02 - ------------------------------------------------------------------------------------------------------------------------------------ REDEMPTION PRICE PER SHARE: Class A $ 15.98 $ 24.09 $ 15.98 Class B $ 15.71 $ 24.01 $ 15.71 Class C $ 15.90 $ 24.09 $ 15.90 Class S $ 15.97 $ 24.06 $ 15.97 Class Y $ 16.02 $ 24.12 $ 16.02 - ----------------------------------------------------------------------------------------------------------------------------------- (1) The First American Large Cap Value Fund will be the accounting survivor. (2) Reflects new shares issued, net of retired shares of the respective Fund. See Accompanying Notes to Pro Forma Financial Statements 2 FIRST AMERICAN EQUITY INCOME FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, 2001 (UNAUDITED) First American First American Pro Forma Combined Equity Income Growth & First American Equity Fund Income Fund Adjustments Income Fund(1) - --------------------------------------------------------------------------------------------------------------------------------- ASSETS: Investments in securities, at value (cost $233,537, $690,577, and $924,114, respectively) $ 318,285 $ 712,470 $ -- $ 1,030,755 Collateral received for securities loaned, at value 64,855 156,515 -- 221,370 Cash 4,213 10 -- 4,223 Accrued income 598 460 -- 1,058 Receivable for investment securities sold 122 -- -- 122 Capital shares sold 1,077 722 -- 1,799 Other assets 365 278 -- 643 - --------------------------------------------------------------------------------------------------------------------------------- Total assets 389,515 870,455 -- 1,259,970 - --------------------------------------------------------------------------------------------------------------------------------- LIABILITIES: Payable for investment securities purchased 11,816 3,851 -- 15,667 Payable upon return of securities loaned 64,855 156,515 -- 221,370 Capital shares redeemed 442 4,590 -- 5,032 Payable to affiliates 475 954 -- 1,429 Other liabilities 137 7 -- 144 - --------------------------------------------------------------------------------------------------------------------------------- Total liabilities 77,725 165,917 -- 243,642 - --------------------------------------------------------------------------------------------------------------------------------- NET ASSETS $ 311,790 $ 704,538 $ -- $ 1,016,328 ================================================================================================================================= NET ASSETS CONSIST OF: Paid in capital $ 227,949 $ 705,708 $ -- $ 933,657 Accumulated net investment income (loss) (291) 187 -- (104) Accumulated net realized loss on investments (616) (23,250) -- (23,866) Net unrealized appreciation of investments 84,748 21,893 -- 106,641 - --------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 311,790 $ 704,538 $ -- $ 1,016,328 ================================================================================================================================= NET ASSETS: Class A $ 24,557 $ 150,323 $ -- $ 174,880 Class B 11,516 11,612 -- 23,128 Class C 8,028 -- -- 8,028 Class S 328 44,821 -- 45,149 Class Y 267,361 497,782 -- 765,143 - --------------------------------------------------------------------------------------------------------------------------------- Total net assets $ 311,790 $ 704,538 $ -- $ 1,016,328 ================================================================================================================================= SHARES OUTSTANDING: Class A 2,025 4,824 7,569 (2) 14,418 Class B 954 376 586 (2) 1,916 Class C 664 -- -- 664 Class S 27 1,439 2,259 (2) 3,725 Class Y 21,916 15,951 24,851 (2) 62,718 - --------------------------------------------------------------------------------------------------------------------------------- Total shares outstanding 25,586 22,590 35,265 83,441 ================================================================================================================================= NET ASSET VALUE AND REDEMPTION PRICE PER SHARE: Class A $ 12.13 $ 31.16 $ 12.13 Class B $ 12.07 $ 30.86 $ 12.07 Class C $ 12.09 $ 31.17 $ 12.09 Class S $ 12.12 $ 31.14 $ 12.12 Class Y $ 12.20 $ 31.21 $ 12.20 - --------------------------------------------------------------------------------------------------------------------------------- OFFERING PRICE PER SHARE: Class A $ 12.84 $ 32.97 $ 12.84 Class B $ 12.07 $ 30.86 $ 12.07 Class C $ 12.21 $ 31.48 $ 12.21 Class S $ 12.12 $ 31.14 $ 12.12 Class Y $ 12.20 $ 31.21 $ 12.20 - --------------------------------------------------------------------------------------------------------------------------------- (1) The First American Equity Income Fund will be the accounting survivor. (2) Reflects new shares issued, net of retired shares of the respective Fund. See Accompanying Notes to Pro Forma Financial Statements 3 FIRST AMERICAN TECHNOLOGY FUND PRO FORMA STATEMENT OF ASSETS AND LIABILITIES (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, 2001 (UNAUDITED) First American First American Science & Pro Forma Combined Technology Technology First American Fund Fund Adjustments Technology Fund(1) - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS: Investments in securities, at value (cost $263,486, $62,188, and $325,674, respectively) $ 112,424 $ 35,511 $ -- $ 147,935 Cash 1,348 -- -- 1,348 Collateral received for securities loaned, at value 51,214 12,195 -- 63,409 Accrued income 23 11 -- 34 Receivable for investment securities sold 601 1,105 -- 1,706 Capital shares sold 363 54 -- 417 Other assets 205 184 -- 389 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets 166,178 49,060 -- 215,238 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES: Cash overdraft -- 723 -- 723 Payable for investment securities purchased 576 -- -- 576 Payable upon return of securities loaned 51,214 12,195 -- 63,409 Capital shares redeemed 639 138 -- 777 Payable to affiliates 28 234 -- 262 Written options, at value -- 1,068 -- 1,068 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 52,457 14,358 -- 66,815 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSETS $ 113,721 $ 34,702 $ -- $ 148,423 ==================================================================================================================================== NET ASSETS CONSIST OF: Paid in capital $ 581,972 $ 117,825 $ -- $ 699,797 Accumulated net realized loss on investments and options written (317,189) (55,995) -- (373,184) Net unrealized depreciation of investments and options written (151,062) (27,128) -- (178,190) - ------------------------------------------------------------------------------------------------------------------------------------ Total net assets $ 113,721 $ 34,702 $ -- $ 148,423 ==================================================================================================================================== NET ASSETS: Class A $ 29,084 $ 988 $ -- $ 30,072 Class B 15,974 3,563 -- 19,537 Class C 9,009 -- -- 9,009 Class S -- 1,858 -- 1,858 Class Y 59,654 28,293 -- 87,947 - ------------------------------------------------------------------------------------------------------------------------------------ Total net assets $ 113,721 $ 34,702 $ -- $ 148,423 ==================================================================================================================================== SHARES OUTSTANDING: Class A 4,572 210 (55)(2) 4,727 Class B 2,771 765 (147)(2) 3,389 Class C 1,435 -- -- 1,435 Class S -- 395 (103)(2) 292 Class Y 9,129 5,966 (1,633)(2) 13,462 - ------------------------------------------------------------------------------------------------------------------------------------ Total shares outstanding 17,907 7,336 (1,938) 23,305 ==================================================================================================================================== NET ASSET VALUE AND REDEPMTION PRICE PER SHARE: Class A $ 6.36 $ 4.70 $ 6.36 Class B $ 5.77 $ 4.66 $ 5.77 Class C $ 6.28 $ 4.70 $ 6.28 Class S $ 6.36 $ 4.70 $ 6.36 Class Y $ 6.53 $ 4.74 $ 6.53 - ------------------------------------------------------------------------------------------------------------------------------------ OFFERING PRICE PER SHARE: Class A $ 6.73 $ 4.97 $ 6.73 Class B $ 5.77 $ 4.66 $ 5.77 Class C $ 6.34 $ 4.75 $ 6.34 Class S $ 6.36 $ 4.70 $ 6.36 Class Y $ 6.53 $ 4.74 $ 6.53 - ------------------------------------------------------------------------------------------------------------------------------------ (1) The First American Technology Fund will be the accounting survivor. (2) Reflects new shares issued, net of retired shares of the respective Fund. See Accompanying Notes to Pro Forma Financial Statements 4 FIRST AMERICAN LARGE CAP GROWTH FUND PRO FORMA STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS) FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) First American First American Pro Forma Combined Large Cap Growth Capital Growth First American Large Fund Fund Adjustments Cap Growth Fund(1) - ---------------------------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME: Interest income $ 2,139 $ 452 $ -- $ 2,591 Dividend income 4,978 1,740 -- 6,718 Income from securities lending 296 24 -- 320 Less: Foreign taxes withheld (17) (4) -- (21) - ---------------------------------------------------------------------------------------------------------------------------------- Total income 7,396 2,212 -- 9,608 EXPENSES: Investment advisory fees 6,989 2,378 (1,164)(3) 8,203 Administrator and fund accounting fees 1,127 391 1,427 (3) 2,945 Transfer agent fees 368 231 (93)(3) 506 Custodian fees 299 34 (207)(3) 126 Directors' fees 10 9 (10)(4) 9 Registration fees 10 52 (16)(4) 46 Professional fees 30 53 (30)(4) 53 Printing 60 103 (41)(4) 122 Other 15 8 (6)(4) 17 Distribution and shareholder servicing fees - Class A 346 13 -- 359 Distribution and shareholder servicing fees - Class B 260 641 -- 901 Distribution and shareholder servicing fees - Class C 164 -- -- 164 Shareholder servicing fees - Class S -- 11 -- 11 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL EXPENSES 9,678 3,924 (140) 13,462 Less: Waiver of expenses (925) (325) 645 (2) (605) - ---------------------------------------------------------------------------------------------------------------------------------- NET EXPENSES 8,753 3,599 505 12,857 - ---------------------------------------------------------------------------------------------------------------------------------- NET INVESTMENT LOSS (1,357) (1,387) (505) (3,249) - ---------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND OPTIONS WRITTEN - NET: Net realized loss on investments (48,470) (13,666) -- (62,136) Net realized gain on options written -- 653 653 Net change in unrealized appreciation or depreciation of investments and options written (668,727) (128,541) -- (797,268) - ---------------------------------------------------------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (717,197) (141,554) -- (858,751) - ---------------------------------------------------------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (718,554) $ (142,941) $ (505) $ (862,000) ================================================================================================================================== (1) The First American Capital Growth Fund will be the accounting survivor. (2) Reflects adjustment based on expense limitation for the combined fund. (3) Adjustment based on contractual agreements with the investment advisor, administrator, transfer agent and custodian for the combined fund. (4) Reflects anticipated savings of the merger. See Accompanying Notes to Pro Forma Financial Statements 5 FIRST AMERICAN LARGE CAP VALUE FUND PRO FORMA STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS) FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) First American First American Pro Forma Combined Large Cap Value Relative Value First American Large Fund Fund Adjustments Cap Value Fund(1) - --------------------------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME: Interest income $ 2,788 $ 412 $ -- $ 3,200 Dividend income 22,361 9,648 -- 32,009 Income from securities lending 291 -- -- 291 Less: Foreign taxes withheld (98) (83) -- (181) - --------------------------------------------------------------------------------------------------------------------------------- Total income 25,342 9,977 -- 35,319 EXPENSES: Investment advisory fees 9,205 3,569 (1,070)(3) 11,704 Administrator and fund accounting fees 1,484 656 2,002 (3) 4,142 Transfer agent fees 574 228 (93)(3) 709 Custodian fees 394 45 (259)(3) 180 Directors' fees 13 9 (9)(4) 13 Registration fees 13 39 (13)(4) 39 Professional fees 40 53 (53)(4) 40 Printing 79 80 (40)(4) 119 Other 21 13 (9)(4) 25 Distribution and shareholder servicing fees - Class A 306 95 -- 401 Distribution and shareholder servicing fees - Class B 467 132 -- 599 Distribution and shareholder servicing fees - Class C 93 -- -- 93 Shareholder servicing fees - Class S -- 27 -- 27 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL EXPENSES 12,689 4,946 456 18,091 Less: Waiver and reimbursement of expenses (1,297) (67) 607 (2) (757) - --------------------------------------------------------------------------------------------------------------------------------- NET EXPENSES 11,392 4,879 1,063 17,334 - --------------------------------------------------------------------------------------------------------------------------------- NET INVESTMENT INCOME 13,950 5,098 (1,063) 17,985 - --------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on investments (16,926) 6,186 -- (10,740) Net change in unrealized appreciation or depreciation of investments (171,917) (87,060) -- (258,977) - --------------------------------------------------------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (188,843) (80,874) -- (269,717) - --------------------------------------------------------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (174,893) $ (75,776) $ (1,063) $ (251,732) ================================================================================================================================= (1) The First American Large Cap Value Fund will be the accounting survivor. (2) Reflects adjustment based on expense limitation for the combined fund. (3) Adjustment based on contractual agreements with the investment advisor, administrator, transfer agent and custodian for the combined fund. (4) Reflects anticipated savings of the merger. See Accompanying Notes to Pro Forma Financial Statements 6 FIRST AMERICAN EQUITY INCOME FUND PRO FORMA STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS) FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) First American First American Pro Forma Combined Equity Income Growth & Income First American Equity Fund Fund Adjustments Income Fund(1) - ----------------------------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME: Interest income $ 743 $ 3,274 $ -- $ 4,017 Dividend income 8,005 9,336 -- 17,341 Income from securities lending 52 68 -- 120 Less: Foreign taxes withheld -- (8) -- (8) - ----------------------------------------------------------------------------------------------------------------------------------- Total income 8,800 12,670 -- 21,470 EXPENSES: Investment advisory fees 2,085 6,162 (822)(3) 7,425 Administrator and fund accounting fees 327 1,103 1,220 (3) 2,650 Transfer agent fees 137 391 (93)(3) 435 Custodian fees 89 85 (60)(3) 114 Directors' fees 3 1 (1)(4) 3 Registration fees 3 50 (13)(4) 40 Professional fees 9 31 (31)(4) 9 Printing 18 153 (43)(4) 128 Other 15 11 (7)(4) 19 Distribution and shareholder servicing fees - Class A 57 462 -- 519 Distribution and shareholder servicing fees - Class B 109 118 -- 227 Distribution and shareholder servicing fees - Class C 43 -- -- 43 Shareholder servicing fees - Class S -- 127 -- 127 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL EXPENSES 2,895 8,694 150 11,739 Less: Waiver of expenses (458) (221) 157 (2) (522) - ----------------------------------------------------------------------------------------------------------------------------------- NET EXPENSES 2,437 8,473 307 11,217 - ----------------------------------------------------------------------------------------------------------------------------------- NET INVESTMENT INCOME 6,363 4,197 (307) 10,253 - ----------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on investments 34,974 (20,431) -- 14,543 Net change in unrealized appreciation (depreciation) of investments (48,968) (225,024) -- (273,992) - ----------------------------------------------------------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (13,994) (245,455) -- (259,449) - ----------------------------------------------------------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (7,631) $ (241,258) $ (307) $ (249,196) =================================================================================================================================== (1) The First American Equity Income Fund will be the accounting survivor. (2) Reflects adjustment based on expense limitation for the combined fund. (3) Adjustment based on contractual agreements with the investment advisor, administrator, transfer agent and custodian for the combined fund. (4) Reflects anticipated savings of the merger. See Accompanying Notes to Pro Forma Financial Statements 7 FIRST AMERICAN TECHNOLOGY FUND PRO FORMA STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS) FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) First American Pro Forma Combined Science & First American First American Technology Fund Technology Fund Adjustments Technology Fund(1) - ---------------------------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME: Interest income $ 246 $ 532 $ -- $ 778 Dividend income 72 73 -- 145 Income from securities lending 12 300 -- 312 - ---------------------------------------------------------------------------------------------------------------------------------- Total income 330 905 -- 1,235 EXPENSES: Investment advisory fees 767 2,215 (264)(3) 2,718 Administrator and fund accounting fees 138 357 418 (3) 913 Transfer agent fees 81 333 (93)(3) 321 Custodian fees 20 95 (76)(3) 39 Directors' fees 9 3 (9)(4) 3 Registration fees 57 -- (14)(4) 43 Professional fees 54 9 (54)(4) 9 Printing 46 19 (16)(4) 49 Other 4 6 (3)(4) 7 Distribution and shareholder servicing fees - Class A 3 181 -- 184 Distribution and shareholder servicing fees - Class B 73 333 -- 406 Distribution and shareholder servicing fees - Class C -- 195 -- 195 Shareholder Servicing fees - Class S 2 103 -- 105 - ---------------------------------------------------------------------------------------------------------------------------------- TOTAL EXPENSES 1,254 3,849 (111) 4,992 Less: Waiver of expenses (182) (189) 77 (2) (294) - ---------------------------------------------------------------------------------------------------------------------------------- NET EXPENSES 1,072 3,660 (34) 4,698 - ---------------------------------------------------------------------------------------------------------------------------------- NET INVESTMENT LOSS (742) (2,755) 34 (3,463) - ---------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND OPTIONS WRITTEN - NET: Net realized loss on investments (51,893) (315,453) -- (367,346) Net realized loss on options written (2,253) -- -- (2,253) Net change in unrealized appreciation (depreciation) of investments and options written (51,659) (271,929) -- (323,588) - ---------------------------------------------------------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (105,805) (587,382) -- (693,187) - ---------------------------------------------------------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (106,547) $ (590,137) $ 34 $ (696,650) ================================================================================================================================== (1) The First American Technology Fund will be the accounting survivor. (2) Reflects adjustment based on expense limitation for the combined fund. (3) Adjustment based on contractual agreements with the investment advisor, administrator, transfer agent and custodian for the combined fund. (4) Reflects anticipated savings of the merger. See Accompanying Notes to Pro Forma Financial Statements 8 FIRST AMERICAN LARGE CAP GROWTH FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Large Cap Capital Growth Large Cap Large Cap Capital Growth Large Cap Growth Fund Fund Growth Fund Growth Fund Fund Growth Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ------------ COMMON STOCKS - 97.6% CONSUMER DISCRETIONARY - 14.4% 708,990 205,000 913,990 AOL Time Warner* $ 23,468 $ 6,786 $ 30,254 124,290 16,500 140,790 Best Buy* 5,649 750 6,399 81,290 47,000 128,290 Clear Channel Communications* 3,231 1,868 5,099 342,750 - 342,750 Cox Communications, Cl A* 14,310 - 14,310 288,977 77,000 365,977 Home Depot 11,088 2,954 14,042 209,735 75,200 284,935 Kohl's* 10,067 3,610 13,677 136,500 - 136,500 Omnicom Group 8,859 - 8,859 123,670 35,000 158,670 Target 3,926 1,111 5,037 502,250 148,000 650,250 Wal-Mart Stores 24,861 7,326 32,187 - 32,100 32,100 Comcast, CI A - 1,151 1,151 - 5,000 5,000 Federated Department Stores - 10 10 ----------------------------------------- 105,459 25,566 131,025 ----------------------------------------- CONSUMER STAPLES - 7.5% 92,550 50,000 142,550 Anheuser-Busch 3,876 2,094 5,970 121,840 65,800 187,640 H J Heinz 5,136 2,773 7,909 56,880 50,000 106,880 Kimberly-Clark 3,523 3,100 6,623 216,600 38,500 255,100 Kraft Foods* 7,445 1,323 8,768 294,100 - 294,100 Kroger 7,247 - 7,247 254,950 75,000 329,950 PepsiCo 12,365 3,638 16,003 - 76,244 76,244 Safeway* - 3,028 3,028 303,330 63,200 366,530 Walgreen 10,444 2,176 12,620 ----------------------------------------- 50,036 18,132 68,168 ----------------------------------------- ENERGY - 1.7% - 2,500 2,500 Ashland - 96 96 184,980 42,076 227,056 Exxon Mobil 7,288 1,658 8,946 - 22,800 22,800 Global Marine* - 319 319 - 2,500 2,500 Texaco* - 163 163 182,430 33,400 215,830 USX - Marathon 4,869 887 5,756 ----------------------------------------- 12,157 3,123 15,280 ----------------------------------------- FINANCIALS - 7.7% 306,830 103,519 410,349 American International Group 23,933 8,074 32,007 97,350 18,500 115,850 Capital One Financial 4,481 852 5,333 362,730 - 362,730 Charles Schwab 4,171 - 4,171 266,726 73,200 339,926 Citigroup 10,802 2,965 13,767 63,080 25,000 88,080 Federal Home Loan Mortgage 4,100 1,625 5,725 - 21,900 21,900 Merrill Lynch - 889 889 67,810 - 67,810 Morgan Stanley 3,143 - 3,143 83,810 35,000 118,810 Wells Fargo 3,725 1,556 5,281 ----------------------------------------- 54,355 15,961 70,316 ----------------------------------------- HEALTH CARE - 28.5% 20,000 20,000 American Home Products - 1,165 1,165 145,350 37,800 183,150 Amgen* 8,542 2,222 10,764 63,600 63,600 Baxter Int'l - 3,501 3,501 439,640 126,000 565,640 Bristol-Myers Squibb 24,426 7,001 31,427 110,680 93,375 204,055 Cardinal Health 8,185 6,905 15,090 376,210 60,000 436,210 Eli Lilly 30,360 1,659 32,019 323,720 37,700 361,420 Genentech* 14,244 908 15,152 20,000 20,000 Genzyme - 1,925 1,925 50,000 50,000 Guidant - 798 798 16,100 16,100 IDEC Pharm. - 1,778 1,778 124,790 32,100 156,890 Johnson & Johnson 6,913 4,842 11,755 426,680 99,530 526,210 Medtronic 18,561 4,330 22,891 463,010 100,000 563,010 Merck 30,836 6,660 37,496 939,370 221,750 1,161,120 Pfizer 37,669 8,892 46,561 268,830 75,400 344,230 Pharmacia 10,904 3,058 13,962 54,500 54,500 Serono SA, ADR - 1,034 1,034 143,480 37,400 180,880 Watson Pharmaceuticals* 7,850 2,046 9,896 43,964 11,000 54,964 Zimmer Holdings 1,220 305 1,525 ----------------------------------------- 199,710 59,029 258,739 ----------------------------------------- 9 FIRST AMERICAN LARGE CAP GROWTH FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Large Cap Capital Growth Large Cap Large Cap Capital Growth Large Cap Growth Fund Fund Growth Fund Growth Fund Fund Growth Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ------------ INDUSTRIALS - 8.7% 151,110 - 151,110 Automatic Data Processing 7,108 - 7,108 306,975 - 306,975 Ecolab 11,152 - 11,152 833,850 235,500 1,069,350 General Electric 31,019 8,761 39,780 - 34,364 34,364 Illinois Tool Works - 1,859 1,859 - 1,695 1,695 Kadant - 22 22 75,130 20,600 95,730 Minnesota Mining & Manufacturing 7,393 2,027 9,420 - 17,300 17,300 Textron - 581 581 163,210 43,400 206,610 Tyco International 7,426 1,975 9,401 ----------------------------------------- 64,098 15,225 79,323 ----------------------------------------- INFORMATION TECHNOLOGY - 24.4% - 26,200 26,200 Adobe Systems - 628 628 91,140 26,000 117,140 Analog Devices* 2,980 850 3,830 - 25,300 25,300 Apple Computer - 392 392 38,200 12,200 50,400 Applied Materials* 1,086 347 1,433 140,700 54,100 194,800 Applied Micro Circuits* 983 378 1,361 309,820 73,700 383,520 BEA Systems* 2,971 707 3,678 47,710 13,600 61,310 Broadcom* 969 276 1,245 122,010 56,300 178,310 Brocade Communications Systems* 1,712 790 2,502 66,560 12,100 78,660 Check Point Software Technologies* 1,442 266 1,708 110,170 - 110,170 Ciena* 1,134 - 1,134 1,637,088 287,400 1,924,488 Cisco Systems* 19,940 3,501 23,441 - 7,300 7,300 Citrix Systems - 145 145 - 79,000 79,000 Corning - 697 697 335,150 95,900 431,050 Dell Computer* 6,210 1,777 7,987 278,960 74,400 353,360 EMC* 3,278 874 4,152 - 46,900 46,900 Flextronic Int'l - 776 776 - 40,000 40,000 Hewlett-Packard - 644 644 116,310 37,000 153,310 IBM 10,735 5,019 15,754 923,100 245,560 1,168,660 Intel 18,868 3,415 22,283 133,790 20,400 154,190 Juniper Networks* 1,298 198 1,496 32,480 7,200 39,680 KLA-Tencor* 1,026 227 1,253 224,290 60,600 284,890 Micron Technology* 4,223 1,141 5,364 618,720 166,000 784,720 Microsoft* 31,660 8,494 40,154 - 18,600 18,600 Millipore - 985 985 406,910 39,500 446,410 Nokia, ADR Cl A 6,368 618 6,986 583,710 107,000 690,710 Nortel Networks 3,275 600 3,875 42,520 10,700 53,220 Novellus Systems* 1,214 306 1,520 47,900 15,800 63,700 NVIDIA* 1,316 434 1,750 790,440 238,000 1,028,440 Oracle Systems* 9,944 2,994 12,938 213,410 46,600 260,010 QUALCOMM* 10,146 2,215 12,361 - 68,800 68,800 RF Micro Devices - 1,142 1,142 214,290 55,500 269,790 Siebel Systems* 2,815 722 3,537 491,320 164,000 655,320 Sun Microsystems* 4,063 1,356 5,419 447,070 116,400 563,470 Texas Instruments 11,168 2,908 14,076 - 27,700 27,700 Thermo Electron - 500 500 152,470 28,500 180,970 VeriSign* 6,388 1,194 7,582 120,260 - 120,260 VERITAS Software* 2,218 - 2,218 166,140 45,000 211,140 Vitesse Semiconductor* 1,288 349 1,637 101,560 25,400 126,960 Xilinx* 2,390 598 2,988 ----------------------------------------- 173,108 48,463 221,571 ----------------------------------------- MATERIALS - 0.2% - 50,000 50,000 Alcoa - 1,551 1,551 ----------------------------------------- - 1,551 1,551 ----------------------------------------- TELECOMMUNICATION SERVICES - 2.6% 313,150 42,400 355,550 Nextel Communications, Cl A* 2,706 366 3,072 262,310 77,100 339,410 Qwest Communications International 4,381 1,288 5,669 343,950 19,200 363,150 Sprint PCS Group* 9,042 505 9,547 76,170 22,072 98,242 Verizon Communications 4,121 1,194 5,315 ----------------------------------------- 20,250 3,353 23,603 ----------------------------------------- UTILITIES - 1.9% - 26,829 26,829 El Paso - 1,115 1,115 263,960 33,000 296,960 Enron 7,188 899 8,087 339,640 44,200 383,840 Mirant 7,438 956 8,394 ----------------------------------------- 14,626 2,970 17,596 ----------------------------------------- TOTAL COMMON STOCKS 693,799 193,373 887,172 ----------------------------------------- 10 FIRST AMERICAN LARGE CAP GROWTH FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Large Cap Capital Growth Large Cap Large Cap Capital Growth Large Cap Growth Fund Fund Growth Fund Growth Fund Fund Growth Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ------------ SHORT-TERM INVESTMENTS - 0.1% - 75,000 75,000 RNC Money Market Fund - 750 750 ----------------------------------------- TOTAL SHORT-TERM INVESTMENTS - 750 750 ----------------------------------------- RELATED PARTY MONEY MARKET FUND - 3.0% 22,317,901 5,068,031 27,385,932 First American Prime Obligations Fund (1) 22,318 5,068 27,386 ----------------------------------------- TOTAL RELATED PARTY MONEY MARKET FUND 22,318 5,068 27,386 ----------------------------------------- TOTAL INVESTMENTS - 100.6% ----------------------------------------- (Cost $863,762, $192,428 and $1,056,190, respectively) $ 716,117 $ 199,191 $ 915,308 ========================================= ADR American Depositary Receipt Cl Class * Non-income producing security (1) This money market fund is advised by U.S. Bancorp Asset Management, Inc., who also serves as advisor for this fund. (2) The First American Capital Growth Fund will be the accounting survivor. See Accompanying Notes to Pro Forma Financial Statements 11 FIRST AMERICAN LARGE CAP VALUE FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Large Cap Relative Large Cap Large Cap Relative Large Cap Value Fund Value Fund Value Fund Value Fund Value Fund Value Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ----------- COMMON STOCKS - 95.2% CONSUMER DISCRETIONARY - 8.1% 387,100 - 387,100 AOL Time Warner* $ 12,813 $ - $ 12,813 273,000 - 273,000 Federated Department Stores* 7,699 - 7,699 469,791 - 469,791 Ford Motor 8,151 - 8,151 116,400 - 116,400 Gannett 6,997 - 6,997 317,400 - 317,400 Gap 3,793 - 3,793 203,900 65,000 268,900 General Motors 8,747 2,789 11,536 - 50,000 50,000 Johnson Controls - 3,262 3,262 578,100 - 578,100 Liberty Media, Cl A 7,342 - 7,342 275,200 - 275,200 Lowe's* 8,710 - 8,710 529,800 - 529,800 McDonald's 14,379 - 14,379 231,400 - 231,400 McGraw Hill 13,467 - 13,467 261,100 - 261,100 Target 8,290 - 8,290 632,800 - 632,800 Walt Disney 11,783 - 11,783 - 100,000 100,000 Whirlpool - 5,535 5,535 ---------------------------------------- 112,171 11,586 123,757 ---------------------------------------- CONSUMER STAPLES - 7.6% 341,500 - 341,500 Albertson's 10,887 - 10,887 275,000 - 275,000 Coca-Cola 12,884 - 12,884 397,900 - 397,900 ConAgra Foods 8,933 - 8,933 307,600 - 307,600 Kimberly-Clark 19,071 - 19,071 308,900 - 308,900 Kraft Foods* 10,617 - 10,617 165,200 260,000 425,200 Procter & Gamble 12,025 18,925 30,950 - 350,000 - Philip Morris - 16,901 16,901 - 230,000 - Gillette - 6,854 6,854 ---------------------------------------- 74,417 42,680 117,097 ---------------------------------------- ENERGY - 10.1% 106,800 - 106,800 Anadarko Petroleum 5,135 - 5,135 - 114,800 114,800 BP PLC - 5,645 5,645 970,400 390,764 1,361,164 Exxon Mobil 38,234 15,396 53,630 430,400 - 430,400 Halliburton 9,705 9,705 239,900 - 239,900 Phillips Petroleum 12,940 - 12,940 440,300 156,000 596,300 Royal Dutch Petroleum, ADR 22,125 7,839 29,964 262,500 - 262,500 Schlumberger 11,996 - 11,996 248,300 - 248,300 Transocean Sedco Forex* 6,555 - 6,555 - 300,000 300,000 Texaco - 19,500 19,500 ---------------------------------------- 106,690 48,380 155,070 ---------------------------------------- FINANCIALS - 25.7% 482,800 - 482,800 Allstate 18,033 - 18,033 407,800 225,000 632,800 American Express 11,851 6,539 18,390 451,800 - 451,800 American International Group 35,240 35,240 - 243,230 243,230 AmSouth Bancorp - 4,395 4,395 375,300 70,000 445,300 Bank of America 21,917 4,088 26,005 - 300,000 300,000 Bank of New York - 10,500 10,500 350,600 - 350,600 Bank One 11,033 - 11,033 387,400 - 387,400 Charles Schwab 4,455 - 4,455 - 170,000 170,000 Cincinnati Financial - 7,075 7,075 917,302 430,000 1,347,302 Citigroup 37,151 17,415 54,566 400,100 - 400,100 Equity Office Properties 12,803 - 12,803 248,200 - 248,200 Fannie Mae 19,871 - 19,871 - 202,125 202,125 First Financial Bancorp - 3,135 3,135 - 165,000 165,000 First Tennessee National - 6,105 6,105 642,301 - 642,301 Fleet Boston Financial 23,605 - 23,605 178,500 - 178,500 Hartford Financial Services Group 10,485 - 10,485 547,100 - 547,100 JP Morgan Chase & Company 18,683 - 18,683 - 300,000 300,000 KeyCorp - 7,242 7,242 310,500 200,000 510,500 Mellon Financial 10,038 6,466 16,504 312,300 - 312,300 Morgan Stanley Dean Witter 14,475 - 14,475 - 115,000 115,000 National City - 3,444 3,444 - 160,000 160,000 North Fork Bancorp - 4,758 4,758 - 100,000 100,000 PNC Financial Services - 5,725 5,725 - 100,000 100,000 TCF Financial - 4,606 4,606 - 250,000 250,000 Union Planters - 10,725 10,725 315,600 - 315,600 Wachovia 9,784 - 9,784 335,000 - 335,000 Washington Mutual 12,891 - 12,891 362,500 100,000 462,500 Wells Fargo 16,113 4,445 20,558 ---------------------------------------- 288,428 106,663 395,091 ---------------------------------------- HEALTH CARE - 6.0% 488,700 115,000 603,700 Bristol-Myers Squibb 27,152 6,389 33,541 210,100 - 210,100 Guidant* 8,089 - 8,089 93,700 170,000 263,700 Merck 6,240 11,322 17,562 329,291 - 329,291 Pharmacia 13,356 - 13,356 - 200,000 200,000 American Home Products - 11,650 11,650 - 11,500 11,500 Zimmer Holdings - 319 319 - 135,000 135,000 GlaxoSmithKline ADR - 7,576 7,576 ---------------------------------------- 54,837 37,256 92,093 ---------------------------------------- INDUSTRIALS - 8.4% 124,200 - 124,200 Caterpillar 5,564 - 5,564 224,800 - 224,800 Delta Airlines 5,923 - 5,923 12 FIRST AMERICAN LARGE CAP VALUE FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Large Cap Relative Large Cap Large Cap Relative Large Cap Value Fund Value Fund Value Fund Value Fund Value Fund Value Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ----------- 96,600 - 96,600 Emerson Electric 4,546 - 4,546 141,500 - 141,500 First Data 8,244 - 8,244 164,900 - 164,900 General Dynamics 14,564 - 14,564 402,800 - 402,800 Masco 8,233 - 8,233 203,900 - 203,900 Minnesota Mining & Manufacturing 20,064 - 20,064 285,800 - 285,800 Tyco International 13,004 - 13,004 258,900 - 258,900 Union Pacific 12,142 - 12,142 286,500 - 286,500 United Technologies 13,322 - 13,322 - 450,000 450,000 General Electric - 16,740 16,740 - 240,625 240,625 Honeywell Int'l - 6,353 6,353 ---------------------------------------- 105,606 23,093 128,699 ---------------------------------------- INFORMATION TECHNOLOGY - 10.2% 432,200 - 432,200 Accenture 5,511 - 5,511 898,200 - 898,200 ADC Telecommunications* 3,135 - 3,135 509,300 - 509,300 Advanced Micro Devices* 4,151 - 4,151 632,200 - 632,200 Cisco Systems* 7,700 - 7,700 437,500 - 437,500 Compaq Computers 3,636 - 3,636 271,200 - 271,200 Computer Associates International 6,981 - 6,981 443,000 - 443,000 Dell Computer* 8,209 - 8,209 201,700 - 201,700 Electronic Data Systems 11,614 - 11,614 513,700 - 513,700 Hewlett-Packard 8,271 - 8,271 312,900 800,000 1,112,900 Intel 6,396 16,352 22,748 110,056 300,000 410,056 IBM 10,158 27,690 37,848 152,700 - 152,700 Micron Technology* 2,875 - 2,875 216,700 170,000 386,700 Microsoft* 11,089 8,699 19,788 670,500 - 670,500 Motorola 10,460 - 10,460 732,400 - 732,400 Nortel Networks 4,109 - 4,109 ---------------------------------------- 104,295 52,741 157,036 ---------------------------------------- MATERIALS - 4.9% 738,200 - 738,200 Alcoa 22,892 - 22,892 637,000 135,000 772,000 Dow Chemical 20,868 4,423 25,291 383,800 100,000 483,800 International Paper 13,356 3,480 16,836 170,000 - 170,000 Praxair 7,140 - 7,140 - 250,000 250,000 AK Steel Holdings - 2,113 2,113 ---------------------------------------- 64,256 10,016 74,272 ---------------------------------------- TELECOMMUNICATION SERVICES - 8.8% 611,100 350,000 961,100 AT&T 11,794 6,755 18,549 467,000 - 467,000 Bell South 19,404 - 19,404 570,026 - 570,026 SBC Communications 26,860 - 26,860 398,212 185,440 583,652 Verizon Communications 21,547 10,034 31,581 1,468,100 - 1,468,100 WorldCom* 22,080 - 22,080 - 800,000 800,000 Broadwing - 12,864 12,864 - 195,000 195,000 Vodafone Group, ADR - 4,282 4,282 ---------------------------------------- 101,685 33,935 135,620 ---------------------------------------- UTILITIES - 5.4% 412,000 200,000 612,000 Duke Power 15,594 7,570 23,164 180,200 - 180,200 El Paso 7,487 - 7,487 155,500 - 155,500 FPL Group 8,327 - 8,327 190,100 - 190,100 Public Service Enterprises 8,089 - 8,089 232,600 190,000 422,600 TXU 10,774 8,801 19,575 331,600 - 331,600 Xcel Energy 9,335 - 9,335 - 250,000 250,000 Cinergy - 7,718 7,718 ---------------------------------------- 59,606 24,089 83,695 ---------------------------------------- TOTAL COMMON STOCKS 1,071,991 390,439 1,462,430 ---------------------------------------- - RELATED PARTY MONEY MARKET FUND - 4.6% - 46,742,466 24,547,061 71,289,527 First American Prime Obligations Fund (1) 46,742 24,547 71,289 ---------------------------------------- TOTAL RELATED PARTY MONEY MARKET FUND 46,742 24,547 71,289 ---------------------------------------- TOTAL INVESTMENTS - 99.8% - ---------------------------------------- (Cost $1,206,095, $261,524 and $1,467,619, $1,118,733 $ 414,986 $ 1,533,719 respectively) ======================================== ADR American Depositary Receipt Cl Class * Non-income producing security (1) This money market fund is advised by U.S.Bancorp Asset Management, Inc., who also serves as advisor for this fund. (2) The First American Large Cap Value Fund will be the accounting survivor. See Accompanying Notes to Pro Forma Financial Statements 13 FIRST AMERICAN EQUITY INCOME FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Growth & Equity Equity Growth & Equity Equity Income Fund Income Fund Income Fund Income Fund Income Fund Income Fund Par/Shares Par/Shares Par/Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ----------- COMMON STOCKS - 97.7% CONSUMER DISCRETIONARY - 8.9% 502,100 - 502,100 AOL Time Warner* $ 16,620 $ - $ 16,620 41,300 - 41,300 Best Buy* 1,877 - 1,877 57,600 - 57,600 Clear Channel Communications* 2,290 - 2,290 146,900 - 146,900 Comcast, Cl A* 5,269 - 5,269 144,600 - 144,600 Costco Wholesale* 5,142 - 5,142 172,400 127,616 300,016 Ford Motor 2,991 2,214 5,205 151,600 - 151,600 Home Depot 5,817 - 5,817 14,400 - 14,400 Kohl's * 691 - 691 138,200 81,400 219,600 McGraw-Hill 8,043 4,737 12,780 175,200 - 175,200 Target 5,563 - 5,563 186,600 - 186,600 Toys "R" Us* 3,215 - 3,215 194,111 - 194,111 Viacom, Cl B 6,697 - 6,697 163,900 - 163,900 Wal-Mart Stores 8,113 - 8,113 157,600 - 157,600 Walt Disney 2,934 - 2,934 - 129,700 129,700 Maytag - 3,195 3,195 - 35,400 35,400 Omnicom Group - 2,297 2,297 - 35,000 35,000 Sherwin Williams - 778 778 - 23,700 23,700 Tribune Company - 2,138 2,138 ------------------------------------------- 75,262 15,359 90,621 ------------------------------------------- CONSUMER STAPLES - 9.0% 95,800 109,100 204,900 Anheuser-Busch 4,012 4,569 8,581 - 70,400 70,400 Avon - 3,256 3,256 40,300 - 40,300 Coca-Cola 1,888 - 1,888 - 48,700 48,700 Colgate Palmolive - 2,837 2,837 89,100 - 89,100 CVS 2,958 - 2,958 32,500 - 32,500 General Mills 1,479 - 1,479 - 22,500 22,500 Gillette - 671 671 - 30,000 30,000 HJ Heinz - 1,265 1,265 60,325 30,000 90,325 Kimberly-Clark 3,740 4,098 7,838 98,900 41,160 140,060 Kraft Foods* 3,399 1,415 4,814 269,960 118,900 388,860 PepsiCo 13,093 5,767 18,860 122,300 - 122,300 Philip Morris 5,906 - 5,906 - 30,000 30,000 Ralston-Ralston Purina - 984 984 305,325 - 305,325 Safeway* 12,128 - 12,128 - 193,200 193,200 Sara-Lee - 4,115 4,115 312,340 30,000 342,340 Sysco 7,977 766 8,743 172,600 - 172,600 Walgreen 5,943 - 5,943 ------------------------------------------- 62,523 29,743 92,266 ------------------------------------------- ENERGY - 9.3% 36,800 - 36,800 Anadarko Petroleum 1,769 - 1,769 96,700 - 96,700 Apache 4,158 - 4,158 - 93,096 BP - 4,578 4,578 18,900 38,820 57,720 Chevron 1,602 3,290 4,892 650,938 242,648 893,586 Exxon Mobil 25,647 9,560 35,207 - 10,000 10,000 Murphy Oil - 724 724 122,300 - 122,300 Nabors Industries* 2,565 - 2,565 102,800 27,000 129,800 Phillips Petroleum 5,545 1,456 7,001 - 10,000 - Precision Drilling - 211 211 - 179,200 - Royal Dutch Petroleum, ADR - 9,005 9,005 125,500 - 125,500 Schlumberger 5,735 - 5,735 110,800 - 110,800 Texaco 7,202 - 7,202 389,200 48,000 437,200 USX-Marathon 10,411 1,284 11,695 ------------------------------------------- 64,634 30,108 94,742 ------------------------------------------- FINANCIALS - 24.4% 72,800 - 72,800 AFLAC 1,966 - 1,966 54,300 - 54,300 Alliance Capital Management Holding 2,482 - 2,482 183,400 - 183,400 AMB Property 4,493 - 4,493 174,600 - 174,600 Ambac 9,552 - 9,552 106,200 109,000 215,200 American Express 3,086 3,168 6,254 244,950 - 244,950 American International Group 19,106 - 19,106 - 151,600 151,600 Archstone Communities - 3,957 3,957 67,600 75,824 143,424 Bank of America 3,948 4,428 8,376 170,600 106,500 277,100 Bank of New York 5,971 3,728 9,699 48,300 - 48,300 BB&T 1,761 - 1,761 33,000 - 33,000 Capital One Financial 1,519 - 1,519 118,600 - 118,600 Chubb 8,469 - 8,469 465,566 182,786 648,352 Citigroup 18,855 7,403 26,258 - 56,200 56,200 Comerica - 3,113 3,113 - 101,700 101,700 Crescent Real Estate - 2,181 2,181 - 195,172 195,172 Duke Realty - 4,624 4,624 - 26,600 26,600 Equity Residential Property Trust - 1,553 1,553 29,600 56,600 86,200 Fannie Mae 2,370 4,531 6,901 177,600 - 177,600 Federal Home Loan Mortgage 11,544 - 11,544 39,200 - 39,200 Fifth Third Bancorp 2,410 - 2,410 - 10,000 10,000 Hartford Financial - 587 587 - 115,700 115,700 Healthcare Realty Trust - 2,950 2,950 - 71,397 71,397 Household Int'l - 4,025 4,025 - 116,900 116,900 John Hancock Financial - 4,670 4,670 175,500 112,100 287,600 JP Morgan Chase & Company 5,993 3,828 9,821 - 31,600 31,600 Kimco Realty - 1,534 1,534 92,300 - 92,300 Legg Mason 3,670 - 3,670 - 122,550 122,550 Manufactured Home Communities - 3,728 3,728 119,800 - 119,800 Marsh & McLennan 11,585 - 11,585 - 46,000 46,000 MBNA - 1,393 1,393 192,500 160,200 352,700 Mellon Financial 6,224 5,179 11,403 206,400 - 206,400 Merrill Lynch 8,380 - 8,380 81,095 - 81,095 MGIC Investment 5,299 - 5,299 68,800 - 68,800 Morgan Stanley Dean Witter 3,189 - 3,189 - 47,000 47,000 National City - 1,408 1,408 66,050 - 66,050 Northern Trust 3,466 - 3,466 - 22,000 22,000 PNC Financial Services Group - 1,259 1,259 - 48,000 48,000 Prentiss Properties Trust - 1,320 1,320 14 FIRST AMERICAN EQUITY INCOME FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Growth & Equity Equity Growth & Equity Equity Income Fund Income Fund Income Fund Income Fund Income Fund Income Fund Par/Shares Par/Shares Par/Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ----------- - 137,200 137,200 Simon Property Group - 3,692 3,692 74,700 - 74,700 SouthTrust 1,902 - 1,902 - 82,610 82,610 St. Paul Companies - 3,405 3,405 - 34,000 34,000 Union Planters - 1,458 1,458 47,500 - 47,500 Washington Mutual 1,828 - 1,828 272,300 - 272,300 Wells Fargo 12,104 - 12,104 - 53,782 53,782 XL Capital Limited, Cl A - 4,249 4,249 - 68,600 68,600 Zions Bancorporation - 3,681 3,681 ------------------------------------------- 161,172 87,052 248,224 ------------------------------------------- HEALTH CARE - 11.1% - 36,000 36,000 Abbot Lab - 1,867 1,867 152,800 110,900 263,700 American Home Products 8,901 6,460 15,361 33,600 - 33,600 Amgen* 1,975 - 1,975 132,800 137,000 269,800 Baxter International 7,311 7,542 14,853 170,832 62,700 233,532 Bristol-Myers Squibb 9,491 3,484 12,975 79,900 - 79,900 Eli Lilly 6,448 - 6,448 24,900 - 24,900 Genentech* 1,096 - 1,096 149,200 - 149,200 HCA - The Healthcare Company 6,611 - 6,611 114,600 105,600 220,200 Johnson & Johnson 6,349 5,850 12,199 42,800 - 42,800 Medtronic 1,862 - 1,862 137,400 32,200 169,600 Merck & Company 9,151 2,145 11,296 271,800 84,300 356,100 Pfizer 10,899 3,380 14,279 - 26,000 26,000 Pharmacia - 1,055 1,055 - 1,597,000 1,597,000 Protein Design Labs* - 1,489 1,489 - 54,200 54,200 Schering Plough - 2,011 2,011 58,200 - 58,200 Wellpoint Health Networks* 6,353 - 6,353 17,083 6,270 23,353 Zimmer Holdings* 474 174 648 ------------------------------------------- 76,921 35,457 112,378 ------------------------------------------- INDUSTRIALS - 10.2% 150,700 - 150,700 Automatic Data Processing 7,089 - 7,089 34,804 - 34,804 Avery Dennison 1,647 - 1,647 27,800 - 27,800 Boeing 931 - 931 - 42,750 42,750 Caterpillar - 1,915 1,915 - 77,400 77,400 Deere - 2,911 2,911 257,800 169,900 427,700 Ecolab 9,366 6,172 15,538 - 26,000 26,000 First Data - 1,515 1,515 127,200 - 127,200 General Dynamics 11,234 - 11,234 376,900 119,400 496,300 General Electric 14,021 4,442 18,463 92,100 152,200 244,300 Honeywell International 2,431 4,032 6,463 - 176,500 176,500 Knightsbridge Tanker - 3,091 3,091 - 53,000 53,000 Minnesota Mining & Manufacturing - 5,215 5,215 - 73,900 73,900 Parker Hannifin - 2,535 2,535 316,700 - 316,700 Tyco International 14,410 - 14,410 49,950 76,700 126,650 United Parcel Service, Cl B 2,596 3,978 6,574 - 48,700 48,700 United Technologies - 2,264 2,264 58,700 - 58,700 Waste Management 1,570 - 1,570 ------------------------------------------- 65,295 38,070 103,365 ------------------------------------------- INFORMATION TECHNOLOGY - 9.3% 34,500 - 34,500 Adobe Systems 827 - 827 29,300 - 29,300 Analog Devices* 958 - 958 119,200 - 119,200 Applied Materials* 3,390 - 3,390 202,600 - 202,600 Cisco Systems* 2,468 - 2,468 32,200 - 32,200 Corning 284 - 284 319,700 - 319,700 Dell Computer* 5,924 - 5,924 83,800 85,700 169,500 Electronic Data Systems 4,274 4,935 9,209 103,900 - 103,900 Flextronics International* 1,719 - 1,719 364,600 - 364,600 Intel 7,452 - 7,452 92,500 55,730 148,230 IBM 8,538 5,144 13,682 83,100 - 83,100 Lexmark International Group, Cl A* 3,715 - 3,715 139,100 - 139,100 Micron Technology* 2,619 - 2,619 203,500 - 203,500 Microsoft* 10,413 - 10,413 63,300 - 63,300 Millipore 3,351 - 3,351 276,900 - 276,900 Motorola 4,320 - 4,320 101,500 - 101,500 Network Appliance* 690 - 690 57,600 - 57,600 Nortel Networks 323 - 323 17,800 - 17,800 Novellus Systems* 508 - 508 177,000 - 177,000 Oracle Systems* 2,227 - 2,227 19,100 - 19,100 Siebel Systems* 248 - 248 108,150 - 108,150 Sun Microsystems* 894 - 894 319,000 - 319,000 SunGard Data Systems* 7,455 - 7,455 290,900 - 290,900 Texas Instruments 7,266 - 7,266 39,600 - 39,600 Xilinx* 932 - 932 - 16,000 16,000 Alcatel - 186 186 - 188,300 188,300 Hewlett-Packard - 2,995 2,995 ------------------------------------------- 80,795 13,260 94,055 ------------------------------------------- 15 FIRST AMERICAN EQUITY INCOME FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined Combined First First American First American First American First American First American American Growth & Equity Equity Growth & Equity Equity Income Fund Income Fund Income Fund Income Fund Income Fund Income Fund Par/Shares Par/Shares Par/Shares(2) Description at Value at Value at Value(2) - -------------- -------------- -------------- ---------------------------------------- -------------- -------------- ----------- MATERIALS - 2.7% 105,400 - 105,400 Alcoa 3,268 - 3,268 189,100 - 189,100 Pharmacia 7,205 - 7,205 202,900 - 202,900 Praxair 8,522 - 8,522 - 62,400 62,400 Dow Chemical - 2,044 2,044 - 66,000 66,000 DuPont De Nemours & Co - 2,476 2,476 - 135,150 135,150 Lyondell Chemical - 1,547 1,547 - 62,800 62,800 Weyerhaeuser - 3,059 3,059 ------------------------------------------- 18,995 9,126 28,121 ------------------------------------------- TELECOMMUNICATION SERVICES - 7.3% 91,400 - 91,400 ALLTELL 5,297 - 5,297 83,000 - 83,000 Bell South 3,449 - 3,449 196,000 92,400 288,400 Qwest Communications* 3,273 1,532 4,805 228,900 173,900 402,800 SBC Communications 10,786 8,194 18,980 185,000 101,300 286,300 Sprint 4,442 2,432 6,874 138,400 - 138,400 Sprint (PCS Group)* 3,638 - 3,638 342,500 168,680 511,180 Verizon Communications 18,532 9,127 27,659 - 4,850,000 4,850,000 Nextel Communications - 3,019 3,019 ------------------------------------------- 49,417 24,304 73,721 ------------------------------------------- UTILITIES - 5.5% 100,200 10,900 111,100 Constellation Energy 2,425 264 2,689 322,800 48,000 370,800 Duke Power 12,218 1,817 14,035 177,900 - 177,900 Dynegy 6,164 - 6,164 213,300 - 213,300 Enron 5,808 - 5,808 157,000 - 157,000 Exelon 7,002 - 7,002 49,300 119,100 168,400 Reliant Resources* 799 3,135 3,934 114,625 - 114,625 Williams 3,129 - 3,129 - 30,000 30,000 Cinergy - 926 926 - 90,000 90,000 Consolidation Edison - 3,665 3,665 - 10,698 10,698 El Paso - 445 445 - 52,000 52,000 National Fuel Gas - 1,198 1,198 - 239,800 239,800 Xcel Energy - 6,750 6,750 ------------------------------------------- 37,545 18,200 55,745 ------------------------------------------- TOTAL COMMON STOCKS 692,559 300,679 993,238 ------------------------------------------- CONVERTIBLE PREFERRED STOCK - 0.4% 141,400 - 141,400 Enron 3,754 - 3,754 ------------------------------------------- TOTAL CONVERTIBLE PREFERRED STOCK 3,754 - 3,754 ------------------------------------------- CONVERTIBLE CORPORATE BONDS - 0.2% Ciena $ 1,190 $ - $ 1,190 3.750%, 02/01/080 707 - 707 Corning - $ 2,872 $ - $ 2,872 0.000%, 11/08/15* 1,591 - 1,591 ------------------------------------------- TOTAL CONVERTIBLE CORPORATE BONDS 2,298 - 2,298 ------------------------------------------- RELATED PARTY MONEY MARKET FUND - 3.1% 13,858,802 17,605,502 31,464,304 First American Prime Obligations Fund (1) 13,859 17,606 31,465 ------------------------------------------- TOTAL RELATED PARTY MONEY MARKET FUND 13,859 17,606 31,465 ------------------------------------------- TOTAL INVESTMENTS - 101.4% $ 712,470 $ 318,285 $ 1,030,755 =========================================== (Cost $690,577, $233,537 and $924,114, respectively) ADR American Depositary Receipt Cl Class * Non-income producing security (1) This money market fund is advised by U.S. Bancorp Asset Management, Inc., who also serves as advisor for this fund. (2) The First American Equity Income Fund will be the accounting survivor. See Accompanying Notes to Pro Forma Financial Statements 16 FIRST AMERICAN TECHNOLOGY FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined First American Combined First American First Science & First American Science & American First American Technology Technology First American Technology Technology Technology Fund Fund Fund Technology Fund Fund Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - --------------- -------------- -------------- ---------------------------------------- --------------- -------------- ----------- COMMON STOCKS - 97.2% CONSUMER DURABLES & APPAREL - 1.4% 64,000 - 64,000 Sony, ADR $ 2,125 $ - $ 2,125 ------------------------------------------- MEDIA - 3.9% 173,000 - 173,000 AOL Time Warner* 5,726 - 5,726 ------------------------------------------- RETAILING - 1.0% 32,650 - 32,650 eBay* 1,494 - 1,494 ------------------------------------------- HEALTH CARE EQUIPMENT & SERVICES - 0.3% - 9,000 9,000 Medtronic - 392 392 ------------------------------------------- PHARMACEUTICALS & BIOTECHNOLOGY - 3.5% - 6,200 6,200 Abgenix* - 141 141 - 11,900 11,900 Amgen* - 699 699 - 2,900 2,900 Andrx* - 188 188 - 6,200 6,200 Bristol-Myers Squibb - 345 345 - 5,800 5,800 Eli Lilly - 468 468 - 10,400 10,400 Genetech* - 458 458 - 6,800 6,800 Genzyme* - 309 309 - 7,900 7,900 IDEC Pharmaceuticals* - 392 392 - 10,600 10,600 Ivax* - 235 235 - 4,600 4,600 King Pharmaceuticals* - 193 193 - 7,000 7,000 MedImmune* - 249 249 - 3,900 3,900 Merck - 260 260 - 10,000 10,000 Millennium Pharmaceuticals* - 178 178 - 9,800 9,800 Pfizer - 393 393 - 10,900 10,900 Pharmacia - 442 442 - 24,200 24,200 Praecis Pharmaceuticals* - 90 90 - 2,800 2,800 Protein Design Labs* - 132 132 ------------------------------------------- - 5,172 5,172 ------------------------------------------- CAPITAL GOODS - 0.4% - 7,000 7,000 General Dynamics - 618 618 ------------------------------------------- - TECHNOLOGY HARDWARE & EQUIPMENT 52.9% - 50,200 - 50,200 Advanced Fibre Communications* 733 - 733 506,900 - 506,900 Agere Systems* 2,094 - 2,094 50,250 38,300 88,550 Alpha Industries* 973 742 1,715 - 26,800 26,800 Analog Devices* - 876 876 146,250 61,000 207,250 Applied Micro Circuits* 1,022 426 1,448 - 65,000 65,000 AXT* - 689 689 61,050 12,500 73,550 Broadcom* 1,239 254 1,493 205,150 36,900 242,050 Brocade Communications Systems* 2,878 518 3,396 46,200 - 46,200 Celestica* 1,261 - 1,261 76,100 - 76,100 Centillium Communications* 461 - 461 86,200 - 86,200 Ciena* 887 - 887 380,750 95,600 476,350 Cisco Systems* 4,638 1,164 5,802 - 8,700 8,700 Comverse Technology* - 178 178 - 26,400 26,400 Corning - 233 233 - 9,900 9,900 Cree* - 146 146 - 11,300 11,300 Cypress Semi-Conductor* - 168 168 81,300 40,200 121,500 Dell Computer* 1,507 745 2,252 - 30,100 30,100 EMC* - 354 354 58,450 73,300 131,750 Emcore* 500 627 1,127 - 24,000 24,000 Emulex* - 228 228 557,900 - 557,900 Ericsson, ADR 1,947 - 1,947 77,750 - 77,750 Exfo Electro-Optical Engineering* 700 - 700 31,500 - 31,500 Genesis Microchip* 886 - 886 - 8,200 8,200 IBM - 757 757 40,000 - 40,000 Integrated Circuit System* 511 - 511 - 15,600 15,600 Integrated Device Technologies* - 314 314 50,900 49,300 100,200 Intel 1,040 1,008 2,048 67,720 - 67,720 Intergraph* 606 - 606 - 42,800 42,800 JDS Uniphase* - 271 271 45,900 28,800 74,700 Juniper Networks* 445 279 724 - 12,000 12,000 KLA-Tencor* - 379 379 132,500 - 132,500 Lantronix* 808 - 808 19,050 - 19,050 Linear Technology 625 - 625 107,600 - 107,600 McDATA* 903 - 903 71,450 41,700 113,150 Micron Technology* 1,345 785 2,130 312,850 - 312,850 Motorola 4,880 - 4,880 179,450 - 179,450 Multilink Technology* 928 - 928 123,000 - 123,000 Mykrolis* 1,103 - 1,103 37,700 - 37,700 National Semiconductor* 831 - 831 - 41,000 41,000 Network Appliance* - 279 279 17 FIRST AMERICAN TECHNOLOGY FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined First American Combined First American First Science & First American Science & American First American Technology Technology First American Technology Technology Technology Fund Fund Fund Technology Fund Fund Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - --------------- -------------- -------------- ---------------------------------------- --------------- -------------- ----------- 137,700 18,000 155,700 Nokia, ADR, Cl A 2,155 282 2,437 801,550 40,700 842,250 Nortel Networks 4,497 228 4,725 - 20,900 20,900 Novellus Systems* - 597 597 94,300 - 94,300 O2Micro International* 1,240 - 1,240 - 31,500 31,500 ONI Systems* - 127 127 213,727 - 213,727 Palm* 312 - 312 61,500 - 61,500 PMC-Sierra* 632 - 632 83,200 - 83,200 Powerwave Technologies* 992 - 992 - 10,900 10,900 Qlogic* - 207 207 97,900 16,200 114,100 QUALCOMM* 4,654 770 5,424 59,950 - 59,950 Research In Motion* 964 964 81,000 50,100 131,100 RF Micro Devices* 1,345 832 2,177 95,000 - 95,000 Sanmina* 1,290 1,290 - 12,300 12,300 Scientific - Atlanta - 216 216 88,000 27,700 115,700 Sonus Networks* 264 83 347 179,800 - 179,800 StorageNetworks* 712 - 712 - 75,497 75,497 Sun Microsystems* - 624 624 323,260 - 323,260 Taiwan Semiconductor Manufacturing SP, ADR* 3,068 - 3,068 89,150 - 89,150 Tellium* 440 - 440 - 46,000 46,000 Texas Instruments 1,149 1,149 273,298 - 273,298 United Microelectronics, ADR 1,454 - 1,454 101,900 - 101,900 UTStarcom* 1,656 - 1,656 - 37,700 37,700 Vitesse Semiconductor* - 292 292 - 13,100 13,100 Xilinx* - 308 308 ------------------------------------------- 61,426 17,135 78,561 ------------------------------------------- TELECOMMUNICATION SERVICES - 7.0% 12,950 - 12,950 Airgate PCS* 575 - 575 185,350 - 185,350 Allegiance Telecommunications* 558 - 558 75,750 - 75,750 American Tower* 1,052 - 1,052 326,550 - 326,550 Global Crossing* 588 - 588 135,000 - 135,000 Qwest Communications International 2,255 - 2,255 92,700 15,500 108,200 Sprint* 2,437 408 2,845 102,150 - 102,150 Time Warner Telecommunications, Cl A* 741 - 741 22,250 - 22,250 Triton PCS Holdings* 846 - 846 685 - 685 WorldCom - MCI Group* 10 - 10 17,142 31,200 48,342 WorldCom - Worldcom Group* 258 469 727 - 12,400 12,400 Broadwing - 199 199 ------------------------------------------- 9,320 1,076 10,396 ------------------------------------------- SOFTWARE & SERVICES - 26.8% 93,400 - 93,400 Actuate Software* 391 - 391 - 17,700 17,700 Adobe Systems - 424 424 46,150 - 46,150 Ariba* 86 - 86 - 64,000 64,000 BEA Systems* - 614 614 97,900 35,000 132,900 Check Point Software Technologies* 2,156 771 2,927 - 30,500 30,500 Citrix Systems* - 604 604 - 22,200 22,200 Computer Sciences* - 736 736 36,200 - 36,200 Earthlink* 551 - 551 54,200 - 54,200 Electronic Data Systems 3,121 - 3,121 466,500 - 466,500 Internap Network Services* 467 - 467 183,850 - 183,850 Liberate Technologies* 1,831 - 1,831 46,500 18,200 64,700 Mercury Interactive* 885 347 1,232 41,700 - 41,700 Micromuse* 237 - 237 126,950 17,500 144,450 Microsoft* 6,496 895 7,391 23,450 - 23,450 Netiq* 534 - 534 - 56,500 56,500 Nuance Communications* - 367 367 - 32,200 32,200 NVIDIA* - 885 885 99,450 25,157 124,607 Openwave System* 1,268 321 1,589 217,250 - 217,250 Oracle* 2,733 - 2,733 - 15,400 15,400 PeopleSoft* - 278 278 89,900 - 89,900 Precise Software Solutions* 993 - 993 - 57,300 57,300 Rational Software* - 496 496 24,450 - 24,450 SAP AG 634 - 634 112,400 48,000 160,400 Siebel Systems* 1,462 625 2,087 79,700 - 79,700 Stellent* 1,148 - 1,148 20,550 - 20,550 Synopsys* 824 - 824 317,600 - 317,600 Tricord Systems* 172 - 172 173,400 - 173,400 UAXS Global Holdings* 128 - 128 - 4,900 4,900 VeriSign* - 205 205 127,100 36,300 163,400 VERITAS Software* 2,344 669 3,013 357,050 - 357,050 Vignette* 1,264 - 1,264 377,500 - 377,500 Vitria Technology* 774 - 774 123,500 - 123,500 Yahoo* 1,088 - 1,088 ------------------------------------------- 31,587 8,237 39,824 ------------------------------------------- TOTAL COMMON STOCKS 111,678 32,630 144,308 ------------------------------------------- 18 FIRST AMERICAN TECHNOLOGY FUND PRO FORMA SCHEDULE OF INVESTMENTS IN SECURITIES SEPTEMBER 30, 2001 (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED) (PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS) Pro Forma Pro Forma Combined First American Combined First American First Science & First American Science & American First American Technology Technology First American Technology Technology Technology Fund Fund Fund Technology Fund Fund Fund Shares Shares Shares(2) Description at Value at Value at Value(2) - --------------- -------------- -------------- ---------------------------------------- --------------- -------------- ----------- RELATED PARTY MONEY MARKET FUND - 2.4% 746,146 2,881,835 3,627,981 First American Prime Obligations Fund (1) 746 2,881 3,627 ------------------------------------------- TOTAL RELATED PARTY MONEY MARKET FUND 746 2,881 3,627 ------------------------------------------- TOTAL INVESTMENTS - 99.6% (Cost $263,486, $62,188 and $325,674, respectively) $ 112,424 $ 35,511 $ 147,935 =========================================== ADR American Depositary Receipt Cl Class * Non-income producing security (1) This money market fund is advised by U.S. Bancorp Asset Management, Inc., who also serves as advisor for this fund. (2) The First American Technology Fund will be the accounting survivor. See Accompanying Notes to Pro Forma Financial Statements 19 FIRST AMERICAN INVESTMENT FUNDS, INC. NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF COMBINATION The unaudited pro forma statements of assets and liabilities, statements of operations, and schedules of investments in securities reflect the accounts of eight investment portfolios offered by First American Investment Funds, Inc. (the "Funds") as if the proposed reorganizations occurred as of and for the year ended September 30, 2001. These statements have been derived from books and records utilized in calculating daily net asset values at September 30, 2001. Below are the Funds included in the proposed reorganizations. The Funds listed in the Surviving Funds column indicates which Fund will be the accounting survivor of the reorganizations. ---------------------------- --------------------------- ------------------------- ACQUIRED FUNDS ACQUIRING FUNDS SURVIVING FUNDS ---------------------------- --------------------------- ------------------------- Capital Growth Fund Large Cap Growth Fund Capital Growth Fund ---------------------------- --------------------------- ------------------------- Relative Value Fund Large Cap Value Fund Large Cap Value Fund ---------------------------- --------------------------- ------------------------- Growth & Income Fund Equity Income Fund Equity Income Fund ---------------------------- --------------------------- ------------------------- Science & Technology Fund Technology Fund Technology Fund ---------------------------- --------------------------- ------------------------- The Plan of Reorganization provides that at the time the reorganization becomes effective (the "Effective Time of the Reorganization"), substantially all of the assets and liabilities of the acquired funds will be transferred such that at and after the Effective Time of Reorganization, substantially all of the assets and liabilities of the acquired funds will become assets and liabilities of the acquiring funds. In exchange for the transfer of assets and liabilities, the acquiring funds will issue to the acquired funds full and fractional shares of the designated classes of the acquiring funds, and the acquired funds will make a liquidating distribution of such shares to its shareholders. The number of shares of the acquiring funds so issued will be in equal value to the full and fractional shares of the acquired funds that are outstanding immediately prior to the Effective Time of Reorganization. At and after the Effective Time of Reorganization, all debts, liabilities and obligations of the acquired funds will attach to the acquiring funds and may thereafter be enforced against the acquiring funds to the same extent as if they had been incurred by them. The pro forma statements give effect to the proposed transfer described above. Under the purchase method of accounting for business combinations under accounting principles generally accepted in the United States, the basis on the part of the acquiring funds of the assets of the acquired funds will be the fair market value of such on the closing date of the transaction. The acquiring funds will recognize no gain or loss for federal tax purposes on its issuance of shares in the reorganization, and the basis to the acquiring funds of the assets of the acquired funds received pursuant to the reorganization will equal the fair market value of the consideration furnished, and costs incurred, by the acquiring funds in the reorganization - i.e., the sum of the liabilities assumed, the fair market value of the acquiring funds' shares issued, and such costs. For accounting purposes, the Surviving Funds are the survivor of this reorganization. The pro forma statements reflect the combined results of operations of the acquired and acquiring funds. However, should such reorganization be effected, the statements of operations of the acquiring funds will not be restated for precombination period results of the corresponding acquired funds. 20 The pro forma statements of assets and liabilities, statements of operations, and schedules of investments in securities should be read in conjunction with the historical financial statements of the First American Investment Funds, Inc. incorporated by reference in the Statement of Additional Information. The Funds are each separate series of the First American Investment Funds, Inc., which are registered as open-end management investment companies under the Investment Company Act of 1940. 2. SERVICE PROVIDERS U.S. Bancorp Asset Management, Inc. (the "Advisor"), a subsidiary of U.S. Bank National Association ("U.S. Bank"), will serve as the combined Funds' investment advisor. U.S. Bancorp Asset Management, Inc. and U.S. Bancorp Fund Services, LLC (the "Co-administrators") will serve as the co-administrators to the Funds. US Bancorp Fund Services, LLC will serve as the transfer agent to the Funds. U.S. Bank will serve as the custodian to the Funds. 3. SHARE CLASSES AND FEES The Funds have multiple classes of shares which have identical rights and privileges except with respect to fees paid under shareholder servicing and/or distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares. Class A shares are subject to a front-end sales charge. Class B shares are subject to a CDSC. Class C shares are subject to a front-end sales charge and a CDSC. Class S shares are offered only through banks and other financial institutions that have entered into sales agreements with the funds' distributor. Class Y shares are offered only to qualifying institutional investors and are not subject to a front-end sales charge or CDSC. More information on the classes of shares offered can be found in the Combined Proxy Statement/Prospectus. Under the terms of the investment advisory agreement, the advisor is entitled to receive fees computed at an annual rate of 0.65% of the average daily net assets of the Large Cap Growth, Capital Growth, Large Cap Value, Relative Value, Equity Income, and Growth & Income Funds and an annual rate of 0.70% of the average daily net assets of the Science & Technology and Technology Funds. Such fees are accrued daily and paid monthly. Under the terms of the administration agreement, the co-administrators are entitled to receive for each Fund an administration fee computed at an annual rate of up to 0.25% of the average daily net assets, plus out of pocket expenses. Such fees are accrued daily and paid monthly. 4. PRO FORMA ADJUSTMENTS AND PRO FORMA COMBINED COLUMNS The pro forma adjustments and pro forma combined columns of the statements of operations reflect the adjustments necessary to show expenses and waivers at the rates which would have been in effect as if the reorganizations occurred on October 1, 2000. The pro forma statements of assets and liabilities and schedules of investments give effect to the proposed combination as if the reorganizations had occurred at September 30, 2001. 21 5. PORTFOLIO VALUATION, SECURITIES TRANSACTIONS AND RELATED INCOME Securities are valued at market value. Short-term investments maturing in 60 days or less are valued at amortized cost, which approximates market value. Security transactions are accounted for on a trade date basis. Net realized gains or losses from sales of securities are determined by comparing the net sale proceeds to an identified cost basis. Interest income and expenses are recognized on the accrual basis. Dividends are recorded on the ex-dividend date or as soon as information is available to the Funds. Discounts are accreted and premiums are amortized on fixed income securities over the life of the respective security. Discounts are accreted and premiums are amortized on securities with put provisions to the earlier of the put or maturity date. 6. CAPITAL SHARES The pro forma net asset values per share assume the issuance of shares of the Surviving Funds, which would have occurred at September 30, 2001, in connection with the proposed reorganization. 7. MERGER COSTS All costs associated with the Reorganization will be paid by U.S. Bancorp Asset Management, Inc. 22 [LOGO] FIRST AMERICAN FUNDS(TM) JANUARY 28, 2002 PROSPECTUS FIRST AMERICAN INVESTMENT FUNDS, INC. ASSET CLASS -- STOCK FUNDS LARGE CAP FUNDS CLASS A, CLASS B, AND CLASS C SHARES BALANCED FUND CAPITAL GROWTH FUND EQUITY INCOME FUND GROWTH & INCOME FUND LARGE CAP CORE FUND LARGE CAP GROWTH FUND LARGE CAP VALUE FUND RELATIVE VALUE 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 - -------------------------------------------------------------------------------- Balanced Fund 2 - -------------------------------------------------------------------------------- Capital Growth Fund 5 - -------------------------------------------------------------------------------- Equity Income Fund 8 - -------------------------------------------------------------------------------- Growth & Income Fund 10 - -------------------------------------------------------------------------------- Large Cap Core Fund 13 - -------------------------------------------------------------------------------- Large Cap Growth Fund 15 - -------------------------------------------------------------------------------- Large Cap Value Fund 18 - -------------------------------------------------------------------------------- Relative Value Fund 21 - -------------------------------------------------------------------------------- POLICIES & SERVICES - -------------------------------------------------------------------------------- Buying Shares 24 - -------------------------------------------------------------------------------- Selling Shares 28 - -------------------------------------------------------------------------------- Managing Your Investment 30 - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Management 31 - -------------------------------------------------------------------------------- More About The Funds 32 - -------------------------------------------------------------------------------- Financial Highlights 35 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Back Cover - -------------------------------------------------------------------------------- Fund Summaries INTRODUCTION This section of the prospectus describes the objectives of the First American Large Cap Funds, summarizes the main investment strategies used by each fund in trying to achieve its objectives, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the 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. 1 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries BALANCED FUND - -------------------------------------------------------------------------------- OBJECTIVE Balanced Fund's objective is to maximize total return (capital appreciation plus income). - -------------------------------------------------------------------------------- MAIN 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 its net assets, plus the amount of any borrowings for investment purposes) in common stocks that the advisor believes exhibit the potential for superior growth based on factors such as: o strong competitive position. o strong management. o sound financial condition. Up to 25% of the equity portion of the fund may be invested in securities of foreign issuers that are either listed on a U.S. stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. 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) including zero coupon bonds; mortgage- and asset-backed securities; and corporate debt obligations. 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's debt securities will be rated investment grade at the time or purchase or, if unrated, determined to be of comparable quality by the fund's advisor. At least 65% of these securities will be either U.S. government securities or securities that have received at least an A or equivalent rating. The fund may invest up to 15% of the debt portion of its portfolio in foreign securities payable in United States dollars. Under normal market conditions the fund attempts to maintain a weighted average effective maturity for its portfolio securities of 15 years or less and an average effective duration of three to eight years. The fund's weighted average effective maturity and average effective duration are measures of how the fund may react to interest rate changes. To generate additional income, the fund may invest up to 25% of total 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. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, value stocks, growth stocks, and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. One measure of interest rate risk is effective duration, explained in "More About The Funds -- Investment Strategies". INCOME RISK. The fund's income could decline due to falling market interest rates. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. CALL RISK. During periods of falling interest rates, a bond issuer may "call" -- or repay -- its high-yielding bonds before their maturity date. The fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the fund's income. RISKS OF MORTGAGE- AND ASSET-BACKED SECURITIES. Falling interest rates could cause faster than expected prepayments of the obligations underlying mortgage- and asset-backed securities, which the fund would have to invest at lower interest rates. On the other hand, rising interest rates could cause prepayments of the obligations to decrease, extending the life of mortgage- and asset-backed securities with lower interest rates. RISKS OF DOLLAR ROLL TRANSACTIONS. The use of mortgage dollar rolls could increase the volatility of the fund's share price. It could also diminish the fund's investment performance if the advisor does not predict mortgage prepayments and interest rates correctly. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. 2 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries BALANCED FUND CONTINUED RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance for Class A and Class B shares over different time periods to that of the fund's benchmark indices, which are broad measures of market performance. No information is presented for Class C shares because those shares were not offered for a full calendar year. The fund's performance reflects sales charges and fund expenses; the benchmarks are unmanaged, have no expenses and are unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, performance would be reduced. 3 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries BALANCED FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 12.31% 17.22% 16.20% 4.02% 7.38% -8.58% - -------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending September 30, 1998 14.02% Worst Quarter: Quarter ending September 30, 2001 (9.94)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) - -------------------------------------------------------------------------------------------------------------- Balanced Fund (Class A) 1/9/95 (13.61)% 5.63% 9.36% N/A - -------------------------------------------------------------------------------------------------------------- Balanced Fund (Class B) 3/1/99 (13.79)% N/A N/A 0.96% - -------------------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 15.69% (1.41)% - -------------------------------------------------------------------------------------------------------------- Lehman Aggregate Bond Index(3) 8.42% 7.42% 8.17% 7.03% - -------------------------------------------------------------------------------------------------------------- (1)On 9/24/01, First American Balanced Fund combined with Firstar Balanced Growth Fund and Firstar Balanced Income Fund. Performance history prior to 9/24/01 represents that of Firstar Balanced Growth Fund. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index for Class A and Class B shares is calculated from 1/31/95 and 2/28/99, respectively. (3)An unmanaged index composed of the Lehman Government/Credit Bond Index, the Lehman Mortgage Backed Securities Index and the Lehman Asset Backed Securities Index. The Lehman Government/Credit Bond Index is comprised of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities, and investment grade corporate debt securities. The Lehman Mortgage Backed Securities Index is comprised of the mortgage-backed pass through securities of Ginnie Mae, Fannie Mae and Freddie Mac. The Lehman Asset Backed Index is comprised of debt securities rated investment grade or higher that are backed by credit card, auto and home equity loans. The since inception performance of the index for Class A and Class B shares is calculated from 1/31/95 and 2/28/99, respectively. - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - -------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - -------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.32% 0.32% 0.32% Total Annual Fund Operating Expenses 1.22% 1.97% 1.97% Waiver of Fund Expenses(5) (0.17)% (0.17)% (0.17)% NET EXPENSES(5) 1.05% 1.80% 1.80% - -------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.05%, 1.80% and 1.80%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ------------------------------------------------------------------------------------------------------------------- 1 year $651 $683 $183 $381 $281 3 years $900 $1,001 $601 $695 $695 5 years $1,167 $1,245 $1,045 $1,135 $1,135 10 years $1,930 $2,082 $2,082 $2,356 $2,356 4 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries CAPITAL GROWTH FUND - -------------------------------------------------------------------------------- OBJECTIVE Capital Growth Fund's objective is to maximize long-term after-tax returns. Effective April 1, 2002, Capital Growth Fund's objective is to maximize long-term returns. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Capital Growth Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that have market capitalizations of at least $5 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to minimize income distributions and distributions of realized short-term gains (taxed as ordinary income). Among the main strategies used in the tax-efficient management of the fund are the following: o investing primarily in lower-yielding growth stocks to minimize taxable dividend income. o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains. o selling stocks trading below cost to realize losses (when appropriate) in order to offset realized capital gains that would otherwise have to be distributed to shareholders. o selling the highest-cost shares when selling appreciated stocks, in order to minimize realized capital gains. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (including derivative instruments such as purchased put options, equity collars, equity swaps, covered short sales, and the purchase or sale of stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class B shares has varied from year to year. The performance of Class A shares will be higher than Class B shares due to their lower expenses. The performance of Class C shares will be similar to Class B shares due to their similar expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance for Class A and Class B shares over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. No information is presented for Class C shares because those shares were not offered for a full calendar year. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 5 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries CAPITAL GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class B)(1) [BAR CHART] 27.37% 23.35% 25.28% 28.05% 25.42% -12.15% -24.66% - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 23.49% Worst Quarter: Quarter ending March 31, 2001 (20.15)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) - --------------------------------------------------------------------------------------------------------------- Capital Growth Fund (Class A) 3/31/00 (28.23)% N/A (25.40)% N/A - --------------------------------------------------------------------------------------------------------------- Capital Growth Fund (Class B) 12/12/94 (28.42)% 5.58% N/A 11.58% - --------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index(2) (20.42)% 8.27% (27.02)% 14.07% - --------------------------------------------------------------------------------------------------------------- Standard & Poor's/BARRA 500 Growth Index(3) (12.70)% 11.09% (21.54)% 16.40% - --------------------------------------------------------------------------------------------------------------- (1)On 9/24/01, the Capital Growth Fund became the successor by merger to the Firstar Large Cap Growth Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Growth Fund. The Firstar Large Cap Growth Fund was organized on 12/11/00 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (2)The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's/BARRA 500 Growth Index as a benchmark. Going forward, the fund will use the Russell 1000 Growth Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index for Class A and Class B shares is calculated from 3/31/00 and 12/31/94, respectively. (3)The Standard & Poor's/BARRA 500 Growth Index is an unmanaged market capitalization weighted index comprised of the stocks in the Standard & Poor's 500 Composite Index with the highest valuations and, in the adviser's view, the greatest growth opportunities. The since inception performance of the indices for Class A and Class B shares is calculated from 3/31/00 and 12/31/94, respectively. 6 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries CAPITAL GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - ---------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - ---------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ---------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.34% 0.34% 0.34% Total Annual Fund Operating Expenses 1.24% 1.99% 1.99% Waiver of Fund Expenses(5) (0.09)% (0.09)% (0.09)% NET EXPENSES(5) 1.15% 1.90% 1.90% - ---------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - -------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $913 $1,015 $615 $709 $709 5 years $1,185 $1,263 $1,063 $1,153 $1,153 10 years $1,959 $2,112 $2,112 $2,385 $2,385 7 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries EQUITY INCOME FUND - -------------------------------------------------------------------------------- OBJECTIVE Equity Income Fund's objective is long-term growth of capital and income. - -------------------------------------------------------------------------------- MAIN 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 investment advisor believes are characterized by: o the ability to pay above average dividends. o the ability to finance expected growth. o strong management. 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 preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. RISKS OF NON-INVESTMENT GRADE SECURITIES. The fund may invest up to 20% of its total assets 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance over different time periods to that of the fund's benchmark indices, which are broad measures of market performance. The fund's performance reflects sales charges and fund expenses; the benchmarks are unmanaged, have no expenses and are unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, performance would be reduced. 8 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries EQUITY INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 4.70% 3.85% 22.73% 19.80% 27.53% 15.68% 3.86% 12.28% -4.37% - -------------------------------------------------------------------------------- 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending June 30, 1997 11.95% Worst Quarter: Quarter ending September 30, 1999 (8.67)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) (Class C) - ------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund (Class A) 12/18/92 (9.62)% 9.23% 10.65% N/A N/A - ------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund (Class B) 8/15/94 (9.30)% 9.42% N/A 12.06% N/A - ------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund (Class C) 2/1/99 (6.99)% N/A N/A N/A 2.28% - ------------------------------------------------------------------------------------------------------------------------------ Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 13.54% 14.75% (2.44)% - ------------------------------------------------------------------------------------------------------------------------------ Lehman Gov't/Credit Bond Index(3) 8.48% 7.36% 7.23% 7.75% 5.80% - ------------------------------------------------------------------------------------------------------------------------------ (1)Prior to 3/25/94, Boulevard Bank was the investment advisor of the fund. (2)An unmanaged index of large-capitalization stocks. Previously, the fund used the Lehman Gov't/Credit Bond Index as a benchmark. Going forward, the fund will use the Standard & Poor's 500 Composite Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index for Class A, Class B and Class C shares is calculated from 12/31/92, 8/31/94, and 1/31/99, respectively. (3)An unmanaged index of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities and investment grade corporate debt securities. The since inception performance of the index for Class A, Class B and Class C shares is calculated from 12/31/92, 8/31/94, and 1/31/99, respectively. - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.30% 0.30% 0.30% Total Annual Fund Operating Expenses 1.20% 1.95% 1.95% Waiver of Fund Expenses(5) (0.05)% (0.05)% (0.05)% NET EXPENSES(5) 1.15% 1.90% 1.90% - --------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - -------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $905 $1,007 $607 $701 $701 5 years $1,169 $1,247 $1,047 $1,137 $1,137 10 years $1,920 $2,073 $2,073 $2,347 $2,347 9 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries GROWTH & INCOME FUND - -------------------------------------------------------------------------------- OBJECTIVE Growth & Income Fund's objective is long-term growth of capital and income. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Growth & 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 investment advisor believes are characterized by: o the ability to grow dividends at an above average rate. o the ability to finance expected growth. o strong management. 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 paying securities if the advisor believes they will help balance the portfolio. The fund's equity securities include common stocks and preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. RISKS OF NON-INVESTMENT GRADE SECURITIES. The fund may invest up to 20% of its total assets 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance for Class A and Class B shares over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. No information is presented for Class C shares because those shares were not offered for a full calendar year. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 10 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries GROWTH & INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 24.70% 33.23% 22.44% 2.75% 5.48% -16.38% - -------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 17.70% Worst Quarter: Quarter ending September 30, 2001 (14.86)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) - -------------------------------------------------------------------------------------------------------------- Growth & Income Fund (Class A) 1/9/95 (20.97)% 6.92% 13.05% N/A - -------------------------------------------------------------------------------------------------------------- Growth & Income Fund (Class B) 3/1/99 (21.13)% N/A N/A (3.81)% - -------------------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 15.69% (1.41)% - -------------------------------------------------------------------------------------------------------------- (1)On 9/24/01, the Growth & Income Fund became the successor by merger to the Firstar Growth & Income Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Growth & Income Fund. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index for Class A and Class B shares is calculated from 1/31/95 and 2/28/99, respectively. 11 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries GROWTH & INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.29% 0.29% 0.29% Total Annual Fund Operating Expenses 1.19% 1.94% 1.94% Waiver of Fund Expenses(5) (0.04)% (0.04)% (0.04)% NET EXPENSES(5) 1.15% 1.90% 1.90% - --------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $903 $1,005 $605 $699 $699 5 years $1,164 $1,243 $1,043 $1,132 $1,132 10 years $1,910 $2,063 $2,063 $2,338 $2,338 12 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP CORE FUND - -------------------------------------------------------------------------------- OBJECTIVE Large Cap Core Fund's objective is long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large 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 companies that have market capitalizations of at least $3 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance for Class A and Class B shares over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. No information is presented for Class C shares because those shares were not offered for a full calendar year. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 13 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP CORE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 17.85% 27.63% 30.16% 14.03% -1.48% -22.42% - -------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 23.97% Worst Quarter: Quarter ending September 30, 2001 (17.51)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) - ---------------------------------------------------------------------------------------------------------------- Large Cap Core Fund (Class A) 1/9/95 (26.68)% 5.62% 10.54% N/A - ---------------------------------------------------------------------------------------------------------------- Large Cap Core Fund (Class B) 3/1/99 (26.86)% N/A N/A (5.91)% - ---------------------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 15.69% (1.42)% - ---------------------------------------------------------------------------------------------------------------- (1)On 9/24/01, the Large Cap Core Fund became the successor by merger to the Firstar Large Cap Core Equity Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Core Equity Fund. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index for Class A and Class B shares is calculated from 1/31/95 and 2/28/99, respectively. - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.30% 0.30% 0.30% Total Annual Fund Operating Expenses 1.20% 1.95% 1.95% Waiver of Fund Expenses(5) (0.05)% (0.05)% (0.05)% NET EXPENSES(5) 1.15% 1.90% 1.90% - --------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - -------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $905 $1,007 $607 $701 $701 5 years $1,169 $1,247 $1,047 $1,137 $1,137 10 years $1,920 $2,073 $2,073 $2,347 $2,347 14 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP GROWTH FUND - -------------------------------------------------------------------------------- OBJECTIVE Large Cap Growth Fund's objective is long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large Cap Growth Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that have market capitalizations of at least $5 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 15 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] - -2.15% -1.00% 32.43% 22.93% 21.42% 23.56% 37.76% -17.64% -31.82% - -------------------------------------------------------------------------------- 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1999 22.65% Worst Quarter: Quarter ending March 31, 2001 (25.34)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) (Class C) - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Growth Fund (Class A) 12/18/92 (35.58)% 1.86% 5.98% N/A N/A - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Growth Fund (Class B) 8/15/94 (35.73)% 2.00% N/A 8.88% N/A - ------------------------------------------------------------------------------------------------------------------------------ Large Cap Growth Fund (Class C) 2/1/99 (33.66)% N/A N/A N/A (11.05)% - ------------------------------------------------------------------------------------------------------------------------------ Russell 1000 Growth Index(2) (20.42)% 8.27% 11.46% 13.29% (8.31)% - ------------------------------------------------------------------------------------------------------------------------------ Standard & Poor's 500 Composite Index(3) (11.88)% 10.70% 13.53% 14.91% (2.44)% - ------------------------------------------------------------------------------------------------------------------------------ (1)Prior to 3/25/94, Boulevard Bank was the investment advisor of the fund. (2)The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Growth Index as a comparison, because its composition better matches the fund's investment objectives and strategies. The since inception performance of the index for Class A, Class B and Class C shares is calculated from 12/31/92, 8/31/94 and 1/31/99, respectively. (3)An unmanaged index of large-capitalization stocks. The since inception performance of the index for Class A, Class B and Class C shares is calculated from 12/31/92, 8/31/94 and 1/31/99, respectively. 16 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.29% 0.29% 0.29% Total Annual Fund Operating Expenses 1.19% 1.94% 1.94% Waiver of Fund Expenses(5) (0.04)% (0.04)% (0.04)% NET EXPENSES(5) 1.15% 1.90% 1.90% - --------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ---------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $903 $1,005 $605 $699 $699 5 years $1,164 $1,243 $1,043 $1,132 $1,132 10 years $1,910 $2,063 $2,063 $2,338 $2,338 17 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares 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. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large Cap Value Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the fund's advisor invests in securities that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, value stocks and/or large capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 18 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 7.98% 15.10% 4.12% 31.94% 29.10% 22.41% 9.71% 7.91% 0.17% -7.86% - -------------------------------------------------------------------------------- 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 16.55% Worst Quarter: Quarter ending September 30, 1998 (13.91)% AVERAGE ANNUAL TOTAL RETURNS Inception Ten Years Since Inception Since Inception AS OF 12/31/01 Date One Year Five Years (Class A) (Class B) (Class C) - --------------------------------------------------------------------------------------------------------------------------- Large Cap Value Fund (Class A) 12/22/87 (12.93)% 4.80% 10.79% N/A N/A - --------------------------------------------------------------------------------------------------------------------------- Large Cap Value Fund (Class B) 8/15/94 (13.17)% 4.97% N/A 10.95% N/A - --------------------------------------------------------------------------------------------------------------------------- Large Cap Value Fund (Class C) 2/1/99 (10.41)% N/A N/A N/A (2.03)% - --------------------------------------------------------------------------------------------------------------------------- Russell 1000 Value Index(1) (5.59)% 11.13% 14.16% 14.59% 2.54% - --------------------------------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 12.93% 14.91% (2.44)% - --------------------------------------------------------------------------------------------------------------------------- (1)The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard and Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Value Index as a comparison, because its composition better matches the fund's investment objectives and strategies. The since inception performance of the index for Class B and Class C shares is calculated from 8/31/94 and 1/31/99, respectively. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index for Class B and Class C shares is calculated from 8/31/94 and 1/31/99, respectively. 19 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries LARGE CAP VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.30% 0.30% 0.30% Total Annual Fund Operating Expenses 1.20% 1.95% 1.95% Waiver of Fund Expenses(5) (0.05)% (0.05)% (0.05)% NET EXPENSES(5) 1.15% 1.90% 1.90% - --------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ---------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $905 $1,007 $607 $701 $701 5 years $1,169 $1,247 $1,047 $1,137 $1,137 10 years $1,920 $2,073 $2,073 $2,347 $2,347 20 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries RELATIVE VALUE FUND - -------------------------------------------------------------------------------- OBJECTIVE Relative Value Fund's objective is to maximize after-tax total return from capital appreciation plus income. Effective April 1, 2002, Relative Value Fund's objective is to maximize total return from capital appreciation plus income. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, the fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks. The advisor selects companies that it believes represent the best values within each industry sector as indicated by the following characteristics and which are undervalued relative to the stocks comprising the Russell 1000 Index. o price/earning ratios. o book value. o assets to liabilities ratio. The advisor selects securities and attempts to maintain an acceptable level of risk largely through the use of automated quantitative models, together with economic forecasts and assessments of the risk and volatility of the company's industry. The advisor assesses the earnings and dividend growth prospects of the various companies' stocks and then considers the risk and volatility of the companies' industries. The advisor also considers other factors such as product position or market share. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to a moderate amount of dividend income. Among the main strategies used in the tax-efficient management of the fund are the following: o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains (taxed as ordinary income). o selling stocks trading below cost to realize losses (when appropriate). o selecting tax-favored share lots when selling appreciated stocks. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (including derivative instruments such as purchased put options, equity collars, equity swaps, covered short sales, and stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance for Class A and Class B shares over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. No information is presented for Class C shares because those shares were not offered for a full calendar year . The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 21 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries RELATIVE VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 11.19% 13.73% -2.63% 35.69% 26.45% 32.20% 18.25% 6.96% -3.15% -5.36% - -------------------------------------------------------------------------------- 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 21.33% Worst Quarter: Quarter ending September 30, 2001 (12.29)% AVERAGE ANNUAL TOTAL RETURNS Inception Ten Years Since Inception AS OF 12/31/01(1) Date One Year Five Years (Class A) (Class B) - ------------------------------------------------------------------------------------------------------------ Relative Value Fund (Class A) 6/5/91 (10.56)% 7.70% 11.89% N/A - ------------------------------------------------------------------------------------------------------------ Relative Value Fund (Class B) 3/31/98 (10.70)% N/A N/A (0.08)% - ------------------------------------------------------------------------------------------------------------ Russell 1000 Value Index(2) (5.59)% 11.13% 14.16% 3.14% - ------------------------------------------------------------------------------------------------------------ Standard & Poor's/BARRA 500 Value Index(3) (11.68)% 9.48% 13.09% 2.20% - ------------------------------------------------------------------------------------------------------------ (1)On 9/24/01, the Relative Value Fund became the successor by merger to the Firstar Relative Value Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Relative Value Fund. The Firstar Relative Value Fund was organized on 12/11/00 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (2)The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's/BARRA 500 Value Index as a benchmark. Going forward, the fund will use the Russell 1000 Value Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index for Class B shares is calculated from 3/31/98. (3)The Standard & Poor's/BARRA 500 Value Index is an unmanaged capitalization weighted index consisting of approximately 50% of the market capitalization of the Standard & Poor's 500 Composite Index with low price-to-book ratios. The since inception performance of the index for Class B shares is calculated from 3/31/98. 22 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Fund Summaries RELATIVE VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------- Management Fees 0.65% 0.65% 0.65% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.30% 0.30% 0.30% Total Annual Fund Operating Expenses 1.20% 1.95% 1.95% Waiver of Fund Expenses(5) (0.05)% (0.05)% (0.05)% NET EXPENSES(5) 1.15% 1.90% 1.90% - --------------------------------------------------------------------------------------------------------------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a 1% contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%, 1.90% and 1.90%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - -------------------------------------------------------------------------------------------------------------------- 1 year $661 $693 $193 $391 $291 3 years $905 $1,007 $607 $701 $701 5 years $1,169 $1,247 $1,047 $1,137 $1,137 10 years $1,920 $2,073 $2,073 $2,347 $2,347 23 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES - -------------------------------------------------------------------------------- MULTIPLE CLASS INFORMATION The funds offer five different classes of shares. This prospectus offers Class A, Class B and Class C shares. Two additional classes of shares, Class S and Class Y shares, are made available through separate prospectuses. There are differences among the fees and expenses for each of the five classes. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the investment advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. The following describes the features of each class: o Class A shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 0.25%. o Class B shares are sold to the public with a contingent deferred sales charge (CDSC) and annual distribution and service (12b-1) fees of 1.00%. o Class C shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 1.00% (may be subject to a CDSC). o Class S shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class S shares are sold without a sales charge or distribution fee, but with an annual shareholder servicing fee of 0.25%. o Class Y shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class Y shares are sold without a sales charge or distribution fee. THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION 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. - -------------------------------------------------------------------------------- CHOOSING A SHARE CLASS All funds in this prospectus offer Class A, Class B, and Class C shares. Each class has its own cost structure. The amount of your purchase and the length of time you expect to hold your shares will be factors in determining which class of shares is best for you. CLASS A SHARES. If you are making an investment that qualifies for a reduced sales charge, Class A shares may be best for you. Class A shares feature: o a front-end sales charge, described below. o lower annual expenses than Class B and Class C shares. See "Fund Summaries" for more information on fees and expenses. Because Class A shares will normally be the better choice if your investment qualifies for a reduced sales charge: o orders for Class B shares for $250,000 or more will be treated as orders for Class A shares. o orders for Class C shares for $1 million or more will be treated as orders for Class A shares. o orders for Class B or Class C shares by an investor eligible to purchase Class A shares without a front-end sales charge will be treated as orders for Class A shares. CLASS B SHARES. If you want all your money to go to work for you immediately, you may prefer Class B shares. Class B shares have no front-end sales charge. However, Class B shares do have: o higher annual expenses than Class A shares. See "Fund Summaries-- Fees and Expenses." o a back-end sales charge, called a "contingent deferred sales charge," if you redeem your shares within six years of purchase. o automatic conversion to Class A shares approximately eight years after purchase, thereby reducing future annual expenses. CLASS C SHARES. These shares combine some of the characteristics of Class A and Class B shares. Class C shares have a low front-end sales charge of 1%, so more of your investment goes to work immediately than if you had purchased Class A shares. However, Class C shares also feature: o a 1% contingent deferred sales charge if you redeem your shares within 18 months of purchase. o higher annual expenses than Class A shares. See "Fund Summaries-- Fees and Expenses." o no conversion to Class A shares. Because Class C shares do not convert to Class A shares, they will continue to have higher annual expenses than Class A shares for as long as you hold them. - -------------------------------------------------------------------------------- 12b-1 FEES Each fund has adopted a plan under Rule 12b-1 of the Investment Company Act that allows it to pay the fund's distributor an annual fee for the distribution and sale of its shares and for services provided to shareholders. For 12b-1 fees are equal to: - -------------------------------------------------------------------------------- Class A shares 0.25% of average daily net assets Class B shares 1% of average daily net assets Class C shares 1% of average daily net assets Because these fees are paid out of 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. 24 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES CONTINUED The Class A share 12b-1 fee is a shareholder servicing fee. For Class B and Class C shares, a portion of the 12b-1 fee equal to 0.25% of average daily net assets is a shareholder servicing fee and 0.75% is a distribution fee. The funds' distributor uses the shareholder servicing fee to compensate investment professionals, participating institutions and "one-stop" mutual fund networks (institutions) for providing ongoing services to shareholder accounts. These institutions receive shareholder servicing fees equal to 0.25% of a fund's Class A, Class B, and Class C share average daily net assets attributable to shares sold through them. The funds' distributor also pays institutions that sell Class C shares a 0.75% annual distribution fee beginning one year after the shares are sold. The funds' distributor retains the Class B share 0.75% annual distribution fee in order to finance the payment of sales commissions to institutions which sell Class B shares. See "Buying Shares -- Class B Shares." The advisor or the distributor may pay additional fees to institutions out of their own assets in exchange for sales and/or administrative services performed on behalf of the institution's customers. - -------------------------------------------------------------------------------- CALCULATING YOUR SHARE PRICE Your purchase price will be based on the fund's net asset value (NAV) per share, which is generally calculated as of the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time) every day the exchange is open. 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. If market prices are not readily available for an investment or if the advisor believes they are unreliable, fair value prices may be determined in good faith using methods approved by the funds' board of directors. CLASS A SHARES. Your purchase price for Class A shares is typically the net asset value of your shares, plus a front-end sales charge. Sales charges vary depending on the amount of your purchase. The funds' distributor receives the sales charge you pay and reallows a portion of the sales charge to your investment professional or participating institution. Maximum Sales Charge Reallowance as a % of as a % of as a % of Purchase Net Amount Purchase Price Invested Price - -------------------------------------------------------------------------------- Less than $50,000 5.50% 5.82% 5.00% $ 50,000 - $ 99,999 4.50% 4.71% 4.00% $100,000 - $249,999 3.50% 3.63% 3.25% $250,000 - $499,999 2.50% 2.56% 2.25% $500,000 - $999,999 2.00% 2.04% 1.75% $1 million and over 0% 0% 0% REDUCING YOUR SALES CHARGE. As shown in the preceding tables, larger purchases of Class A shares reduce the percentage sales charge you pay. You also may reduce your sales charge in the following ways: PRIOR PURCHASES. Prior purchases of Class A shares of any First American fund (except a money market fund) will be factored into your sales charge calculation. That is, you will receive credit for either the original purchase price or the current net asset value of the other Class A shares you hold at the time of your purchase, whichever is greater. For example, let's say you're making a $10,000 investment and you already own other First American fund Class A shares that you purchased for $25,000, but are now valued at $45,000. Since the current net asset value of your shares is greater than their purchase price, you will receive credit for their current value and your sales charge will be based on a total purchase amount of $55,000. To receive a reduced sales charge, you must notify the fund of your prior purchases. This must be done at the time of purchase, either directly with the fund in writing or by notifying your investment professional or financial institution. PURCHASES BY RELATED ACCOUNTS. Concurrent and prior purchases of Class A shares of any First American fund by certain other accounts also will be combined with your purchase to determine your sales charge. Each fund will combine purchases made by an investor, the investor's spouse, and the investor's children when it calculates the sales charge. In addition, the sales charge, if applicable, is reduced for purchases made at one time by a trustee or fiduciary for a single trust estate or a single fiduciary account. To receive a reduced sales charge, you must notify the funds of purchases by any related accounts. This must be done at the time of purchase, either directly with the funds in writing or by notifying your investment professional or financial institution. LETTER OF INTENT. If you plan to invest $50,000 or more over a 13-month period in Class A shares of any First American fund except the money market funds, you may reduce your sales charge by signing a non-binding letter of intent. (If you do not fulfill the letter of intent, you must pay the applicable sales charge.) In addition, if you reduce your sales charge to zero under a letter of intent and then sell your Class A shares within 18 months of their purchase, you may be charged a contingent deferred sales charge of 1%. See "For Investments of Over $1 Million." More information on these ways to reduce your sales charge appears in the Statement of Additional Information (SAI). The SAI also contains information on investors who are eligible to purchase Class A shares without a sales charge. 25 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES CONTINUED - -------------------------------------------------------------------------------- FOR INVESTMENTS OF OVER $1 MILLION There is no initial sales charge on Class A share purchases of $1 million or more. However, your investment professional or financial institution may receive a commission of up to 1% on your purchase. If such a commission is paid, you will be assessed a contingent deferred sales charge (CDSC) of 1% if you sell your shares within 18 months. To find out whether you will be assessed a CDSC, ask your investment professional or financial institution. The funds' distributor receives any CDSC imposed when you sell your Class A shares. The CDSC is based on the value of your shares at the time of purchase or at the time of sale, whichever is less. The charge does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. To help lower your costs, shares that are not subject to a CDSC will be sold first. Other shares will then be sold in an order that minimizes your CDSC. The CDSC for Class A shares will be waived for: o redemptions following the death or disability (as defined in the Internal Revenue Code) of a shareholder. o redemptions that equal the minimum required distribution from an individual retirement account or other retirement plan to a shareholder who has reached the age of 70 1/2. o redemptions through a systematic withdrawal plan, at a rate of up to 12% a year of your account's value. During the first year, the 12% annual limit will be based on the value of your account on the date the plan is established. Thereafter, it will be based on the value of your account on the preceding December 31. o redemptions required as a result of over contribution to an IRA plan. CLASS B SHARES. Your purchase price for Class B shares is their net asset value - -- there is no front-end sales charge. However, if you redeem your shares within six years of purchase, you will pay a back-end sales charge, called a contingent deferred sales charge (CDSC). Although you pay no front-end sales charge when you buy Class B shares, the funds' distributor pays a sales commission of 4.25% of the amount invested to investment professionals and financial institutions which sell Class B shares. The funds' distributor receives any CDSC imposed when you sell your Class B shares. Your CDSC will be based on the value of your shares at the time of purchase or at the time of sale, whichever is less. The charge does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. Shares will be sold in the order that minimizes your CDSC. CDSC as a % of the Year since purchase value of your shares - -------------------------------------------------------------------------------- First 5% Second 5% Third 4% Fourth 3% Fifth 2% Sixth 1% Seventh 0% Eighth 0% Your Class B shares and any related shares acquired by reinvesting your dividend or capital gain distributions will automatically convert to Class A shares eight years after the beginning of the month in which you purchase the shares. The CDSC will be waived for: o redemptions following the death or disability (as defined in the Internal Revenue Code) of a shareholder. o redemptions that equal the minimum required distribution from an individual retirement account or other retirement plan to a shareholder who has reached the age of 70 1/2. o redemptions through a systematic withdrawal plan, at a rate of up to 12% a year of your account's value. During the first year, the 12% annual limit will be based on the value of your account on the date the plan is established. Thereafter, it will be based on the value of your account on the preceding December 31. o redemptions required as a result of over contribution to an IRA plan. CLASS C SHARES. Your purchase price for Class C shares is their net asset value plus a front-end sales charge equal to 1% of the purchase price (1.01% of the net amount invested). If you redeem your shares within 18 months of purchase, you will be assessed a contingent deferred sales charge (CDSC) of 1% of the value of your shares at the time of purchase or at the time of sale, whichever is less. The CDSC does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. Shares will be sold in the order that minimizes your CDSC. Even though your sales charge is only 1%, the funds' distributor pays a commission equal to an additional 1% of your purchase price to your investment professional or participating institution. Furthermore, the advisor may pay its affiliated broker-dealers, U.S. Bancorp Piper Jaffray Inc. and U.S. Bancorp Investments, Inc., an additional commission of up to 1% of your purchase price. The distributor receives any CDSC imposed when you sell your Class C shares. The CDSC for Class C shares will be waived in the same circumstances as the Class B share CDSC. See "Class B Shares" above. Unlike Class B shares, Class C shares do not convert to Class A shares after a specified period of time. Therefore, your shares will continue to have higher annual expenses than Class A shares. 26 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES CONTINUED - -------------------------------------------------------------------------------- HOW TO BUY SHARES You may become a shareholder in the fund with an initial investment of $1,000 or more ($250 for a retirement plan or a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act (UGMA/UTMA) account). Additional investments can be made for as little as $100 ($25 for a retirement plan or an UGMA/UTMA account). The fund has the right to waive these minimum investment requirements for employees of the fund's advisor and its affiliates. The fund also has the right to reject any purchase order. You may buy shares on any day the New York Stock Exchange is open. However purchases of shares may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. Your shares will be priced at the next net asset value calculated after your order is accepted by the fund, plus any applicable sales charge. "Accepted" means that you placed an order with your investment professional or financial institution and it has been processed, or your payment has been received and your application is complete. To make sure that your order is accepted, follow the directions for purchasing shares given below. BY PHONE. You may purchase shares by calling your investment professional or financial institution, if they have a sales agreement with the funds' distributor. In many cases, your order will be effective that day if received by your investment professional or financial institution by the close of regular trading on the New York Stock Exchange. In some cases, however, investment professionals or financial institutions may have different cutoff times for orders to purchase fund shares. In these cases, you will have to transmit your request by an earlier time in order for your purchase request to be effective that day. This allows your investment professional or financial institution time to process your request and transmit it to the fund. Some financial institutions may charge a fee for helping you purchase shares. Contact your investment professional or financial institution for more information. If you are paying by wire, you may purchase shares by calling Investor Services at 800 677-FUND before the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time). All information will be taken over the telephone, and your order will be placed when the funds receive payment by wire. Wire federal funds as follows: U.S. Bank National Association ABA Number: 0420-00013 Account Number: 112-952-137 Credit to: First American (NAME OF FUND, INVESTOR NAME AND INVESTOR ACCOUNT #) You cannot purchase shares by wire on days when federally chartered banks are closed. BY MAIL. To purchase shares by mail, simply complete and sign a new account form, enclose a check made payable to the fund you wish to invest in, and mail both to: First American Funds P.O. Box 3011 Milwaukee, WI 53201-3011 Overnight express mail may be sent to: First American Funds 615 East Michigan Street Milwaukee, WI 53202 After you have established an account, you may purchase additional shares by mailing your check to First American Funds at the same address. Please note the following: o all purchases must be drawn on a bank located within the United States and payable in U.S. dollars to First American Funds. o third-party checks, credit cards, credit card checks, and cash are not accepted. o if a check does not clear your bank, the funds reserve the right to cancel the purchase, and you could be liable for any losses or fees incurred. - -------------------------------------------------------------------------------- INVESTING AUTOMATICALLY To purchase shares as part of a savings discipline, you may add to your investment on a regular basis: o by having $100 or more ($25 for a retirement plan or a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act account) automatically withdrawn from your bank account on a periodic basis and invested in fund shares. o 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 investment professional or financial institution or by calling Investor Services at 800 677-FUND. 27 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services SELLING SHARES - -------------------------------------------------------------------------------- HOW TO SELL SHARES You may sell your shares on any day when the New York Stock Exchange is open. However, redemption of shares may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. Your shares will be sold at the next net asset value calculated after your order is accepted by the fund, less any applicable contingent deferred sales charge. Be sure to read the section "Buying Shares" for a description of contingent deferred sales charges. To make sure that your order is accepted, follow the directions for selling shares given below. The proceeds from your sale normally will be mailed or wired within three days, but in no event more than seven days, after your request is received in proper form. To minimize the effect of large redemption requests, each fund reserves the right to fulfill these redemption requests by distributing readily marketable securities in the fund's portfolio, rather than paying you in cash. See "Policies & Services -- Managing Your Investment, Redemption In Kind." BY PHONE. If you purchased shares through an investment professional or financial institution, simply call them to sell your shares. In many cases, your redemption will be effective that day if received by your investment professional or financial institution by the close of regular trading on the New York Stock Exchange. In some cases, however, investment professionals or financial institutions may have different cutoff times for orders to redeem fund shares. In these cases, you will have to call by an earlier time in order for your redemption to be effective that day. This allows your investment professional or financial institution time to process your request and transmit it to the fund. Contact your investment professional or financial institution directly for more information. If you did not purchase shares through an investment professional or financial institution, you may sell your shares by calling Investor Services at 800 677-FUND. Proceeds can be wired to your bank account (if the proceeds are at least $1,000 and you have previously supplied your bank account information to the fund) or sent to you by check. The funds reserve the right to limit telephone redemptions to $50,000 per day. If you recently purchased your shares by check or through the Automated Clearing House (ACH), proceeds from the sale of those shares may not be available until your check or ACH payment has cleared, which may take up to 15 calendar days from the date of purchase. BY MAIL. To sell shares by mail, send a written request to your investment professional or financial institution, or to the fund at the following address: First American Funds P.O. Box 3011 Milwaukee, WI 53201-3011 Overnight express mail may be sent to: First American Funds 615 East Michigan Street Milwaukee, WI 53202 Your request should include the following information: o name of the fund. o account number. o dollar amount or number of shares redeemed. o name on the account. o signatures of all registered account owners. Signatures on a written request must be guaranteed if: o you would like the proceeds from the sale to be paid to anyone other than to the shareholder of record. o you would like the check mailed to an address other than the address on the funds' records. o your redemption request is for $50,000 or more. A signature guarantee assures that a signature is genuine and protects shareholders from unauthorized account transfers. Banks, savings and loan associations, trust companies, credit unions, broker-dealers, and member firms of a national securities exchange may guarantee signatures. Call your financial institution to determine if it has this capability. Proceeds from a written redemption request will be sent to you by check unless another form of payment is requested. - -------------------------------------------------------------------------------- SYSTEMATIC WITHDRAWALS If your account has a value of $5,000 or more, you may redeem a specific dollar amount from your account on a regular basis. To set up systematic withdrawals, contact your investment professional or financial institution. You should not make systematic withdrawals if you plan to continue investing in the fund, due to sales charges and tax liabilities. - -------------------------------------------------------------------------------- REINVESTING AFTER A SALE If you sell Class A shares of a First American fund, you may reinvest in Class A shares of that fund or another First American fund within 180 days without a sales charge. To reinvest in Class A shares at net asset value (without paying a sales charge), you must notify the fund directly in writing or notify your investment professional or financial institution. - -------------------------------------------------------------------------------- ACCOUNTS WITH LOW BALANCES Except for retirement plans and Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts, if your account balance falls below $500 as a result of selling or exchanging shares, the fund reserves the right to either: o deduct a $25 annual account maintenance fee, or o close your account and send you the proceeds, less any applicable contingent deferred sales charge. Before taking any action, however, the fund will send you written notice of the action it intends to take and give you 30 days to re-establish a minimum account balance of $500. 28 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services SELLING SHARES CONTINUED - -------------------------------------------------------------------------------- EXCHANGING 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. You may exchange your shares on any day when the New York Stock Exchange is open. However, exchanges of shares may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. Generally, you may exchange your shares only for shares of the same class. However, you may exchange your Class A shares for Class Y shares or Class S shares of the same or another First American fund if you subsequently become eligible to participate in that class (for example, by opening a fiduciary, custody or agency account with a financial institution which invests in Class Y shares or Class S 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 to four times per year. BY PHONE. If both funds have identical shareholder registration, you may exchange shares by calling your investment professional, your financial institution, or by calling the funds directly. To request an exchange through the funds, call Investor Services at 800 677-FUND. Your instructions must be received before 3 p.m. Central time, or by the time specified by your investment professional or financial institution, in order for shares to be exchanged the same day. BY MAIL. To exchange shares by written request, please follow the procedures under "Selling Shares." Be sure to include the names of both funds involved in the exchange. - -------------------------------------------------------------------------------- TELEPHONE TRANSACTIONS You may buy, sell, or exchange shares by telephone, unless you elected on your new account form to restrict this privilege. If you wish to reinstate this option on an existing account, please call Investor Services at 800 677-FUND to request the appropriate form. The funds and their agents will not be responsible for any losses that may result from acting on wire or telephone instructions that they reasonably believe to be genuine. The funds and their agents will each follow reasonable procedures to confirm that instructions received by telephone are genuine, which may include taping telephone conversations. It may be difficult to reach the funds by telephone during periods of unusual market activity. If you are unable to reach the funds or their agents by telephone, please consider sending written instructions. - -------------------------------------------------------------------------------- REDEMPTION IN KIND Generally, proceeds from redemption requests will be paid in cash. However, to minimize the effect of large redemption requests on a fund and its remaining shareholders, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of readily marketable securities in the fund instead of in cash. In selecting securities for a redemption in kind, the advisor will consider the best interests of the fund and the remaining fund shareholders, and will value these securities in accordance with the pricing methods employed to calculate the fund's net asset value per share. If you receive redemption proceeds in kind, you should expect to incur transaction costs upon the disposition of the securities received in the redemption. 29 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Policies & Services MANAGING YOUR INVESTMENT - -------------------------------------------------------------------------------- STAYING INFORMED SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November and May. They include financial statements and performance information, and on an annual basis, a message from your portfolio managers and the auditors' report. In an attempt to reduce shareholder costs and help eliminate duplication, the 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 are mailed following each purchase or sale of fund shares. Generally, a fund does not send statements for funds held in a brokerage account. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Dividends from a fund's net investment income are declared and paid monthly. Any capital gains are distributed at least once each year. On the ex-dividend date for a distribution, 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 paying the distribution, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form or by contacting your financial institution. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, the undelivered distributions and all future distributions will be reinvested in fund shares 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 Statement of Additional Information. However, because everyone's tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. TAXES ON DISTRIBUTIONS. 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 from a fund's net investment income and 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. Because of their investment objectives and strategies, distributions for Capital Growth Fund, Large Cap Core Fund, Large Cap Growth Fund, Large Cap Value Fund and Relative Value Fund are expected to consist primarily of capital gains. TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's shares for shares of another fund, will be a taxable event and may result in a capital gain or loss. The gain or loss will be considered long-term if you have held your shares for more than one year. A gain or loss on shares held for one year or less is considered short-term and is taxed at the same rates as ordinary income. If in redemption of his or her shares a shareholder receives a distribution of readily marketable securities instead of cash, the shareholder will be treated as receiving an amount equal to the fair market value of the securities at the time of the distribution for purposes of determining capital gain or loss on the redemption, and will also acquire a basis in the shares for federal income tax purposes equal to their fair market value. The exchange of one class of shares for another class of shares in the same fund will not be taxable. TAX MANAGED STRATEGY. As a result of their tax-efficient strategies, Capital Growth Fund and Relative Value Fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. These tax-efficient strategies will not be in effect after April 1, 2002. 30 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information MANAGEMENT U.S. Bancorp Asset Management, Inc., is the funds' investment advisor. U.S. Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations, pensions and retirement plans. As of September 30, 2001, U.S. Bancorp Asset Management and its affiliates had more than $114 billion in assets under management, including investment company assets of more than $51 billion. As investment advisor, U.S. Bancorp Asset Management 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 fee for providing investment advisory services. The table below reflects investment advisory fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.(1) Advisory fee as a % of average daily net assets - -------------------------------------------------------------------------------- BALANCED FUND 0.68% CAPITAL GROWTH FUND(2) 0.83% EQUITY INCOME FUND 0.55% GROWTH & INCOME FUND(2) 0.72% LARGE CAP CORE FUND(2) 0.71% LARGE CAP GROWTH FUND 0.61% LARGE CAP VALUE FUND 0.60% RELATIVE VALUE FUND(2) 0.74% - -------------------------------------------------------------------------------- (1)Prior to May 2, 2001, First American Asset Management (FAAM), a division of U.S. Bank National Association, served as investment advisor to Balanced Fund, Equity Income Fund, Large Cap Growth Fund and Large Cap Value Fund; Firstar Investment Research & Management Company LLC (FIRMCO), an affiliate of FAAM, served as investment advisor to Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Asset Management, Inc. The investment advisory fees paid by each fund to U.S. Bancorp Asset Management did not change as a result of the combination. (2)On September 24, 2001, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund became the successors by merger to Firstar Large Cap Growth Fund, Firstar Growth & Income Fund, Firstar Large Cap Core Fund and Firstar Relative Value Fund, respectively. The fiscal year end for the Firstar funds was October 31; Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund each has a fiscal year end of September 30. Information presented in the table has been annualized for the eleven-month fiscal period ended September 30, 2001. DIRECT CORRESPONDENCE TO: First American Funds P.O. Box 1330 Minneapolis, Minnesota 55440-1330 INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 DISTRIBUTOR Quasar Distributors, LLC 615 E. Michigan Street Milwaukee, WI 53202 ADDITIONAL COMPENSATION U.S. Bancorp Asset Management and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds' investment advisor. U.S. Bancorp Asset Management and its affiliates also receive compensation in connection with the following: CUSTODY SERVICES. U.S. Bank National Association (U.S. Bank) provides or compensates others to provide custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.01% of a fund's average daily net assets. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while providing custody services to the funds. ADMINISTRATION SERVICES. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Co-Administrators), provide or compensate others to provide administrative services to the First American family of funds. These services include general administrative and accounting services, transfer agency and dividend disbursing services, blue sky services, and shareholder services. With respect to the First American open-end mutual funds, the Co-Administrators receive total fees on an annual basis, of up to 0.25% of the aggregate average daily net assets of First American Investment Funds, Inc., First American Strategy Funds, Inc. and First American Insurance Portfolios, Inc., and of up to 0.20% of the aggregate average daily net assets of First American Funds, Inc. The funds also pay the Co-Administrators fees based upon the number of funds and accounts maintained. In addition, the Co-Administrators are reimbursed for their out-of-pocket expenses incurred while providing administration services to the funds. DISTRIBUTION SERVICES. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, serves as distributor of the funds and receives out of pocket expenses incurred while providing distribution and other sub-administrative services for the funds. SECURITIES LENDING SERVICES. In connection with lending their portfolio securities, the funds pay administrative and custodial fees to U.S. Bancorp Asset Management which are equal to 40% of the funds' income from these securities lending transactions. BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the funds, the funds' investment advisor may place trades through its affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., which will earn commissions on these transactions. SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S. Bancorp Asset Management, U.S. Bank or their broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing fees from the funds' distributor. PORTFOLIO MANAGEMENT Each fund's investments are managed by a team of persons associated with U.S. Bancorp Asset Management. 31 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information MORE ABOUT THE FUNDS - -------------------------------------------------------------------------------- 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 The funds' main 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. 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. EFFECTIVE DURATION. Balanced Fund normally attempts to maintain an average effective duration of three to eight years for the debt securities portion of its portfolio. Effective duration, one 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. EFFECTIVE MATURITY. Balanced 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. PORTFOLIO TURNOVER. Portfolio managers for the funds may trade securities frequently, resulting, from time to time, in an annual portfolio turnover rate of over 100%. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities. As a result of their tax efficient strategies, Capital Growth Fund and Relative Value Fund are expected to have lower portfolio turnover rates. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate. - -------------------------------------------------------------------------------- RISKS The main risks of investing in the funds are summarized in the "Fund Summaries" section. More information about fund risks is presented below. MARKET RISK. All stocks are subject to price movements due to changes in general economic conditions, the level of prevailing interest rates, or investor perceptions of the market. Prices also are affected by the outlook for overall corporate profitability. 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. COMPANY RISK. Individual stocks can perform differently than the overall market. This may be a result of specific factors such as changes in corporate profitability due to the success or failure of specific products or management strategies, or it may be due to changes in investor perceptions regarding a company. FOREIGN SECURITY RISK. Each fund may invest up to 25% of its total assets (25% of the equity portion of its portfolio for Balanced Fund) in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. In addition, Balanced Fund may invest up to 15% of the debt portion of its portfolio in foreign securities payable in United States dollars. 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. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy. RISKS OF ACTIVE MANAGEMENT. Each fund is actively managed and its performance therefore will reflect in part the advisor's ability to make investment decisions which are suited 32 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information MORE ABOUT THE FUNDS CONTINUED to achieving the fund's investment objectives. Due to their active management, the funds could underperform other mutual funds with similar investment objectives. RISKS OF SECURITIES LENDING. 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. To reduce these risks, the funds enter into loan arrangements only with institutions which the funds' advisor has determined are creditworthy under guidelines established by the funds' board of directors. RISKS OF DERIVATIVE INSTRUMENTS. The use of derivative instruments exposes a 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 anticipates; an imperfect correlation between the price of derivative instruments and movements in the prices of the securities being hedged; the possible absence of 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, particularly, in the case of privately negotiated instruments, 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. - -------------------------------------------------------------------------------- ADDITIONAL RISKS OF BALANCED FUND, EQUITY INCOME FUND AND GROWTH & INCOME FUND INTEREST RATE RISK. Debt securities in Balanced Fund, Equity Income Fund and Growth & 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. CREDIT RISK. Balanced Fund, Equity Income Fund and Growth & Income Fund are subject to the risk that the issuers of debt securities held by a fund will not make payments on the securities. 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. Balanced Fund attempts to minimize credit risk by investing in securities considered at least investment grade at the time of purchase. However, all of these securities, especially those in the lower investment grade rating categories, have credit risk. In adverse economic or other circumstances, issuers of these lower rated securities are more likely to have difficulty making principal and interest payments than issuers of higher rated securities. When Balanced Fund purchases unrated securities, it will depend on the advisor's analysis of credit risk more heavily than usual. As discussed in the "Fund Summaries" section, Equity Income Fund and Growth & Income Fund invest in convertible debt securities that are rated below investment grade and are therefore subject to additional credit risk. - -------------------------------------------------------------------------------- ADDITIONAL RISKS OF BALANCED FUND 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. Balanced 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. EXTENSION RISK. Mortgage-backed securities are secured by and payable from pools of mortgage loans. Similarly, asset-backed securities 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 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. PREPAYMENT RISK. Mortgage- and asset-backed securities also 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. Balanced 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. 33 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information MORE ABOUT THE FUNDS CONTINUED RISKS OF DOLLAR ROLL TRANSACTIONS. In a dollar roll transaction, Balanced 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 Balanced 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. 34 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The tables that follow present performance information about the Class A, Class B and Class C shares of each fund. 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. 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 financial highlights for the Balanced Fund as set forth herein include the historical financial highlights of the Firstar Balanced Growth Fund. The assets of the Firstar Fund were acquired by the First American Balanced Fund on September 24, 2001. In connection with such acquisition, Class A shares of the Firstar Balanced Growth Fund were exchanged for Class A shares of the First American Balanced Fund, and Firstar Class B shares were exchanged for Class B shares of the First American Fund. Historical per-share amounts have been adjusted to reflect the conversion ratios utilized for the merger of the Balanced Fund and Firstar Balanced Growth Fund. Firstar Balanced Growth Fund is the accounting survivor. The financial highlights for the Capital Growth Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Growth Fund. The assets of the Firstar Fund were acquired by the First American Capital Growth Fund on September 24, 2001. In connection with such acquisition, Class A shares of the Firstar Large Cap Growth Fund were exchanged for Class A shares of the First American Capital Growth Fund, and Firstar Class B shares were exchanged for Class B shares of the First American Fund. The financial highlights for the Growth & Income Fund as set forth herein include the historical financial highlights of the Firstar Growth & Income Fund. The assets of the Firstar Fund were acquired by the First American Growth & Income Fund on September 24, 2001. In connection with such acquisition, Class A shares of the Firstar Growth & Income Fund were exchanged for Class A shares of the First American Growth & Income Fund, and Firstar Class B shares were exchanged for Class B shares of the First American Fund. The financial highlights for the Large Cap Core Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Core Equity Fund. The assets of the Firstar Fund were acquired by the First American Large Cap Core Fund on September 24, 2001. In connection with such acquisition, Class A shares of the Firstar Large Cap Core Equity Fund were exchanged for Class A shares of the First American Large Cap Core Fund, and Firstar Class B shares were exchanged for Class B shares of the First American Fund. The financial highlights for the Relative Value Fund as set forth herein include the historical financial highlights of the Firstar Relative Value Fund. The assets of the Firstar Fund were acquired by the First American Relative Value Fund on September 24, 2001. In connection with such acquisition, Class A shares of the Firstar Relative Value Fund were exchanged for Class A shares of the First American Relative Value Fund, and Firstar Class B shares were exchanged for Class B shares of the First American Fund. The information for Equity Income Fund, Large Cap Growth Fund and Large Cap Value Fund for the fiscal periods ended September 30, 2001, September 30, 2000, and September 30, 1999, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. The information for the fiscal periods ended on or before September 30, 1998, has been audited by other auditors. The information for Balanced Fund, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, and Relative Value Fund for the fiscal period ended September 30, 2001, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. The information for the fiscal periods ended on or before October 31, 2000, has been audited by other auditors. 35 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED BALANCED FUND Fiscal period ended Fiscal year ended October 31, CLASS A SHARES September 30, 2001(1),(2) 2000 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 13.83 $ 12.39 $ 12.30 $ 12.57 $ 11.54 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.18 0.23 0.20 0.23 0.24 Net Gains (Losses) on Investments (both realized and unrealized) (2.24) 2.12 0.49 0.77 1.73 -------- -------- -------- -------- -------- Total From Investment Operations (2.06) 2.35 0.69 1.00 1.97 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.20) (0.22) (0.20) (0.24) (0.24) Distributions (from capital gains) (2.07) (0.69) (0.40) (1.03) (0.70) -------- -------- -------- -------- -------- Total Distributions $ 2.27 (0.91) (0.60) (1.27) (0.94) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 9.50 $ 13.83 $ 12.39 $ 12.30 $ 12.57 ======== ======== ======== ======== ======== Total Return(3) (17.03)% 19.46% 5.56% 8.60% 18.07% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $127,590 $ 54,380 $ 53,807 $ 59,657 $ 44,026 Ratio of Expenses to Average Net Assets 1.22% 1.22% 1.18% 1.00% 1.00% Ratio of Net Income to Average Net Assets 1.96% 1.66% 1.59% 1.91% 2.06% Ratio of Expenses to Average Net Assets (excluding waivers) 1.28% 1.28% 1.25% 1.24% 1.25% Ratio of Net Income to Average Net Assets (excluding waivers) 1.90% 1.60% 1.52% 1.67% 1.81% Portfolio Turnover Rate 54% 79% 69% 56% 70% - --------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)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. Fiscal period ended Fiscal period ended October 31, CLASS B SHARES September 30, 2001(1),(2) 2000 1999(3) - -------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 13.75 $ 12.33 $ 12.37 ------- ------- ------- Investment Operations: Net Investment Income 0.17 0.13 0.07 Net Gains (Losses) on Investments (both realized and unrealized) (2.29) 2.11 (0.04) ------- ------- ------- Total From Investment Operations (2.12) 2.24 0.03 ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.13) (0.14) (0.07) Distributions (from capital gains) (2.06) (0.68) -- ------- ------- ------- Total Distributions (2.19) (0.82) (0.07) ------- ------- ------- Net Asset Value, End of Period $ 9.44 $ 13.75 $ 12.33 ======= ======= ======= Total Return(4) (17.64)% 18.77% 0.25% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $47,150 $ 2,243 $ 630 Ratio of Expenses to Average Net Assets 1.93% 1.97% 1.97% Ratio of Net Income to Average Net Assets 1.22% 0.91% 0.87% Ratio of Expenses to Average Net Assets (excluding waivers) 1.99% 2.03% 2.03% Ratio of Net Income to Average Net Assets (excluding waivers) 1.16% 0.85% 0.81% Portfolio Turnover Rate 54% 79% 69% - -------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Class B shares have been offered since March 1, 1999. All ratios for the period have been annualized, except total return. (4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 36 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED BALANCED FUND (CONTINUED) Fiscal period ended CLASS C SHARES September 30, 2001(1),(2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 9.29 ------ Investment Operations: Net Investment Income -- Net Gains (Losses) on Investments (both realized and unrealized) 0.20 ------ Total From Investment Operations 0.20 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $ 9.49 ====== Total Return(3) 2.15% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $2,351 Ratio of Expenses to Average Net Assets 0.94% Ratio of Net Income to Average Net Assets 2.20% Ratio of Expenses to Average Net Assets (excluding waivers) 0.94% Ratio of Net Income to Average Net Assets (excluding waivers) 2.20% Portfolio Turnover Rate 54% - -------------------------------------------------------------------------------------------------- (1)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. 37 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED CAPITAL GROWTH FUND Fiscal period Fiscal period ended ended CLASS A SHARES September 30, 2001(1),(2) October 31, 2000(3),(4) - --------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $25.92 $26.95 ------ ------ Investment Operations: Net Investment Income (Loss) (0.09) (0.03) Net Gains (Losses) on Investments (both realized and unrealized) (10.44) (1.00) ------ ------ Total From Investment Operations (10.53) (1.03) ------ ------ Less Distributions: Dividends (from net investment income) -- -- Distributions (from capital gains) (0.71) -- ------ ------ Total Distributions (0.71) -- ------ ------ Net Asset Value, End of Period $14.68 $25.92 ====== ====== Total Return(5) (41.57)% (3.82)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $8,598 $1,177 Ratio of Expenses to Average Net Assets 1.39% 1.40% Ratio of Net Income to Average Net Assets (0.55)% (0.75)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.56% 1.49% Ratio of Net Income to Average Net Assets (excluding waivers) (0.72)% (0.84)% Portfolio Turnover Rate 38% 35% - --------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. (4)Class A shares have been offered since March 31, 2000. All ratios for the period have been annualized, except total return. (5)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal period Fiscal period ended ended Fiscal year ended November 30, CLASS B SHARES September 30, 2001(1),(2) October 31, 2000(3) 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 25.92 $ 23.89 $ 19.52 $ 17.17 $ 15.17 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income (Loss) (0.21) (0.10) (0.04) 0.02 0.19 Net Gains (Losses) on Investments (both realized and unrealized) (10.41) 2.13 4.88 3.32 2.97 -------- -------- -------- -------- -------- Total From Investment Operations (10.62) 2.03 4.84 3.34 3.16 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) -- -- (0.02) (0.03) (0.14) Distributions (from capital gains) (0.71) -- (0.45) (0.96) (1.02) -------- -------- -------- -------- -------- Total Distributions (0.71) -- (0.47) (0.99) (1.16) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 14.59 $ 25.92 $ 23.89 $ 19.52 $ 17.17 ======== ======== ======== ======== ======== Total Return(4) (41.97)% 8.5% 25.26% 20.76% 22.65% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 46,103 $100,689 $ 90,468 $ 66,478 $ 45,025 Ratio of Expenses to Average Net Assets 2.07% 1.38% 1.36% 1.34% 1.09% Ratio of Net Income to Average Net Assets (1.19)% (0.40)% (0.08)% 0.12% 0.86% Ratio of Expenses to Average Net Assets (excluding waivers) 2.19% 1.48% 1.52% 1.54% 1.29% Ratio of Net Income to Average Net Assets (excluding waivers) (1.31)% (0.50)% (0.24)% (0.08)% 0.66% Portfolio Turnover Rate 38% 35% 28% 48% 60% - ------------------------------------------------------------------------------------------------------------------------------------ (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 38 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED CAPITAL GROWTH FUND (CONTINUED) Fiscal period ended CLASS C SHARES September 30, 2001(1) - ------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $14.32 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) 0.36 ------ Total From Investment Operations 0.36 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $14.68 ====== Total Return(2) 2.58% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 38% - ------------------------------------------------------------------------------------------------ (1)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 39 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED EQUITY INCOME FUND Fiscal year ended September 30, CLASS A SHARES 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 16.29 $ 15.94 $ 15.70 $ 15.69 $ 12.65 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income 0.29 0.28 0.36 0.41 0.40 Net Gains (Losses) on Investments (both realized and unrealized) (0.74) 1.45 1.15 0.86 3.40 ------- ------- ------- ------- ------- Total From Investment Operations (0.45) 1.73 1.51 1.27 3.80 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.32) (0.28) (0.37) (0.41) (0.41) Distributions (from capital gains) (3.39) (1.10) (0.90) (0.85) (0.35) ------- ------- ------- ------- ------- Total Distributions (3.71) (1.38) (1.27) (1.26) (0.76) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 12.13 $ 16.29 $ 15.94 $ 15.70 $ 15.69 ======= ======= ======= ======= ======= Total Return(2) (3.89)% 11.11% 9.74% 8.38% 31.16% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $24,557 $20,607 $18,970 $11,018 $ 7,276 Ratio of Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00% Ratio of Net Income to Average Net Assets 1.97% 1.69% 2.01% 2.58% 2.96% Ratio of Expenses to Average Net Assets (excluding waivers) 1.15% 1.14% 1.13% 1.12% 1.17% Ratio of Net Income to Average Net Assets (excluding waivers) 1.82% 1.55% 1.88% 2.46% 2.79% Portfolio Turnover Rate 33% 36% 35% 14% 39% - ----------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal year ended September 30, CLASS B SHARES 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 16.24 $ 15.90 $ 15.65 $ 15.62 $ 12.61 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income 0.18 0.18 0.24 0.30 0.29 Net Gains (Losses) on Investments (both realized and unrealized) (0.75) 1.44 1.16 0.87 3.37 ------- ------- ------- ------- ------- Total From Investment Operations (0.57) 1.62 1.40 1.17 3.66 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.21) (0.18) (0.25) (0.29) (0.30) Distributions (from capital gains) (3.39) (1.10) (0.90) (0.85) (0.35) ------- ------- ------- ------- ------- Total Distributions (3.60) (1.28) (1.15) (1.14) (0.65) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 12.07 $ 16.24 $ 15.90 $ 15.65 $ 15.62 ======= ======= ======= ======= ======= Total Return(2) (4.64)% 10.35% 9.10% 7.77% 30.06% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $11,516 $10,366 $10,971 $ 8,570 $ 6,619 Ratio of Expenses to Average Net Assets 1.75% 1.75% 1.75% 1.75% 1.75% Ratio of Net Income to Average Net Assets 1.20% 0.95% 1.34% 1.81% 2.19% Ratio of Expenses to Average Net Assets (excluding waivers) 1.90% 1.89% 1.88% 1.87% 1.92% Ratio of Net Income to Average Net Assets (excluding waivers) 1.05% 0.81% 1.21% 1.69% 2.02% Portfolio Turnover Rate 33% 36% 35% 14% 39% - ----------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 40 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED EQUITY INCOME FUND (CONTINUED) Fiscal period ended September 30, CLASS C SHARES 2001(1) 2000 1999(2) - ------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $16.28 $15.93 $16.62 ------ ------ ------ Investment Operations: Net Investment Income 0.18 0.19 0.21 Net Gains (Losses) on Investments (both realized and unrealized) (0.76) 1.44 (0.70) ------ ------ ------ Total From Investment Operations (0.58) 1.63 (0.49) ------ ------ ------ Less Distributions: Dividends (from net investment income) (0.22) (0.18) (0.20) Distributions (from capital gains) (3.39) (1.10) -- ------ ------ ------ Total Distributions (3.61) (1.28) (0.20) ------ ------ ------ Net Asset Value, End of Period $12.09 $16.28 $15.93 ====== ====== ====== Total Return(3) (4.74)% 10.41% (3.02)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $8,028 $2,511 $1,700 Ratio of Expenses to Average Net Assets 1.75% 1.75% 1.76% Ratio of Net Income to Average Net Assets 1.20% 0.88% 0.65% Ratios of Expenses to Average Net Assets (excluding waivers) 1.90% 1.89% 1.88% Ratio of Net Income to Average Net Assets (excluding waivers) 1.05% 0.74% 0.53% Portfolio Turnover Rate 33% 36% 35% - ------------------------------------------------------------------------------------------------------ (1)Per share data calculated using average shares outstanding method. (2)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 41 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED GROWTH & INCOME FUND Fiscal period ended Fiscal year ended October 31, CLASS A SHARES September 30, 2001(1),(2) 2000(2) 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 47.40 $ 46.06 $ 44.41 $ 39.24 $ 33.07 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.12 0.14 0.29 0.36 0.37 Net Gains (Losses) on Investments (both realized and unrealized) (11.48) 5.21 4.92 6.55 8.92 -------- -------- -------- -------- -------- Total From Investment Operations (11.36) 5.35 5.21 6.91 9.29 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.12) (0.11) (0.35) (0.35) (0.39) Distributions (from capital gains) (4.76) (3.90) (3.21) (1.39) (2.73) -------- -------- -------- -------- -------- Total Distributions (4.88) (4.01) (3.56) (1.74) (3.12) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 31.16 $ 47.40 $ 46.06 $ 44.41 $ 39.24 ======== ======== ======== ======== ======== Total Return(3) (26.33)% 12.54% 11.78% 18.08% 30.47% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $150,323 $183,049 $194,089 $190,331 $128,070 Ratio of Expenses to Average Net Assets 1.19% 1.19% 1.17% 1.12% 1.12% Ratio of Net Income to Average Net Assets 0.35% 0.31% 0.74% 0.86% 1.09% Ratio of Expenses to Average Net Assets (excluding waivers) 1.22% 1.20% 1.18% 1.19% 1.19% Ratio of Net Income to Average Net Assets (excluding waivers) 0.32% 0.30% 0.73% 0.79% 1.02% Portfolio Turnover Rate 51% 89% 62% 49% 31% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)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. Fiscal period Fiscal year Fiscal period ended ended ended CLASS B SHARES September 30, 2001(1) October 31, 2000(2) October 31, 1999(2),(3) - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 47.12 $ 46.03 $ 44.64 ------- ------- ------- Investment Operations: Net Investment Income (Loss) 0.01 (0.22) 0.02 Net Gains (Losses) on Investments (both realized and unrealized) (11.50) 5.21 1.40 ------- ------- ------- Total From Investment Operations (11.49) 4.99 1.42 ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.01) -- (0.03) Distributions (from capital gains) (4.76) (3.90) -- ------- ------- ------- Total Distributions (4.77) (3.90) (0.03) ------- ------- ------- Net Asset Value, End of Period $ 30.86 $ 47.12 $ 46.03 ======= ======= ======= Total Return(4) (26.79)% 11.69% 3.19% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $11,613 $ 3,718 $ 1,550 Ratio of Expenses to Average Net Assets 1.93% 1.94% 1.94% Ratio of Net Income (Loss) to Average Net Assets (0.43)% (0.44)% 0.05% Ratio of Expenses to Average Net Assets (excluding waivers) 1.96% 1.95% 1.94% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.46)% (0.45)% 0.05% Portfolio Turnover Rate 51% 89% 62% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Class B shares have been offered since March 1, 1999. All ratios for the period have been annualized, except total return. (4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 42 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED GROWTH & INCOME FUND (CONTINUED) Fiscal period ended CLASS C SHARES September 30, 2001(1),(2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $29.98 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) 1.19 ------ Total From Investment Operations 1.19 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $31.17 ====== Total Return(3) 3.94% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income (Loss) to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 51% - -------------------------------------------------------------------------------------------------- (1)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. 43 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP CORE FUND Fiscal period ended Fiscal year ended October 31, CLASS A SHARES September 30, 2001(1),(2) 2000(2) 1999(2) 1998(2) 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 43.33 $ 37.96 $ 35.72 $ 35.27 $ 30.32 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income (Loss) (0.01) (0.15) (0.12) (0.02) (0.05) Net Gains (Losses) on Investments (both realized and unrealized) (14.00) 7.55 6.42 5.66 6.30 ------- ------- ------- ------- ------- Total From Investment Operations (14.01) 7.40 6.30 5.64 6.25 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) -- -- (0.02) (0.02) -- Distributions (from capital gains) (4.88) (2.03) (4.04) (5.17) (1.30) ------- ------- ------- ------- ------- Total Distributions (4.88) (2.03) (4.06) (5.19) (1.30) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 24.44 $ 43.33 $ 37.96 $ 35.72 $ 35.27 ======= ======= ======= ======= ======= Total Return(3) (35.83)% 19.92% 17.92% 18.58% 21.30% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $34,330 $51,232 $47,238 $38,213 $25,043 Ratio of Expenses to Average Net Assets 1.20% 1.20% 1.19% 1.14% 1.14% Ratio of Net Income (Loss) to Average Net Assets (0.04)% (0.35)% (0.31)% (0.05)% (0.16)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.24% 1.21% 1.20% 1.21% 1.21% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.08)% (0.36)% (0.32)% (0.12)% (0.23)% Portfolio Turnover Rate 40% 60% 59% 52% 62% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)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. Fiscal period Fiscal year Fiscal period ended ended ended CLASS B SHARES September 30, 2001(1),(2) October 31, 2000(2) October 31, 1999(2),(3) - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $42.80 $37.78 $36.92 ------ ------ ------ Investment Operations: Net Investment Income (Loss) (0.22) (0.47) (0.29) Net Gains (Losses) on Investments (both realized and unrealized) (13.76) 7.52 1.15 ------ ------ ------ Total From Investment Operations (13.98) 7.05 0.86 ------ ------ ------ Less Distributions: Dividends (from net investment income) -- -- -- Distributions (from capital gains) (4.88) (2.03) -- ------ ------ ------ Total Distributions (4.88) (2.03) -- ------ ------ ------ Net Asset Value, End of Period $23.94 $42.80 $37.78 ====== ====== ====== Total Return(4) (36.28)% 19.06% 2.33% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $2,954 $1,483 $ 722 Ratio of Expenses to Average Net Assets 1.93% 1.95% 1.96% Ratio of Net Income (Loss) to Average Net Assets (0.79)% (1.10)% (1.17)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.97% 1.96% 1.97% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.83)% (1.11)% (1.18)% Portfolio Turnover Rate 40% 60% 59% - ------------------------------------------------------------------------------------------------------------------------------------ (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Class B shares have been offered since March 1, 1999. All ratios for the period have been annualized, except total return. (4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 44 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP CORE FUND (CONTINUED) Fiscal period ended CLASS C SHARES September 30, 2001(1),(2) - ------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $23.75 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) 0.69 ------ Total From Investment Operations 0.69 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $24.44 ====== Total Return(3) 2.95% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income (Loss) to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 40% - ------------------------------------------------------------------------------------------------- (1)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. 45 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP GROWTH FUND Fiscal year ended September 30, CLASS A SHARES 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 21.55 $ 19.75 $ 16.25 $ 17.63 $ 13.63 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income (Loss) (0.04) (0.09) 0.02 0.09 0.09 Net Gains (Losses) on Investments (both realized and unrealized) (10.11) 4.87 5.39 (0.02) 4.28 -------- -------- -------- -------- -------- Total From Investment Operations (10.15) 4.78 5.41 0.07 4.37 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) -- -- (0.03) (0.09) (0.10) Distributions (from capital gains) (2.07) (2.98) (1.88) (1.36) (0.27) -------- -------- -------- -------- -------- Total Distributions (2.07) (2.98) (1.91) (1.45) (0.37) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 9.33 $ 21.55 $ 19.75 $ 16.25 $ 17.63 ======== ======== ======== ======== ======== Total Return(2) (51.45)% 25.74% 36.00% 0.61% 32.69% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 85,443 $208,556 $168,153 $140,948 $ 12,017 Ratio of Expenses to Average Net Assets 1.05% 1.05% 1.05% 1.05% 1.05% Ratio of Net Income (Loss) to Average Net Assets (0.32)% (0.45)% (0.05)% 0.56% 0.57% Ratio of Expenses to Average Net Assets (excluding waivers) 1.14% 1.14% 1.14% 1.11% 1.14% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.41)% (0.54)% (0.14)% 0.50% 0.48% Portfolio Turnover Rate 77% 47% 57% 38% 34% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal year ended September 30, CLASS B SHARES 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 20.93 $ 19.38 $ 16.06 $ 17.47 $ 13.57 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income (Loss) (0.14) (0.22) 0.07 0.03 0.01 Net Gains (Losses) on Investments (both realized and unrealized) (9.76) 4.75 5.13 (0.05) 4.18 -------- -------- -------- -------- -------- Total From Investment Operations (9.90) 4.53 5.20 (0.02) 4.19 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) -- -- -- (0.03) (0.02) Distributions (from capital gains) (2.07) (2.98) (1.88) (1.36) (0.27) -------- -------- -------- -------- -------- Total Distributions (2.07) (2.98) (1.88) (1.39) (0.29) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 8.96 $ 20.93 $ 19.38 $ 16.06 $ 17.47 ======== ======== ======== ======== ======== Total Return(2) (51.79)% 24.84% 34.99% 0.09% 31.42% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 17,976 $ 36,272 $ 19,011 $ 11,177 $ 9,487 Ratio of Expenses to Average Net Assets 1.80% 1.80% 1.80% 1.80% 1.80% Ratio of Net Income (Loss) to Average Net Assets (1.06)% (1.20)% (0.83)% (0.20)% (0.18)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.89% 1.89% 1.89% 1.86% 1.89% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (1.15)% (1.29)% (0.92)% (0.26)% (0.27)% Portfolio Turnover Rate 77% 47% 57% 38% 34% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 46 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP GROWTH FUND (CONTINUED) Fiscal period ended September 30, CLASS C SHARES 2001(1) 2000 1999(2) - -------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 21.30 $ 19.67 $ 18.56 ------- ------- ------- Investment Operations: Net Investment Income (Loss) (0.14) (0.09) 0.01 Net Gains (Losses) on Investments (both realized and unrealized) (9.95) 4.70 1.11 ------- ------- ------- Total From Investment Operations (10.09) 4.61 1.12 ------- ------- ------- Less Distributions: Dividends (from net investment income) -- -- (0.01) Distributions (from capital gains) (2.07) (2.98) -- ------- ------- ------- Total Distributions (2.07) (2.98) (0.01) ------- ------- ------- Net Asset Value, End of Period $ 9.14 $ 21.30 $ 19.67 ======= ======= ======= Total Return(3) (51.78)% 24.89% 6.04% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $13,177 $17,538 $ 962 Ratio of Expenses to Average Net Assets 1.80% 1.80% 1.80% Ratio of Net Loss to Average Net Assets (1.04)% (1.20)% (1.09)% Ratios of Expenses to Average Net Assets (excluding waivers) 1.89% 1.89% 1.89% Ratio of Net Loss to Average Net Assets (excluding waivers) (1.13)% (1.29)% (1.18)% Portfolio Turnover Rate 77% 47% 57% - -------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 47 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP VALUE FUND Fiscal year ended September 30, CLASS A SHARES 2001(1) 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 20.59 $ 23.12 $ 22.39 $ 28.74 $ 22.59 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.16 0.17 0.19 0.29 0.33 Net Gains (Losses) on Investments (both realized and unrealized) (2.67) 0.22 4.44 (2.59) 7.90 -------- -------- -------- -------- -------- Total From Investment Operations (2.51) 0.39 4.63 (2.30) 8.23 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.16) (0.17) (0.20) (0.29) (0.32) Distributions (from capital gains) (1.94) (2.75) (3.70) (3.76) (1.76) -------- -------- -------- -------- -------- Total Distributions (2.10) (2.92) (3.90) (4.05) (2.08) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 15.98 $ 20.59 $ 23.12 $ 22.39 $ 28.74 ======== ======== ======== ======== ======== Total Return(2) (13.72)% 0.92% 21.93% (8.77)% 38.82% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 94,064 $138,146 $177,251 $170,529 $ 50,381 Ratio of Expenses to Average Net Assets 1.05% 1.05% 1.05% 1.05% 1.05% Ratio of Net Income (Loss) to Average Net Assets 0.88% (0.45)% 0.82% 1.21% 1.14% Ratio of Expenses to Average Net Assets (excluding waivers) 1.15% 1.13% 1.15% 1.13% 1.14% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.78% (0.53)% 0.72% 1.13% 1.05% Portfolio Turnover Rate 64% 68% 61% 74% 57% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal year ended September 30, CLASS B SHARES 2001(1) 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 20.30 $ 22.87 $ 22.21 $ 28.55 $ 22.50 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.02 0.05 0.07 0.13 0.18 Net Gains (Losses) on Investments (both realized and unrealized) (2.63) 0.18 4.36 (2.58) 7.81 -------- -------- -------- -------- -------- Total From Investment Operations (2.61) 0.23 4.43 (2.45) 7.99 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.04) (0.05) (0.07) (0.13) (0.18) Distributions (from capital gains) (1.94) (2.75) (3.70) (3.76) (1.76) -------- -------- -------- -------- -------- Total Distributions (1.98) (2.80) (3.77) (3.89) (1.94) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 15.71 $ 20.30 $ 22.87 $ 22.21 $ 28.55 ======== ======== ======== ======== ======== Total Return(2) (14.42)% 0.17% 21.07% (9.37)% 37.71% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 38,108 $ 49,662 $ 61,711 $ 56,259 $ 53,420 Ratio of Expenses to Average Net Assets 1.80% 1.80% 1.80% 1.80% 1.80% Ratio of Net Income (Loss) to Average Net Assets 0.13% (1.20)% 0.07% 0.41% 0.39% Ratio of Expenses to Average Net Assets (excluding waivers) 1.90% 1.88% 1.90% 1.88% 1.89% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.03% (1.28)% (0.03)% 0.33% 0.30% Portfolio Turnover Rate 64% 68% 61% 74% 57% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 48 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP VALUE FUND (CONTINUED) Fiscal period ended September 30, CLASS C SHARES 2001(1) 2000 1999(2) - -------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 20.51 $ 23.09 $ 22.79 ------- ------- ------- Investment Operations: Net Investment Income 0.02 0.06 0.08 Net Gains (Losses) on Investments (both realized and unrealized) (2.65) 0.17 0.30 ------- ------- ------- Total From Investment Operations (2.63) 0.23 0.38 ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.04) (0.06) (0.08) Distributions (from capital gains) (1.94) (2.75) -- ------- ------- ------- Total Distributions (1.98) (2.81) (0.08) ------- ------- ------- Net Asset Value, End of Period $ 15.90 $ 20.51 $ 23.09 ======= ======= ======= Total Return(3) (14.36)% 0.17% 1.65% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $10,141 $ 6,551 $ 1,398 Ratio of Expenses to Average Net Assets 1.80% 1.80% 1.80% Ratio of Net Income (Loss) to Average Net Assets 0.12% (1.20)% 0.00% Ratios of Expenses to Average Net Assets (excluding waivers) 1.90% 1.88% 1.90% Ratio of Net Loss to Average Net Assets (excluding waivers) 0.02% (1.28)% (0.10)% Portfolio Turnover Rate 64% 68% 61% - -------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (3)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 49 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED RELATIVE VALUE FUND Fiscal period Fiscal period ended ended Fiscal year ended November 30, CLASS A SHARES September 30, 2001(1),(2) October 31, 2000(3) 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 28.87 $ 29.10 $ 26.26 $ 23.48 $ 19.03 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income 0.21 0.20 0.10 0.11 0.67 Net Gains (Losses) on Investments (both realized and unrealized) (4.55) (0.22) 3.01 3.66 4.45 ------- ------- ------- ------- ------- Total From Investment Operations (4.34) (0.02) 3.11 3.77 5.12 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.23) (0.21) (0.16) (0.17) (0.28) Distributions (from capital gains) (0.21) -- (0.11) (0.82) (0.39) ------- ------- ------- ------- ------- Total Distributions (0.44) (0.21) (0.27) (0.99) (0.67) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 24.09 $ 28.87 $ 29.10 $ 26.26 $ 23.48 ======= ======= ======= ======= ======= Total Return(4) (15.16)% (0.07)% 11.89% 16.67% 27.69% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $33,288 $42,853 $54,825 $50,925 $37,748 Ratio of Expenses to Average Net Assets 1.22% 1.36% 1.30% 1.29% 1.01% Ratio of Net Income to Average Net Assets 0.84% 0.75% 0.52% 0.70% 1.40% Ratio of Expenses to Average Net Assets (excluding waivers) 1.23% 1.46% 1.46% 1.49% 1.21% Ratio of Net Income to Average Net Assets (excluding waivers) 0.83% 0.65% 0.36% 0.50% 1.20% Portfolio Turnover Rate 4% 7% 11% 26% 18% - ------------------------------------------------------------------------------------------------------------------------------------ (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal period Fiscal period ended ended Fiscal period ended November 30, CLASS B SHARES September 30, 2001(1),(2) October 31, 2000(3) 1999 1998(4) - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 28.78 $ 29.09 $ 26.28 $ 26.01 ------- ------- ------- ------- Investment Operations: Net Investment Income 0.04 0.20 0.16 0.14 Net Gains (Losses) on Investments (both realized and unrealized) (4.54) (0.30) 2.94 0.24 ------- ------- ------- ------- Total From Investment Operations (4.50) (0.10) 3.10 0.38 ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.06) (0.21) (0.18) (0.11) Distributions (from capital gains) (0.21) -- (0.11) -- ------- ------- ------- ------- Total Distributions (0.27) (0.21) (0.29) (0.11) ------- ------- ------- ------- Net Asset Value, End of Period $ 24.01 $ 28.78 $ 29.09 $ 26.28 ======= ======= ======= ======= Total Return(5) (15.72)% (0.35)% 11.84% 1.50% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $12,081 $15,537 $14,278 $ 7,847 Ratio of Expenses to Average Net Assets 1.91% 1.36% 1.30% 1.04% Ratio of Net Income to Average Net Assets 0.16% 0.75% 0.57% 0.95% Ratio of Expenses to Average Net Assets (excluding waivers) 1.92% 1.46% 1.46% 1.24% Ratio of Net Income to Average Net Assets (excluding waivers) 0.15% 0.65% 0.41% 0.75% Portfolio Turnover Rate 4% 7% 11% 26% - ------------------------------------------------------------------------------------------------------------------------------------ (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (4)Class B shares have been offered since March 31, 1998. All ratios for the period have been annualized, except total return. (5)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 50 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED RELATIVE VALUE FUND (CONTINUED) Fiscal period ended CLASS C SHARES September 30, 2001(1),(2) - ------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $23.27 ------ Investment Operations: Net Investment Income -- Net Gains (Losses) on Investments (both realized and unrealized) 0.82 ------ Total From Investment Operations 0.82 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $24.09 ====== Total Return(3) 3.57% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 4% - ------------------------------------------------------------------------------------------------- (1)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. 51 PROSPECTUS - First American Large Cap Funds Class A, Class B, and Class C Shares - -------------------------------------------------------------------------------- FOR MORE INFORMATION More information about the funds is available in the funds' Statement of Additional Information, and annual and semiannual reports, and on the First American funds' Internet Web site. - -------------------------------------------------------------------------------- FIRST AMERICAN FUNDS WEB SITE Information about the First American funds may be viewed on the funds' Internet Web site at http://www.firstamericanfunds.com. - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI provides more details about the funds and their policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated into this prospectus by reference (which means that it is legally considered part of this prospectus). - -------------------------------------------------------------------------------- ANNUAL AND SEMIANNUAL REPORTS Additional information about the 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. You can obtain a free copy of the funds' SAI and/or free copies of the funds' most recent annual or semiannual reports by calling Investor Services at 800 677-FUND. The material you request will be sent by first-class mail or other means designed to ensure equally prompt delivery, within three business days of receipt of the request. You can also obtain copies of this information, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For more information, call 1-202-942-8090. Information about the funds is also available on the Internet. Text-only versions of fund documents can be viewed online or downloaded from the EDGAR Database on the SEC's Internet site at http://www.sec.gov. FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, which is located in Milwaukee, WI 53202, and is an affiliate of the investment advisor. PROLRGR 1/02 SEC file number: 811-05309 [LOGO] FIRST AMERICAN FUNDS(TM) [LOGO] FIRST AMERICAN FUNDS(TM) JANUARY 28, 2002 PROSPECTUS FIRST AMERICAN INVESTMENT FUNDS, INC. ASSET CLASS -- STOCK FUNDS LARGE CAP FUNDS CLASS Y SHARES BALANCED FUND CAPITAL GROWTH FUND EQUITY INCOME FUND GROWTH & INCOME FUND LARGE CAP CORE FUND LARGE CAP GROWTH FUND LARGE CAP VALUE FUND RELATIVE VALUE 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 - -------------------------------------------------------------------------------- Balanced Fund 2 - -------------------------------------------------------------------------------- Capital Growth Fund 5 - -------------------------------------------------------------------------------- Equity Income Fund 7 - -------------------------------------------------------------------------------- Growth & Income Fund 9 - -------------------------------------------------------------------------------- Large Cap Core Fund 11 - -------------------------------------------------------------------------------- Large Cap Growth Fund 13 - -------------------------------------------------------------------------------- Large Cap Value Fund 15 - -------------------------------------------------------------------------------- Relative Value Fund 17 - -------------------------------------------------------------------------------- POLICIES & SERVICES - -------------------------------------------------------------------------------- Buying and Selling Shares 19 - -------------------------------------------------------------------------------- Managing Your Investment 21 - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Management 22 - -------------------------------------------------------------------------------- More About The Funds 23 - -------------------------------------------------------------------------------- Financial Highlights 26 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Back Cover - -------------------------------------------------------------------------------- Fund Summaries INTRODUCTION This section of the prospectus describes the objectives of the First American Large Cap Funds, summarizes the main investment strategies used by each fund in trying to achieve its objectives, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the 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. 1 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries BALANCED FUND - -------------------------------------------------------------------------------- OBJECTIVE Balanced Fund's objective is to maximize total return (capital appreciation plus income). - -------------------------------------------------------------------------------- MAIN 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 that the advisor believes exhibit the potential for superior growth based on factors such as: o strong competitive position. o strong management. o sound financial condition. Up to 25% of the equity portion of the fund may be invested in securities of foreign issuers that are either listed on a U.S. stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. 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) including zero coupon bonds; mortgage-and asset-backed securities; and corporate debt obligations. 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's debt securities will be rated investment grade at the time or purchase or, if unrated, determined to be of comparable quality by the fund's advisor. At least 65% of these securities will be either U.S. government securities or securities that have received at least an A or equivalent rating. The fund may invest up to 15% of the debt portion of its portfolio in foreign securities payable in United States dollars. Under normal market conditions the fund attempts to maintain a weighted average effective maturity for its portfolio securities of 15 years or less and an average effective duration of three to eight years. The fund's weighted average effective maturity and average effective duration are measures of how the fund may react to interest rate changes. To generate additional income, the fund may invest up to 25% of total 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. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, value stocks, growth stocks, and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. One measure of interest rate risk is effective duration, explained in "More About The Funds -- Investment Strategies". INCOME RISK. The fund's income could decline due to falling market interest rates. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. CALL RISK. During periods of falling interest rates, a bond issuer may "call" -- or repay -- its high-yielding bonds before their maturity date. The fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the fund's income. RISKS OF MORTGAGE- AND ASSET-BACKED SECURITIES. Falling interest rates could cause faster than expected prepayments of the obligations underlying mortgage- and asset-backed securities, which the fund would have to invest at lower interest rates. On the other hand, rising interest rates could cause prepayments of the obligations to decrease, extending the life of mortgage- and asset-backed securities with lower interest rates. RISKS OF DOLLAR ROLL TRANSACTIONS. The use of mortgage dollar rolls could increase the volatility of the fund's share price. It could also diminish the fund's investment performance if the advisor does not predict mortgage prepayments and interest rates correctly. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. 2 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries BALANCED FUND CONTINUED RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark indices, which are broad measures of market performance. The fund's performance reflects fund expenses; the benchmarks are unmanaged, have no expenses and are unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. 3 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries BALANCED FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 8.24% -4.27% 26.52% 12.63% 17.47% 16.51% 4.28% 7.78% -8.41% - -------------------------------------------------------------------------------- 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 14.09% Worst Quarter: Quarter ending September 30, 2001 (9.93)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Five Years Inception - ------------------------------------------------------------------------------------------ Balanced Fund 3/30/92 (8.41)% 7.10% 8.91% - ------------------------------------------------------------------------------------------ Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 13.57% - ------------------------------------------------------------------------------------------ Lehman Aggregate Bond Index(3) 8.42% 7.42% 7.56% - ------------------------------------------------------------------------------------------ (1)On 9/24/01, First American Balanced Fund combined with Firstar Balanced Growth Fund and Firstar Balanced Income Fund. Performance history prior to 9/24/01 represents that of Firstar Balanced Growth Fund. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 3/31/92. (3)An unmanaged index composed of the Lehman Government/Credit Bond Index, the Lehman Mortgage Backed Securities Index and the Lehman Asset Backed Securities Index. The Lehman Government/Credit Bond Index is comprised of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities, and investment grade corporate debt securities. The Lehman Mortgage Backed Securities Index is comprised of the mortgage-backed pass through securities of Ginnie Mae, Fannie Mae and Freddie Mac. The Lehman Asset Backed Index is comprised of debt securities rated investment grade or higher that are backed by credit card, auto and home equity loans. The since inception performance of the index is calculated from 3/31/92. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.32% Total Annual Fund Operating Expenses 0.97% Waiver of Fund Expenses(2) (0.17)% NET EXPENSES(2) 0.80% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.80%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $82 3 years $292 5 years $519 10 years $1,172 4 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries CAPITAL GROWTH FUND - -------------------------------------------------------------------------------- OBJECTIVE Capital Growth Fund's objective is long-term growth of capital. Effective April 1, 2002, Capital Growth Fund's objective is to maximize long-term returns. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Capital Growth Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that have market capitalizations of at least $5 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to minimize income distributions and distributions of realized short-term gains (taxed as ordinary income). Among the main strategies used in the tax-efficient management of the fund are the following: o investing primarily in lower-yielding growth stocks to minimize taxable dividend income. o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains. o selling stocks trading below cost to realize losses (when appropriate) in order to offset realized capital gains that would otherwise have to be distributed to shareholders. o selling the highest-cost shares when selling appreciated stocks, in order to minimize realized capital gains. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (including derivative instruments such as purchased put options, equity collars, equity swaps, covered short sales, and stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 5 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries CAPITAL GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR GRAPH] 28.22% 25.84% -11.86% -23.86% - -------------------------------------------------------------------------------- 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 29.76% Worst Quarter: Quarter ending March 31, 2001 (20.11)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - ------------------------------------------------------------------------------------ Capital Growth Fund 8/18/97 (23.86)% 3.07% - ------------------------------------------------------------------------------------ Russell 1000 Growth Index(2) (20.42)% 4.59% - ------------------------------------------------------------------------------------ Standard & Poor's/BARRA 500 Growth Index(3) (12.70)% 7.13% - ------------------------------------------------------------------------------------ (1)On 9/24/01, the Capital Growth Fund became the successor by merger to the Firstar Large Cap Growth Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Growth Fund. The Firstar Large Cap Growth Fund was organized on 12/11/00 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (2)The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Growth Index as benchmarks. Going forward, the fund will use the Russell 1000 Growth Index as a comparison, because its composition better matches the fund's investment objectives and strategies. The since inception performance of the index is calculated from 8/31/97. (3)The Standard & Poor's/BARRA 500 Growth Index is an unmanaged market capitalization weighted index comprised of the stocks in the Standard & Poor's 500 Composite Index with the highest valuations and, in the adviser's view, the greatest growth opportunities. The since inception performance of the index is calculated from 8/31/97. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.34% Total Annual Fund Operating Expenses 0.99% Waiver of Fund Expenses(2) (0.09)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $306 5 years $538 10 years $1,204 6 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries EQUITY INCOME FUND - -------------------------------------------------------------------------------- OBJECTIVE Equity Income Fund's objective is long-term growth of capital and income. - -------------------------------------------------------------------------------- MAIN 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 investment advisor believes are characterized by: o the ability to pay above average dividends. o the ability to finance expected growth. o strong management. 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 preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. RISKS OF NON-INVESTMENT GRADE SECURITIES. The fund may invest up to 20% of its total assets 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark indices, which are broad measures of market performance. The fund's performance reflects fund expenses; the benchmarks are unmanaged, have no expenses and are unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. 7 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries EQUITY INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 23.00% 20.28% 27.72% 16.22% 4.21% 12.63% -4.25% - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending June 30, 1997 11.99% Worst Quarter: Quarter ending September 30, 1999 (8.59)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/00 Date One Year Five Years Inception - ------------------------------------------------------------------------------------------- Equity Income Fund 8/2/94 (4.25)% 10.78% 13.07% - ------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(1) (11.88)% 10.70% 14.75% - ------------------------------------------------------------------------------------------- Lehman Gov't/Credit Bond Index(2) 8.48% 7.36% 7.75% - ------------------------------------------------------------------------------------------- (1)An unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 8/31/94. (2)An unmanaged index of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, and investment grade corporate debt securities. The since inception performance of the index is calculated from 8/31/94. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.30% Total Annual Fund Operating Expenses 0.95% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $298 5 years $520 10 years $1,161 8 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries GROWTH & INCOME FUND - -------------------------------------------------------------------------------- OBJECTIVE Growth & Income Fund's objective is long-term growth of capital and income. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Growth & 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 investment advisor believes are characterized by: o the ability to grow dividends at an above average rate. o the ability to finance expected growth. o strong management. 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 paying securities if the advisor believes they will help balance the portfolio. The fund's equity securities include common stocks and preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. RISKS OF NON-INVESTMENT GRADE SECURITIES. The fund may invest up to 20% of its total assets 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmarks are unmanaged, have no expenses and are unavailable for investment. 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, the fund's performance would be reduced. 9 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries GROWTH & INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 5.48% 6.64% 0.14% 34.83% 25.03% 33.54% 22.77% 3.01% 5.73% -16.18% - -------------------------------------------------------------------------------- 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 17.77% Worst Quarter: Quarter ending September 30, 2001 (14.80)% AVERAGE ANNUAL TOTAL RETURNS Inception AS OF 12/31/01(1) Date One Year Five Years Ten Years - -------------------------------------------------------------------------------------------------- Growth & Income Fund 12/29/89 (16.18)% 8.40% 11.01% - -------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 12.93% - -------------------------------------------------------------------------------------------------- (1)On 9/24/01, the Growth & Income Fund became the successor by merger to the Firstar Growth & Income Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Growth & Income Fund. (2)An unmanaged index of large-capitalization stocks. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.29% Total Annual Fund Operating Expenses 0.94% Waiver of Fund Expenses(2) (0.04)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $295 5 years $516 10 years $1,151 10 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries LARGE CAP CORE FUND - -------------------------------------------------------------------------------- OBJECTIVE Large Cap Core Fund's objective is long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large 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 companies that have market capitalizations of at least $3 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 11 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries LARGE CAP CORE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 9.98% -5.34% 30.03% 18.15% 22.91% 30.46% 14.29% -1.22% -22.21% - -------------------------------------------------------------------------------- 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 24.04% Worst Quarter: Quarter ending September 30, 2001 (17.48)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Five Years Inception - -------------------------------------------------------------------------------------------- Large Cap Core Fund 12/29/92 (22.21)% 7.09% 9.49% - -------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 13.54% - -------------------------------------------------------------------------------------------- (1)On 9/24/01, the Large Cap Core Fund became the successor by merger to the Firstar Large Cap Core Equity Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Core Equity Fund. (2)An unmanaged index of large capitalization stocks. The since inception performance of the index is calculated from 12/31/92. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) NONE MAXIMUM DEFERRED SALES CHARGE (LOAD) (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.30% Total Annual Fund Operating Expenses 0.95% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $298 5 years $520 10 years $1,161 12 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries LARGE CAP GROWTH FUND - -------------------------------------------------------------------------------- OBJECTIVE Large Cap Growth Fund's objective is long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large Cap Growth Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that have market capitalizations of at least $5 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. 13 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries LARGE CAP GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 32.78% 23.23% 21.61% 24.05% 38.04% -17.40% -31.64% - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1999 22.71% Worst Quarter: Quarter ending March 31, 2001 (25.29)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - ------------------------------------------------------------------------------------------ Large Cap Growth Fund 8/2/94 (31.64)% 3.29% 9.85% - ------------------------------------------------------------------------------------------ Russell 1000 Growth Index(1) (20.42)% 8.27% 13.29% - ------------------------------------------------------------------------------------------ Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 14.91% - ------------------------------------------------------------------------------------------ (1)The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Growth Index as a comparison, because its composition better matches the fund's investment objectives and strategies. The since inception performance of the index is calculated from 8/31/94. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 8/31/94. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.29% Total Annual Fund Operating Expenses 0.94% Waiver of Fund Expenses(2) (0.04)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $295 5 years $516 10 years $1,151 14 PROSPECTUS - First American Large Cap Funds Class Y Shares 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. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large Cap Value Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the fund's advisor invests in securities that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, value stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. 15 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries LARGE CAP VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 32.23% 29.47% 22.80% 9.99% 8.20% 0.46% -7.71% - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 16.64% Worst Quarter: Quarter ending September 30, 1998 (13.85)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - ------------------------------------------------------------------------------------------ Large Cap Value Fund 2/4/94 (7.71)% 6.27% 11.50% - ------------------------------------------------------------------------------------------ Russell 1000 Value Index(1) (5.59)% 11.13% 13.99% - ------------------------------------------------------------------------------------------ Standard & Poor's 500 Composite Index(2) (11.88)% 10.70% 14.19% - ------------------------------------------------------------------------------------------ (1)The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard and Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Value Index as a comparison, because its composition better matches the fund's investment objectives and strategies. The since inception performance of the index is calculated from 2/28/94. (2)An unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 2/28/94. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.30% Total Annual Fund Operating Expenses 0.95% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $298 5 years $520 10 years $1,161 16 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries RELATIVE VALUE FUND - -------------------------------------------------------------------------------- OBJECTIVE Relative Value Fund's objective is to maximize after-tax total return from capital appreciation plus income. Effective April 1, 2002, Relative Value Fund's objective is to maximize total return from capital appreciation plus income. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, the fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks. The advisor selects companies that it believes represent the best values within each industry sector as indicated by the following characteristics and which are undervalued relative to the stocks comprising the Russell 1000 Index. o price/earning ratios. o book value. o assets to liabilities ratio. The advisor selects securities and attempts to maintain an acceptable level of risk largely through the use of automated quantitative models, together with economic forecasts and assessments of the risk and volatility of the company's industry. The advisor assesses the earnings and dividend growth prospects of the various companies' stocks and then considers the risk and volatility of the companies' industries. The advisor also considers other factors such as product position or market share. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to moderate amount of dividend income. Among the main strategies used in the tax-efficient management of the fund are the following: o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains (taxed as ordinary income). o selling stocks trading below cost to realize losses (when appropriate). o selecting tax-favored share lots when selling appreciated stocks. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (including derivative instruments such as purchased put options, equity collars, equity swaps, covered short sales, and stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's shares has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 17 PROSPECTUS - First American Large Cap Funds Class Y Shares Fund Summaries RELATIVE VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 18.50% 7.42% -2.89% -5.14% - -------------------------------------------------------------------------------- 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 21.37% Worst Quarter: Quarter ending September 30, 2001 (12.22)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - ------------------------------------------------------------------------------------- Relative Value Fund 8/18/97 (5.14)% 5.33% - ------------------------------------------------------------------------------------- Russell 1000 Value Index(2) (5.59)% 7.88% - ------------------------------------------------------------------------------------- Standard & Poor's/BARRA 500 Value Index(3) (11.68)% 6.42% - ------------------------------------------------------------------------------------- (1)On 9/24/01, the Relative Value Fund became the successor by merger to the Firstar Relative Value Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Relative Value Fund. The Firstar Relative Value Fund was organized on 12/11/00 and, prior to that was a separate series of Firstar Stellar Funds, Inc. (2)The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Value Index as benchmarks. Going forward, the fund will use the Russell 1000 Value Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index is calculated from 8/31/97. (3)The Standard & Poor's/BARRA 500 Value Index is an unmanaged capitalization weighted index consisting of approximately 50% of the market capitalization of the Standard & Poor's 500 Composite Index with low price-to-book ratios. The since inception performance of the index is calculated from 8/31/97. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses 0.30% Total Annual Fund Operating Expenses 0.95% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 0.90% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.90%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $92 3 years $298 5 years $520 10 years $1,161 18 PROSPECTUS - First American Large Cap Funds Class Y Shares Policies & Services BUYING AND SELLING SHARES - -------------------------------------------------------------------------------- MULTIPLE CLASS INFORMATION The funds offer five different classes of shares. This prospectus offers Class Y shares that are sold through banks and other financial institutions that have entered into sales agreements with the funds' distributor. Class Y shares are available to certain accounts for which the financial institution acts in a fiduciary, agency, or custodial capacity, such as certain trust accounts and investment advisory accounts. Class Y shares are typically held in an omnibus account with the transfer agent. While there is no initial or deferred sales charge on your purchase of Class Y shares, your investment professional or financial institution may receive a commission of up to 1.25% on your purchase. To find out whether you may purchase Class Y shares, contact your financial institution. Class A, Class B, Class C and Class S shares of the funds are available through separate prospectuses. There are differences among the fees and expenses for each of the five classes. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the investment advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. The following describes the features of each class: o Class A shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 0.25%. o Class B shares are sold to the public with a contingent deferred sales charge (CDSC) and annual distribution and service (12b-1) fees of 1.00%. o Class C shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 1.00% (may be subject to a CDSC). o Class S shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class S shares are sold without a sales charge or distribution fee, but with an annual shareholder servicing fee of 0.25%. o Class Y shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class Y shares are sold without a sales charge or distribution fee. THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION 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. - -------------------------------------------------------------------------------- CALCULATING YOUR SHARE PRICE Your purchase price will be equal to the fund's net asset value (NAV) per share, which is generally calculated as of the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time) every day the exchange is open. 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. If market prices are not readily available for an investment or if the advisor believes they are unreliable, fair value prices may be determined in good faith using methods approved by the funds' board of directors. - -------------------------------------------------------------------------------- HOW TO BUY AND SELL SHARES You may purchase or sell shares by calling your financial institution. When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial institution. Shares may be purchased or sold on days when the New York Stock Exchange is open. Wire federal funds as follows: U.S. Bank National Association ABA Number: 0420-00013 Account Number: 112-952-137 Credit to: First American (NAME OF FUND, INVESTOR NAME AND INVESTOR ACCOUNT #) You may sell your shares on any day when the New York Stock Exchange is open. Purchase orders and redemption requests must be received by your financial institution by the time specified by the institution to be assured same day processing. In order for shares to be purchased at that day's price, the funds must receive your purchase order by 3:00 p.m. Central time. In order for shares to be sold at that day's price, the funds must receive your redemption request by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit orders to the funds. Purchase orders and redemption requests may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. If the funds receive your redemption request by 3:00 p.m. Central time, payment of your redemption proceeds will ordinarily be made by wire on the next business day. It is possible, however, that payment could be delayed by up to seven days. To minimize the effect of large redemption requests, each fund reserves the right to fulfill these redemption requests by distributing readily marketable securities in the fund's portfolio, rather than paying you in cash. See "Policies & Services -- Managing Your Investment, Redemption In Kind." 19 PROSPECTUS - First American Large Cap Funds Class Y Shares Policies & Services BUYING AND SELLING SHARES CONTINUED - -------------------------------------------------------------------------------- HOW TO EXCHANGE SHARES If your investment goals or your financial needs change, you may exchange your shares for Class Y shares of another First American fund. Exchanges are made at the net asset value per share of each fund at the time of the exchange. There is no fee to exchange shares. If you are no longer eligible to hold Class Y shares, for example, if you decide to discontinue your fiduciary, agency, or custodian account, you may exchange your shares for Class A shares at net asset value. Class A shares currently have higher expenses than Class Y shares. To exchange your shares, call your financial institution. In order for your shares to be exchanged the same day, you must call your financial institution by the time specified by the institution and your exchange order must be received by the funds by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit your exchange order to the funds. Before exchanging into any fund, be sure to read its prospectus carefully. A fund may change or cancel its exchange policies at any time. You will be notified of any changes. The funds have the right to limit exchanges to four times per year. - -------------------------------------------------------------------------------- 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, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of readily marketable securities in the fund instead of cash. In selecting securities for a redemption in kind, the advisor will consider the best interests of the fund and the remaining fund shareholders, and will value these securities in accordance with the pricing methods employed to calculate the fund's net asset value per share. If you receive redemption proceeds in kind, you should expect to incur transaction costs upon disposition of the securities received in the redemption. 20 PROSPECTUS - First American Large Cap Funds Class Y Shares Policies & Services MANAGING YOUR INVESTMENT - -------------------------------------------------------------------------------- STAYING INFORMED SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November and May. They include financial statements and performance information, and on an annual basis, a message from your portfolio managers and the auditors' report. In an attempt to reduce shareholder costs and help eliminate duplication, the 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 are mailed following each purchase or sale of fund shares. Generally, a fund does not send statements to individuals who have their shares held in an omnibus account. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Dividends from a fund's net investment income are declared and paid monthly. Any capital gains are distributed at least once each year. On the ex-dividend date for a distribution, 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 paying the distribution, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form or by contacting your financial institution. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, the undelivered distributions and all future distributions will be reinvested in fund shares 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 Statement of Additional Information. However, because everyone's tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. TAXES ON DISTRIBUTIONS. 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 from a fund's net investment income and 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. Because of their investment objectives and strategies, distributions for Capital Growth Fund, Large Cap Core Fund, Large Cap Growth Fund, Large Cap Value Fund and Relative Value Fund are expected to consist primarily of capital gains. TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's shares for shares of another fund, will be a taxable event and may result in a capital gain or loss. The gain or loss will be considered long-term if you have held your shares for more than one year. A gain or loss on shares held for one year or less is considered short-term and is taxed at the same rates as ordinary income. If in redemption of his or her shares a shareholder receives a distribution of readily marketable securities instead of cash, the shareholder will be treated as receiving an amount equal to the fair market value of the securities at the time of the distribution for purposes of determining capital gain or loss on the redemption, and will also acquire a basis in the shares for federal income tax purposes equal to their fair market value. The exchange of one class of shares for another class of shares in the same fund will not be taxable. TAX MANAGED STRATEGY. As a result of their tax-efficient strategies, Capital Growth Fund and Relative Value Fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. These tax-efficient strategies will not be in effect after April 1, 2002. 21 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information MANAGEMENT U.S. Bancorp Asset Management, Inc., is the funds' investment advisor. U.S. Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations, pensions and retirement plans. As of September 30, 2001, U.S. Bancorp Asset Management and its affiliates had more than $114 billion in assets under management, including investment company assets of more than $51 billion. As investment advisor, U.S. Bancorp Asset Management 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 fee for providing investment advisory services. The table below reflects investment advisory fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.(1) Advisory fee as a % of average daily net assets - -------------------------------------------------------------------------------- BALANCED FUND 0.68% CAPITAL GROWTH FUND(2) 0.83% EQUITY INCOME FUND 0.55% GROWTH & INCOME FUND(2) 0.72% LARGE CAP CORE FUND(2) 0.71% LARGE CAP GROWTH FUND 0.61% LARGE CAP VALUE FUND 0.60% RELATIVE VALUE FUND(2) 0.74% - -------------------------------------------------------------------------------- (1)Prior to May 2, 2001, First American Asset Management (FAAM), a division of U.S. Bank National Association, served as investment advisor to Balanced Fund, Equity Income Fund, Large Cap Growth Fund and Large Cap Value Fund; Firstar Investment Research & Management Company LLC (FIRMCO), an affiliate of FAAM, served as investment advisor to Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Asset Management, Inc. The investment advisory fees paid by each fund to U.S. Bancorp Asset Management did not change as a result of the combination. (2)On September 24, 2001, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund became the successors by merger to Firstar Large Cap Growth Fund, Firstar Growth & Income Fund, Firstar Large Cap Core Fund and Firstar Relative Value Fund, respectively. The fiscal year end for the Firstar funds was October 31; Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund each has a fiscal year end of September 30. Information presented in the table has been annualized for the eleven-month fiscal period ended September 30, 2001. DIRECT CORRESPONDENCE TO: First American Funds P.O. Box 1330 Minneapolis, Minnesota 55440-1330 INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 DISTRIBUTOR Quasar Distributors, LLC 615 E. Michigan Street Milwaukee, WI 53202 ADDITIONAL COMPENSATION U.S. Bancorp Asset Management and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds' investment advisor. U.S. Bancorp Asset Management and its affiliates also receive compensation in connection with the following: CUSTODY SERVICES. U.S. Bank National Association (U.S. Bank) provides or compensates others to provide custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.01% of a fund's average daily net assets. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while providing custody services to the funds. ADMINISTRATION SERVICES. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Co-Administrators), provide or compensate others to provide administrative services to the First American family of funds. These services include general administrative and accounting services, transfer agency and dividend disbursing services, blue sky services, and shareholder services. With respect to the First American open-end mutual funds, the Co-Administrators receive total fees on an annual basis, of up to 0.25% of the aggregate average daily net assets of First American Investment Funds, Inc., First American Strategy Funds, Inc. and First American Insurance Portfolios, Inc., and of up to 0.20% of the aggregate average daily net assets of First American Funds, Inc. The funds also pay the Co-Administrators fees based upon the number of funds and accounts maintained. In addition, the Co-Administrators are reimbursed for their out-of-pocket expenses incurred while providing administration services to the funds. DISTRIBUTION SERVICES. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, serves as distributor of the funds and receives out of pocket expenses incurred while providing distribution and other sub-administrative services for the funds. SECURITIES LENDING SERVICES. In connection with lending their portfolio securities, the funds pay administrative and custodial fees to U.S. Bancorp Asset Management which are equal to 40% of the funds' income from these securities lending transactions. BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the funds, the funds' investment advisor may place trades through its affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., which will earn commissions on these transactions. SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S. Bancorp Asset Management, U.S. Bank or their broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing fees from the funds' distributor. PORTFOLIO MANAGEMENT Each fund's investments are managed by a team of persons associated with U.S. Bancorp Asset Management. 22 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information MORE ABOUT THE FUNDS - -------------------------------------------------------------------------------- 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 The funds' main 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. 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. EFFECTIVE DURATION. Balanced Fund normally attempts to maintain an average effective duration of three to eight years for the debt securities portion of its portfolio. Effective duration, one 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. EFFECTIVE MATURITY. Balanced 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. PORTFOLIO TURNOVER. Portfolio managers for the funds may trade securities frequently, resulting, from time to time, in an annual portfolio turnover rate of over 100%. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate. - -------------------------------------------------------------------------------- RISKS The main risks of investing in the funds are summarized in the "Fund Summaries" section. More information about fund risks is presented below. MARKET RISK. All stocks are subject to price movements due to changes in general economic conditions, the level of prevailing interest rates, or investor perceptions of the market. Prices also are affected by the outlook for overall corporate profitability. 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. COMPANY RISK. Individual stocks can perform differently than the overall market. This may be a result of specific factors such as changes in corporate profitability due to the success or failure of specific products or management strategies, or it may be due to changes in investor perceptions regarding a company. FOREIGN SECURITY RISK. Each fund may invest up to 25% of its total assets (25% of the equity portion of its portfolio for Balanced Fund) in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. In addition, Balanced Fund may invest up to 15% of the debt portion of its portfolio in foreign securities payable in United States dollars. 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. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy. RISKS OF ACTIVE MANAGEMENT. Each fund is actively managed and its performance therefore will reflect in part the advisor's ability to make investment decisions which are suited to achieving the fund's investment objectives. Due to their 23 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information MORE ABOUT THE FUNDS CONTINUED active management, the funds could underperform other mutual funds with similar investment objectives. RISKS OF SECURITIES LENDING. 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. To reduce these risks, the funds enter into loan arrangements only with institutions which the funds' advisor has determined are creditworthy under guidelines established by the funds' board of directors. RISKS OF DERIVATIVE INSTRUMENTS. The use of derivative instruments exposes a 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 anticipates; an imperfect correlation between the price of derivative instruments and movements in the prices of the securities being hedged; the possible absence of 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, particularly, in the case of privately negotiated instruments, 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. - -------------------------------------------------------------------------------- ADDITIONAL RISKS OF BALANCED FUND, EQUITY INCOME FUND AND GROWTH & INCOME FUND INTEREST RATE RISK. Debt securities in Balanced Fund, Equity Income Fund and Growth & 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. CREDIT RISK. Balanced Fund, Equity Income Fund and Growth & Income Fund are subject to the risk that the issuers of debt securities held by a fund will not make payments on the securities. 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. Balanced Fund attempts to minimize credit risk by investing in securities considered at least investment grade at the time of purchase. However, all of these securities, especially those in the lower investment grade rating categories, have credit risk. In adverse economic or other circumstances, issuers of these lower rated securities are more likely to have difficulty making principal and interest payments than issuers of higher rated securities. When Balanced Fund purchases unrated securities, it will depend on the advisor's analysis of credit risk more heavily than usual. As discussed in the "Fund Summaries" section, Equity Income Fund and Growth & Income Fund invest in convertible debt securities that are rated below investment grade and are therefore subject to additional credit risk. - -------------------------------------------------------------------------------- ADDITIONAL RISKS OF BALANCED FUND 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. Balanced 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. EXTENSION RISK. Mortgage-backed securities are secured by and payable from pools of mortgage loans. Similarly, asset-backed securities 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 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. PREPAYMENT RISK. Mortgage- and asset-backed securities also 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. Balanced 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. 24 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information MORE ABOUT THE FUNDS CONTINUED RISKS OF DOLLAR ROLL TRANSACTIONS. In a dollar roll transaction, Balanced 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 Balanced 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. 25 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The tables that follow present performance information about the Class Y shares of each fund. 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. 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 financial highlights for the Balanced Fund as set forth herein include the historical financial highlights of the Firstar Balanced Growth Fund. The assets of the Firstar Fund were acquired by the First American Balanced Fund on September 24, 2001. In connection with such acquisition, Firstar Institutional Class shares were exchanged for Class Y shares of the First American Fund. Historical per-share amounts have been adjusted to reflect the conversion ratios utilized for the merger of the Balanced Fund and Firstar Balanced Growth Fund. Firstar Balanced Growth Fund is the accounting survivor. The financial highlights for the Capital Growth Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Growth Fund. The assets of the Firstar Fund were acquired by the First American Capital Growth Fund on September 24, 2001. In connection with such acquisition, Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. The financial highlights for the Growth & Income Fund as set forth herein include the historical financial highlights of the Firstar Growth & Income Fund. The assets of the Firstar Fund were acquired by the First American Growth & Income Fund on September 24, 2001. In connection with such acquisition, Firstar Institutional Class shares were exchanged for Class Y shares of the First American Fund. The financial highlights for the Large Cap Core Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Core Equity Fund. The assets of the Firstar Fund were acquired by the First American Large Cap Core Fund on September 24, 2001. In connection with such acquisition, Firstar Institutional Class shares were exchanged for Class Y shares of the First American Fund. The financial highlights for the Relative Value Fund as set forth herein include the historical financial highlights of the Firstar Relative Value Fund. The assets of the Firstar Fund were acquired by the First American Relative Value Fund on September 24, 2001. In connection with such acquisition, Firstar Institutional Class shares were exchanged for Class Y shares of the First American Fund. The information for Equity Income Fund, Large Cap Growth Fund and Large Cap Value Fund for the fiscal years ended September 30, 2001, September 30, 2000, and September 30, 1999, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. The information for the fiscal years ended on or before September 30, 1998, has been audited by other auditors. The information for Balanced Fund, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, and Relative Value Fund for the fiscal period ended September 30, 2001 has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. The information for the fiscal periods ended on or before October 31, 2000, has been audited by other auditors. 26 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED BALANCED FUND Fiscal period ended September 30, Fiscal year ended October 31, 2001(1),(2) 2000 1999 1998 1997 - -------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 13.87 $ 12.43 $ 12.32 $ 12.59 $ 11.55 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.16 0.26 0.24 0.26 0.27 Net Gains (Losses) on Investments (both realized and unrealized) (2.20) 2.13 0.49 0.77 1.73 -------- -------- -------- -------- -------- Total From Investment Operations (2.04) 2.39 0.73 1.03 2.00 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.23) (0.26) (0.23) (0.27) (0.27) Distributions (from capital gains) (2.07) (0.69) (0.39) (1.03) (0.69) -------- -------- -------- -------- -------- Total Distributions (2.30) (0.95) (0.62) (1.30) (0.96) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 9.53 $ 13.87 $ 12.43 $ 12.32 $ 12.59 ======== ======== ======== ======== ======== Total Return(3) (16.84)% 19.94% 5.87% 8.83% 18.39% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $375,983 $163,158 $180,737 $188,123 $164,382 Ratio of Expenses to Average Net Assets 0.97% 0.97% 0.93% 0.75% 0.75% Ratio of Net Income to Average Net Assets 2.21% 1.91% 1.84% 2.16% 2.31% Ratio of Expenses to Average Net Assets (excluding waivers) 1.04% 1.03% 1.00% 0.99% 1.00% Ratio of Net Income to Average Net Assets (excluding waivers) 2.14% 1.85% 1.77% 1.92% 2.06% Portfolio Turnover Rate 54% 79% 69% 56% 70% - -------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)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. CAPITAL GROWTH FUND Fiscal period Fiscal period ended ended September 30, October 31, Fiscal period ended November 30, 2001(1) 2000(2) 1999 1998 1997(3) - -------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 26.01 $ 23.90 $ 19.51 $ 17.18 $ 16.46 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income (Loss) (0.05) (0.03) 0.07 0.06 0.03 Net Gains (Losses) on Investments (both realized and unrealized) (10.48) 2.14 4.83 3.30 0.73 -------- -------- -------- -------- -------- Total From Investment Operations (10.53) 2.11 4.90 3.36 0.76 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) -- -- (0.06) (0.07) (0.04) Distributions (from capital gains) (0.71) -- (0.45) (0.96) -- -------- -------- -------- -------- -------- Total Distributions (0.71) -- (0.51) (1.03) (0.04) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 14.77 $ 26.01 $ 23.90 $ 19.51 $ 17.18 ======== ======== ======== ======== ======== Total Return(4) (41.46)% 8.83% 25.61% 20.91% 4.59% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $131,961 $239,576 $186,177 $121,475 $109,087 Ratio of Expenses to Average Net Assets 1.14% 1.13% 1.11% 1.09% 1.06% Ratio of Net Income (Loss) to Average Net Assets (0.27)% (0.15)% 0.17% 0.37% 0.68% Ratio of Expenses to Average Net Assets (excluding waivers) 1.26% 1.23% 1.27% 1.29% 1.26% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.39)% (0.25)% 0.01% 0.17% 0.48% Portfolio Turnover Rate 38% 35% 28% 48% 60% - -------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (3)Commenced operations on August 18, 1997. All ratios for the period have been annualized, except total return. (4)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 27 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED EQUITY INCOME FUND Fiscal year ended September 30, 2001(1) 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 16.37 $ 16.00 $ 15.74 $ 15.70 $ 12.66 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.33 0.32 0.40 0.46 0.43 Net Gains (Losses) on Investments (both realized and unrealized) (0.76) 1.47 1.17 0.88 3.40 -------- -------- -------- -------- -------- Total From Investment Operations (0.43) 1.79 1.57 1.34 3.83 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.35) (0.32) (0.41) (0.45) (0.44) Distributions (from capital gains) (3.39) (1.10) (0.90) (0.85) (0.35) -------- -------- -------- -------- -------- Total Distributions (3.74) (1.42) (1.31) (1.30) (0.79) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 12.20 $ 16.37 $ 16.00 $ 15.74 $ 15.70 ======== ======== ======== ======== ======== Total Return(2) (3.71)% 11.46% 10.10% 8.85% 31.45% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $267,361 $275,436 $350,775 $359,588 $369,919 Ratio of Expenses to Average Net Assets 0.75% 0.75% 0.75% 0.75% 0.75% Ratio of Net Income to Average Net Assets 2.21% 1.99% 2.38% 2.81% 3.12% Ratio of Expenses to Average Net Assets (excluding waivers) 0.90% 0.89% 0.88% 0.87% 0.92% Ratio of Net Income to Average Net Assets (excluding waivers) 2.06% 1.85% 2.25% 2.69% 2.95% Portfolio Turnover Rate 33% 36% 35% 14% 39% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. GROWTH & INCOME FUND Fiscal period ended September 30, Fiscal year ended October 31, 2001(1),(2) 2000(2) 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 47.47 $ 46.12 $ 44.46 $ 39.28 $ 33.08 -------- -------- -------- -------- -------- Investment Operations: Net Investment Income 0.20 0.26 0.41 0.47 0.46 Net Gains (Losses) on Investments (both realized and unrealized) (11.49) 5.21 4.92 6.55 8.94 -------- -------- -------- -------- -------- Total From Investment Operations (11.29) 5.47 5.33 7.02 9.40 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) (0.21) (0.22) (0.46) (0.45) (0.47) Distributions (from capital gains) (4.76) (3.90) (3.21) (1.39) (2.73) -------- -------- -------- -------- -------- Total Distributions (4.97) (4.12) (3.67) (1.84) (3.20) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 31.21 $ 47.47 $ 46.12 $ 44.46 $ 39.28 ======== ======== ======== ======== ======== Total Return(3) (26.15)% 12.83% 12.04% 18.35% 30.83% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $497,781 $524,828 $531,257 $474,603 $366,020 Ratio of Expenses to Average Net Assets 0.93% 0.94% 0.92% 0.87% 0.87% Ratio of Net Income to Average Net Assets 0.59% 0.56% 0.99% 1.11% 1.34% Ratio of Expenses to Average Net Assets (excluding waivers) 0.96% 0.95% 0.93% 0.94% 0.94% Ratio of Net Income to Average Net Assets (excluding waivers) 0.56% 0.55% 0.98% 1.04% 1.27% Portfolio Turnover Rate 51% 89% 62% 49% 31% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)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. 28 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP CORE FUND Fiscal period ended September 30, Fiscal year ended October 31, 2001(1),(2) 2000(2) 1999(2) 1998(2) 1997 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 44.00 $ 38.42 $ 36.05 $ 35.48 $ 30.43 ---------- ---------- ---------- ---------- ---------- Investment Operations: Net Investment Income (Loss) 0.06 (0.04) (0.02) 0.07 0.04 Net Gains (Losses) on Investments (both realized and unrealized) (14.25) 7.65 6.47 5.70 6.31 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations (14.19) 7.61 6.45 5.77 6.35 ---------- ---------- ---------- ---------- ---------- Less Distributions: Dividends (from net investment income) -- -- (0.04) (0.03) -- Distributions (from capital gains) (4.88) (2.03) (4.04) (5.17) (1.30) ---------- ---------- ---------- ---------- ---------- Total Distributions (4.88) (2.03) (4.08) (5.20) (1.30) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period $ 24.93 $ 44.00 $ 38.42 $ 36.05 $ 35.48 ========== ========== ========== ========== ========== Total Return(3) (35.70)% 20.24% 18.18% 18.89% 21.56% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 316,213 $ 339,166 $ 306,832 $ 197,798 $ 181,650 Ratio of Expenses to Average Net Assets 0.94% 0.95% 0.94% 0.89% 0.89% Ratio of Net Income (Loss) to Average Net Assets 0.20% (0.10)% (0.06)% 0.20% 0.09% Ratio of Expenses to Average Net Assets (excluding waivers) 0.98% 0.96% 0.95% 0.96% 0.96% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.16% (0.11)% (0.07)% 0.13% 0.02% Portfolio Turnover Rate 40% 60% 59% 52% 62% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)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. LARGE CAP GROWTH FUND Fiscal year ended September 30, 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 21.73 $ 19.84 $ 16.30 $ 17.64 $ 13.66 ---------- ---------- ---------- ---------- ---------- Investment Operations: Net Investment Income (Loss) (0.01) (0.04) 0.02 0.13 0.12 Net Gains (Losses) on Investments (both realized and unrealized) (10.21) 4.91 5.46 0.02 4.26 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations (10.22) 4.87 5.48 0.15 4.38 ---------- ---------- ---------- ---------- ---------- Less Distributions: Dividends (from net investment income) -- -- (0.06) (0.13) (0.13) Distributions (from capital gains) (2.07) (2.98) (1.88) (1.36) (0.27) ---------- ---------- ---------- ---------- ---------- Total Distributions (2.07) (2.98) (1.94) (1.49) (0.40) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period $ 9.44 $ 21.73 $ 19.84 $ 16.30 $ 17.64 ========== ========== ========== ========== ========== Total Return(2) (51.31)% 26.13% 36.36% 1.07% 32.75% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 594,163 $1,112,122 $ 854,819 $ 680,143 $ 681,151 Ratio of Expenses to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80% Ratio of Net Income (Loss) to Average Net Assets (0.06)% (0.20)% 0.20% 0.82% 0.77% Ratio of Expenses to Average Net Assets (excluding waivers) 0.89% 0.89% 0.89% 0.86% 0.89% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.15)% (0.29)% 0.11% 0.76% 0.68% Portfolio Turnover Rate 77% 47% 57% 38% 34% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 29 PROSPECTUS - First American Large Cap Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP VALUE FUND Fiscal year ended September 30, 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 20.64 $ 23.17 $ 22.42 $ 28.75 $ 22.60 ---------- ---------- ---------- ---------- ---------- Investment Operations: Net Investment Income 0.21 0.23 0.25 0.35 0.39 Net Gains (Losses) on Investments (both realized and unrealized) (2.68) 0.21 4.46 (2.57) 7.90 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations (2.47) 0.44 4.71 (2.22) 8.29 ---------- ---------- ---------- ---------- ---------- Less Distributions: Dividends (from net investment income) (0.21) (0.22) (0.26) (0.35) (0.38) Distributions (from capital gains) (1.94) (2.75) (3.70) (3.76) (1.76) ---------- ---------- ---------- ---------- ---------- Total Distributions (2.15) (2.97) (3.96) (4.11) (2.14) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period $ 16.02 $ 20.64 $ 23.17 $ 22.42 $ 28.75 ========== ========== ========== ========== ========== Total Return(2) (13.53)% 1.17% 22.28% (8.47)% 39.13% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 970,190 $1,186,787 $1,343,207 $1,253,845 $1,095,262 Ratio of Expenses to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80% Ratio of Net Income (Loss) to Average Net Assets 1.13% (0.20)% 1.07% 1.40% 1.39% Ratio of Expenses to Average Net Assets (excluding waivers) 0.90% 0.88% 0.90% 0.88% 0.89% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 1.03% (0.28)% 0.97% 1.32% 1.30% Portfolio Turnover Rate 64% 68% 61% 74% 57% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. RELATIVE VALUE FUND Fiscal period Fiscal period ended ended September 30, October 31, Fiscal period ended November 30, 2001(1),(2) 2000(3) 1999 1998 1997(4) - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 28.91 $ 29.12 $ 26.27 $ 23.49 $ 22.67 ---------- ---------- ---------- ---------- ---------- Investment Operations: Net Investment Income 0.27 0.26 0.23 0.18 0.08 Net Gains (Losses) on Investments (both realized and unrealized) (4.56) (0.19) 2.96 3.65 0.81 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations (4.29) 0.07 3.19 3.83 0.89 ---------- ---------- ---------- ---------- ---------- Less Distributions: Dividends (from net investment income) (0.29) (0.28) (0.23) (0.23) (0.07) Distributions (from capital gains) (0.21) -- (0.11) (0.82) -- ---------- ---------- ---------- ---------- ---------- Total Distributions (0.50) (0.28) (0.34) (1.05) (0.07) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period $ 24.12 $ 28.91 $ 29.12 $ 26.27 $ 23.49 ========== ========== ========== ========== ========== Total Return(5) (14.95)% 0.25% 12.20% 16.95% 3.93% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 344,495 $ 467,711 $ 466,203 $ 386,405 $ 312,056 Ratio of Expenses to Average Net Assets 0.97% 1.11% 1.05% 1.04% 1.00% Ratio of Net Income to Average Net Assets 1.09% 1.00% 0.77% 0.95% 1.35% Ratio of Expenses to Average Net Assets (excluding waivers) 0.98% 1.21% 1.21% 1.24% 1.20% Ratio of Net Income to Average Net Assets (excluding waivers) 1.08% 0.90% 0.61% 0.75% 1.15% Portfolio Turnover Rate 4% 7% 11% 26% 18% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (4)Commenced operations on August 18, 1997. All ratios for the period have been annualized, except total return. (5)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 30 PROSPECTUS - First American Large Cap Funds Class Y Shares - -------------------------------------------------------------------------------- FOR MORE INFORMATION More information about the funds is available in the funds' Statement of Additional Information and annual and semiannual reports. - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI provides more details about the funds and their policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated into this prospectus by reference (which means that it is legally considered part of this prospectus). - -------------------------------------------------------------------------------- ANNUAL AND SEMIANNUAL REPORTS Additional information about the 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. You can obtain a free copy of the funds' SAI and/or free copies of the funds' most recent annual or semiannual reports by calling Investor Services at 800 677-FUND. The material you request will be sent by first-class mail or other means designed to ensure equally prompt delivery, within three business days of receipt of the request. You can also obtain copies of this information, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For more information, call 1-202-942-8090. Information about the funds is also available on the Internet. Text-only versions of fund documents can be viewed online or downloaded from the EDGAR Database on the SEC's Internet site at http://www.sec.gov. FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, which is located in Milwaukee, WI 53202, and is an affiliate of the investment advisor. PROLRGY 1/02 SEC file number: 811-05309 [LOGO] FIRST AMERICAN FUNDS(TM) [LOGO] FIRST AMERICAN FUNDS(TM) JANUARY 28, 2002 PROSPECTUS FIRST AMERICAN INVESTMENT FUNDS, INC. ASSET CLASS -- STOCK FUNDS LARGE CAP FUNDS CLASS S SHARES BALANCED FUND CAPITAL GROWTH FUND EQUITY INCOME FUND GROWTH & INCOME FUND LARGE CAP CORE FUND LARGE CAP GROWTH FUND LARGE CAP VALUE FUND RELATIVE VALUE 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 - -------------------------------------------------------------------------------- Balanced Fund 2 - -------------------------------------------------------------------------------- Capital Growth Fund 5 - -------------------------------------------------------------------------------- Equity Income Fund 7 - -------------------------------------------------------------------------------- Growth & Income Fund 9 - -------------------------------------------------------------------------------- Large Cap Core Fund 11 - -------------------------------------------------------------------------------- Large Cap Growth Fund 13 - -------------------------------------------------------------------------------- Large Cap Value Fund 15 - -------------------------------------------------------------------------------- Relative Value Fund 17 - -------------------------------------------------------------------------------- POLICIES & SERVICES - -------------------------------------------------------------------------------- Buying and Selling Shares 19 - -------------------------------------------------------------------------------- Managing Your Investment 21 - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Management 22 - -------------------------------------------------------------------------------- More About The Funds 23 - -------------------------------------------------------------------------------- Financial Highlights 26 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Back Cover - -------------------------------------------------------------------------------- Fund Summaries INTRODUCTION This section of the prospectus describes the objectives of the First American Large Cap Funds, summarizes the main investment strategies used by each fund in trying to achieve its objectives, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the 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. 1 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries BALANCED FUND - -------------------------------------------------------------------------------- OBJECTIVE Balanced Fund's objective is to maximize total return (capital appreciation plus income). - -------------------------------------------------------------------------------- MAIN 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 that the advisor believes exhibit the potential for superior growth based on factors such as: o strong competitive position. o strong management. o sound financial condition. Up to 25% of the equity portion of the fund may be invested in securities of foreign issuers that are either listed on a U.S. stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. 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) including zero coupon bonds; mortgage- and asset-backed securities; and corporate debt obligations. 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's debt securities will be rated investment grade at the time or purchase or, if unrated, determined to be of comparable quality by the fund's advisor. At least 65% of these securities will be either U.S. government securities or securities that have received at least an A or equivalent rating. The fund may invest up to 15% of the debt portion of its portfolio in foreign securities payable in United States dollars. Under normal market conditions the fund attempts to maintain a weighted average effective maturity for its portfolio securities of 15 years or less and an average effective duration of three to eight years. The fund's weighted average effective maturity and average effective duration are measures of how the fund may react to interest rate changes. To generate additional income, the fund may invest up to 25% of total 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. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, value stocks, growth stocks, and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. One measure of interest rate risk is effective duration, explained in "More About The Funds -- Investment Strategies". INCOME RISK. The fund's income could decline due to falling market interest rates. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. CALL RISK. During periods of falling interest rates, a bond issuer may "call" -- or repay -- its high-yielding bonds before their maturity date. The fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the fund's income. RISKS OF MORTGAGE- AND ASSET-BACKED SECURITIES. Falling interest rates could cause faster than expected prepayments of the obligations underlying mortgage- and asset-backed securities, which the fund would have to invest at lower interest rates. On the other hand, rising interest rates could cause prepayments of the obligations to decrease, extending the life of mortgage- and asset-backed securities with lower interest rates. RISKS OF DOLLAR ROLL TRANSACTIONS. The use of mortgage dollar rolls could increase the volatility of the fund's share price. It could also diminish the fund's investment performance if the advisor does not predict mortgage prepayments and interest rates correctly. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. 2 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries BALANCED FUND CONTINUED RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart is intended to show you how performance of the fund's shares has varied from year to year. However, because Class S shares of the fund were first offered in 2000, only one calendar year of information is available. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fees and expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 3 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries BALANCED FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] -8.60% - -------------------------------------------------------------------------------- 2001 Best Quarter: Quarter ending December 31, 2001 7.48% Worst Quarter: Quarter ending September 30, 2001 (10.02)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - ----------------------------------------------------------------------------- Balanced Fund 11/27/00 (8.60)% (6.97)% - ----------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% (10.58)% - ----------------------------------------------------------------------------- Lehman Aggregate Bond Index(3) 8.42% 9.57% - -------------------------------------------------------------------------------- (1)On 9/24/01, First American Balanced Fund combined with Firstar Balanced Growth Fund and Firstar Balanced Income Fund. Performance history prior to 9/24/01 is that of Firstar Balanced Growth Fund. (2)An unmanaged index of large-capitalization stocks. The since inception performance for the index is calculated from 11/30/00. (3)An unmanaged index composed of the Lehman Government/Credit Bond Index, the Lehman Mortgage Backed Securities Index and the Lehman Asset Backed Securities Index. The Lehman Government/Credit Bond Index is comprised of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities, and investment grade corporate debt securities. The Lehman Mortgage Backed Securities Index is comprised of the mortgage-backed pass through securities of Ginnie Mae, Fannie Mae and Freddie Mac. The Lehman Asset Backed Index is comprised of debt securities rated investment grade or higher that are backed by credit card, auto and home equity loans. The since inception performance of the index is calculated from 11/30/00. Previously, the fund used the Lehman Government/Credit Bond Index as a benchmark. Going forward, the fund will use the Lehman Aggregate Bond Index as a comparison, because its composition better matches the fund's investment objective and strategies. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - -------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.32% Total Annual Fund Operating Expenses 1.22% Waiver of Fund Expenses(2) (0.17)% NET EXPENSES(2) 1.05% - -------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.05%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $107 3 years $370 5 years $653 10 years $1,460 4 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries CAPITAL GROWTH FUND - -------------------------------------------------------------------------------- OBJECTIVE Capital Growth Fund's objective is long-term growth of capital. Effective April 1, 2002, Capital Growth Fund's objective is to maximize long-term returns. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Capital Growth Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that have market capitalizations of at least $5 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to minimize income distributions and distributions of realized short-term gains (taxed as ordinary income). Among the main strategies used in the tax-efficient management of the fund are the following: o investing primarily in lower-yielding growth stocks to minimize taxable dividend income. o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains. o selling stocks trading below cost to realize losses (when appropriate) in order to offset realized capital gains that would otherwise have to be distributed to shareholders. o selling the highest-cost shares when selling appreciated stocks, in order to minimize realized capital gains. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (including derivative instruments such as purchased put options, equity collars, equity swaps, covered short sales, and the purchase or sale of stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart is intended to show you how performance of the fund's shares has varied from year to year. However, because Class S shares of the fund were first offered in 2000, only one calendar year of information is available. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 5 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries CAPITAL GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] -24.05% - -------------------------------------------------------------------------------- 2001 Best Quarter: Quarter ending December 31, 2001 12.66% Worst Quarter: Quarter ending March 31, 2001 (20.15)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - ----------------------------------------------------------------------------------------------- Capital Growth Fund 12/11/00 (24.05)% (29.73)% - ----------------------------------------------------------------------------------------------- Russell 1000 Growth Index(2) (20.42)% (20.42)% - ----------------------------------------------------------------------------------------------- Standard & Poor's/BARRA 500 Growth Stock Index(3) (12.70)% (12.70)% - ----------------------------------------------------------------------------------------------- (1)On 9/24/01, the Capital Growth Fund became the successor by merger to the Firstar Large Cap Growth Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Growth Fund. The Firstar Large Cap Growth Fund was organized on 12/11/00 and, prior to that, was a separate series of Firstar Stellar Funds, Inc. (2)The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Growth Index as benchmarks. Going forward, the fund will use the Russell 1000 Growth Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the indices is calculated from 12/31/00. (3)The Standard & Poor's/BARRA 500 Growth Index is an unmanaged market capitalization weighted index comprised of the stocks in the Standard & Poor's 500 Composite Index with the highest valuations and, in the adviser's view, the greatest growth opportunities. The since inception performance of the indices is calculated from 12/31/00. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.34% Total Annual Fund Operating Expenses 1.24% Waiver of Fund Expenses(2) (0.09)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $384 5 years $672 10 years $1,491 6 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries EQUITY INCOME FUND - -------------------------------------------------------------------------------- OBJECTIVE Equity Income Fund's objective is long-term growth of capital and income. - -------------------------------------------------------------------------------- MAIN 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 investment advisor believes are characterized by: o the ability to pay above average dividends. o the ability to finance expected growth. o strong management. 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 preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. RISKS OF NON-INVESTMENT GRADE SECURITIES. The fund may invest up to 20% of its total assets 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. Because Class S shares were not offered for a full calendar year, information in the chart and the table is for the fund's Class A shares, which are offered through another prospectus. The classes will have substantially similar returns because they are invested in the same portfolio of securities and have similar operating expenses. 7 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries EQUITY INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1) [BAR CHART] 4.70% 3.85% 22.73% 19.80% 27.53% 15.68% 3.86% 12.28% -4.37% - ------------------------------------------------------------------------------------------ 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending June 30, 1997 11.95% Worst Quarter: Quarter ending September 30, 1999 (8.67)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Five Years Inception - -------------------------------------------------------------------------------------------------- Equity Income Fund (Class A)(2) 12/18/92 (4.37)% 10.47% 11.34% - -------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(3) (11.88)% 10.70% 13.53% - -------------------------------------------------------------------------------------------------- Lehman Gov't/Credit Bond Index(4) 8.48% 7.36% 7.23% - -------------------------------------------------------------------------------------------------- (1)Prior to 3/25/94, Boulevard Bank was the investment advisor of Equity Income Fund. (2)Class A share returns do not reflect the 5.50% front-end sales charge normally imposed on those shares. Class S shares have no sales charge. (3)An unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 12/31/92. (4)An unmanaged index of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, and investment grade corporate debt securities. The since inception performance of the index is calculated from 12/31/92. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.30% Total Annual Fund Operating Expenses 1.20% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $376 5 years $655 10 years $1,449 8 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries GROWTH & INCOME FUND - -------------------------------------------------------------------------------- OBJECTIVE Growth & Income Fund's objective is long-term growth of capital and income. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Growth & 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 investment advisor believes are characterized by: o the ability to grow dividends at an above average rate. o the ability to finance expected growth. o strong management. 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 paying securities if the advisor believes they will help balance the portfolio. The fund's equity securities include common stocks and preferred stocks, and corporate debt securities which are convertible into common stocks. All securities held by the fund will provide current income at the time of purchase. The fund invests up to 20% of its total assets 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. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. INTEREST RATE RISK. Debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. CREDIT RISK. An issuer of debt securities may not make timely principal or interest payments on its securities, or the other party to a contract may default on its obligations. RISKS OF NON-INVESTMENT GRADE SECURITIES. The fund may invest up to 20% of its total assets 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart is intended to show you how performance of the fund's shares has varied from year to year. However, because Class S shares of the fund were first offered in 2000, only one calendar year of information is available. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 9 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries GROWTH & INCOME FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] -16.38% - -------------------------------------------------------------------------------- 2001 Best Quarter: Quarter ending December 31, 2001 9.08% Worst Quarter: Quarter ending September 30, 2001 (14.86)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - ------------------------------------------------------------------------------------- Growth & Income Fund 11/27/00 (16.38)% (15.26)% - ------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% (10.58)% - ------------------------------------------------------------------------------------- (1)On 9/24/01, the Growth & Income Fund became the successor by merger to the Firstar Growth & Income Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Growth & Income Fund. (2)An unmanaged index of large capitalization stocks. The since inception performance of the index is calculated from 11/30/00. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.29% Total Annual Fund Operating Expenses 1.19% Waiver of Fund Expenses(2) (0.04)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $374 5 years $650 10 years $1,439 10 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries LARGE CAP CORE FUND - -------------------------------------------------------------------------------- OBJECTIVE Large Cap Core Fund's objective is long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large 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 companies that have market capitalizations of at least $3 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart is intended to show you how performance of the fund's shares has varied from year to year. However, because Class S shares of the fund were first offered in 2000, only one calendar year of information is available The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 11 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries LARGE CAP CORE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] -22.40% - -------------------------------------------------------------------------------- 2001 Best Quarter: Quarter ending December 31, 2001 11.43% Worst Quarter: Quarter ending September 30, 2001 (17.50)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - ------------------------------------------------------------------------------------- Large Cap Core Fund 11/27/00 (22.40)% (21.66)% - ------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(2) (11.88)% (10.62)% - ------------------------------------------------------------------------------------- (1)On 9/24/01, the Large Cap Core Fund became the successor by merger to the Firstar Large Cap Core Equity Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Large Cap Core Equity Fund. Prior to 1/10/95, the Firstar fund offered one class of shares to investors without a distribution or shareholder servicing fee. Performance presented prior to 1/10/95 does not reflect these fees. (2)An unmanaged index of large capitalization stocks. The since inception performance of the index is calculated from 11/30/00. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.30% Total Annual Fund Operating Expenses 1.20% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $376 5 years $655 10 years $1,449 12 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries LARGE CAP GROWTH FUND - -------------------------------------------------------------------------------- OBJECTIVE Large Cap Growth Fund's objective is long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large Cap Growth Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that have market capitalizations of at least $5 billion at the time of purchase. The advisor will select companies that it believes exhibit the potential for superior growth based on factors such as: o above average growth in revenue and earnings. o strong competitive position. o strong management. o sound financial condition. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. Because Class S shares were not offered for a full calendar year, information in the chart and the table is for the fund's Class A shares, which are offered through another prospectus. The classes will have substantially similar returns because they are invested in the same portfolio of securities and have similar operating expenses. 13 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries LARGE CAP GROWTH FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A) [BAR CHART] - -2.15% -1.00% 32.43% 22.93% 21.42% 23.56% 37.76% -17.64% -31.82% - --------------------------------------------------------------------------------------- 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1999 22.65% Worst Quarter: Quarter ending March 31, 2001 (25.34)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - -------------------------------------------------------------------------------------------------- Large Cap Growth Fund (Class A)(1) 12/18/92 (31.82)% 3.02% 6.64% - -------------------------------------------------------------------------------------------------- Russell 1000 Growth Index(2) (20.42)% 8.27% 11.46% - -------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(3) (11.88)% 10.70% 13.53% - -------------------------------------------------------------------------------------------------- (1)Class A share returns do not reflect the 5.50% front-end sales charge normally imposed on those shares. Class S shares have no sales charge. (2)The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Growth Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index is calculated from 12/31/92. (3)An unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 12/31/92. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.29% Total Annual Fund Operating Expenses 1.19% Waiver of Fund Expenses(2) (0.04)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $374 5 years $650 10 years $1,439 14 PROSPECTUS - First American Large Cap Funds Class S Shares 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. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Large Cap Value Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the fund's advisor invests in securities that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, value stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. Because Class S shares were not offered for a full calendar year, information in the chart and the table is for the fund's Class A shares, which are offered through another prospectus. The classes will have substantially similar returns because they are invested in the same portfolio of securities and have similar operating expenses. 15 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries LARGE CAP VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A) [BAR CHART] 7.98% 15.10% 4.12% 31.94% 29.10% 22.41% 9.71% 7.91% 0.17% -7.86% - ------------------------------------------------------------------------------------------ 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1998 16.55% Worst Quarter: Quarter ending September 30, 1998 (13.91)% AVERAGE ANNUAL TOTAL RETURNS Inception AS OF 12/31/01 Date One Year Five Years Ten Years - --------------------------------------------------------------------------------------------------- Large Cap Value Fund (Class A)(1) 12/22/87 (7.86)% 5.99% 11.42% - --------------------------------------------------------------------------------------------------- Russell 1000 Value Index(2) (5.59)% 11.13% 14.16% - --------------------------------------------------------------------------------------------------- Standard & Poor's 500 Composite Index(3) (11.88)% 10.70% 12.93% - --------------------------------------------------------------------------------------------------- (1)Class A share returns do not reflect the 5.50% front-end sales charge normally imposed on those shares. Class S shares have no sales charge. (2)The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard and Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Value Index as a comparison, because its composition better matches the fund's investment objective and strategies. (3)An unmanaged index of large-capitalization stocks. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.30% Total Annual Fund Operating Expenses 1.20% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $376 5 years $655 10 years $1,449 16 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries RELATIVE VALUE FUND - -------------------------------------------------------------------------------- OBJECTIVE Relative Value Fund's primary objective is capital appreciation. Current income is a secondary objective of the fund. Effective April 1, 2002, Relative Value Fund's objective is to maximize total return from capital appreciation plus income. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, the fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the fund's advisor invests in securities that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to a moderate amount of dividend income. Among the main strategies used in the tax-efficient management of the fund are the following: o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains (taxed as ordinary income). o selling stocks trading below cost to realize losses (when appropriate). o selecting tax-favored share lots when selling appreciated stocks. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (including derivative instruments such as purchased put options, equity collars, equity swaps, covered short sales, and stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. In addition, growth stocks and/or large-capitalization stocks may underperform the market as a whole. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart is intended to show you how performance of the fund's shares has varied from year to year. However, because Class S shares of the fund were first offered in 2000, only one calendar year of information is available The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 17 PROSPECTUS - First American Large Cap Funds Class S Shares Fund Summaries RELATIVE VALUE FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] -5.37% - -------------------------------------------------------------------------------- 2001 Best Quarter: Quarter ending December 31, 2001 7.85% Worst Quarter: Quarter ending September 30, 2001 (12.32)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - --------------------------------------------------------------------------------------- Relative Value Fund 12/11/00 (5.37)% (6.35)% - --------------------------------------------------------------------------------------- Russell 1000 Value Index(2) (5.59)% (5.59)% - --------------------------------------------------------------------------------------- Standard & Poor's/BARRA 500 Value Index(3) (11.68)% (11.68)% - --------------------------------------------------------------------------------------- (1)On 9/24/01, the Relative Value Fund became the successor by merger to the Firstar Relative Value Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Relative Value Fund. The Firstar Relative Value Fund was organized on 12/11/00. Prior to 12/11/00, the fund was a separate series of Firstar Stellar Funds, Inc. (2)The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Value Index as benchmarks. Going forward, the fund will use the Russell 1000 Value Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index is calculated from 12/31/00. (3)The Standard & Poor's/BARRA 500 Value Index is an unmanaged capitalization weighted index consisting of approximately 50% of the market capitalization of the Standard & Poor's 500 Composite Index with low price-to-book ratios. The since inception performance of the index is calculated from 12/31/00. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - --------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - --------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.65% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.30% Total Annual Fund Operating Expenses 1.20% Waiver of Fund Expenses(2) (0.05)% NET EXPENSES(2) 1.15% - --------------------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.15%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $117 3 years $376 5 years $655 10 years $1,449 18 PROSPECTUS - First American Large Cap Funds Class S Shares Policies & Services BUYING AND SELLING SHARES - -------------------------------------------------------------------------------- MULTIPLE CLASS INFORMATION The funds offer five different classes of shares. This prospectus offers Class S shares that are sold through banks and other financial institutions that have entered into sales agreements with the funds' distributor. Class S shares are available to certain accounts for which the financial institution acts in a fiduciary, agency, or custodial capacity, such as certain trust accounts and investment advisory accounts. Class S shares are typically held in an omnibus account with the transfer agent. While there is no initial or deferred sales charge on your purchase of Class S shares, there is an annual shareholder servicing fee of 0.25% and your investment professional or financial institution may receive a commission of up to 1.25% on your purchase. To find out whether you may purchase Class S shares, contact your financial institution. Class A, Class B, Class C and Class Y shares are available through separate prospectuses. There are differences among the fees and expenses for each of the five classes. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the investment advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. The following describes the features of each class: o Class A shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 0.25%. o Class B shares are sold to the public with a contingent deferred sales charge (CDSC) and annual distribution and service (12b-1) fees of 1.00%. o Class C shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 1.00% (may be subject to a CDSC). o Class S shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class S shares are sold without a sales charge or distribution fee, but with an annual shareholder servicing fee of 0.25%. o Class Y shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class Y shares are sold without a sales charge or distribution fee. - -------------------------------------------------------------------------------- CALCULATING YOUR SHARE PRICE Your purchase price will be equal to the fund's net asset value (NAV) per share, which is generally calculated as of the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time) every day the exchange is open. 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. If market prices are not readily available for an investment or if the advisor believes they are unreliable, fair value prices may be determined in good faith using methods approved by the funds' board of directors. - -------------------------------------------------------------------------------- HOW TO BUY AND SELL SHARES You may purchase or sell shares by calling your financial institution. Shares may be purchased or sold on any day when the New York Stock Exchange is open. When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial institution. Wire federal funds as follows: U.S. Bank National Association ABA Number: 0420-00013 Account Number: 112-952-137 Credit to: First American (NAME OF FUND, INVESTOR NAME AND INVESTOR ACCOUNT #) Purchase orders and redemption requests must be received by your financial institution by the time specified by the institution to be assured same day processing. In order for shares to be purchased at that day's price, the funds must receive your purchase order by 3:00 p.m. Central time. In order for shares to be sold at that day's price, the funds must receive your redemption request by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit orders to the funds. Purchase orders and redemption requests may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. If the funds receive your redemption request by 3:00 p.m. Central time, payment of your redemption proceeds will ordinarily be made by wire on the next business day. It is possible, however, that payment could be delayed by up to seven days. To minimize the effect of large redemption requests, each fund reserves the right to fulfill these redemption requests by distributing readily marketable securities in the fund's portfolio, rather than paying you in cash. See "Policies & Services -- Managing Your Investment, Redemption In Kind." 19 PROSPECTUS - First American Large Cap Funds Class S Shares Policies & Services BUYING AND SELLING SHARES CONTINUED - -------------------------------------------------------------------------------- COMPENSATION PAID TO FINANCIAL INSTITUTIONS The fund pays the distributor an annual shareholder servicing fee equal to 0.25% of the fund's average daily net assets to compensate the distributor for providing services to shareholders. The distributor may use this fee to compensate your financial institution for providing ongoing services to your account. The advisor, the administrator or the distributor may pay additional fees to financial institutions, using their own assets, in exchange for sales and/or administrative services performed on behalf of the financial institution's customers. - -------------------------------------------------------------------------------- HOW TO EXCHANGE SHARES If your investment goals or your financial needs change, you may exchange your shares for Class S shares of another First American fund. Exchanges are made at the net asset value per share of each fund at the time of the exchange. There is no fee to exchange shares. If you are no longer eligible to hold Class S shares, for example, if you decide to discontinue your fiduciary, agency, or custodian account, you may exchange your shares for Class A shares at net asset value. To exchange your shares, call your financial institution. In order for your shares to be exchanged the same day, you must call your financial institution by the time specified by the institution and your exchange order must be received by the funds by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit your exchange order to the funds. Before exchanging into any fund, be sure to read its prospectus carefully. A fund may change or cancel its exchange policies at any time. You will be notified of any changes. The funds have the right to limit exchanges to four times per year. - -------------------------------------------------------------------------------- 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, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of readily marketable securities in the fund instead of cash. In selecting securities for a redemption in kind, the advisor will consider the best interests of the fund and the remaining fund shareholders, and will value these securities in accordance with the pricing methods employed to calculate the fund's net asset value per share. If you receive redemption proceeds in kind, you should expect to incur transaction costs upon disposition of the securities received in the redemption. 20 PROSPECTUS - First American Large Cap Funds Class S Shares Policies & Services MANAGING YOUR INVESTMENT - -------------------------------------------------------------------------------- STAYING INFORMED SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November and May. They include financial statements and performance information, and on an annual basis, a message from your portfolio managers and the auditors' report. In an attempt to reduce shareholder costs and help eliminate duplication, the 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 are mailed following each purchase or sale of fund shares. Generally, a fund does not send statements to individuals who have their shares held in an omnibus account. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Dividends from a fund's net investment income are declared and paid monthly. Any capital gains are distributed at least once each year. On the ex-dividend date for a distribution, 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 paying the distribution, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form or by contacting your financial institution. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, the undelivered distributions and all future distributions will be reinvested in fund shares. - -------------------------------------------------------------------------------- TAXES Some of the tax consequences of investing in the funds are discussed below. More information about taxes is in the Statement of Additional Information. However, because everyone's tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. TAXES ON DISTRIBUTIONS. 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 from a fund's net investment income and 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. Because of their investment objectives and strategies, distributions for Capital Growth Fund, Large Cap Core Fund, Large Cap Growth Fund, Large Cap Value Fund and Relative Value Fund are expected to consist primarily of capital gains. TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's shares for shares of another fund, will be a taxable event and may result in a capital gain or loss. The gain or loss will be considered long-term if you have held your shares for more than one year. A gain or loss on shares held for one year or less is considered short-term and is taxed at the same rates as ordinary income. If in redemption of his or her shares a shareholder receives a distribution of readily marketable securities instead of cash, the shareholder will be treated as receiving an amount equal to the fair market value of the securities at the time of the distribution for purposes of determining capital gain or loss on the redemption, and will also acquire a basis in the shares for federal income tax purposes equal to their fair market value. The exchange of one class of shares for another class of shares in the same fund will not be taxable. TAX MANAGED STRATEGY. As a result of their tax-efficient strategies, Capital Growth Fund and Relative Value Fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. These tax-efficient strategies will not be in effect after April 1, 2002. 21 PROSPECTUS - First American Large Cap Funds Class S Shares Additional Information MANAGEMENT U.S. Bancorp Asset Management, Inc., is the funds' investment advisor. U.S. Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations, pensions and retirement plans. As of September 30, 2001, U.S. Bancorp Asset Management and its affiliates had more than $114 billion in assets under management, including investment company assets of more than $51 billion. As investment advisor, U.S. Bancorp Asset Management 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 fee for providing investment advisory services. The table below reflects investment advisory fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.(1) Advisory fee as a % of average daily net assets - ---------------------------------------------- Balanced Fund 0.68% Capital Growth Fund(2) 0.83% Equity Income Fund 0.55% Growth & Income Fund(2) 0.72% Large Cap Core Fund(2) 0.71% Large Cap Growth Fund 0.61% Large Cap Value Fund 0.60% Relative Value Fund(2) 0.74% - ---------------------------------------------- (1)Prior to May 2, 2001, First American Asset Management (FAAM), a division of U.S. Bank National Association, served as investment advisor to Balanced Fund, Equity Income Fund, Large Cap Growth Fund and Large Cap Value Fund; Firstar Investment Research & Management Company LLC (FIRMCO), an affiliate of FAAM, served as investment advisor to Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Asset Management, Inc. The investment advisory fees paid by each fund to U.S. Bancorp Asset Management did not change as a result of the combination. (2)On September 24, 2001, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund became the successors by merger to Firstar Large Cap Growth Fund, Firstar Growth & Income Fund, Firstar Large Cap Core Fund and Firstar Relative Value Fund, respectively. The fiscal year end for the Firstar funds was October 31; Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund and Relative Value Fund each has a fiscal year end of September 30. Information presented in the table has been annualized for the eleven-month fiscal period ended September 30, 2001. DIRECT CORRESPONDENCE TO: First American Funds P.O. Box 1330 Minneapolis, Minnesota 55440-1330 INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 DISTRIBUTOR Quasar Distributors, LLC 615 E. Michigan Street Milwaukee, WI 53202 ADDITIONAL COMPENSATION U.S. Bancorp Asset Management and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds' investment advisor. U.S. Bancorp Asset Management and its affiliates also receive compensation in connection with the following: CUSTODY SERVICES. U.S. Bank National Association (U.S. Bank) provides or compensates others to provide custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.01% of a fund's average daily net assets. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while providing custody services to the funds. ADMINISTRATION SERVICES. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services (Co-Administrators), provide or compensate others to provide administrative services to the First American family of funds. These services include general administrative and accounting services, transfer agency and dividend disbursing services, blue sky services, and shareholder services. With respect to the First American open-end mutual funds, the Co-Administrators receive total fees on an annual basis, of up to 0.25% of the aggregate average daily net assets of First American Investment Funds, Inc., First American Strategy Funds, Inc. and First American Insurance Portfolios, Inc., and of up to 0.20% of the aggregate average daily net assets of First American Funds, Inc. The funds also pay the Co-Administrators fees based upon the number of funds and accounts maintained. In addition, the Co-Administrators are reimbursed for their out-of-pocket expenses incurred while providing administration services to the funds. DISTRIBUTION SERVICES. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, serves as distributor of the funds and receives out of pocket expenses incurred while providing distribution and other sub-administrative services for the funds. SECURITIES LENDING SERVICES. In connection with lending their portfolio securities, the funds pay administrative and custodial fees to U.S. Bancorp Asset Management which are equal to 40% of the funds' income from these securities lending transactions. BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the funds, the funds' investment advisor may place trades through its affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., which will earn commissions on these transactions. SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S. Bancorp Asset Management, U.S. Bank or their broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing fees from the funds' distributor. PORTFOLIO MANAGEMENT Each fund's investments are managed by a team of persons associated with U.S. Bancorp Asset Management. 22 PROSPECTUS - First American Large Cap Funds Class S Shares Additional Information MORE ABOUT THE FUNDS - -------------------------------------------------------------------------------- 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 The funds' main 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. 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. EFFECTIVE DURATION. Balanced Fund normally attempts to maintain an average effective duration of three to eight years for the debt securities portion of its portfolio. Effective duration, one 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. EFFECTIVE MATURITY. Balanced 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. PORTFOLIO TURNOVER. Portfolio managers for the funds may trade securities frequently, resulting, from time to time, in an annual portfolio turnover rate of over 100%. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate. - -------------------------------------------------------------------------------- RISKS The main risks of investing in the funds are summarized in the "Fund Summaries" section. More information about fund risks is presented below. MARKET RISK. All stocks are subject to price movements due to changes in general economic conditions, the level of prevailing interest rates, or investor perceptions of the market. Prices also are affected by the outlook for overall corporate profitability. 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. COMPANY RISK. Individual stocks can perform differently than the overall market. This may be a result of specific factors such as changes in corporate profitability due to the success or failure of specific products or management strategies, or it may be due to changes in investor perceptions regarding a company. FOREIGN SECURITY RISK. Each fund may invest up to 25% of its total assets (25% of the equity portion of its portfolio for Balanced Fund) in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. In addition, Balanced Fund may invest up to 15% of the debt portion of its portfolio in foreign securities payable in United States dollars. 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. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy. 23 PROSPECTUS - First American Large Cap Funds Class S Shares Additional Information MORE ABOUT THE FUNDS CONTINUED RISKS OF ACTIVE MANAGEMENT. Each fund is actively managed and its performance therefore will reflect in part the advisor's ability to make investment decisions which are suited to achieving the fund's investment objectives. Due to their active management, the funds could underperform other mutual funds with similar investment objectives. RISKS OF SECURITIES LENDING. 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. To reduce these risks, the funds enter into loan arrangements only with institutions which the funds' advisor has determined are creditworthy under guidelines established by the funds' board of directors. RISKS OF DERIVATIVE INSTRUMENTS. The use of derivative instruments exposes a 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 anticipates; an imperfect correlation between the price of derivative instruments and movements in the prices of the securities being hedged; the possible absence of 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, particularly, in the case of privately negotiated instruments, 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. - -------------------------------------------------------------------------------- ADDITIONAL RISKS OF BALANCED FUND, EQUITY INCOME FUND AND GROWTH & INCOME FUND INTEREST RATE RISK. Debt securities in Balanced Fund, Equity Income Fund and Growth & 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. CREDIT RISK. Balanced Fund, Equity Income Fund and Growth & Income Fund are subject to the risk that the issuers of debt securities held by a fund will not make payments on the securities. 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. Balanced Fund attempts to minimize credit risk by investing in securities considered at least investment grade at the time of purchase. However, all of these securities, especially those in the lower investment grade rating categories, have credit risk. In adverse economic or other circumstances, issuers of these lower rated securities are more likely to have difficulty making principal and interest payments than issuers of higher rated securities. When Balanced Fund purchases unrated securities, it will depend on the advisor's analysis of credit risk more heavily than usual. As discussed in the "Fund Summaries" section, Equity Income Fund and Growth & Income Fund invest in convertible debt securities that are rated below investment grade and are therefore subject to additional credit risk. - -------------------------------------------------------------------------------- ADDITIONAL RISKS OF BALANCED FUND 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. Balanced 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. EXTENSION RISK. Mortgage-backed securities are secured by and payable from pools of mortgage loans. Similarly, asset-backed securities 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 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. PREPAYMENT RISK. Mortgage- and asset-backed securities also 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. Balanced 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. 24 PROSPECTUS - First American Large Cap Funds Class S Shares Additional Information MORE ABOUT THE FUNDS CONTINUED RISKS OF DOLLAR ROLL TRANSACTIONS. In a dollar roll transaction, Balanced 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 Balanced 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. 25 PROSPECTUS - First American Large Cap Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The tables that follow present performance information about the Class S shares of each fund. 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. 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 financial highlights for the Balanced Fund as set forth herein include the historical financial highlights of the Firstar Balanced Growth Fund. The assets of the Firstar Fund were acquired by the First American Balanced Fund on September 24, 2001. In connection with such acquisition, Class Y shares of the Firstar Balanced Growth Fund were exchanged for Class S shares of the First American Balanced Fund. Historical per-share amounts have been adjusted to reflect the conversion ratios utilized for the merger of the Balanced Fund and Firstar Balanced Growth Fund. Firstar Balanced Growth Fund is the accounting survivor. The financial highlights for the Capital Growth Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Growth Fund. The assets of the Firstar Fund were acquired by the First American Capital Growth Fund on September 24, 2001. In connection with such acquisition, Class Y shares of the Firstar Large Cap Growth Fund were exchanged for Class S shares of the First American Capital Growth Fund. The financial highlights for the Growth & Income Fund as set forth herein include the historical financial highlights of the Firstar Growth & Income Fund. The assets of the Firstar Fund were acquired by the First American Growth & Income Fund on September 24, 2001. In connection with such acquisition, Class Y shares of the Firstar Growth & Income Fund were exchanged for Class S shares of the First American Growth & Income Fund. The financial highlights for the Large Cap Core Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Core Equity Fund. The assets of the Firstar Fund were acquired by the First American Large Cap Core Fund on September 24, 2001. In connection with such acquisition, Class Y shares of the Firstar Large Cap Core Equity Fund were exchanged for Class S shares of the First American Large Cap Core Fund. The financial highlights for the Relative Value Fund as set forth herein include the historical financial highlights of the Firstar Relative Value Fund. The assets of the Firstar Fund were acquired by the First American Relative Value Fund on September 24, 2001. In connection with such acquisition, Class Y shares of the Firstar Relative Value Fund were exchanged for Class S shares of the First American Relative Value Fund. The information for the fiscal period ended September 30, 2001, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. BALANCED FUND Fiscal period ended September 30, 2001(1,2) - --------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 11.27 ---------- Investment Operations: Net Investment Income 0.18 Net Gains (Losses) on Investments (both realized and unrealized) (1.74) ---------- Total From Investment Operations (1.56) ---------- Less Distributions: Dividends (from net investment income) (0.21) Distributions (from capital gains) -- ---------- Total Distributions (0.21) ---------- Net Asset Value, End of Period $ 9.50 ========== Total Return(3) (14.03)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 39,527 Ratio of Expenses to Average Net Assets 1.22% Ratio of Net Income to Average Net Assets 1.94% Ratio of Expenses to Average Net Assets (excluding waivers) 1.28% Ratio of Net Income to Average Net Assets (excluding waivers) 1.88% Portfolio Turnover Rate 54% - ---------------------------------------------------------------------------------------------- (1)Class S shares have been offered since November 27, 2000. All ratios for the period have been annualized, except total return. (2)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 Large Cap Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED CAPITAL GROWTH FUND Fiscal period ended September 30, 2001(1) - --------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 24.01 ---------- Investment Operations: Net Investment Income (Loss) (0.08) Net Gains (Losses) on Investments (both realized and unrealized) (9.24) ---------- Total From Investment Operations (9.32) ---------- Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ---------- Total Distributions -- ---------- Net Asset Value, End of Period $ 14.69 ========== Total Return(2) (38.82)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 11,881 Ratio of Expenses to Average Net Assets 1.39% Ratio of Net Income (Loss) to Average Net Assets (0.55)% Ratio of Expenses (Loss) to Average Net Assets (excluding waivers) 1.60% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.76)% Portfolio Turnover Rate 38% - -------------------------------------------------------------------------------------- (1)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. EQUITY INCOME FUND Fiscal period ended September 30, 2001(1,2) - ------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 11.57 ------- Investment Operations: Net Investment Income (Loss) 0.01 Net Gains (Losses) on Investments (both realized and unrealized) 0.54 ------- Total From Investment Operations 0.55 ------- Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------- Total Distributions -- ------- Net Asset Value, End of Period $ 12.12 ======= Total Return(3) 4.75% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 328 Ratio of Expenses to Average Net Assets 1.23% Ratio of Net Income to Average Net Assets 4.08% Ratio of Expenses to Average Net Assets (excluding waivers) 1.42% Ratio of Net Income to Average Net Assets (excluding waivers) 3.89% Portfolio Turnover Rate 33% - ------------------------------------------------------------------------------------------ (1)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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 Large Cap Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED GROWTH & INCOME FUND Fiscal period ended September 30, 2001(1,2) - ---------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 40.86 ---------- Investment Operations: Net Investment Income (Loss) 0.10 Net Gains (Losses) on Investments (both realized and unrealized) (9.68) ---------- Total From Investment Operations (9.58) ---------- Less Distributions: Dividends (from net investment income) (0.14) Distributions (from capital gains) -- ---------- Total Distributions (0.14) ---------- Net Asset Value, End of Period $ 31.14 ========== Total Return(3) (23.50)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 44,821 Ratio of Expenses to Average Net Assets 1.17% Ratio of Net Income to Average Net Assets 0.31% Ratio of Expenses to Average Net Assets (excluding waivers) 1.20% Ratio of Net Income to Average Net Assets (excluding waivers) 0.28% Portfolio Turnover Rate 51% - --------------------------------------------------------------------------------------------- (1)Class S shares have been offered since November 27, 2000. All ratios for the period have been annualized, except total return. (2)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. LARGE CAP CORE FUND Fiscal period ended September 30, 2001(1,2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 35.53 --------- Investment Operations: Net Investment Income (Loss) (0.01) Net Gains (Losses) on Investments (both realized and unrealized) (11.07) --------- Total From Investment Operations (11.08) --------- Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- --------- Total Distributions -- --------- Net Asset Value, End of Period $ 24.45 ========= Total Return(3) (31.16)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 2,802 Ratio of Expenses to Average Net Assets 1.18% Ratio of Net Income (Loss) to Average Net Assets (0.03)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.22% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.07)% Portfolio Turnover Rate 40% - -------------------------------------------------------------------------------------------- (1)Class S shares have been offered since November 27, 2000. All ratios for the period have been annualized, except total return. (2)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. 28 PROSPECTUS - First American Large Cap Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED LARGE CAP GROWTH FUND Fiscal period ended September 30, 2001(1,2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 9.07 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) 0.26 ------ Total From Investment Operations 0.26 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $ 9.33 ====== Total Return(3) 2.87% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 77% - ----------------------------------------------------------------------------------------- (1)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. LARGE CAP VALUE FUND Fiscal period ended September 30, 2001(1,2) - ---------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $15.32 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) 0.65 ------ Total From Investment Operations 0.65 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $15.97 ====== Total Return(3) 4.24% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 64% - ----------------------------------------------------------------------------------------- (1)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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 Large Cap Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED RELATIVE VALUE FUND Fiscal period ended September 30, 2001(1,2) - ---------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 28.11 ---------- Investment Operations: Net Investment Income 0.19 Net Gains (Losses) on Investments (both realized and unrealized) (3.99) ---------- Total From Investment Operations (3.80) ---------- Less Distributions: Dividends (from net investment income) (0.25) Distributions (from capital gains) -- ---------- Total Distributions (0.25) ---------- Net Asset Value, End of Period $ 24.06 ========== Total Return(3) (13.53)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 34,004 Ratio of Expenses to Average Net Assets 1.20% Ratio of Net Income to Average Net Assets 0.92% Ratio of Expenses to Average Net Assets (excluding waivers) 1.21% Ratio of Net Income to Average Net Assets (excluding waivers) 0.91% Portfolio Turnover Rate 4% - --------------------------------------------------------------------------------------------- (1)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (2)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. 30 PROSPECTUS - First American Large Cap Funds Class S Shares - -------------------------------------------------------------------------------- FOR MORE INFORMATION More information about the funds is available in the funds' Statement of Additional Information and annual and semiannual reports. - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI provides more details about the funds and their policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated into this prospectus by reference (which means that it is legally considered part of this prospectus). - -------------------------------------------------------------------------------- ANNUAL AND SEMIANNUAL REPORTS Additional information about the 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. You can obtain a free copy of the funds' SAI and/or free copies of the funds' most recent annual or semiannual reports by calling Investor Services at 800 677-FUND. The material you request will be sent by first-class mail or other means designed to ensure equally prompt delivery, within three business days of receipt of the request. You can also obtain copies of this information, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For more information, call 1-202-942-8090. Information about the funds is also available on the Internet. Text-only versions of fund documents can be viewed online or downloaded from the EDGAR Database on the SEC's Internet site at http://www.sec.gov. FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, which is located in Milwaukee, WI 53202, and is an affiliate of the investment advisor. PROLRGS 1/02 SEC file number: 811-05309 [LOGO] FIRST AMERICAN FUNDS(TM) JANUARY 28, 2002 PROSPECTUS FIRST AMERICAN INVESTMENT FUNDS, INC. ASSET CLASS -- STOCK FUNDS SECTOR FUNDS CLASS A, CLASS B, AND CLASS C SHARES HEALTH SCIENCES FUND REAL ESTATE SECURITIES FUND SCIENCE & TECHNOLOGY FUND TECHNOLOGY 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 - -------------------------------------------------------------------------------- Health Sciences Fund 2 - -------------------------------------------------------------------------------- Real Estate Securities Fund 5 - -------------------------------------------------------------------------------- Science & Technology Fund 7 - -------------------------------------------------------------------------------- Technology Fund 10 - -------------------------------------------------------------------------------- POLICIES & SERVICES - -------------------------------------------------------------------------------- Buying Shares 13 - -------------------------------------------------------------------------------- Selling Shares 17 - -------------------------------------------------------------------------------- Managing Your Investment 19 - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Management 20 - -------------------------------------------------------------------------------- More About The Funds 21 - -------------------------------------------------------------------------------- Financial Highlights 23 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Back Cover - -------------------------------------------------------------------------------- Fund Summaries INTRODUCTION This section of the prospectus describes the objectives of the First American Sector Funds, summarizes the main investment strategies used by each fund in trying to achieve its objectives, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the 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. 1 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries HEALTH SCIENCES FUND - -------------------------------------------------------------------------------- OBJECTIVE Health Sciences Fund has an objective of long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Health Sciences Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies which develop, produce, or distribute products or services connected with health care or medicine, and which derive at least 50% of their assets, revenues, or profits from these products or services at the time of investment. Examples of products or services connected with health care or medicine include: o pharmaceuticals. o health care services and administration. o diagnostics. o medical equipment and supplies. o medical technology. o medical research and development. The fund's advisor will invest in companies that it believes have the potential for above average growth in revenue and earnings as a result of new or unique products, processes or services; increasing demand for a company's products or services; established market leadership; or exceptional management. The fund's investments may include development stage companies (companies that do not have significant revenues) and small- and mid-capitalization companies. The fund may also invest in real estate investment trusts (REITs) that finance medical care facilities. REITs are publicly traded corporations or trusts that acquire, hold and manage real estate. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF THE HEALTH SCIENCES SECTOR. Because the fund invests primarily in stocks related to health care or medicine, it is particularly susceptible to risks associated with the health sciences industries. Many products and services in the health sciences industries may become rapidly obsolete due to technological and scientific advances. In addition, governmental regulation may have a material effect on the demand for products and services in these industries. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological, or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF DEVELOPMENT STAGE, SMALL- AND MID-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). REITs will be affected by changes in the values of and incomes from the properties they own or the credit quality of the mortgages they hold. 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. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. 2 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries HEALTH SCIENCES FUND CONTINUED FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 3 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries HEALTH SCIENCES FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 16.14% -6.94% -1.32% 46.88% -11.98% - -------------------------------------------------------------------------------- 1997 1998 1999 2000 2001 Best Quarter: Quarter ending June 30, 2000 20.06% Worst Quarter: Quarter ending September 30, 1998 (22.34)% Since Since Since AVERAGE ANNUAL TOTAL RETURNS Inception Inception Inception Inception AS OF 12/31/01 Date One Year Five Year (Class A) (Class B) (Class C) - -------------------------------------------------------------------------------------------------------------------- Health Sciences Fund (Class A) 1/31/96 (16.83)% 5.44% 4.49% N/A N/A - -------------------------------------------------------------------------------------------------------------------- Health Sciences Fund (Class B) 1/31/96 (17.01)% 5.54% N/A 4.59% N/A - -------------------------------------------------------------------------------------------------------------------- Health Sciences Fund (Class C) 2/1/00 (14.39)% N/A N/A N/A 8.55% - -------------------------------------------------------------------------------------------------------------------- Standard & Poor's Health Care Composite Index(1) (12.88)% 16.00% 15.67% 15.67% 5.83% - -------------------------------------------------------------------------------------------------------------------- (1) An unmanaged index comprised of health care stocks in the Standard & Poor's 500 Index (an unmanaged index of large capitalization stocks). The since inception performance of the index for Class A, Class B and Class C shares is calculated from 1/31/96, 1/31/96 and 1/31/00, respectively. - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - --------------------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - --------------------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------------------------------- Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.57% 0.57% 0.57% Total Annual Fund Operating Expenses 1.52% 2.27% 2.27% Waiver of Fund Expenses(5) (0.29)% (0.29)% (0.29)% NET EXPENSES(5) 1.23% 1.98% 1.98% - --------------------------------------------------------------------------------------------------------------------------- (1) Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2) Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3) The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4) Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5) Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%, 1.98% and 1.98%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - -------------------------------------------------------------------------------------------------------------------------- 1 year $668 $701 $201 $399 $299 3 years $976 $1,080 $680 $773 $773 5 years $1,305 $1,386 $1,186 $1,274 $1,274 10 years $2,235 $2,385 $2,385 $2,650 $2,650 4 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares 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. - -------------------------------------------------------------------------------- MAIN 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 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. 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 acquire, hold and manage residential or commercial real estate. REITs generally can be divided into the following three types: o 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. o mortgage REITs, which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments. o 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. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. RISKS OF THE REAL ESTATE INDUSTRY. Because the fund invests primarily in the real estate industry, it is particularly susceptible 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. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). There are risks associated with direct investments in REITs. 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 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. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, 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. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 5 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries REAL ESTATE SECURITIES FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 30.63% 19.21% -16.16% -3.91% 31.96% 9.50% - -------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1996 16.59% Worst Quarter: Quarter ending September 30, 1998 (9.78)% Since Since AVERAGE ANNUAL TOTAL RETURNS Inception One Five Inception Since Inception Inception AS OF 12/31/01 Date Year Years (Class A) (Class B) (Class C) - --------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund (Class A) 9/29/95 3.51% 5.57% 9.92% N/A N/A - --------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund (Class B) 9/29/95 3.82% 5.68% N/A 10.06% N/A - --------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund (Class C) 2/1/00 6.65% N/A N/A N/A 19.02% - --------------------------------------------------------------------------------------------------------------------- Morgan Stanley REIT Index(1) 12.83% 6.12% 10.90% 10.90% 20.16% - --------------------------------------------------------------------------------------------------------------------- (1) An unmanaged index of the most actively traded real estate investment trusts. The since inception performance of the index for Class A, Class B and Class C shares is calculated from 9/30/95, 9/30/95 and 1/31/00, respectively. - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - ---------------------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - ---------------------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ---------------------------------------------------------------------------------------------------------------------------- Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.42% 0.42% 0.42% Total Annual Fund Operating Expenses 1.37% 2.12% 2.12% Waiver of Fund Expenses(5) (0.14)% (0.14)% (0.14)% NET EXPENSES(5) 1.23% 1.98% 1.98% - ---------------------------------------------------------------------------------------------------------------------------- (1) Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2) Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3) The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4) Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5) Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%, 1.98% and 1.98%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ------------------------------------------------------------------------------------------------------------------------ 1 year $668 $701 $201 $399 $299 3 years $947 $1,050 $650 $743 $743 5 years $1,245 $1,325 $1,125 $1,214 $1,214 10 years $2,092 $2,244 $2,244 $2,513 $2,513 6 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries SCIENCE & TECHNOLOGY FUND - -------------------------------------------------------------------------------- OBJECTIVE Science & Technology Fund has an objective of long-term after-tax growth of capital. Effective April 1, 2002, Science & Technology Fund's objective is to maximize long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Science & Technology Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in equity securities of companies principally engaged in science and technology business activities. The fund considers science and technology sectors to include companies whose primary business is to provide goods or services in the fields of science (e.g., health and medical) or technology (e.g., computers and communications). These may include companies that: o make or sell products used in health care. o make or sell medical equipment and devices and related technologies. o make or sell software or information-based services and consulting, communications and related services. o design, manufacture or sell electronic components and systems. o research, design, develop, manufacture or distribute products, processes or services that relate to hardware technology within the computer industry. o develop, produce or distribute products or services in the computer, semi-conductor, electronics, communications, health care and biotechnology sectors. o engage in the development, manufacturing or sale of communications services or communications equipment. The advisor believes that because of rapid advances in technology and science, an investment in companies with business operations in these areas will offer substantial opportunities for long-term capital appreciation. The fund's investments may include development stage companies (companies that do not have significant revenues) and small- and mid-capitalization companies. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to minimize income distributions and distributions of realized short-term gains (taxed as ordinary income). Among the main strategies used in the tax-efficient management of the fund are the following: o investing primarily in lower-yielding growth stocks to minimize taxable dividend income. o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains. o selling stocks trading below cost to realize losses (when appropriate) in order to offset realized capital gains that would otherwise have to be distributed to shareholders. o selling the highest cost shares when selling appreciated stocks in order to minimize realized capital gains. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (such as purchased put options, equity dollars, equity swaps, covered short sales, and the purchase or sale of stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. 7 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries SCIENCE & TECHNOLOGY FUND CONTINUED RISKS OF THE SCIENCE AND TECHNOLOGY SECTOR. Because the fund invests primarily in science and technology related stocks, it is particularly susceptible to risks associated with the science and technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP AND MID-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability, or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class B shares has varied from year to year. The performance of Class A shares will be higher because of their lower expenses. The performance of Class C shares will be similar to Class B shares due to their similar expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance for Class A and Class B shares over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. No information is presented for Class C shares because these shares were not offered for a full calendar year. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 8 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries SCIENCE & TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class B)(1) [BAR CHART] - -20.67% -51.63% - -------------------------------------------------------------------------------- 2000 2001 Best Quarter: Quarter ending December 31, 2001 48.30% Worst Quarter: Quarter ending September 30, 2001 (48.69)% AVERAGE ANNUAL TOTAL RETURNS Inception Since Inception Since Inception AS OF 12/31/01(1) Date One Year (Class A) (Class B) - ------------------------------------------------------------------------------------------------------------- Science & Technology Fund (Class A) 3/31/00 (54.30)% (49.64)% N/A - ------------------------------------------------------------------------------------------------------------- Science & Technology Fund (Class B) 8/9/99 (54.39)% N/A (15.49)% - ------------------------------------------------------------------------------------------------------------- Standard & Poor's Information Technology Index(2) (25.88)% (42.00)% (20.17)% - ------------------------------------------------------------------------------------------------------------- Nasdaq 100 Index(3) (32.58)% (44.23)% (16.38)% - ------------------------------------------------------------------------------------------------------------- (1) On 9/24/01, the Science & Technology Fund became the successor by merger to the Firstar Science & Technology Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Science & Technology Fund. The Firstar Science & Technology Fund was organized on 12/11/00 and, prior to that was a separate series of Firstar Stellar Funds, Inc. (2) An unmanaged index comprised of information technology stocks in the Standard & Poor's 500 Index, which is an unmanaged index of large-capitalization stocks. Previously, the fund used the Nasdaq 100 Index as a benchmark. Going forward, the fund will use the Standard & Poor's Information Technology Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index for Class A and Class B shares is calculated from 3/31/00 and 8/31/99, respectively. (3) A market capitalization-weighted index that includes 100 of the largest financial companies, domestic and foreign, in the Nasdaq National Market. The since inception performance of the index for Class A and Class B shares is calculated from 3/31/00 and 8/31/99, respectively. - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - ---------------------------------------------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - ---------------------------------------------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ---------------------------------------------------------------------------------------------------------------------------- Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.51% 0.51% 0.51% Total Annual Fund Operating Expenses 1.46% 2.21% 2.21% Waiver of Fund Expenses(5) (0.23)% (0.23)% (0.23)% NET EXPENSES(5) 1.23% 1.98% 1.98% - ---------------------------------------------------------------------------------------------------------------------------- (1) Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2) Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3) The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4) Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5) Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%, 1.98% and 1.98%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ------------------------------------------------------------------------------------------------------------------------ 1 year $668 $701 $201 $399 $299 3 years $964 $1,068 $668 $761 $761 5 years $1,281 $1,361 $1,161 $1,250 $1,250 10 years $2,178 $2,329 $2,329 $2,596 $2,596 9 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries TECHNOLOGY FUND - -------------------------------------------------------------------------------- OBJECTIVE Technology Fund has an objective of long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Technology Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies which the fund's advisor believes either have, or will develop, products, processes, or services that will provide or will benefit significantly from technological innovations, advances and improvements. These may include: o inexpensive computing power, such as personal computers. o improved methods of communications, such as satellite transmission. o technology related services such as internet related marketing services. The prime emphasis of the fund is to identify companies which the advisor believes are positioned to benefit from technological advances in areas such as semiconductors, computers, software, communications, and online services. Companies in which the fund invests may include development stage companies (companies that do not have significant revenues) and small-capitalization companies. The advisor will generally select companies that it believes exhibit strong management teams, a strong competitive position, above average growth in revenues and a sound balance sheet. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF THE TECHNOLOGY SECTOR. Because the fund invests primarily in technology related stocks, it is particularly susceptible to risks associated with the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability, or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. 10 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations below provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund's Class A shares has varied from year to year. The performance of Class B and Class C shares will be lower due to their higher expenses. Sales charges are not reflected in the chart; if they were, returns would be lower. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects sales charges and fund expenses; the benchmark is unmanaged and has no expenses. 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, the fund's performance would be reduced. ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 40.93% 22.12% 6.91% 32.47% 191.79% -45.85% -55.71% - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1999 80.60% Worst Quarter: Quarter ending March 31, 2001 (48.79)% Since Since Since AVERAGE ANNUAL TOTAL RETURNS Inception One Five Inception Inception Inception AS OF 12/31/01(1) Date Year Years (Class A) (Class B) (Class C) - ------------------------------------------------------------------------------------------------------------------------ Technology Fund (Class A) 4/4/94 (58.14)% (1.30)% 9.54% N/A N/A - ------------------------------------------------------------------------------------------------------------------------ Technology Fund (Class B) 8/15/94 (58.26)% (1.12)% N/A 10.25% N/A - ------------------------------------------------------------------------------------------------------------------------ Technology Fund (Class C) 2/1/00 (56.92)% N/A N/A N/A (54.35)% - ------------------------------------------------------------------------------------------------------------------------ Standard & Poor's Information Technology Index(2) (25.88)% 12.14% 19.71% 19.16% (32.31)% - ------------------------------------------------------------------------------------------------------------------------ (1) Technology Fund's 1999 returns were primarily achieved buying IPOs and technology related stocks in a period favorable for these investments. Of course, such favorable returns involve accepting the risk of volatility, and there is no assurance that the fund's future investment in IPOs and technology stocks will have the same effect on performance as it did in 1999. (2) An unmanaged index comprised of information technology stocks in the Standard & Poor's 500 Index (an unmanaged index of large-capitalization stocks). The since inception performance of the index for Class A, Class B and Class C shares is calculated from 4/30/94, 8/31/94 and 1/31/00, respectively. 11 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Fund Summaries TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES As an investor, you pay fees and expenses to buy and hold shares of the fund. You pay shareholder fees directly when you buy or sell shares. You pay annual fund operating expenses indirectly since they are deducted from fund assets. - ------------------------------------------------------------------------------------------------------------ SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - ------------------------------------------------------------------------------------------------------------ MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES 5.50%(1) 0.00% 1.00% (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) 0.00%(2) 5.00% 1.00% (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL MAINTENANCE FEE(3) $25 $25 $25 ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ------------------------------------------------------------------------------------------------------------ Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.35% 0.35% 0.35% Total Annual Fund Operating Expenses 1.30% 2.05% 2.05% Waiver of Fund Expenses(5) (0.07)% (0.07)% (0.07)% NET EXPENSES(5) 1.23% 1.98% 1.98% - ------------------------------------------------------------------------------------------------------------ (1) Certain investors may qualify for reduced sales charges. See "Buying Shares -- Calculating Your Share Price." (2) Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3) The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4) Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (5) Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%, 1.98% and 1.98%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: CLASS B CLASS B CLASS C CLASS C assuming redemption assuming no redemption assuming redemption assuming no redemption CLASS A at end of each period at end of each period at end of each period at end of each period - ------------------------------------------------------------------------------------------------------------------------ 1 year $668 $701 $201 $399 $299 3 years $933 $1,036 $636 $729 $729 5 years $1,217 $1,296 $1,096 $1,185 $1,185 10 years $2,025 $2,177 $2,177 $2,448 $2,448 12 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES - -------------------------------------------------------------------------------- MULTIPLE CLASS INFORMATION The funds offer five different classes of shares. This prospectus offers Class A, Class B and Class C shares. Two additional classes of shares, Class S and Class Y shares, are made available through separate prospectuses. There are differences among the fees and expenses for each of the five classes. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the investment advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. Not everyone is eligible to buy every class. After determining which classes you are eligible to buy, decide which class best suits your needs. The following describes the features of each class: o Class A shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 0.25%. o Class B shares are sold to the public with a contingent deferred sales charge (CDSC) and annual distribution and service (12b-1) fees of 1.00% o Class C shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 1.00% (may be subject to a CDSC). o Class S shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class S shares are sold without a sales or distribution fee, but with an annual shareholder servicing fee of 0.25%. o Class Y shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class Y shares are sold without a sales charge or distribution fee. THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION 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. - -------------------------------------------------------------------------------- CHOOSING A SHARE CLASS All funds in this prospectus offer Class A, Class B, and Class C shares. Each class has its own cost structure. The amount of your purchase and the length of time you expect to hold your shares will be factors in determining which class of shares is best for you. CLASS A SHARES. If you are making an investment that qualifies for a reduced sales charge, Class A shares may be best for you. Class A shares feature: o a front-end sales charge, described below. o lower annual expenses than Class B or Class C shares. See "Fund Summaries" for more information on fees and expenses. Because Class A shares will normally be the better choice if your investment qualifies for a reduced sales charge: o orders for Class B shares for $250,000 or more will be treated as orders for Class A shares. o orders for Class C shares for $1 million or more will be treated as orders for Class A shares. o orders for Class B or Class C shares by an investor eligible to purchase Class A shares without a front-end sales charge will be treated as orders for Class A shares. CLASS B SHARES. If you want all your money to go to work for you immediately, you may prefer Class B shares. Class B shares have no front-end sales charge. However, Class B shares do have: o higher annual expenses than Class A shares. See "Fund Summaries -- Fees and Expenses." o a back-end sales charge, called a "contingent deferred sales charge," if you redeem your shares within six years of purchase. o automatic conversion to Class A shares approximately eight years after purchase, thereby reducing future annual expenses. CLASS C SHARES. These shares combine some of the characteristics of Class A and Class B shares. Class C shares have a low front-end sales charge of 1%, so more of your investment goes to work immediately than if you had purchased Class A shares. However, Class C shares also feature: o a 1% contingent deferred sales charge if you redeem your shares within 18 months of purchase. o higher annual expenses than Class A shares. See "Fund Summaries -- Fees and Expenses." o no conversion to Class A shares. Because Class C shares do not convert to Class A shares, they will continue to have higher annual expenses than Class A shares for as long as you hold them. - -------------------------------------------------------------------------------- 12b-1 FEES Each fund has adopted a plan under Rule 12b-1 of the Investment Company Act that allows it to pay the fund's distributor an annual fee for the distribution and sale of its shares and for services provided to shareholders. For 12b-1 fees are equal to: - -------------------------------------------------------------------------------- Class A shares 0.25% of average daily net assets Class B shares 1% of average daily net assets Class C shares 1% of average daily net assets Because these fees are paid out of 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. 13 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES CONTINUED The Class A share 12b-1 fee is a shareholder servicing fee. For Class B and Class C shares, a portion of the 12b-1 fee equal to 0.25% of average daily net assets is a shareholder servicing fee and 0.75% is a distribution fee. The funds' distributor uses the shareholder servicing fee to compensate investment professionals, participating institutions, and "one-stop" mutual fund networks (institutions) for providing ongoing services to shareholder accounts. These institutions receive shareholder servicing fees equal to 0.25% of a fund's Class A, Class B, and Class C share average daily net assets attributable to shares sold through them. The funds' distributor also pays institutions that sell Class C shares a 0.75% annual distribution fee beginning one year after the shares are sold. The funds' distributor retains the Class B share 0.75% annual distribution fee in order to finance the payment of sales commissions to institutions which sell Class B shares. See "Buying Shares -- Class B shares." The advisor or the distributor may pay additional fees to institutions out of their own assets in exchange for sales and/or administrative services performed on behalf of the institution's customers. - -------------------------------------------------------------------------------- CALCULATING YOUR SHARE PRICE Your purchase price will be based on the fund's net asset value (NAV) per share, which is generally calculated as of the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time) every day the exchange is open. 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. If market prices are not readily available for an investment or if the advisor believes they are unreliable, fair value prices may be determined in good faith using methods approved by the funds' board of directors. CLASS A SHARES. Your purchase price for Class A shares is typically the net asset value of your shares, plus a front-end sales charge. Sales charges vary depending on the amount of your purchase. The funds' distributor receives the sales charge you pay and reallows a portion of the sales charge to your investment professional or participating institution. Maximum Sales Charge Reallowance as a % of as a % of as a % of Purchase Net Amount Purchase Price Invested Price - -------------------------------------------------------------------------------- Less than $50,000 5.50% 5.82% 5.00% $ 50,000 - $ 99,999 4.50% 4.71% 4.00% $100,000 - $249,999 3.50% 3.63% 3.25% $250,000 - $499,999 2.50% 2.56% 2.25% $500,000 - $999,999 2.00% 2.04% 1.75% $1 million and over 0% 0% 0% REDUCING YOUR SALES CHARGE. As shown in the preceding tables, larger purchases of Class A shares reduce the percentage sales charge you pay. You also may reduce your sales charge in the following ways: PRIOR PURCHASES. Prior purchases of Class A shares of any First American fund (except a money market fund) will be factored into your sales charge calculation. That is, you will receive credit for either the original purchase price or the current net asset value of the other Class A shares you hold at the time of your purchase, whichever is greater. For example, let's say you're making a $10,000 investment and you already own other Class A shares that you purchased for $25,000 000, but are now valued at $45,000. Since the current net asset value of your shares is greater than their purchase price, you will receive credit for their current value and your sales charge will be based on a total purchase amount of $55,000. To receive a reduced sales charge, you must notify the fund of your prior purchases. This must be done at the time of purchase, either directly with the fund in writing or by notifying your investment professional or financial institution. PURCHASES BY RELATED ACCOUNTS. Concurrent and prior purchases of Class A shares of any First American fund by certain other accounts also will be combined with your purchase to determine your sales charge. Each fund will combine purchases made by an investor, the investor's spouse, and the investor's children when it calculates the sales charge. In addition, the sales charge, if applicable, is reduced for purchases made at one time by a trustee or fiduciary for a single trust estate or a single fiduciary account. To receive a reduced sales charge, you must notify the funds of purchases by any related accounts. This must be done at the time of purchase, either directly with the funds in writing or by notifying your investment professional or financial institution. LETTER OF INTENT. If you plan to invest $50,000 or more over a 13-month period in Class A shares of any First American fund (except the money market funds), you may reduce your sales charge by signing a non-binding letter of intent. (If you do not fulfill the letter of intent, you must pay the applicable sales charge.) In addition, if you reduce your sales charge to zero under a letter of intent and then sell your Class A shares within 18 months of their purchase, you may be charged a contingent deferred sales charge of 1%. See "For Investments of Over $1 Million." 14 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES CONTINUED More information on these ways to reduce your sales charge appears in the Statement of Additional Information (SAI). The SAI also contains information on investors who are eligible to purchase Class A shares without a sales charge. - -------------------------------------------------------------------------------- FOR INVESTMENTS OF OVER $1 MILLION There is no initial sales charge on Class A share purchases of $1 million or more. However, your investment professional or financial institution may receive a commission of up to 1% on your purchase. If such a commission is paid, you will be assessed a contingent deferred sales charge (CDSC) of 1% if you sell your shares within 18 months. To find out whether you will be assessed a CDSC, ask your investment professional or financial institution. The funds' distributor receives any CDSC imposed when you sell your Class A shares. The CDSC is based on the value of your shares at the time of purchase or at the time of sale, whichever is less. The charge does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. To help lower your costs, shares that are not subject to a CDSC will be sold first. Other shares will then be sold in an order that minimizes your CDSC. The CDSC for Class A shares will be waived for: o redemptions following the death or disability (as defined in the Internal Revenue Code) of a shareholder. o redemptions that equal the minimum required distribution from an individual retirement account or other retirement plan to a shareholder who has reached the age of 70 1/2. o redemptions through a systematic withdrawal plan, at a rate of up to 12% a year of your account's value. During the first year, the 12% annual limit will be based on the value of your account on the date the plan is established. Thereafter, it will be based on the value of your account on the preceding December 31. o redemptions required as a result of over contribution to an IRA plan. CLASS B SHARES. Your purchase price for Class B shares is their net asset value - -- there is no front-end sales charge. However, if you redeem your shares within six years of purchase, you will pay a back-end sales charge, called a contingent deferred sales charge (CDSC). Although you pay no front-end sales charge when you buy Class B shares, the funds' distributor pays a sales commission of 4.25% (4.00% for Technology and Science & Technology Funds) of the amount invested to investment professionals and financial institutions which sell Class B shares. The funds' distributor receives any CDSC imposed when you sell your Class B shares. Your CDSC will be based on the value of your shares at the time of purchase or at the time of sale, whichever is less. The charge does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. Shares will be sold in the order that minimizes your CDSC. CDSC as a % of the Year since purchase value of your shares - -------------------------------------------------------------------------------- First 5% Second 5% Third 4% Fourth 3% Fifth 2% Sixth 1% Seventh 0% Eighth 0% Your Class B shares and any related shares acquired by reinvesting your dividend or capital gain distributions will automatically convert to Class A shares eight years after the beginning of the month in which you purchased the shares. The CDSC will be waived for: o redemptions following the death or disability (as defined in the Internal Revenue Code) of a shareholder. o redemptions that equal the minimum required distribution from an individual retirement account or other retirement plan to a shareholder who has reached the age of 70 1/2. o redemptions through a systematic withdrawal plan, at a rate of up to 12% a year of your account's value. During the first year, the 12% annual limit will be based on the value of your account on the date the plan is established. Thereafter, it will be based on the value of your account on the preceding December 31. o redemptions required as a result of over contribution to an IRA plan. CLASS C SHARES. Your purchase price for Class C shares is their net asset value plus a front-end sales charge equal to 1% of the purchase price (1.01% of the net amount invested). If you redeem your shares within 18 months of purchase, you will be assessed a contingent deferred sales charge (CDSC) of 1% of the value of your shares at the time of purchase or at the time of sale, whichever is less. The CDSC does not apply to shares you acquired by reinvesting your dividend or capital gain distributions. Shares will be sold in the order that minimizes your CDSC. Even though your sales charge is only 1%, the funds' distributor pays a commission equal to an additional 1% of your purchase price to your investment professional or participating institution. Furthermore, the advisor may pay its affiliated broker-dealers, U.S. Bancorp Piper Jaffray Inc. and U.S. Bancorp Investments, Inc., an additional commission of up to 1% of your purchase price. The distributor receives any CDSC imposed when you sell your Class C shares. 15 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services BUYING SHARES CONTINUED The CDSC for Class C shares will be waived in the same circumstances as the Class B share CDSC. See "Class B Shares" above. Unlike Class B shares, Class C shares do not convert to Class A shares after a specified period of time. Therefore, your shares will continue to have higher annual expenses than Class A shares. - -------------------------------------------------------------------------------- HOW TO BUY SHARES You may become a shareholder in the fund with an initial investment of $1,000 or more ($250 for a retirement plan or a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act (UGMA/UTMA) account). Additional investments can be made for as little as $100 ($25 for a retirement plan or an UGMA/UTMA account). The fund has the right to waive these minimum investment requirements for employees of the fund's advisor and its affiliates. The fund also has the right to reject any purchase order. You may buy shares on any day the New York Stock Exchange is open. However purchases of shares may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. Your shares will be priced at the next net asset value calculated after your order is accepted by the fund, plus any applicable sales charge. "Accepted" means that you placed an order with your investment professional or financial institution and it has been processed, or your payment has been received and your application is complete. To make sure that your order is accepted, follow the directions for purchasing shares given below. BY PHONE. You may purchase shares by calling your investment professional or financial institution, if they have a sales agreement with the funds' distributor. In many cases, your order will be effective that day if received by your investment professional or financial institution by the close of regular trading on the New York Stock Exchange. In some cases, however, investment professionals or financial institutions may have different cutoff times for orders to purchase fund shares. In these cases, you will have to transmit your request by an earlier time in order for your purchase request to be effective that day. This allows your investment professional or financial institution time to process your request and transmit it to the fund. Some financial institutions may charge a fee for helping you purchase shares. Contact your investment professional or financial institution for more information. If you are paying by wire, you may purchase shares by calling Investor Services at 800 677-FUND before the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time). All information will be taken over the telephone, and your order will be placed when the funds receive payment by wire. Wire federal funds as follows: U.S. Bank National Association ABA Number: 0420-00013 Account Number: 112-952-137 Credit To: First American (NAME OF FUND, INVESTOR NAME AND INVESTOR ACCOUNT #) You cannot purchase shares by wire on days when federally chartered banks are closed. BY MAIL. To purchase shares by mail, simply complete and sign a new account form, enclose a check made payable to the fund you wish to invest in, and mail both to: First American Funds P.O. Box 3011 Milwaukee, WI 53201-3011 OVERNIGHT EXPRESS MAIL MAY BE SENT TO: First American Funds 615 East Michigan Street 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: o all purchases must be drawn on a bank located within the United States and payable in U.S. dollars to First American Funds. o third party checks, credit cards, credit card checks, and cash are not accepted. o if a check does not clear your bank, the funds reserve the right to cancel the purchase, and you could be liable for any losses or fees incurred. - -------------------------------------------------------------------------------- INVESTING AUTOMATICALLY To purchase shares as part of a savings discipline, you may add to your investment on a regular basis: o by having $100 or more ($25 for a retirement plan or a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act account) automatically withdrawn from your bank account on a periodic basis and invested in fund shares. o 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 investment professional or financial institution or by calling Investor Services at 800 677-FUND. 16 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services SELLING SHARES - -------------------------------------------------------------------------------- HOW TO SELL SHARES You may sell your shares on any day when the New York Stock Exchange is open. However redemption of shares may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. Your shares will be sold at the next net asset value calculated after your order is accepted by the fund less any applicable contingent deferred sales charge. Be sure to read the section "Buying Shares" for a description of contingent deferred sales charges. To make sure that your order is accepted, follow the directions for selling shares given below. The proceeds from your sale normally will be mailed or wired within three days, but in no event more than seven days, after your request is received in proper form. To minimize the effect of large redemption requests, each fund reserves the right to fulfill these redemption requests by distributing readily marketable securities in the fund's portfolio, rather than paying you in cash. See "Policies & Services -- Managing Your Investment, Redemption In Kind." BY PHONE. If you purchased shares through an investment professional or financial institution, simply call them to sell your shares. In many cases, your redemption will be effective that day if received by your investment professional or financial institution by the close of regular trading on the New York Stock Exchange. In some cases, however, investment professionals or financial institutions may have different cutoff times for orders to redeem fund shares. In these cases, however, you will have to call by an earlier time in order for your redemption to be effective that day. This allows your investment professional or financial institution time to process your request and transmit it to the fund. Contact your investment professional or financial institution directly for more information. If you did not purchase shares through an investment professional or financial institution, you may sell your shares by calling Investor Services at 800 677-FUND. Proceeds can be wired to your bank account (if the proceeds are at least $1,000 and you have previously supplied your bank account information to the fund) or sent to you by check. The funds reserve the right to limit telephone redemptions to $50,000 per day. If you recently purchased your shares by check or through the Automated Clearing House (ACH), proceeds from the sale of those shares may not be available until your check or ACH payment has cleared, which may take up to 15 calendar days from the date of purchase. BY MAIL. To sell shares by mail, send a written request to your investment professional or financial institution, or to the fund at the following address: First American Funds P.O. Box 3011 Milwaukee, WI 53201-3011 Overnight express mail may be sent to: First American Funds 615 East Michigan Street Milwaukee, WI 53202 Your request should include the following information: o name of the fund. o account number. o dollar amount or number of shares redeemed. o name on the account. o signatures of all registered account owner. Signatures on a written request must be guaranteed if: o you would like the proceeds from the sale to be paid to anyone other than to the shareholder of record. o you would like the check mailed to an address other than the address on the funds' records. o your redemption request is for $50,000 or more. A signature guarantee assures that a signature is genuine and protects shareholders from unauthorized account transfers. Banks, savings and loan associations, trust companies, credit unions, broker-dealers, and member firms of a national securities exchange may guarantee signatures. Call your financial institution to determine if it has this capability. Proceeds from a written redemption request will be sent to you by check unless another form of payment is requested. - -------------------------------------------------------------------------------- SYSTEMATIC WITHDRAWALS If your account has a value of $5,000 or more, you may redeem a specific dollar amount from your account on a regular basis. To set up systematic withdrawals, contact your investment professional or financial institution. You should not make systematic withdrawals if you plan to continue investing in the fund, due to sales charges and tax liabilities. 17 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services SELLING SHARES CONTINUED - -------------------------------------------------------------------------------- REINVESTING AFTER A SALE If you sell 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 Class A shares of that fund or another First American fund within 180 days without a sales charge. To reinvest in Class A shares at net asset value (without paying a sales charge), you must notify the fund directly in writing or notify your investment professional or financial institution. - -------------------------------------------------------------------------------- ACCOUNTS WITH LOW BALANCES Except for retirement plans and Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts, if your account balance falls below $500 as a result of selling or exchanging shares, the fund reserves the right to either: o deduct a $25 annual account maintenance fee, or o close your account and send you the proceeds, less any applicable contingent deferred sales charge. Before taking any action, however, the fund will send you written notice of the action it intends to take and give you 30 days to re-establish a minimum account balance of $500. - -------------------------------------------------------------------------------- EXCHANGING 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. You may exchange your shares on any day when the New York Stock Exchange is open. However, exchanges of shares may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. Generally, you may exchange your shares only for shares of the same class. However, you may exchange your Class A shares for Class Y shares or Class S shares of the same or another First American fund if you subsequently become eligible to participate in that class (for example, by opening a fiduciary, custody or agency account with a financial institution which invests in Class Y shares or Class S 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 to four times per year. BY PHONE. You may exchange shares by calling your investment professional, your financial institution, or the funds direct, provided that both funds have identical shareholder registrations. To request an exchange through the funds, call Investor Services at 800 677-FUND. Your instructions must be received before 3 p.m. Central time, or by the time specified by your investment professional or financial institution, in order for shares to be exchanged the same day. BY MAIL. To exchange shares by written request, please follow the procedures under "Selling Shares." Be sure to include the names of both funds involved in the exchange. - -------------------------------------------------------------------------------- TELEPHONE TRANSACTIONS You may buy, sell, or exchange shares by telephone, unless you elected on your new account form to restrict this privilege. If you wish to reinstate this option on an existing account, please call Investor Services at 800 677-FUND to request the appropriate form. The funds and their agents will not be responsible for any losses that may result from acting on wire or telephone instructions that they reasonably believe to be genuine. The funds and their agents will each follow reasonable procedures to confirm that instructions received by telephone are genuine, which may include taping telephone conversations. It may be difficult to reach the funds by telephone during periods of unusual market activity. If you are unable to reach the funds or their agents by telephone, please consider sending written instructions. - -------------------------------------------------------------------------------- REDEMPTION IN KIND Generally, proceeds from redemption requests will be paid in cash. However, to minimize the effect of large redemption requests on a fund and its remaining shareholders, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of readily marketable securities in the fund instead of in cash. In selecting securities for a redemption in kind, the advisor will consider the best interests of the fund and the remaining fund shareholders, and will value these securities in accordance with the pricing methods employed to calculate the fund's net asset value per share. If you receive redemption proceeds in kind, you should expect to incur transaction costs upon the disposition of the securities received in the redemption. 18 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Policies & Services MANAGING YOUR INVESTMENT - -------------------------------------------------------------------------------- STAYING INFORMED SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November and May. They include financial statements and performance information, and on an annual basis, a message from your portfolio managers and the auditors' report. In an attempt to reduce shareholder costs and help eliminate duplication, the 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 are mailed following each purchase or sale of fund shares. Generally, a fund does not send statements for funds held in a brokerage account. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Dividends from a fund's net investment income are declared and paid quarterly. Any capital gains are 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 paying the distribution, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form, or by writing to the fund, your investment professional or your financial institution. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, the undelivered distributions and all future distributions will be reinvested in fund shares at current NAV. - -------------------------------------------------------------------------------- TAXES Some of the tax consequences of investing in the funds are discussed below. More information about taxes is in the Statement of Additional Information. However, because everyone's tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. TAXES ON DISTRIBUTIONS. 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 from a fund's net investment income and 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. The funds expect that, as a result of their investment objectives and strategies, their distributions will consist primarily of ordinary income in the case of Real Estate Securities Fund and capital gains in the case of the other funds. TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's shares for shares of another fund, will be a taxable event and may result in a capital gain or loss. The gain or loss will be considered long-term if you have held your shares for more than one year. A gain or loss on shares held for one year or less is considered short-term and is taxed at the same rates as ordinary income. If in redemption of his or her shares a shareholder receives a distribution of readily marketable securities instead of cash, the shareholder will be treated as receiving an amount equal to the fair market value of the securities at the time of the distribution for purposes of determining capital gain or loss on the redemption, and will also acquire a basis in the shares for federal income tax purposes equal to their fair market value. The exchange of one class of shares for another class of shares in the same fund will not be taxable. TAX MANAGED STRATEGY. As a result of its tax-efficient strategies, the Science & Technology Fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. These tax-efficient strategies will not be in effect after April 1, 2002. 19 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information MANAGEMENT U.S. Bancorp Asset Management, Inc., is the funds' investment advisor. U.S. Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations, pensions and retirement plans. As of September 30, 2001, U.S. Bancorp Asset Management and its affiliates had more than $114 billion in assets under management, including investment company assets of more than $51 billion. As investment advisor, U.S. Bancorp Asset Management 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 fee for providing investment advisory services. The table below reflects investment advisory fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.(1) Advisory fee as a % of average daily net assets - -------------------------------------------------------------------------------- HEALTH SCIENCES FUND 0.43% REAL ESTATE SECURITIES FUND 0.49% SCIENCE & TECHNOLOGY FUND(2) 0.81% TECHNOLOGY FUND 0.64% - -------------------------------------------------------------------------------- (1) Prior to May 2, 2001, First American Asset Management (FAAM), a division of U.S. Bank National Association, served as investment advisor to Health Sciences Fund, Real Estate Securities Fund and Technology Fund; Firstar Investment Research & Management Company LLC (FIRMCO), an affiliate of FAAM, served as investment advisor to Science & Technology Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Asset Management, Inc. The investment advisory fees paid by each fund to U.S. Bancorp Asset Management did not change as a result of the combination. (2) On September 24, 2001, Science & Technology Fund became the successor by merger to Firstar Science & Technology Fund. The fiscal year end for the Firstar fund was October 31; Science & Technology Fund has a fiscal year end of September 30. Information presented in the table has been annualized for the eleven-month fiscal period ended September 30, 2001. DIRECT CORRESPONDENCE TO: First American Funds P.O. Box 1330 Minneapolis, Minnesota 55440-1330 INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 DISTRIBUTOR Quasar Distributors, LLC 615 E. Michigan Street Milwaukee, WI 53202 ADDITIONAL COMPENSATION U.S. Bancorp Asset Management and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds' investment advisor. U.S. Bancorp Asset Management and its affiliates also receive compensation in connection with the following: CUSTODY SERVICES. U.S. Bank National Association (U.S. Bank) provides or compensates others to provide custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.01% of a fund's average daily net assets. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while providing custody services to the funds. ADMINISTRATION SERVICES. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Co-Administrators), provide or compensate others to provide administrative services to the First American family of funds. These services include general administrative and accounting services, transfer agency and dividend disbursing services, blue sky services, and shareholder services. With respect to the First American open-end mutual funds, the Co-Administrators receive total fees on an annual basis, of up to 0.25% of the aggregate average daily net assets of First American Investment Funds, Inc., First American Strategy Funds, Inc. and First American Insurance Portfolios, Inc., and up to 0.20% of the aggregate average daily net assets of First American Funds, Inc. The funds also pay the Co-Administrators fees based upon the number of funds and accounts maintained. In addition, the Co-Administrators are reimbursed for their out-of-pocket expenses incurred while providing administration services to the funds. DISTRIBUTION SERVICES. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, serves as distributor of the funds and receives out of pocket expenses incurred while providing distribution and other sub-administrative services for the funds. SECURITIES LENDING SERVICES. In connection with lending their portfolio securities, the funds pay administrative and custodial fees to U.S. Bancorp Asset Management which are equal to 40% of the funds' income from these securities lending transactions. BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the funds, the funds' investment advisor may place trades through its affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., which will earn commissions on these transactions. SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S. Bancorp Asset Management, U.S. Bank or their broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing fees from the funds' distributor. PORTFOLIO MANAGEMENT Each fund's investments are managed by a team of persons associated with U.S. Bancorp Asset Management. 20 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information MORE ABOUT THE FUNDS - -------------------------------------------------------------------------------- OBJECTIVES The funds' objectives 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 The funds' main investment strategies are the strategies that the funds' investment advisor believes are most likely to be important in trying 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. Being invested in these securities may keep a fund from participating in a market upswing and prevent the fund from achieving its investment objectives. PORTFOLIO TURNOVER. Fund managers may trade securities frequently, resulting, from time to time, in an annual portfolio turnover rate of over 100%. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate. - -------------------------------------------------------------------------------- RISKS The main risks of investing in the funds are summarized in the "Fund Summaries" section. More information about fund risks is presented below. MARKET RISK. All stocks are subject to price movements due to changes in general economic conditions, changes in the level of prevailing interest rates, changes in investor perceptions of the market, or the outlook for overall corporate profitability. COMPANY RISK. Individual stocks can perform differently than the overall market. This may be a result of specific factors such as changes in corporate profitability due to the success or failure of specific products or management strategies, or it may be due to changes in investor perceptions regarding a company. 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. Each fund is subject to the particular risks of the sector in which it principally invests. RISKS OF THE HEALTH SCIENCES SECTOR. Health Sciences Fund and Science & Technology Fund invest in equity securities of companies which develop, produce or distribute products or services connected with health care or medicine. Many products and services in the health sciences industries may become rapidly obsolete due to technological and scientific advances. In addition, the health sciences industries generally are subject to greater governmental regulation than many other industries, so that changes in governmental policies may have a material effect on the demand for products and services in these industries. Regulatory approvals generally are required before new drugs, medical devices or medical procedures can be introduced and before health care providers can acquire additional facilities or equipment. RISKS OF THE REAL ESTATE 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. RISKS OF THE TECHNOLOGY SECTOR. Technology Fund and Science & Technology Fund invest in equity securities of companies in the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in this industry. For example, if technology continues to advance at an accelerated rate and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles and aggressive pricing. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP STOCKS. Health Sciences Fund, Technology Fund and Science & Technology Fund may have significant investments in development stage and small-capitalization companies. Stocks of development stage and small-capitalization companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. Their stock prices 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 21 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information MORE ABOUT THE FUNDS CONTINUED development stage and small-capitalization companies at the desired time and price. RISKS OF MID-CAP STOCKS. 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. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Technology Fund, Health Sciences Fund and Science & Technology Fund may frequently invest in companies at the time of their IPO. 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. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). Real Estate Securities Fund invests a majority of its assets in REITs and Health Sciences Fund also may invest in REITs. 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 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. By investing in REITs indirectly through a fund, in addition to bearing a proportionate share of the expenses of the fund, you will also indirectly bear similar expenses of some of the REITs in which the fund invests. FOREIGN SECURITY RISK. Up to 25% of each fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. 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. For certain foreign countries, political, or social instability or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy. RISKS OF ACTIVE MANAGEMENT. Each fund is actively managed and its performance therefore will reflect in part the advisor's ability to make investment decisions which are suited to achieving the fund's investment objectives. Due to their active management, the funds could underperform other mutual funds with similar investment objectives. RISKS OF SECURITIES LENDING. 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. To reduce these risks, the funds enter into loan arrangements only with institutions which the funds' advisor has determined are creditworthy under guidelines established by the funds' board of directors. RISKS OF DERIVATIVE INSTRUMENTS. The use of derivative instruments exposes a 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 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, particularly, in the case of privately negotiated instruments, 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. 22 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The tables that follow present performance information about the Class A, Class B and Class C shares of each fund. 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. 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 financial highlights for the Science & Technology Fund as set forth herein include the historical financial highlights of the Firstar Science & Technology Fund. The assets of the Firstar Fund were acquired by the First American Science & Technology Fund on September 24, 2001. In connection with such acquisition, Class A shares of the Firstar Science & Technology Fund were exchanged for Class A shares of the First American Science & Technology Fund, and Firstar Class B shares were exchanged for Class B shares of the First American Fund. The information for Health Sciences Fund, Real Estate Securities Fund and Technology Fund for the fiscal periods ended September 30, 2001, September 30, 2000, and September 30, 1999, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. The information for the fiscal years ended on or before September 30, 1998, has been audited by other auditors. The information for Science & Technology Fund for the fiscal period ended September 30, 2001, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. The information for the fiscal periods ended on or before October 31, 2000, has been audited by other auditors. HEALTH SCIENCES FUND Fiscal year ended September 30, CLASS A SHARES 2001(1) 2000 1999 1998 1997 - -------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 13.34 $ 8.24 $ 7.82 $ 12.05 $ 9.86 --------- --------- --------- --------- --------- Investment Operations: Net Investment Income (Loss) (0.03) (0.02) 0.01 0.01 (0.01) Net Gains (Losses) on Investments (both realized and unrealized) (2.10) 5.12 0.46 (2.78) 2.30 --------- --------- --------- --------- --------- Total From Investment Operations (2.13) 5.10 0.47 (2.77) 2.29 --------- --------- --------- --------- --------- Less Distributions: Dividends (from net investment income) -- -- (0.01) -- -- Distributions (from capital gains) (1.37) -- (0.04) (1.46) (0.10) --------- --------- --------- --------- --------- Total Distributions (1.37) -- (0.05) (1.46) (0.10) --------- --------- --------- --------- --------- Net Asset Value, End of Period $ 9.84 $ 13.34 $ 8.24 $ 7.82 $ 12.05 ========= ========= ========= ========= ========= Total Return(2) (17.35)% 61.89% 6.08% (25.24)% 23.60% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 6,514 $ 6,645 $ 1,383 $ 2,017 $ 849 Ratio of Expenses to Average Net Assets 1.15% 1.17% 1.16% 1.15% 1.15% Ratio of Net Income (Loss) to Average Net Assets (0.28)% (0.27)% 0.11% 0.04% (0.20)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.42% 1.46% 1.30% 1.20% 1.29% Ratio of Net Loss to Average Net Assets (excluding waivers) (0.55)% (0.56)% (0.03)% (0.01)% (0.34)% Portfolio Turnover Rate 103% 104% 53% 45% 54% - -------------------------------------------------------------------------------------------------------------------------------- (1) Per share data calculated using average shares outstanding method. (2) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 23 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED HEALTH SCIENCES FUND (CONTINUED) Fiscal year ended September 30, CLASS B SHARES 2001(1) 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 12.89 $ 8.02 $ 7.65 $ 11.90 $ 9.81 --------- --------- --------- --------- --------- Investment Operations: Net Investment Income (Loss) (0.11) (0.08) 0.01 (0.02) (0.01) Net Gains (Losses) on Investments (both realized and unrealized) (2.01) 4.95 0.40 (2.77) 2.20 --------- --------- --------- --------- --------- Total From Investment Operations (2.12) 4.87 0.41 (2.79) 2.19 --------- --------- --------- --------- --------- Less Distributions: Dividends (from net investment income) -- -- -- -- -- Distributions (from capital gains) (1.37) -- (0.04) (1.46) (0.10) --------- --------- --------- --------- --------- Total Distributions (1.37) -- (0.04) (1.46) (0.10) --------- --------- --------- --------- --------- Net Asset Value, End of Period $ 9.40 $ 12.89 $ 8.02 $ 7.65 $ 11.90 ========= ========= ========= ========= ========= Total Return(2) (17.99)% 60.72% 5.37% (25.80)% 22.69% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 3,496 $ 4,221 $ 1,029 $ 645 $ 516 Ratio of Expenses to Average Net Assets 1.90% 1.92% 1.92% 1.90% 1.90% Ratio of Net Loss to Average Net Assets (1.04)% (1.02)% (0.64)% (0.73)% (0.94)% Ratio of Expenses to Average Net Assets (excluding waivers) 2.17% 2.21% 2.05% 1.95% 2.04% Ratio of Net Loss to Average Net Assets (excluding waivers) (1.31)% (1.31)% (0.77)% (0.78)% (1.08)% Portfolio Turnover Rate 103% 104% 53% 45% 54% - ------------------------------------------------------------------------------------------------------------------------------------ (1) Per share data calculated using average shares outstanding method. (2) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal period ended September 30, CLASS C SHARES 2001(1) 2000(2) - ------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 13.29 $ 9.76 --------- --------- Investment Operations: Net Investment Income (Loss) (0.11) (0.03) Net Gains (Losses) on Investments (both realized and unrealized) (2.08) 3.56 --------- --------- Total From Investment Operations (2.19) 3.53 --------- --------- Less Distributions: Dividends (from net investment income) -- -- Distributions (from capital gains) (1.37) -- --------- --------- Total Distributions (1.37) -- --------- --------- Net Asset Value, End of Period $ 9.73 $ 13.29 ========= ========= Total Return(3) (17.92)% 36.17% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 5,329 $ 4,347 Ratio of Expenses to Average Net Assets 1.90% 1.92% Ratio of Net Loss to Average Net Assets (1.04)% (1.02)% Ratio of Expenses to Average Net Assets (excluding waivers) 2.17% 2.21% Ratio of Net Loss to Average Net Assets (excluding waivers) (1.31)% (1.31)% Portfolio Turnover Rate 103% 104% - ------------------------------------------------------------------------------------------- (1) Per share data calculated using average shares outstanding method. (2) Commenced operations on February 1, 2000. All ratios for the period have been annualized, except total return. (3) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 24 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED REAL ESTATE SECURITIES FUND Fiscal year ended September 30, CLASS A SHARES 2001(1) 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 12.71 $ 10.78 $ 12.17 $ 14.97 $ 11.52 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income 0.76 0.74 0.65 0.63 0.72 Net Gains (Losses) on Investments (both realized and unrealized) 0.32 2.00 (1.36) (2.40) 3.42 ------- ------- ------- ------- ------- Total From Investment Operations 1.08 2.74 (0.71) (1.77) 4.14 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.64) (0.79) (0.67) (0.70) (0.65) Distributions (from capital gains) -- -- -- (0.33) (0.03) Distributions (from return of capital) (0.03) (0.02) (0.01) -- (0.01) ------- ------- ------- ------- ------- Total Distributions (0.67) (0.81) (0.68) (1.03) (0.69) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 13.12 $ 12.71 $ 10.78 $ 12.17 $ 14.97 ======= ======= ======= ======= ======= Total Return(2) 8.69% 26.68% (5.89)% (12.42)% 36.77% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 2,421 $ 2,035 $ 1,518 $ 2,027 $ 2,105 Ratio of Expenses to Average Net Assets 1.04% 1.05% 1.05% 1.05% 1.05% Ratio of Net Income to Average Net Assets 5.89% 6.59% 5.52% 4.71% 4.46% Ratio of Expenses to Average Net Assets (excluding waivers) 1.25% 1.24% 1.18% 1.18% 1.30% Ratio of Net Income to Average Net Assets (excluding waivers) 5.68% 6.40% 5.39% 4.58% 4.21% Portfolio Turnover Rate 85% 45% 21% 36% 14% - ------------------------------------------------------------------------------------------------------------------------------ (1) Per share data calculated using average shares outstanding method. (2) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal year ended September 30, CLASS B SHARES 2001(1) 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 12.61 $ 10.69 $ 12.08 $ 14.86 $ 11.46 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income 0.65 0.64 0.55 0.52 0.63 Net Gains (Losses) on Investments (both realized and unrealized) 0.33 2.00 (1.34) (2.37) 3.38 ------- ------- ------- ------- ------- Total From Investment Operations 0.98 2.64 0.79 (1.85) 4.01 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.54) (0.69) (0.57) (0.60) (0.57) Distributions (from capital gains) -- -- -- (0.33) (0.03) Distributions (from return of capital) (0.03) (0.03) (0.03) -- (0.01) ------- ------- ------- ------- ------- Total Distributions (0.57) (0.72) (0.60) (0.93) (0.61) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 13.02 $ 12.61 $ 10.69 $ 12.08 $ 14.86 ======= ======= ======= ======= ======= Total Return(2) 7.93% 25.81% (6.68)% (13.04)% 35.77% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 1,724 $ 1,874 $ 2,192 $ 3,026 $ 3,318 Ratio of Expenses to Average Net Assets 1.79% 1.80% 1.80% 1.80% 1.80% Ratio of Net Income to Average Net Assets 5.13% 5.79% 4.75% 3.98% 3.61% Ratio of Expenses to Average Net Assets (excluding waivers) 2.00% 1.99% 1.93% 1.93% 2.00% Ratio of Net Income to Average Net Assets (excluding waivers) 4.92% 5.60% 4.62% 3.85% 3.41% Portfolio Turnover Rate 85% 45% 21% 36% 14% - ------------------------------------------------------------------------------------------------------------------------------ (1) Per share data calculated using average shares outstanding method. (2) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 25 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED REAL ESTATE SECURITIES FUND (CONTINUED) Fiscal period ended September 30, CLASS C SHARES 2001(1) 2000(2) - ------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 12.68 $ 10.61 ------- ------- Investment Operations: Net Investment Income 0.68 0.50 Net Gains (Losses) on Investments (both realized and unrealized) 0.30 2.14 ------- ------- Total From Investment Operations 0.98 2.64 ------- ------- Less Distributions: Dividends (from net investment income) (0.59) (0.57) Distributions (from capital gains) -- -- Distributions (from return of capital) -- -- ------- ------- Total Distributions (0.59) (0.57) ------- ------- Net Asset Value, End of Period $ 13.08 $ 12.68 ======= ======= Total Return(3) 7.93% 25.56% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 341 $ 164 Ratio of Expenses to Average Net Assets 1.79% 1.80% Ratio of Net Income to Average Net Assets 5.27% 5.79% Ratio of Expenses to Average Net Assets (excluding waivers) 2.00% 1.99% Ratio of Net Income to Average Net Assets (excluding waivers) 5.06% 5.60% Portfolio Turnover Rate 85% 45% - ------------------------------------------------------------------------------------------ (1) Per share data calculated using average shares outstanding method. (2) Commenced operations of February 1, 2000. All ratios for the period have been annualized, except total return. (3) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 26 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED SCIENCE & TECHNOLOGY FUND Fiscal period Fiscal period ended ended CLASS A SHARES September 30, 2001(1,2) October 31, 2000(3,4) - ---------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 19.43 $ 21.93 --------- --------- Investment Operations: Net Investment Income (Loss) (0.10) (0.07) Net Gains (Losses) on Investments (both realized and unrealized) (14.63) (2.43) --------- --------- Total From Investment Operations (14.73) (2.50) --------- --------- Less Distributions: Dividends (from net investment income) -- -- Distributions (from capital gains) -- -- --------- --------- Total Distributions -- -- --------- --------- Net Asset Value, End of Period $ 4.70 $ 19.43 ========= ========= Total Return(5) (75.81)% (11.40)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 988 $ 1,944 Ratio of Expenses to Average Net Assets 1.59% 1.64% Ratio of Net Income (Loss) to Average Net Assets (1.15)% (1.47)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.84% 1.73% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (1.40)% (1.56)% Portfolio Turnover Rate 146% 85% - ------------------------------------------------------------------------------------------------------------ (1) Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2) Per share data calculated using average shares outstanding method. (3) Commenced operations on March 31, 2000. (4) Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (5) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal period Fiscal period Fiscal period ended ended ended September 30, October 31, November 30, CLASS B SHARES 2001(1,2) 2000(2,3) 1999(4) - ----------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 19.36 $ 14.52 $ 10.00 --------- --------- --------- Investment Operations: Net Investment Income (Loss) (0.18) (0.27) -- Net Gains (Losses) on Investments (both realized and unrealized) (14.52) 5.11 4.52 --------- --------- --------- Total From Investment Operations (14.70) 4.84 4.52 --------- --------- --------- Less Distributions: Dividends (from net investment income) -- -- -- Distributions (from capital gains) -- -- -- --------- --------- --------- Total Distributions -- -- -- --------- --------- --------- Net Asset Value, End of Period $ 4.66 $ 19.36 $ 14.52 ========= ========= ========= Total Return(5) (75.93)% 33.33% 45.20% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 3,563 $ 13,465 $ 1,345 Ratio of Expenses to Average Net Assets 2.32% 2.09% 1.94% Ratio of Net Income (Loss) to Average Net Assets (1.87)% (1.63)% (1.19)% Ratio of Expenses to Average Net Assets (excluding waivers) 2.56% 2.19% 2.09% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (2.11)% (1.73)% (1.34)% Portfolio Turnover Rate 146% 85% 16% - ----------------------------------------------------------------------------------------------------- (1) Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2) Per share data calculated using average shares outstanding method. (3) Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (4) Commenced operations on August 9, 1999. All ratios for the period have been annualized, except total return. (5) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 27 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED SCIENCE & TECHNOLOGY FUND (CONTINUED) Fiscal period ended CLASS C SHARES September 30, 2001(1,2) - ---------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 5.06 ------- Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) (0.36) -------- Total From Investment Operations (0.36) -------- Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- -- Total Distributions -- -- Net Asset Value, End of Period $ 4.70 ======= Total Return(3) (7.11)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income (Loss) to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 146% - --------------------------------------------------------------------------------------------------- (1) Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2) 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. 28 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED TECHNOLOGY FUND Fiscal year ended September 30, CLASS A SHARES 2001(1) 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 47.68 $ 34.22 $ 15.60 $ 20.20 $ 19.25 ------- ------- ------- ------- ------- Investment Operations: Net Investment Loss (0.15) (0.35) (0.18) (0.13) (0.11) Net Gains (Losses) on Investments (both realized and unrealized) (33.55) 24.87 19.55 (3.26) 3.12 ------- ------- ------- ------- ------- Total From Investment Operations (33.70) 24.52 19.37 (3.39) 3.01 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) -- -- -- -- -- Distributions (from capital gains) (7.62) (11.06) (0.75) (1.21) (2.06) ------- ------- ------- ------- ------- Total Distributions (7.62) (11.06) (0.75) (1.21) (2.06) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 6.36 $ 47.68 $ 34.22 $ 15.60 $ 20.20 ======= ======= ======= ======= ======= Total Return(2) (83.30)% 80.11% 128.71% (16.69)% 17.71% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $29,084 $155,533 $21,491 $ 7,703 $ 5,564 Ratio of Expenses to Average Net Assets 1.15% 1.15% 1.15% 1.15% 1.15% Ratio of Net Loss to Average Net Assets (0.88)% (0.93)% (0.80)% (0.60)% (0.59)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.22% 1.15% 1.16% 1.15% 1.17% Ratio of Net Loss to Average Net Assets (excluding waivers) (0.95)% (0.93)% (0.81)% (0.60)% (0.61)% Portfolio Turnover Rate 269% 195% 184% 124% 150% - ------------------------------------------------------------------------------------------------------------------------------ (1) Per share data calculated using average shares outstanding method. (2) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. Fiscal year ended September 30, CLASS B SHARES 2001(1) 2000 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 44.40 $ 32.59 $ 14.99 $ 19.58 $ 18.85 ------- ------- ------- ------- ------- Investment Operations: Net Investment Loss (0.26) (0.35) (0.34) (0.24) (0.20) Net Gains (Losses) on Investments (both realized and unrealized) (30.75) 23.22 18.69 (3.14) 2.99 ------- ------- ------- ------- ------- Total From Investment Operations (31.01) 22.87 18.35 (3.38) 2.79 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) -- -- -- -- -- Distributions (from capital gains) (7.62) (11.06) (0.75) (1.21) (2.06) ------- ------- ------- ------- ------- Total Distributions (7.62) (11.06) (0.75) (1.21) (2.06) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 5.77 $ 44.40 $ 32.59 $ 14.99 $ 19.58 ======= ======= ======= ======= ======= Total Return(2) (83.42)% 78.77% 127.09% (17.21)% 16.82% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $15,974 $97,003 $20,866 $ 7,499 $ 8,463 Ratio of Expenses to Average Net Assets 1.90% 1.90% 1.90% 1.90% 1.90% Ratio of Net Loss to Average Net Assets (1.63)% (1.68)% (1.56)% (1.38)% (1.41)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.97% 1.90% 1.91% 1.90% 1.92% Ratio of Net Loss to Average Net Assets (excluding waivers) (1.70)% (1.68)% (1.57)% (1.38)% (1.43)% Portfolio Turnover Rate 269% 195% 184% 124% 150% - ------------------------------------------------------------------------------------------------------------------------------ (1) Per share data calculated using average shares outstanding method. (2) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 29 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED TECHNOLOGY FUND (CONTINUED) Fiscal period ended September 30, CLASS C SHARES 2001(1) 2000(2) - ------------------------------------------------------------------------------------------------ PER SHARE DATA Net Asset Value, Beginning of Period $ 47.49 $ 50.30 ---------- ---------- Investment Operations: Net Investment Loss (0.26) (0.35) Net Gains (Losses) on Investments (both realized and unrealized) (33.33) (2.46) ---------- ---------- Total From Investment Operations (33.59) (2.81) ---------- ---------- Less Distributions: Dividends (from net investment income) -- -- Distributions (from capital gains) (7.62) -- ---------- ---------- Total Distributions (7.62) -- ---------- ---------- Net Asset Value, End of Period $ 6.28 $ 47.49 ========== ========== Total Return(3) (83.43)% (5.59)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 9,010 $ 33,605 Ratio of Expenses to Average Net Assets 1.90% 1.90% Ratio of Net Loss to Average Net Assets (1.63)% (1.67)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.98% 1.88% Ratio of Net Loss to Average Net Assets (excluding waivers) (1.71)% (1.65)% Portfolio Turnover Rate 269% 195% - -------------------------------------------------------------------------------------------- (1) Per share data calculated using average shares outstanding method. (2) Commenced operations on February 1, 2000. All ratios for the period have been annualized, except total return. (3) Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 30 PROSPECTUS - First American Sector Funds Class A, Class B, and Class C Shares - -------------------------------------------------------------------------------- FOR MORE INFORMATION More information about the funds is available in the funds' Statement of Additional Information, and annual and semiannual reports, and on the First American funds' Internet Web site. - -------------------------------------------------------------------------------- FIRST AMERICAN FUNDS WEB SITE Information about the First American funds may be viewed on the funds' Internet Web site at http://www.firstamericanfunds.com. - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI provides more details about the funds and their policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated into this prospectus by reference (which means that it is legally considered part of this prospectus). - -------------------------------------------------------------------------------- ANNUAL AND SEMIANNUAL REPORTS Additional information about the 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. You can obtain a free copy of the funds' SAI and/or free copies of the funds' most recent annual or semiannual reports by calling Investor Services at 800 677-FUND. The material you request will be sent by first-class mail or other means designed to ensure equally prompt delivery, within three business days of receipt of the request. You can also obtain copies of this information, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For more information, call 1-202-942-8090. Information about the funds is also available on the Internet. Text-only versions of fund documents can be viewed online or downloaded from the EDGAR Database on the SEC's Internet site at http://www.sec.gov. FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, which is located in Milwaukee, WI 53202 and is an affiliate of the investment advisor. PROSECTR 1/02 SEC file number: 811-05309 [LOGO] FIRST AMERICAN FUNDS(TM) [LOGO] FIRST AMERICAN FUNDS(TM) JANUARY 28, 2002 PROSPECTUS FIRST AMERICAN INVESTMENT FUNDS, INC. ASSET CLASS -- STOCK FUNDS SECTOR FUNDS CLASS Y SHARES HEALTH SCIENCES FUND REAL ESTATE SECURITIES FUND SCIENCE & TECHNOLOGY FUND TECHNOLOGY 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 - -------------------------------------------------------------------------------- Health Sciences Fund 2 - -------------------------------------------------------------------------------- Real Estate Securities Fund 5 - -------------------------------------------------------------------------------- Science & Technology Fund 7 - -------------------------------------------------------------------------------- Technology Fund 10 - -------------------------------------------------------------------------------- POLICIES & SERVICES - -------------------------------------------------------------------------------- Buying and Selling Shares 13 - -------------------------------------------------------------------------------- Managing Your Investment 15 - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Management 16 - -------------------------------------------------------------------------------- More About The Funds 17 - -------------------------------------------------------------------------------- Financial Highlights 19 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Back Cover - -------------------------------------------------------------------------------- Fund Summaries INTRODUCTION This section of the prospectus describes the objectives of the First American Sector Funds, summarizes the main investment strategies used by each fund in trying to achieve its objectives, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the 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. 1 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries HEALTH SCIENCES FUND - -------------------------------------------------------------------------------- OBJECTIVE Health Sciences Fund has an objective of long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Health Sciences Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies which develop, produce or distribute products or services connected with health care or medicine, and which derive at least 50% of their assets, revenues or profits from these products or services at the time of investment. Examples of products or services connected with health care or medicine include: o pharmaceuticals. o health care services and administration. o diagnostics. o medical equipment and supplies. o medical technology. o medical research and development. The fund's advisor will invest in companies that it believes have the potential for above average growth in revenue and earnings as a result of new or unique products, processes or services; increasing demand for a company's products or services; established market leadership; or exceptional management. The fund's investments may include development stage companies (companies that do not have significant revenues) and small-and mid-capitalization companies. The fund may also invest in real estate investment trusts (REITs) that finance medical care facilities. REITs are publicly traded corporations or trusts that acquire, hold and manage real estate. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF THE HEALTH SCIENCES SECTOR. Because the fund invests primarily in stocks related to health care or medicine, it is particularly susceptible to risks associated with the health sciences industries. Many products and services in the health sciences industries may become rapidly obsolete due to technological and scientific advances. In addition, governmental regulation may have a material effect on the demand for products and services in these industries. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF DEVELOPMENT STAGE, SMALL- AND MID-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). REITs will be affected by changes in the values of and incomes from the properties they own or the credit quality of the mortgages they hold. 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. 2 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries HEALTH SCIENCES FUND CONTINUED RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. Both the chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. 3 PROSPECTUS - First American Sector Funds Class Y Shares Class Y Shares Fund Summaries HEALTH SCIENCES FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 16.50% -6.87% -0.82% 47.09% -11.73 - -------------------------------------------------------------------------------- 1997 1998 1999 2000 2001 Best Quarter: Quarter ending June 30, 2000 20.07% Worst Quarter: Quarter ending September 30, 1998 (22.38)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - ------------------------------------------------------------------------------------------------- Health Sciences Fund 1/31/96 (11.73)% 6.92% 5.76% - ------------------------------------------------------------------------------------------------- Standard & Poor's Health Care Composite Index(1) (12.88)% 16.00% 15.67% - ------------------------------------------------------------------------------------------------- (1)An unmanaged index comprised of health care stocks in the Standard & Poor's 500 Index (an unmanaged index of large capitalization stocks). The since inception performance of the index is calculated from 1/31/96. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses 0.57% Total Annual Fund Operating Expenses 1.27% Waiver of Fund Expenses(2) (0.29)% NET EXPENSES(2) 0.98% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.98%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $100 3 years $373 5 years $667 10 years $1,504 4 PROSPECTUS - First American Sector Funds Class Y Shares 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. - -------------------------------------------------------------------------------- MAIN 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 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. 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 acquire, hold and manage residential or commercial real estate. REITs generally can be divided into the following three types: o 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. o mortgage REITs, which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments. o 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. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. RISKS OF THE REAL ESTATE INDUSTRY. Because the fund invests primarily in the real estate industry, it is particularly susceptible 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. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). There are risks associated with direct investments in REITs. 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 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. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, 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. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. Both the chart and the table assume that all distributions have reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. 5 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries REAL ESTATE SECURITIES FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR [BAR CHART] 31.00% 19.60% -15.98% -3.65% 32.23% 9.82% - -------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1996 16.61% Worst Quarter: Quarter ending September 30, 1998 (9.71)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - ----------------------------------------------------------------------------------- Real Estate Securities Fund 6/30/95 9.82% 7.05% 11.62% - ----------------------------------------------------------------------------------- Morgan Stanley REIT Index(1) 12.83% 6.12% 11.15% - ----------------------------------------------------------------------------------- (1)An unmanaged index of the most actively traded real estate investment trusts. The since inception performance for the index is calculated from 6/30/95. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses 0.42% Total Annual Fund Operating Expenses 1.12% Waiver of Fund Expenses(2) (0.14)% NET EXPENSES(2) 0.98% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.98%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $100 3 years $342 5 years $603 10 years $1,349 6 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries SCIENCE & TECHNOLOGY FUND - -------------------------------------------------------------------------------- OBJECTIVE Science & Technology Fund has an objective of long-term after-tax growth of capital. Effective April 1, 2002, Science & Technology Fund's objective is to maximize long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Science & Technology Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in equity securities of companies principally engaged in science and technology business activities. The fund considers science and technology sectors to include companies whose primary business is to provide goods or services in the fields of science (e.g., health and medical) or technology (e.g., computers and communications). These may include companies that: o make or sell products used in health care. o make or sell medical equipment and devices and related technologies. o make or sell software or information-based services and consulting, communications and related services. o design, manufacture or sell electronic components and systems. o research, design, develop, manufacture or distribute products, processes or services that relate to hardware technology within the computer industry. o develop, produce or distribute products or services in the computer, semi-conductor, electronics, communications, health care and biotechnology sectors. o engage in the development, manufacturing or sale of communications services or communications equipment. The advisor believes that because of rapid advances in technology and science, an investment in companies with business operations in these areas will offer substantial opportunities for long-term capital appreciation. The fund's investments may include development stage companies (companies that do not have significant revenues) and small-and mid-capitalization companies. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to minimize income distributions and distributions of realized short-term gains (taxed as ordinary income). Among the main strategies used in the tax-efficient management of the fund are the following: o investing primarily in lower-yielding growth stocks to minimize taxable dividend income. o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains. o selling stocks trading below cost to realize losses (when appropriate) in order to offset realized capital gains that would otherwise have to be distributed to shareholders. o selling the highest cost shares when selling appreciated stocks in order to minimize realized capital gains. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (such as purchased put options, equity collars, equity swaps, covered short sales, and the purchase or sale of stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF THE SCIENCE AND TECHNOLOGY SECTOR. Because the fund invests primarily in science and technology related stocks, it is particularly susceptible to risks associated with the science and technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. 7 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries SCIENCE & TECHNOLOGY FUND CONTINUED RISKS OF DEVELOPMENT STAGE AND SMALL-CAP AND MID-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability, or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 8 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries SCIENCE & TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] - -20.11% -51.45% - -------------------------------------------------------------------------------- 2000 2001 Best Quarter: Quarter ending December 31, 2001 48.52% Worst Quarter: Quarter ending September 30, 2001 (48.65)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - -------------------------------------------------------------------------------------- Science & Technology Fund 8/9/99 (51.45)% (13.63)% - -------------------------------------------------------------------------------------- Standard & Poor's Information Technology Index(2) (25.88)% (20.17)% - -------------------------------------------------------------------------------------- Nasdaq 100 Index(3) (32.58)% (16.38)% - -------------------------------------------------------------------------------------- (1)On 9/24/01, the Science & Technology Fund became the successor by merger to the Firstar Science & Technology Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Science & Technology Fund. The Firstar Science & Technology Fund was organized on 12/11/00 and, prior to that was a separate series of Firstar Stellar Funds, Inc. (2)An unmanaged index comprised of information technology stocks in the Standard & Poor's 500 Index, which is an unmanaged index of large capitalization stocks. Previously, the fund used the Nasdaq 100 Index as a benchmark. Going forward, the fund will use the Standard & Poor's Information Technology Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index is calculated from 8/31/99. (3)A market capitalization-weighted index that includes 100 of the largest financial companies, domestic and foreign, in the Nasdaq National Market. The since inception performance of the index is calculated from 8/31/99. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses 0.51% Total Annual Fund Operating Expenses 1.21% Waiver of Fund Expenses(2) (0.23)% NET EXPENSES(2) 0.98% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.98%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $100 3 years $361 5 years $642 10 years $1,442 9 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries TECHNOLOGY FUND - -------------------------------------------------------------------------------- OBJECTIVE Technology Fund has an objective of long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Technology Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies which the fund's advisor believes either have, or will develop, products, processes or services that will provide or will benefit significantly from technological innovations, advances and improvements. These may include: o inexpensive computing power, such as personal computers. o improved methods of communications, such as satellite transmission. o technology related services such as internet related marketing services. The prime emphasis of the fund is to identify companies which the advisor believes are positioned to benefit from technological advances in areas such as semiconductors, computers, software, communications, and online services. Companies in which the fund invests may include development stage companies (companies that do not have significant revenues) and small capitalization companies. The advisor will generally select companies that it believes exhibit strong management teams, a strong competitive position, above average growth in revenues and a sound balance sheet. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF THE TECHNOLOGY SECTOR. Because the fund invests primarily in technology related stocks, it is particularly susceptible to risks associated with the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger capitalization companies, and they may be expected to do so in the future. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability, or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. 10 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations below provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. Both the chart and the table assume that all distributions have reinvested. Performance reflects fee waivers in effect. If these waivers were not in place, the fund's performance would be reduced. ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] 41.02% 22.43% 7.31% 32.70% 192.59% -45.62% -55.63% - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1999 80.67% Worst Quarter: Quarter ending March 31, 2001 (48.80)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Five Years Inception - -------------------------------------------------------------------------------------------------- Technology Fund 4/4/94 (55.63)% 0.10% 10.59% - -------------------------------------------------------------------------------------------------- Standard & Poor's Information Technology Index(2) (25.88)% 12.14% 19.71% - -------------------------------------------------------------------------------------------------- (1)Technology Fund's 1999 returns were primarily achieved buying IPOs and technology related stocks in a period favorable for these investments. Of course, such favorable returns involve accepting the risk of volatility, and there is no assurance that the fund's future investment in IPOs and technology stocks will have the same effect on performance as it did in 1999. (2)An unmanaged index comprised of information technology stocks in the Standard & Poor's 500 Index (an unmanaged index of large capitalization stocks). The since inception performance of the index is calculated from 4/30/94. 11 PROSPECTUS - First American Sector Funds Class Y Shares Fund Summaries TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses 0.35% Total Annual Fund Operating Expenses 1.05% Waiver of Fund Expenses(2) (0.07)% NET EXPENSES(2) 0.98% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.98%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $100 3 years $327 5 years $572 10 years $1,275 12 PROSPECTUS - First American Sector Funds Class Y Shares Policies & Services BUYING AND SELLING SHARES - -------------------------------------------------------------------------------- MULTIPLE CLASS INFORMATION The funds offer five different classes of shares. This prospectus offers Class Y shares that are sold through banks and other financial institutions that have entered into sales agreements with the funds' distributor. Class Y shares are available to certain accounts for which the financial institution acts in a fiduciary, agency, or custodial capacity, such as certain trust accounts and investment advisory accounts. Class Y shares are typically held in an omnibus account with the transfer agent. While there is no initial or deferred sales charge on your purchase of Class Y shares, your investment professional or financial institution may receive a commission of up to 1.25% on your purchase. To find out whether you may purchase Class Y shares, contact your financial institution. Class A, Class B, Class C and Class S shares of the funds are available through separate prospectuses. There are differences among the fees and expenses for each of the five classes. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the investment advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. The following describes the features of each class: o Class A shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 0.25%. o Class B shares are sold to the public with a contingent deferred sales charge (CDSC) and annual distribution and service (12b-1) fees of 1.00%. o Class C shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 1.00% (may be subject to a CDSC). o Class S shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class S shares are sold without a sales charge or distribution fee, but with an annual shareholder servicing fee of 0.25%. o Class Y shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class Y shares are sold without a sales charge or distribution fee. THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION 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. - -------------------------------------------------------------------------------- CALCULATING YOUR SHARE PRICE Your purchase price will be equal to the fund's net asset value (NAV) per share, which is generally calculated as of the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time) every day the exchange is open. 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. If market prices are not readily available for an investment or if the advisor believes they are unreliable, fair value prices may be determined in good faith using methods approved by the funds' board of directors. - -------------------------------------------------------------------------------- HOW TO BUY AND SELL SHARES You may purchase or sell shares by calling your financial institution. When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial institution. Shares may be purchased or sold on days when the New York Stock Exchange is open. Wire federal funds as follows: U.S. Bank National Association ABA Number: 0420-00013 Account Number: 112-952-137 Credit to: First American (NAME OF FUND, INVESTOR NAME AND INVESTOR ACCOUNT #) Purchase orders and redemption requests must be received by your financial institution by the time specified by the institution to be assured same day processing. In order for shares to be purchased at that day's price, the funds must receive your purchase order by 3:00 p.m. Central time. In order for shares to be sold at that day's price, the funds must receive your redemption request by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit orders to the funds. Purchase orders and redemption requests may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. If the funds receive your redemption request by 3:00 p.m. Central time, payment of your redemption proceeds will ordinarily be made by wire on the next business day. It is possible, however, that payment could be delayed by up to seven days. To minimize the effect of large redemption requests, each fund reserves the right to fulfill these redemption requests by distributing readily marketable securities in the fund's portfolio, rather than paying you in cash. See "Policies & Services -- Managing Your Investment, Redemption In Kind." 13 PROSPECTUS - First American Sector Funds Class Y Shares Policies & Services BUYING AND SELLING SHARES CONTINUED - -------------------------------------------------------------------------------- HOW TO EXCHANGE SHARES If your investment goals or your financial needs change, you may exchange your shares for Class Y shares of another First American fund. Exchanges are made at the net asset value per share of each fund at the time of the exchange. There is no fee to exchange shares. If you are no longer eligible to hold Class Y shares, for example, if you decide to discontinue your fiduciary, agency or custodian account, you may exchange your shares for Class A shares at net asset value. Class A shares have higher expenses than Class Y shares. To exchange your shares, call your financial institution. In order for your shares to be exchanged the same day, you must call your financial institution by the time specified by the institution and your exchange order must be received by the funds by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit your exchange order to the funds. Before exchanging into any fund, be sure to read its prospectus carefully. A fund may change or cancel its exchange policies at any time. You will be notified of any changes. The funds have the right to limit exchanges to four times per year. - -------------------------------------------------------------------------------- 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, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of readily marketable securities in the fund instead of cash. In selecting securities for a redemption in kind, the advisor will consider the best interests of the fund and the remaining fund shareholders, and will value these securities in accordance with the pricing methods employed to calculate the fund's net asset value per share. If you receive redemption proceeds in kind, you should expect to incur transaction costs upon disposition of the securities received in the redemption. 14 PROSPECTUS - First American Sector Funds Class Y Shares Policies & Services MANAGING YOUR INVESTMENT - -------------------------------------------------------------------------------- STAYING INFORMED SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November and May. They include financial statements and performance information, and on an annual basis, a message from your portfolio managers and the auditors' report. In an attempt to reduce shareholder costs and help eliminate duplication, the 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 are mailed following each purchase or sale of fund shares. Generally, a fund does not send statements to individuals who have their shares held in an omnibus account. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Dividends from a fund's net investment income are declared and paid quarterly. Any capital gains are 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 paying the distribution, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form or by contacting your financial institution. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, the undelivered distributions and all future distributions will be reinvested in fund shares. - -------------------------------------------------------------------------------- TAXES Some of the tax consequences of investing in the funds are discussed below. More information about taxes is in the Statement of Additional Information. However, because everyone's tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. TAXES ON DISTRIBUTIONS. 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 from a fund's net investment income and 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. The funds expect that, as a result of their investment objectives and strategies, their distributions will consist primarily of ordinary income in the case of Real Estate Securities Fund and capital gains in the case of the other funds. TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's shares for shares of another fund, will be a taxable event and may result in a capital gain or loss. The gain or loss will be considered long-term if you have held your shares for more than one year. A gain or loss on shares held for one year or less is considered short-term and is taxed at the same rates as ordinary income. If in redemption of his or her shares a shareholder receives a distribution of readily marketable securities instead of cash, the shareholder will be treated as receiving an amount equal to the fair market value of the securities at the time of the distribution for purposes of determining capital gain or loss on the redemption, and will also acquire a basis in the shares for federal income tax purposes equal to their fair market value. The exchange of one class of shares for another class of shares in the same fund will not be taxable. TAX MANAGED STRATEGY. As a result of its tax-efficient strategies, the Science & Technology Fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. These tax-efficient strategies will not be in effect after April 1, 2002. 15 PROSPECTUS - First American Sector Funds Class Y Shares Additional Information MANAGEMENT U.S. Bancorp Asset Management, Inc., is the funds' investment advisor. U.S. Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations, pensions and retirement plans. As of September 30, 2001, U.S. Bancorp Asset Management and its affiliates had more than $114 billion in assets under management, including investment company assets of more than $51 billion. As investment advisor, U.S. Bancorp Asset Management manages the funds' business and investment activities, subject to the authority of the fund's board of directors. Each fund pays the investment advisor a monthly fee for providing investment advisory services. The table below reflects investment advisory fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.(1) Advisory fee as a % of average daily net assets - -------------------------------------------------------------------------------- HEALTH SCIENCES FUND 0.43% REAL ESTATE SECURITIES FUND 0.49% SCIENCE & TECHNOLOGY FUND(2) 0.81% TECHNOLOGY FUND 0.64% - -------------------------------------------------------------------------------- (1)Prior to May 2, 2001, First American Asset Management (FAAM), a division of U.S. Bank National Association, served as investment advisor to Health Services Fund, Real Estate Securities Fund and Technology Fund; Firstar Investment Research & Management Company LLC (FIRMCO), an affiliate of FAAM, served as investment advisor to Science & Technology Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Asset Management, Inc. The investment advisory fees paid by each fund to U.S. Bancorp Asset Management did not change as a result of the combination. (2)On September 24, 2001, Science & Technology Fund became the successor by merger to Firstar Science & Technology Fund. The fiscal year end for the Firstar fund was October 31; Science & Technology Fund has a fiscal year end of September 30. Information presented in the table has been annualized for the eleven-month fiscal period ended September 30, 2001. DIRECT CORRESPONDENCE TO: First American Funds P.O. Box 1330 Minneapolis, Minnesota 55440-1330 INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 DISTRIBUTOR Quasar Distributors, LLC 615 E. Michigan Street Milwaukee, WI 53202 ADDITIONAL COMPENSATION U.S. Bancorp Asset Management and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds' investment advisor. U.S. Bancorp Asset Management and its affiliates also receive compensation in connection with the following: CUSTODY SERVICES. U.S. Bank National Association (U.S. Bank) provides or compensates others to provide custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.01% of a fund's average daily net assets. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while providing custody services to the funds. ADMINISTRATION SERVICES. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Co-Administrators), provide or compensate others to provide administrative services to the First American family of funds. These services include general administrative and accounting services, transfer agency and dividend disbursing services, blue sky services, and shareholder services. With respect to the First American open-end mutual funds, the Co-Administrators receive total fees on an annual basis, of up to 0.25% of the aggregate average daily net assets of First American Investment Funds, Inc., First American Strategy Funds, Inc. and First American Insurance Portfolios, Inc., and up to 0.20% of the aggregate average daily net assets of First American Funds, Inc. The funds also pay the Co-Administrators fees based upon the number of funds and accounts maintained. In addition, the Co-Administrators are reimbursed for their out-of-pocket expenses incurred while providing administration services to the funds. DISTRIBUTION SERVICES. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, serves as distributor of the funds and receives out of pocket expenses incurred while providing distribution and other sub-administrative services for the funds. SECURITIES LENDING SERVICES. In connection with lending their portfolio securities, the funds pay administrative and custodial fees to U.S. Bancorp Asset Management which are equal to 40% of the funds' income from these securities lending transactions. BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the funds, the funds' investment advisor may place trades through its affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., which will earn commissions on these transactions. SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S. Bancorp Asset Management, U.S. Bank or their broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing fees from the funds' distributor. PORTFOLIO MANAGEMENT Each fund's investments are managed by a team of persons associated with U.S. Bancorp Asset Management. 16 PROSPECTUS - First American Sector Funds Class Y Shares Additional Information MORE ABOUT THE FUNDS - -------------------------------------------------------------------------------- OBJECTIVES The funds' objectives 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 The funds' main investment strategies are the strategies that the funds' investment advisor believes are most likely to be important in trying 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. Being invested in these securities may keep a fund from participating in a market upswing and prevent the fund from achieving its investment objectives. PORTFOLIO TURNOVER. Fund managers may trade securities frequently, resulting, from time to time, in an annual portfolio turnover rate of over 100%. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate. - -------------------------------------------------------------------------------- RISKS The main risks of investing in the funds are summarized in the "Fund Summaries" section. More information about fund risks is presented below. MARKET RISK. All stocks are subject to price movements due to changes in general economic conditions, changes in the level of prevailing interest rates, changes in investor perceptions of the market, or the outlook for overall corporate profitability. COMPANY RISK. Individual stocks can perform differently than the overall market. This may be a result of specific factors such as changes in corporate profitability due to the success or failure of specific products or management strategies, or it may be due to changes in investor perceptions regarding a company. 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. Each fund is subject to the particular risks of the sector in which it principally invests. RISKS OF THE HEALTH SCIENCES SECTOR. Health Sciences Fund and Science & Technology Fund invest in equity securities of companies which develop, produce or distribute products or services connected with health care or medicine. Many products and services in the health sciences industries may become rapidly obsolete due to technological and scientific advances. In addition, the health sciences industries generally are subject to greater governmental regulation than many other industries, so that changes in governmental policies may have a material effect on the demand for products and services in these industries. Regulatory approvals generally are required before new drugs, medical devices or medical procedures can be introduced and before health care providers can acquire additional facilities or equipment. RISKS OF THE REAL ESTATE 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. RISKS OF THE TECHNOLOGY SECTOR. Technology Fund and Science & Technology Fund invest in equity securities of companies in the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in this industry. For example, if technology continues to advance at an accelerated rate and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles and aggressive pricing. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP STOCKS. Health Sciences Fund, Technology Fund and Science & Technology Fund may have significant investments in development stage and small-capitalization companies. Stocks of development stage and small-capitalization companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. Their stock prices 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 17 PROSPECTUS - First American Sector Funds Class Y Shares Additional Information MORE ABOUT THE FUNDS CONTINUED development stage and small-capitalization companies at the desired time and price. RISKS OF MID-CAP STOCKS. 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. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Technology Fund, Health Sciences Fund and Science & Technology Fund may frequently invest in companies at the time of their IPO. 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. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). Real Estate Securities Fund invests a majority of its assets in REITs and Health Sciences Fund also may invest in REITs. 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 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. By investing in REITs indirectly through a fund, in addition to bearing a proportionate share of the expenses of the fund, you will also indirectly bear similar expenses of some of the REITs in which the fund invests. FOREIGN SECURITY RISK. Up to 25% of each fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. 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. For certain foreign countries, political, or social instability or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy. RISKS OF ACTIVE MANAGEMENT. Each fund is actively managed and its performance therefore will reflect in part the advisor's ability to make investment decisions which are suited to achieving the fund's investment objectives. Due to their active management, the funds could underperform other mutual funds with similar investment objectives. RISKS OF SECURITIES LENDING. 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. To reduce these risks, the funds enter into loan arrangements only with institutions which the funds' advisor has determined are creditworthy under guidelines established by the funds' board of directors. RISKS OF DERIVATIVE INSTRUMENTS. The use of derivative instruments exposes a 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 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, particularly, in the case of privately negotiated instruments, 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. 18 PROSPECTUS - First American Sector Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The tables that follow present performance information about the Class Y shares of each fund. This information is intended to help you understand each fund's financial performance for the past five years or, if shorter, the period of the fund's operations. Some of this information reflects financial results for a single fund share. 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 financial highlights for the Science & Technology Fund as set forth herein include the historical financial highlights of the Firstar Science & Technology Fund. The assets of the Firstar Fund were acquired by the First American Science & Technology Fund on September 24, 2001. In connection with such acquisition, Firstar Institutional Class shares were exchanged for Class Y shares of the First American Fund. The information for Health Sciences Fund, Real Estate Securities Fund and Technology Fund for the fiscal years ended September 30, 2001, September 30, 2000, and September 30, 1999, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. The information for the fiscal years ended on or before September 30, 1998, has been audited by other auditors. The information for Science & Technology Fund for the fiscal period ended September 30, 2001, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. The information for the fiscal periods ended on or before October 31, 2000, has been audited by other auditors. HEALTH SCIENCES FUND Fiscal year ended September 30, 2001(1) 2000 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 13.42 $ 8.28 $ 7.84 $ 12.08 $ 9.87 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income (Loss) -- -- 0.04 0.03 (0.01) Net Gains (Losses) on Investments (both realized and unrealized) (2.12) 5.14 0.48 (2.78) 2.33 ------- ------- ------- ------- ------- Total From Investment Operations (2.12) 5.14 0.52 (2.75) 2.32 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) -- -- (0.04) (0.03) (0.01) Distributions (from capital gains) (1.37) -- (0.04) (1.46) (0.10) ------- ------- ------- ------- ------- Total Distributions (1.37) -- (0.08) (1.49) (0.11) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 9.93 $ 13.42 $ 8.28 $ 7.84 $ 12.08 ======= ======= ======= ======= ======= Total Return(2) (17.15)% 62.10% 6.59% (25.10)% 23.89% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $17,141 $19,175 $12,192 $21,977 $41,243 Ratio of Expenses to Average Net Assets 0.90% 0.92% 0.90% 0.90% 0.90% Ratio of Net Income (Loss) to Average Net Assets (0.04)% (0.02)% 0.38% 0.27% 0.06% Ratio of Expenses to Average Net Assets (excluding waivers) 1.17% 1.21% 1.05% 0.95% 1.04% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (0.31)% (0.31)% 0.23% 0.22% (0.08)% Portfolio Turnover Rate 103% 104% 53% 45% 54% - ---------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 19 PROSPECTUS - First American Sector Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED REAL ESTATE SECURITIES FUND Fiscal year ended September 30, 2001(1) 2000 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 12.73 $ 10.80 $ 12.19 $ 14.99 $ 11.53 ------- ------- ------- ------- ------- Investment Operations: Net Investment Income 0.84 0.77 0.68 0.67 0.74 Net Gains (Losses) on Investments (both realized and unrealized) 0.28 2.00 (1.35) (2.40) 3.43 ------- ------- ------- ------- ------- Total From Investment Operations 1.12 2.77 (0.67) (1.73) 4.17 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.68) (0.81) (0.69) (0.74) (0.67) Distributions (from capital gains) -- -- -- (0.33) (0.03) Distributions (from return of capital) (0.02) (0.03) (0.03) -- (0.01) ------- ------- ------- ------- ------- Total Distributions (0.70) (0.84) (0.72) (1.07) (0.71) ------- ------- ------- ------- ------- Net Asset Value, End of Period $ 13.15 $ 12.73 $ 10.80 $ 12.19 $ 14.99 ======= ======= ======= ======= ======= Total Return(2) 9.01% 26.95% (5.64)% (12.18)% 37.07% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $96,263 $56,347 $51,181 $58,275 $40,501 Ratio of Expenses to Average Net Assets 0.80% 0.80% 0.80% 0.80% 0.80% Ratio of Net Income to Average Net Assets 6.50% 6.79% 5.78% 5.06% 4.57% Ratio of Expenses to Average Net Assets (excluding waivers) 1.01% 0.99% 0.93% 0.93% 1.05% Ratio of Net Income to Average Net Assets (excluding waivers) 6.29% 6.60% 5.65% 4.93% 4.32% Portfolio Turnover Rate 85% 45% 21% 36% 14% - ----------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. SCIENCE & TECHNOLOGY FUND Fiscal period Fiscal period Fiscal period ended ended ended September 30, 2001(1),(2) October 31, 2000(3) November 30, 1999(4) - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 19.54 $ 14.56 $ 10.00 -------- -------- -------- Investment Operations: Net Investment Income (Loss) (0.09) (0.13) -- Net Gains (Losses) on Investments (both realized and unrealized) (14.71) 5.11 4.56 -------- -------- -------- Total From Investment Operations (14.80) 4.98 4.56 -------- -------- -------- Less Distributions: Dividends (from net investment income) -- -- -- Distributions (from capital gains) -- -- -- -------- -------- -------- Total Distributions -- -- -- -------- -------- -------- Net Asset Value, End of Period $ 4.74 $ 19.54 $ 14.56 ======== ======== ======== Total Return(5) (75.74)% 34.20% 45.60% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 28,293 $121,767 $ 40,936 Ratio of Expenses to Average Net Assets 1.34% 1.36% 1.69% Ratio of Net Income (Loss) to Average Net Assets (0.90)% (0.90)% (0.94)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.58% 1.46% 1.84% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (1.14)% (1.00)% (1.09)% Portfolio Turnover Rate 146% 85% 16% - ----------------------------------------------------------------------------------------------------------------------------------- (1)Effective in 2001, the Fund's fiscal year end was changed to September 30 from October 31. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Effective in 2000, the Fund's fiscal year end was changed to October 31 from November 30. All ratios for the period have been annualized, except total return. (4)Commenced operations on August 9, 1999. All ratios for the period have been annualized, except total return. (5)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 20 PROSPECTUS - First American Sector Funds Class Y Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED TECHNOLOGY FUND Fiscal year ended September 30, 2001(1) 2000 1999 1998 1997 - -------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 48.60 $ 34.64 $ 15.73 $ 20.29 $ 19.29 -------- -------- -------- -------- -------- Investment Operations: Net Investment Loss (0.11) (0.34) (0.13) (0.08) (0.06) Net Gains (Losses) on Investments (both realized and unrealized) (34.34) 25.36 19.79 (3.27) 3.12 -------- -------- -------- -------- -------- Total From Investment Operations (34.45) 25.02 19.66 (3.35) 3.06 -------- -------- -------- -------- -------- Less Distributions: Dividends (from net investment income) -- -- -- -- -- Distributions (from capital gains) (7.62) (11.06) (0.75) (1.21) (2.06) -------- -------- -------- -------- -------- Total Distributions (7.62) (11.06) (0.75) (1.21) (2.06) -------- -------- -------- -------- -------- Net Asset Value, End of Period $ 6.53 $ 48.60 $ 34.64 $ 15.73 $ 20.29 ======== ======== ======== ======== ======== Total Return(2) (83.26)% 80.71% 129.52% (16.41)% 17.95% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 59,653 $436,938 $214,620 $100,985 $148,659 Ratio of Expenses to Average Net Assets 0.90% 0.90% 0.90% 0.90% 0.90% Ratio of Net Loss to Average Net Assets (0.62)% (0.67)% (0.53)% (0.38)% (0.41)% Ratio of Expenses to Average Net Assets (excluding waivers) 0.96% 0.90% 0.91% 0.90% 0.92% Ratio of Net Loss to Average Net Assets (excluding waivers) (0.67)% (0.67)% (0.54)% (0.38)% (0.43)% Portfolio Turnover Rate 269% 195% 184% 124% 150% - -------------------------------------------------------------------------------------------------------------------------------- (1)Per share data calculated using average shares outstanding method. (2)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. 21 PROSPECTUS - First American Sector Funds Class Y Shares - -------------------------------------------------------------------------------- FOR MORE INFORMATION More information about the funds is available in the funds' Statement of Additional Information and annual and semiannual reports. - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI provides more details about the funds and their policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated into this prospectus by reference (which means that it is legally considered part of this prospectus). - -------------------------------------------------------------------------------- ANNUAL AND SEMIANNUAL REPORTS Additional information about the 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. You can obtain a free copy of the funds' SAI and/or free copies of the funds' most recent annual or semiannual reports by calling Investor Services at 800 677-FUND. The material you request will be sent by first-class mail or other means designed to ensure equally prompt delivery, within three business days of receipt of the request. You can also obtain copies of this information, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For more information, call 1-202-942-8090. Information about the funds is also available on the Internet. Text-only versions of fund documents can be viewed online or downloaded from the EDGAR Database on the SEC's Internet site at http://www.sec.gov. FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, which is located in Milwaukee, WI 53202, and is an affiliate of the investment advisor. PROSECTY 1/02 SEC file number: 811-05309 [LOGO] FIRST AMERICAN FUNDS(TM) [LOGO] FIRST AMERICAN FUNDS(TM) JANUARY 28, 2002 PROSPECTUS FIRST AMERICAN INVESTMENT FUNDS, INC. ASSET CLASS -- STOCK FUNDS SECTOR FUNDS CLASS S SHARES HEALTH SCIENCES FUND REAL ESTATE SECURITIES FUND SCIENCE & TECHNOLOGY FUND TECHNOLOGY 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 - -------------------------------------------------------------------------------- Health Sciences Fund 2 - -------------------------------------------------------------------------------- Real Estate Securities Fund 5 - -------------------------------------------------------------------------------- Science & Technology Fund 7 - -------------------------------------------------------------------------------- Technology Fund 10 - -------------------------------------------------------------------------------- POLICIES & SERVICES - -------------------------------------------------------------------------------- Buying and Selling Shares 13 - -------------------------------------------------------------------------------- Managing Your Investment 15 - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Management 16 - -------------------------------------------------------------------------------- More About The Funds 17 - -------------------------------------------------------------------------------- Financial Highlights 19 - -------------------------------------------------------------------------------- FOR MORE INFORMATION Back Cover - -------------------------------------------------------------------------------- Fund Summaries INTRODUCTION This section of the prospectus describes the objectives of the First American Sector Funds, summarizes the main investment strategies used by each fund in trying to achieve its objectives, and highlights the risks involved with these strategies. It also provides you with information about the performance, fees, and expenses of the 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. 1 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries HEALTH SCIENCES FUND - -------------------------------------------------------------------------------- OBJECTIVE Health Sciences Fund has an objective of long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Health Sciences Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies which develop, produce or distribute products or services connected with health care or medicine, and which derive at least 50% of their assets, revenues or profits from these products or services at the time of investment. Examples of products or services connected with health care or medicine include: o pharmaceuticals. o health care services and administration. o diagnostics. o medical equipment and supplies. o medical technology. o medical research and development. The fund's advisor will invest in companies that it believes have the potential for above average growth in revenue and earnings as a result of new or unique products, processes or services; increasing demand for a company's products or services; established market leadership; or exceptional management. The fund's investments may include development stage companies (companies that do not have significant revenues) and small- and mid-capitalization companies. The fund may also invest in real estate investment trusts (REITs) that finance medical care facilities. REITs are publicly traded corporations or trusts that acquire, hold and manage real estate. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF THE HEALTH SCIENCES SECTOR. Because the fund invests primarily in stocks related to health care or medicine, it is particularly susceptible to risks associated with the health sciences industries. Many products and services in the health sciences industries may become rapidly obsolete due to technological and scientific advances. In addition, governmental regulation may have a material effect on the demand for products and services in these industries. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF DEVELOPMENT STAGE, SMALL- AND MID-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). REITs will be affected by changes in the values of and incomes from the properties they own or the credit quality of the mortgages they hold. 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. 2 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries HEALTH SCIENCES FUND CONTINUED RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. Because Class S shares were not offered for a full calendar year, information in the chart and the table is for the fund's Class A shares, which are offered through another prospectus. The classes will have substantially similar returns because they are invested in the same portfolio of securities and have similar operating expenses. 3 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries HEALTH SCIENCES FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A) [BAR CHART] 16.14% -6.94% -1.32% 46.88% -11.98% - -------------------------------------------------------------------------------- 1997 1998 1999 2000 2001 Best Quarter: Quarter ending June 30, 2000 20.06% Worst Quarter: Quarter ending September 30, 1998 (22.34)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - -------------------------------------------------------------------------------------------------- Health Sciences Fund (Class A)(1) 1/31/96 (11.98)% 6.64% 5.49% - -------------------------------------------------------------------------------------------------- Standard & Poor's Health Care Composite Index(2) (12.88)% 16.00% 15.67% - -------------------------------------------------------------------------------------------------- (1)Class A share returns do not reflect the 5.50% front-end sales charge normally imposed on those shares. Class S shares have no sales charge. (2)An unmanaged index comprised of health care stocks in the Standard & Poor's 500 Composite Index, which is an unmanaged index of large capitalization stocks. The since inception performance of the index is calculated from 1/31/96. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.57% Total Annual Fund Operating Expenses 1.52% Waiver of Fund Expenses(2) (0.29)% NET EXPENSES(2) 1.23% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $125 3 years $451 5 years $799 10 years $1,783 4 PROSPECTUS - First American Sector Funds Class S Shares 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. - -------------------------------------------------------------------------------- MAIN 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 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. 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 acquire, hold and manage residential or commercial real estate. REITs generally can be divided into the following three types: o 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. o mortgage REITs, which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments. o 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. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. 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 company, industry, or sector of the market. RISKS OF THE REAL ESTATE INDUSTRY. Because the fund invests primarily in the real estate industry, it is particularly susceptible 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. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). There are risks associated with direct investments in REITs. 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 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. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, 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. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. Because Class S shares were not offered for a full calendar year, information in the chart and the table is for the fund's Class A shares, which are offered through another prospectus. The classes will have substantially similar returns because they are invested in the same portfolio of securities and have similar operating expenses. 5 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries REAL ESTATE SECURITIES FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A) [BAR CHART] 30.63% 19.21% -16.16% -3.91% 31.96% 9.50% - -------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1996 16.59% Worst Quarter: Quarter ending September 30, 1998 (9.78)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01 Date One Year Five Years Inception - ------------------------------------------------------------------------------------------ Real Estate Securities Fund (Class A)(1) 9/29/95 9.50% 6.77% 10.92% - ------------------------------------------------------------------------------------------ Morgan Stanley REIT Index(2) 12.83% 6.12% 10.90% - ------------------------------------------------------------------------------------------ (1)Class A share returns do not reflect the 5.50% front-end sales charge normally imposed on those shares. Class S shares have no sales charge. (2)An unmanaged index of the most actively traded real estate investment trusts. The since inception performance for the index is calculated from 9/30/95. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.42% Total Annual Fund Operating Expenses 1.37% Waiver of Fund Expenses(2) (0.14)% NET EXPENSES(2) 1.23% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $125 3 years $420 5 years $736 10 years $1,632 6 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries SCIENCE & TECHNOLOGY FUND - -------------------------------------------------------------------------------- OBJECTIVE Science & Technology Fund has an objective of long-term after tax growth of capital. Effective April 1, 2002, Science & Technology Fund's objective is to maximize long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Science & Technology Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in equity securities of companies principally engaged in science and technology business activities. The fund considers science and technology sectors to include companies whose primary business is to provide goods or services in the fields of science (e.g., health and medical) or technology (e.g., computers and communications). These may include companies that: o make or sell products used in health care. o make or sell medical equipment and devices and related technologies. o make or sell software or information-based services and consulting, communications and related services. o design, manufacture or sell electronic components and systems. o research, design, develop, manufacture or distribute products, processes or services that relate to hardware technology within the computer industry. o develop, produce or distribute products or services in the computer, semi-conductor, electronics, communications, health care and biotechnology sectors. o engage in the development, manufacturing or sale of communications services or communications equipment. The advisor believes that because of rapid advances in technology and science, an investment in companies with business operations in these areas will offer substantial opportunities for long-term capital appreciation. The fund's investments may include development stage companies (companies that do not have significant revenues) and small- and mid-capitalization companies. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. Effective April 1, 2002, the advisor will no longer utilize the following tax-efficient strategies in seeking to achieve the fund's objective. The advisor seeks to achieve high after-tax returns by balancing investment considerations and tax considerations. The fund seeks to achieve returns primarily in the form of price appreciation (which is not subject to current tax) and to minimize income distributions and distributions of realized short-term gains (taxed as ordinary income). Among the main strategies used in the tax-efficient management of the fund are the following: o investing primarily in lower-yielding growth stocks to minimize taxable dividend income. o employing a long-term, low turnover approach to investing. o attempting to avoid net realized short-term gains. o selling stocks trading below cost to realize losses (when appropriate) in order to offset realized capital gains that would otherwise have to be distributed to shareholders. o selling the highest cost shares when selling apperciated stocks in order to minimize realized capital gains. o selectively using tax-advantaged hedging techniques as an alternative to taxable sales (such as purchased put options, equity collars, equity swaps, covered short sales, and the purchase or sale of stock index futures contracts). As a result of its tax-efficient strategy, the fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. 7 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries SCIENCE & TECHNOLOGY FUND CONTINUED RISKS OF THE SCIENCE AND TECHNOLOGY SECTOR. Because the fund invests primarily in science and technology related stocks, it is particularly susceptible to risks associated with the science and technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP AND MID-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability, or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations on the next page provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart is intended to show you how performance of the fund has varied from year to year. However, because Class S shares of the fund were first offered in 2000, only one calendar year of performance information is available.The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. 8 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries SCIENCE & TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE (CONTINUED) ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR(1) [BAR CHART] - -51.63% - -------------------------------------------------------------------------------- 2001 Best Quarter: Quarter ending December 31, 2001 48.30% Worst Quarter: Quarter ending September 30, 2001 (48.69)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Inception - --------------------------------------------------------------------------------------- Science & Technology Fund 12/11/00 (51.63)% (58.65)% - --------------------------------------------------------------------------------------- Standard & Poor's Information Technology Index(2) (25.88)% (25.88)% - --------------------------------------------------------------------------------------- Nasdaq 100 Index(3) (32.58)% (32.58)% - --------------------------------------------------------------------------------------- (1)On 9/24/01, the Science & Technology Fund became the successor by merger to the Firstar Science & Technology Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to 9/24/01 represents that of the Firstar Science & Technology Fund. The Firstar Science & Technology Fund was organized on 12/11/00 and, prior to that was a separate series of Firstar Stellar Funds, Inc. (2)An unmanaged index comprised of information technology stocks in the Standard & Poor's 500 Composite Index, which is an unmanaged index of large-capitalization stocks. Previously, the fund used the Nasdaq 100 Index as a benchmark. Going forward, the fund will use the Standard & Poor's Information Technology Index as a comparison, because its composition better matches the fund's investment objective and strategies. The since inception performance of the index is calculated from 12/31/00. (3)A market capitalization-weighted index that includes 100 of the largest financial companies, domestic and foreign, in the Nasdaq National Market. The since inception performance of the index is calculated from 12/31/00. - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.51% Total Annual Fund Operating Expenses 1.46% Waiver of Fund Expenses(2) (0.23)% NET EXPENSES(2) 1.23% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $125 3 years $438 5 years $774 10 years $1,723 9 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries TECHNOLOGY FUND - -------------------------------------------------------------------------------- OBJECTIVE Technology Fund has an objective of long-term growth of capital. - -------------------------------------------------------------------------------- MAIN INVESTMENT STRATEGIES Under normal market conditions, Technology Fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies which the fund's advisor believes either have, or will develop, products, processes or services that will provide or will benefit significantly from technological innovations, advances and improvements. These may include: o inexpensive computing power, such as personal computers. o improved methods of communications, such as satellite transmission. o technology related services such as internet related marketing services. The prime emphasis of the fund is to identify companies which the advisor believes are positioned to benefit from technological advances in areas such as semiconductors, computers, software, communications, and online services. Companies in which the fund invests may include development stage companies (companies that do not have significant revenues) and small capitalization companies. The advisor will generally select companies that it believes exhibit strong management teams, a strong competitive position, above average growth in revenues and a sound balance sheet. 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, including access to so-called "hot issues" which are generally traded in the aftermarket at prices in excess of the IPO price. IPOs will frequently be sold within 12 months of purchase which may result in increased short-term capital gains. Up to 25% of the fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. These securities may be of the same type as the fund's permissible investments in United States domestic securities. - -------------------------------------------------------------------------------- MAIN RISKS The value of your investment in this fund will change daily, which means you could lose money. The main risks of investing in this fund include: RISKS OF COMMON STOCKS. Stocks may decline significantly in price over short or extended periods of time. Price changes may affect the market as a whole, or they may affect only a particular company, industry, or sector of the market. RISKS OF NON-DIVERSIFICATION. The fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of 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, and because those issuers will be in the same or related economic sectors, the fund's portfolio securities may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio securities of a diversified fund. RISKS OF THE TECHNOLOGY SECTOR. Because the fund invests primarily in technology related stocks, it is particularly susceptible to risks associated with the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in that industry. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP STOCKS. Stocks of development stage and small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Companies involved in IPOs generally have limited operating histories and prospects for future profitability are uncertain. Prices of IPOs may also be unstable because of 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. FOREIGN SECURITY RISK. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers, including the risks of adverse currency fluctuations and of political or social instability, or diplomatic developments that could adversely affect the securities. RISKS OF SECURITIES LENDING. To generate additional income, the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions. When the fund engages in this practice, it is subject to the risk that the other party to a securities lending agreement will default on its obligations. RISKS OF DERIVATIVE INSTRUMENTS. The fund will suffer a loss in connection with its use of derivatives such as options, futures contracts, and options on futures contracts if securities prices do not move in the direction anticipated by the fund's advisor when entering into the derivative instrument. 10 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FUND PERFORMANCE Illustrations below provide you with information on the fund's volatility and performance. Of course, past performance does not guarantee future results. The bar chart shows you how performance of the fund has varied from year to year. The table compares the fund's performance over different time periods to that of the fund's benchmark index, which is a broad measure of market performance. The fund's performance reflects fund expenses; the benchmark is unmanaged, has no expenses and is unavailable for investment. 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, the fund's performance would be reduced. Because Class S shares were not offered for a full calendar year, information in the chart and the table is for the fund's Class A shares, which are offered through another prospectus. The classes will have substantially similar returns because they are invested in the same portfolio of securities and have similar operating expenses. ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR (Class A)(1) [BAR CHART] 40.93% 22.12% 6.91% 32.47% 191.79% -45.85% -55.71 - -------------------------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 2001 Best Quarter: Quarter ending December 31, 1999 80.60% Worst Quarter: Quarter ending March 31, 2001 (48.79)% AVERAGE ANNUAL TOTAL RETURNS Inception Since AS OF 12/31/01(1) Date One Year Five Years Inception - --------------------------------------------------------------------------------------------------- Technology Fund (Class A)(2) 4/4/94 (55.71)% (0.18)% 10.35% - --------------------------------------------------------------------------------------------------- Standard & Poor's Information Technology Index(3) (25.88)% 12.14% 19.71% - --------------------------------------------------------------------------------------------------- (1)Technology Fund's 1999 returns were primarily achieved buying IPOs and technology related stocks in a period favorable for these investments. Of course, such favorable returns involve accepting the risk of volatility, and there is no assurance that the fund's future investment in IPOs and technology stocks will have the same effect on performance as it did in 1999. (2)Class A share returns do not reflect the 5.50% front-end sales charge normally imposed on those shares. Class S shares have no sales charge. (3)An unmanaged index comprised of information technology stocks in the Standard & Poor's 500 Index, which is an unmanaged index of large-capitalization stocks. The since inception performance of the index is calculated from 4/30/94. 11 PROSPECTUS - First American Sector Funds Class S Shares Fund Summaries TECHNOLOGY FUND CONTINUED - -------------------------------------------------------------------------------- FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - ----------------------------------------------------------------------------------------- MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.35% Total Annual Fund Operating Expenses 1.30% Waiver of Fund Expenses(2) (0.07)% NET EXPENSES(2) 1.23% - ----------------------------------------------------------------------------------------- (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- EXAMPLE This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the fund's operating expenses remain the same. Although your actual costs and returns may differ, based on these assumptions your costs would be: - -------------------------------------------------------------------------------- 1 year $125 3 years $405 5 years $706 10 years $1,561 12 PROSPECTUS - First American Sector Funds Class S Shares Policies & Services BUYING AND SELLING SHARES - -------------------------------------------------------------------------------- MULTIPLE CLASS INFORMATION The funds offer five different classes of shares. This prospectus offers Class S shares that are sold through banks and other financial institutions that have entered into sales agreements with the funds' distributor. Class S shares are available to certain accounts for which the financial institution acts in a fiduciary, agency, or custodial capacity, such as certain trust accounts and investment advisory accounts. Class S shares are typically held in an omnibus account with the transfer agent. While there is no initial or deferred sales charge on your purchase of Class S shares, there is an annual shareholder servicing fee of 0.25% and your investment professional or financial institution may receive a commission of up to 1.25% on your purchase. To find out whether you may purchase Class S shares, contact your financial institution. Class A, Class B, Class C and Class Y shares are available through separate prospectuses. There are differences among the fees and expenses for each of the five classes. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the investment advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. The following describes the features of each class: o Class A shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 0.25%. o Class B shares are sold to the public with a contingent deferred sales charge (CDSC) and annual distribution and service (12b-1) fees of 1.00%. o Class C shares are sold to the public with a sales charge at the time of purchase and annual distribution and service (12b-1) fees of 1.00% (may be subject to a CDSC). o Class S shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class S shares are sold without a sales charge or distribution fee, but with an annual shareholder servicing fee of 0.25%. o Class Y shares are available to certain accounts for which qualifying institutions act in a fiduciary, agency or custodial capacity. Class Y shares are sold without a sales charge or distribution fee. THIS PROSPECTUS AND THE RELATED STATEMENT OF ADDITIONAL INFORMATION 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. - -------------------------------------------------------------------------------- CALCULATING YOUR SHARE PRICE Your purchase price will be equal to the fund's net asset value (NAV) per share, which is generally calculated as of the close of regular trading on the New York Stock Exchange (usually 3 p.m. Central time) every day the exchange is open. 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. If market prices are not readily available for an investment or if the advisor believes they are unreliable, fair value prices may be determined in good faith using methods approved by the funds' board of directors. - -------------------------------------------------------------------------------- HOW TO BUY AND SELL SHARES You may purchase or sell shares by calling your financial institution. Shares may be purchased or sold on any day when the New York Stock Exchange is open. When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial institution. Wire federal funds as follows: U.S. Bank National Association ABA Number: 0420-00013 Account Number: 112-952-137 Credit to: First American (NAME OF FUND, INVESTOR NAME AND INVESTOR ACCOUNT #) Purchase orders and redemption requests must be received by your financial institution by the time specified by the institution to be assured same day processing. In order for shares to be purchased at that day's price, the funds must receive your purchase order by 3:00 p.m. Central time. In order for shares to be sold at that day's price, the funds must receive your redemption request by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit orders to the funds. Purchase orders and redemption requests may be restricted in the event of an early or unscheduled close of the New York Stock Exchange. If the funds receive your redemption request by 3:00 p.m. Central time, payment of your redemption proceeds will ordinarily be made by wire on the next business day. It is possible, however, that payment could be delayed by up to seven days. To minimize the effect of large redemption requests, each fund reserves the right to fulfill these redemption requests by distributing readily marketable securities in the fund's portfolio, rather than paying you in cash. See "Policies & Services -- Managing Your Investment, Redemption In Kind." - -------------------------------------------------------------------------------- COMPENSATION PAID TO FINANCIAL INSTITUTIONS The fund pays the distributor an annual shareholder servicing fee equal to 0.25% of the fund's average daily net assets to compensate the distributor for providing services to shareholders. The distributor may use this fee to compensate your investment professional or financial institution for providing ongoing services to your account. The advisor, the administrator or the distributor may pay additional fees to investment professionals and financial institutions, using their own assets, in exchange for sales and/or administrative services performed on behalf of the investment professional's or financial institution's customers. 13 PROSPECTUS - First American Sector Funds Class S Shares Policies & Services BUYING AND SELLING SHARES CONTINUED - -------------------------------------------------------------------------------- HOW TO EXCHANGE SHARES If your investment goals or your financial needs change, you may exchange your shares for Class S shares of another First American fund. Exchanges are made at the net asset value per share of each fund at the time of the exchange. There is no fee to exchange shares. If you are no longer eligible to hold Class S shares, for example, if you decide to discontinue your fiduciary, agency, or custodian account, you may exchange your shares for Class A shares at net asset value. To exchange your shares, call your financial institution. In order for your shares to be exchanged the same day, you must call your financial institution by the time specified by the institution and your exchange order must be received by the funds by 3:00 p.m. Central time. It is the responsibility of your financial institution to promptly transmit your exchange order to the funds. Before exchanging into any fund, be sure to read its prospectus carefully. A fund may change or cancel its exchange policies at any time. You will be notified of any changes. The funds have the right to limit exchanges to four times per year. - -------------------------------------------------------------------------------- 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, each fund reserves the right to pay part or all of the proceeds from a redemption request in a proportionate share of readily marketable securities in the fund instead of cash. In selecting securities for a redemption in kind, the advisor will consider the best interests of the fund and the remaining fund shareholders, and will value these securities in accordance with the pricing methods employed to calculate the fund's net asset value per share. If you receive redemption proceeds in kind, you should expect to incur transaction costs upon disposition of the securities received in the redemption. 14 PROSPECTUS - First American Sector Funds Class S Shares Policies & Services MANAGING YOUR INVESTMENT - -------------------------------------------------------------------------------- STAYING INFORMED SHAREHOLDER REPORTS. Shareholder reports are mailed twice a year, in November and May. They include financial statements and performance information, and on an annual basis, a message from your portfolio managers and the auditors' report. In an attempt to reduce shareholder costs and help eliminate duplication, the 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 are mailed following each purchase or sale of fund shares. Generally, a fund does not send statements to individuals who have their shares held in an omnibus account. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Dividends from a fund's net investment income are declared and paid quarterly. Any capital gains are 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 paying the distribution, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form or by contacting your financial institution. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, the undelivered distributions and all future distributions will be reinvested in fund shares 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 Statement of Additional Information. However, because everyone's tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. TAXES ON DISTRIBUTIONS. 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 from a fund's net investment income and 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. The funds expect that, as a result of their investment objectives and strategies, their distributions will consist primarily of ordinary income in the case of Real Estate Securities Fund and capital gains in the case of the other funds. TAXES ON TRANSACTIONS. The sale of fund shares, or the exchange of one fund's shares for shares of another fund, will be a taxable event and may result in a capital gain or loss. The gain or loss will be considered long-term if you have held your shares for more than one year. A gain or loss on shares held for one year or less is considered short-term and is taxed at the same rates as ordinary income. If in redemption of his or her shares a shareholder receives a distribution of readily marketable securities instead of cash, the shareholder will be treated as receiving an amount equal to the fair market value of the securities at the time of the distribution for purposes of determining capital gain or loss on the redemption, and will also acquire a basis in the shares for federal income tax purposes equal to their fair market value. The exchange of one class of shares for another class of shares in the same fund will not be taxable. TAX MANAGED STRATEGY. As a result of its tax-efficient strategies, the Science & Technology Fund can generally be expected to distribute a smaller percentage of returns each year than most other equity mutual funds. There can be no assurance, however, that taxable distributions can always be avoided. These tax-efficient strategies will not be in effect after April 1, 2002. 15 PROSPECTUS - First American Sector Funds Class S Shares Additional Information MANAGEMENT U.S. Bancorp Asset Management, Inc., is the funds' investment advisor. U.S. Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations, pensions and retirement plans. As of September 30, 2001, U.S. Bancorp Asset Management and its affiliates had more than $114 billion in assets under management, including investment company assets of more than $51 billion. As investment advisor, U.S. Bancorp Asset Management 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 fee for providing investment advisory services. The table below reflects investment advisory fees paid to the investment advisor, after taking into account any fee waivers, for the funds' most recently completed fiscal year.(1) Advisory fee as a % of average daily net assets - -------------------------------------------------------------------------------- HEALTH SCIENCES FUND 0.43% REAL ESTATE SECURITIES FUND 0.49% SCIENCE & TECHNOLOGY FUND(2) 0.81% TECHNOLOGY FUND 0.64% - -------------------------------------------------------------------------------- (1)Prior to May 2, 2001, First American Asset Management (FAAM), a division of U.S. Bank National Association, served as investment advisor to Health Sciences Fund, Real Estate Securities Fund and Technology Fund; Firstar Investment Research & Management Company LLC (FIRMCO), an affiliate of FAAM, served as investment advisor to Science & Technology Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Asset Management, Inc. The investment advisory fees paid by each fund to U.S. Bancorp Asset Management did not change as a result of the combination. (2)On September 24, 2001, Science & Technology Fund became the successor by merger to Firstar Science & Technology Fund. The fiscal year end for the Firstar fund was October 31; Science & Technology Fund has a fiscal year end of September 30. Information presented in the table has been annualized for the eleven-month fiscal period ended September 30, 2001. DIRECT CORRESPONDENCE TO: First American Funds P.O. Box 1330 Minneapolis, Minnesota 55440-1330 INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, Minnesota 55402 DISTRIBUTOR Quasar Distributors, LLC 615 E. Michigan Street Milwaukee, WI 53202 ADDITIONAL COMPENSATION U.S. Bancorp Asset Management and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds' investment advisor. U.S. Bancorp Asset Management and its affiliates also receive compensation in connection with the following: CUSTODY SERVICES. U.S. Bank National Association (U.S. Bank) provides or compensates others to provide custody services to the funds. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.01% of a fund's average daily net assets. In addition, U.S. Bank is reimbursed for its out-of-pocket expenses incurred while providing custody services to the funds. ADMINISTRATION SERVICES. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Co-Administrators), provide or compensate others to provide administrative services to the First American family of funds. These services include general administrative and accounting services, transfer agency and dividend disbursing services, blue sky services, and shareholder services. With respect to the First American open-end mutual funds, the Co-Administrators receive total fees on an annual basis, of up to 0.25% of the aggregate average daily net assets of First American Investment Funds, Inc., First American Strategy Funds, Inc. and First American Insurance Portfolios, Inc., and up to 0.20% of the aggregate average daily net assets of First American Funds, Inc. The funds also pay the Co-Administrators fees based upon the number of funds and accounts maintained. In addition, the Co-Administrators are reimbursed for their out-of-pocket expenses incurred while providing administration services to the funds. DISTRIBUTION SERVICES. Quasar Distributors, LLC, an affiliate of U.S. Bancorp Asset Management, serves as distributor of the funds and receives out of pocket expenses incurred while providing distribution and other sub-administrative services for the funds. SECURITIES LENDING SERVICES. In connection with lending their portfolio securities, the funds pay administrative and custodial fees to U.S. Bancorp Asset Management which are equal to 40% of the funds' income from these securities lending transactions. BROKERAGE TRANSACTIONS. When purchasing and selling portfolio securities for the funds, the funds' investment advisor may place trades through its affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., which will earn commissions on these transactions. SHAREHOLDER SERVICING FEES. To the extent that fund shares are held through U.S. Bancorp Asset Management, U.S. Bank or their broker-dealer affiliates, U.S. Bancorp Investments, Inc. and U.S. Bancorp Piper Jaffray Inc., those entities may receive shareholder servicing fees from the funds' distributor. PORTFOLIO MANAGEMENT Each fund's investments are managed by a team of persons associated with U.S. Bancorp Asset Management. 16 PROSPECTUS - First American Sector Funds Class S Shares Additional Information MORE ABOUT THE FUNDS - -------------------------------------------------------------------------------- OBJECTIVES The funds' objectives 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 The funds' main investment strategies are the strategies that the funds' investment advisor believes are most likely to be important in trying 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. Being invested in these securities may keep a fund from participating in a market upswing and prevent the fund from achieving its investment objectives. PORTFOLIO TURNOVER. Fund managers may trade securities frequently, resulting, from time to time, in an annual portfolio turnover rate of over 100%. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. Active trading may also increase the amount of commissions or mark-ups to broker-dealers that the fund pays when it buys and sells securities. The "Financial Highlights" section of this prospectus shows each fund's historical portfolio turnover rate. - -------------------------------------------------------------------------------- RISKS The main risks of investing in the funds are summarized in the "Fund Summaries" section. More information about fund risks is presented below. MARKET RISK. All stocks are subject to price movements due to changes in general economic conditions, changes in the level of prevailing interest rates, changes in investor perceptions of the market, or the outlook for overall corporate profitability. COMPANY RISK. Individual stocks can perform differently than the overall market. This may be a result of specific factors such as changes in corporate profitability due to the success or failure of specific products or management strategies, or it may be due to changes in investor perceptions regarding a company. 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. Each fund is subject to the particular risks of the sector in which it principally invests. RISKS OF THE HEALTH SCIENCES SECTOR. Health Sciences Fund and Science & Technology Fund invest in equity securities of companies which develop, produce or distribute products or services connected with health care or medicine. Many products and services in the health sciences industries may become rapidly obsolete due to technological and scientific advances. In addition, the health sciences industries generally are subject to greater governmental regulation than many other industries, so that changes in governmental policies may have a material effect on the demand for products and services in these industries. Regulatory approvals generally are required before new drugs, medical devices or medical procedures can be introduced and before health care providers can acquire additional facilities or equipment. RISKS OF THE REAL ESTATE 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. RISKS OF THE TECHNOLOGY SECTOR. Technology Fund and Science & Technology Fund invest in equity securities of companies in the technology industry. Competitive pressures may have a significant effect on the financial condition of companies in this industry. For example, if technology continues to advance at an accelerated rate and the number of companies and product offerings continues to expand, these companies could become increasingly sensitive to short product cycles and aggressive pricing. RISKS OF DEVELOPMENT STAGE AND SMALL-CAP STOCKS. Health Sciences Fund, Technology Fund and Science & Technology Fund may have significant investments in development stage and small-capitalization companies. Stocks of development stage and small-capitalization companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. Their stock prices 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. 17 PROSPECTUS - First American Sector Funds Class S Shares Additional Information MORE ABOUT THE FUNDS CONTINUED In some cases, there could be difficulties in selling the stocks of development stage and small-capitalization companies at the desired time and price. RISKS OF MID-CAP STOCKS. 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. RISKS OF INITIAL PUBLIC OFFERINGS (IPOs). Technology Fund, Health Sciences Fund and Science & Technology Fund may frequently invest in companies at the time of their IPO. 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. RISKS OF REAL ESTATE INVESTMENT TRUSTS (REITs). Real Estate Securities Fund invests a majority of its assets in REITs and Health Sciences Fund also may invest in REITs. 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 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. By investing in REITS indirectly through a fund, in addition to bearing a proportionate share of the expenses of the fund, you will also indirectly bear similar expenses of some of the REITs in which the fund invests. FOREIGN SECURITY RISK. Up to 25% of each fund's total assets may be invested in securities of foreign issuers which are either listed on a United States stock exchange or represented by American Depositary Receipts. 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. For certain foreign countries, political, or social instability or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy. RISKS OF ACTIVE MANAGEMENT. Each fund is actively managed and its performance therefore will reflect in part the advisor's ability to make investment decisions which are suited to achieving the fund's investment objectives. Due to their active management, the funds could underperform other mutual funds with similar investment objectives. RISKS OF SECURITIES LENDING. 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. To reduce these risks, the funds enter into loan arrangements only with institutions which the funds' advisor has determined are creditworthy under guidelines established by the funds' board of directors. RISKS OF DERIVATIVE INSTRUMENTS. The use of derivative instruments exposes a 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 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, particularly, in the case of privately negotiated instruments, 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. 18 PROSPECTUS - First American Sector Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS The table below presents performance information about the Class S shares of each fund. This information is intended to help you understand the fund's financial performance for the past five years or, if shorter, the period of the fund's operations. Some of this information reflects financial results for a single fund share. Total returns in the table 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 financial highlights for the Science & Technology Fund as set forth herein include the historical financial highlights of the Firstar Science & Technology Fund. The assets of the Firstar Fund were acquired by the First American Science & Technology Fund on September 24, 2001. In connection with such acquisition, Class Y shares of the Firstar Science & Technology Fund were exchanged for Class S shares of the First American Science & Technology Fund. The information for the fiscal period ended September 30, 2001, has been derived from the financial statements audited by Ernst & Young LLP, independent auditors, whose report, along with the funds' financial statements, is included in the funds' annual report, which is available upon request. HEALTH SCIENCES FUND Fiscal period ended September 30, 2001(1),(2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 9.06 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) 0.78 ------ Total From Investment Operations 0.78 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $ 9.84 ====== Total Return(3) 8.61% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income (Loss) to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 103% - -------------------------------------------------------------------------------------------------- (1)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. 19 PROSPECTUS - First American Sector Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED REAL ESTATE SECURITIES FUND Fiscal period ended September 30, 2001(1),(2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $12.52 ------ Investment Operations: Net Investment Income (Loss) 0.11 Net Gains (Losses) on Investments (both realized and unrealized) 0.49 ------ Total From Investment Operations 0.60 ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $13.12 ====== Total Return(3) 4.87% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ 320 Ratio of Expenses to Average Net Assets 0.56% Ratio of Net Income (Loss) to Average Net Assets 43.93% Ratio of Expenses to Average Net Assets (excluding waivers) 1.01% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 43.48% Portfolio Turnover Rate 85% - -------------------------------------------------------------------------------------------------- (1)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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. SCIENCE & TECHNOLOGY FUND Fiscal period ended September 30, 2001(1),(2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $17.69 ------ Investment Operations: Net Investment Income (Loss) (0.07) Net Gains (Losses) on Investments (both realized and unrealized) (12.92) ------ Total From Investment Operations (12.99) ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $ 4.70 ====== Total Return(3) (73.43)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $1,858 Ratio of Expenses to Average Net Assets 1.56% Ratio of Net Income (Loss) to Average Net Assets (1.19)% Ratio of Expenses to Average Net Assets (excluding waivers) 1.90% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) (1.53)% Portfolio Turnover Rate 146% - -------------------------------------------------------------------------------------------------- (1)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (2)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. 20 PROSPECTUS - First American Sector Funds Class S Shares Additional Information FINANCIAL HIGHLIGHTS CONTINUED TECHNOLOGY FUND Fiscal period ended September 30, 2001(1),(2) - -------------------------------------------------------------------------------------------------- PER SHARE DATA Net Asset Value, Beginning of Period $ 6.95 ------ Investment Operations: Net Investment Income (Loss) -- Net Gains (Losses) on Investments (both realized and unrealized) (0.59) ------ Total From Investment Operations (0.59) ------ Less Distributions: Dividends (from net investment income) -- Distributions (from capital gains) -- ------ Total Distributions -- ------ Net Asset Value, End of Period $ 6.36 ====== Total Return(3) (8.49)% RATIOS/SUPPLEMENTAL DATA Net Assets, End of Period (000) $ -- Ratio of Expenses to Average Net Assets 0.00% Ratio of Net Income (Loss) to Average Net Assets 0.00% Ratio of Expenses to Average Net Assets (excluding waivers) 0.00% Ratio of Net Income (Loss) to Average Net Assets (excluding waivers) 0.00% Portfolio Turnover Rate 269% - -------------------------------------------------------------------------------------------------- (1)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (2)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 Sector Funds Class S Shares - -------------------------------------------------------------------------------- FOR MORE INFORMATION More information about the funds is available in the funds' Statement of Additional Information and annual and semiannual reports. - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI provides more details about the funds and their policies. A current SAI is on file with the Securities and Exchange Commission (SEC) and is incorporated into this prospectus by reference (which means that it is legally considered part of this prospectus). - -------------------------------------------------------------------------------- ANNUAL AND SEMIANNUAL REPORTS Additional information about the 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. You can obtain a free copy of the funds' SAI and/or free copies of the funds' most recent annual or semiannual reports by calling Investor Services at 800 677-FUND. The material you request will be sent by first-class mail or other means designed to ensure equally prompt delivery, within three business days of receipt of the request. You can also obtain copies of this information, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102. For more information, call 1-202-942-8090. Information about the funds is also available on the Internet. Text-only versions of fund documents can be viewed online or downloaded from the EDGAR Database on the SEC's Internet site at http://www.sec.gov. FIRST AMERICAN FUNDS P.O. Box 1330, Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, which is located in Milwaukee, WI 53202, and is an affiliate of the investment advisor. PROSECTS 1/02 SEC file number: 811-05309 [LOGO] FIRST AMERICAN FUNDS(TM) FIRST AMERICAN INVESTMENT FUNDS, INC. First American Large Cap Growth Funds Supplement Dated February 20, 2002,* To Prospectus Dated January 28, 2002 THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 800-677-FUND. FOR CAPITAL GROWTH FUND, CLASS S AND CLASS Y SHARE PROSPECTUSES: The following replaces the text under "Objective:" Capital Growth Fund's objective is to maximize long-term after-tax returns. Effective April 1, 2002, Capital Growth Fund's objective is to maximize long-term returns. FOR RELATIVE VALUE FUND, CLASS S SHARE PROSPECTUS: The following replaces the text under "Objective:" Relative Value Fund's objective is to maximize after-tax return from capital appreciation plus income. Effective April 1, 2002, Relative Value Fund's objective is to maximize total return from capital appreciation plus income. FOR RELATIVE VALUE FUND, CLASS A, CLASS B, CLASS C AND CLASS Y SHARE PROSPECTUSES: The following paragraph replaces the first three paragraphs under "Main Investment Strategies:" Under normal market conditions, the fund invests primarily (at least 80% of its net assets, plus the amount of any borrowings for investment purposes) in common stocks of companies that cover a broad range of industries and that have market capitalizations of at least $5 billion at the time of purchase. In selecting stocks, the fund's advisor invests in securities that it believes: o are undervalued relative to other securities in the same industry or market. o exhibit good or improving fundamentals. o exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one or two years. * Valid until next prospectus update. - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - -------------------------------------------------------------------------------- U.S. BANCORP ASSET MANAGEMENT, INC. SERVES AS INVESTMENT ADVISOR TO THE FIRST AMERICAN FUNDS. FIRST AMERICAN FUNDS ARE DISTRIBUTED BY QUASAR DISTRIBUTORS, LLC, AN AFFILIATE OF THE INVESTMENT ADVISOR. FOR A PROSPECTUS CONTAINING COMPLETE INFORMATION ON ANY OF THE FIRST AMERICAN FUNDS, INCLUDING INVESTMENT POLICIES, FEES, AND EXPENSES, PLEASE CONTACT YOUR INVESTMENT PROFESSIONAL, CALL FIRST AMERICAN FUNDS INVESTOR SERVICES AT 800-677-FUND, OR VISIT US ON THE WEB AT firstamericanfunds.com. PLEASE READ THE PROSPECTUSES CAREFULLY BEFORE YOU INVEST OR SEND MONEY. FAIF -LC FIRST AMERICAN INVESTMENT FUNDS, INC. First American Sector Funds Supplement Dated February 20, 2002,* To Prospectus Dated January 28, 2002 THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 800-677-FUND. ------------------------------ FOR TECHNOLOGY FUND, CLASS A, CLASS B, CLASS C, CLASS S AND CLASS Y SHARE PROSPECTUSES: The following replaces the paragraph under "Main Risks" relating to "Risks of Development Stage and Small-Cap Stocks": RISKS OF DEVELOPMENT STAGE AND SMALL-CAP AND MID-CAP STOCKS Stocks of development stage and small-capitalization companies involve substantial risk. These stocks have experienced greater price volatility than stocks of more established and larger-capitalization companies, and they may be expected to do so in the future. While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk and their prices may be subject to more abrupt or erratic movements than those of larger, more established companies or the market averages in general. * Valid until next prospectus update. - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - -------------------------------------------------------------------------------- U.S. BANCORP ASSET MANAGEMENT, INC. SERVES AS INVESTMENT ADVISOR TO THE FIRST AMERICAN FUNDS. FIRST AMERICAN FUNDS ARE DISTRIBUTED BY QUASAR DISTRIBUTORS, LLC, AN AFFILIATE OF THE INVESTMENT ADVISOR. FOR A PROSPECTUS CONTAINING COMPLETE INFORMATION ON ANY OF THE FIRST AMERICAN FUNDS, INCLUDING INVESTMENT POLICIES, FEES, AND EXPENSES, PLEASE CONTACT YOUR INVESTMENT PROFESSIONAL, CALL FIRST AMERICAN FUNDS INVESTOR SERVICES AT 800-677-FUND, OR VISIT US ON THE WEB AT firstamericanfunds.com. PLEASE READ THE PROSPECTUSES CAREFULLY BEFORE YOU INVEST OR SEND MONEY. SECT STK 02 FIRST AMERICAN INVESTMENT FUNDS, INC. CAPITAL GROWTH FUND GROWTH & INCOME FUND RELATIVE VALUE FUND Supplement Dated February 22, 2002, To Prospectus Dated January 28, 2002 THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 800-677-FUND. ------------------------------- Effective February 22, 2002, Capital Growth Fund, Growth & Income Fund and Relative Value Fund will be closed to new investors. If you have questions, please contact your investment professional, or you may call First American Funds Investor Services at 800-677-FUND. - ---------------------- -------------------------------- ------------------------ NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - ---------------------- -------------------------------- ------------------------ U.S. Bancorp Asset Management, Inc. serves as investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, an affiliate of the investment advisor. LG CP STICK FIRST AMERICAN INVESTMENT FUNDS, INC. SCIENCE & TECHNOLOGY FUND Supplement Dated February 22, 2002, To Prospectus Dated January 28, 2002 THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 800-677-FUND. --------------------------------- Effective February 22, 2002, Science & Technology Fund will be closed to new investors. If you have questions, please contact your investment professional, or you may call First American Funds Investor Services at 800-677-FUND. - ------------------------- ------------------------------ ----------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - ------------------------- ------------------------------ ----------------------- U.S. Bancorp Asset Management, Inc. serves as investment advisor to the First American Funds. First American Funds are distributed by Quasar Distributors, LLC, an affiliate of the investment advisor. SECT STICK FIRST AMERICAN INVESTMENT FUNDS, INC. Class A, Class B and Class C Shares Supplement dated February 28, 2002 to the Prospectus dated January 28, 2002 THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 1-800-637-2548 ------------------------- Effective February 28, 2002, the Fees and Expenses section of the First American Investment Funds, Inc. Prospectus relating to Science and Technology Fund and Technology Fund will be amended as follows. The following disclosures relating to Fees and Expense will replace the disclosures found in the funds' current prospectus. SCIENCE & TECHNOLOGY FUND FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you by, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------- ----------- ---------- --------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - ----------------------------------------------------------------------- ----------- ---------- --------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES (AS A PERCENTAGE OF OFFERING PRICE) 5.50%(1) 0.00% 1.00% MAXIMUM DEFERRED SALES CHARGE (LOAD) (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) 0.00%(2) 5.00% 1.00% ANNUAL MAINTENANCE FEE(3) ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 $25 $25 $25 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------- ----------- ---------- --------- Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.71% 0.71% 0.71% Total Annual Fund Operating Expenses 1.66% 2.41% 2.41% Waiver of Fund Expenses(2) (0.43)% (0.43)% (0.43)% NET EXPENSES(5) 1.23% 1.98% 1.98% - ----------------------------------------------------------------------- ----------- ---------- --------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares-- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund' most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%, 1.98% and 1.98%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - -------------------------------------------------------------------------------- FAIF-ABC TECHNOLOGY FUND FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you by, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - ----------------------------------------------------------------------- ----------- ---------- --------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C - ----------------------------------------------------------------------- ----------- ---------- --------- MAXIMUM SALES CHARGE (LOAD) 5.50% 5.00% 2.00% MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES (AS A PERCENTAGE OF OFFERING PRICE) 5.50%(1) 0.00% 1.00% MAXIMUM DEFERRED SALES CHARGE (LOAD) (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) 0.00%(2) 5.00% 1.00% ANNUAL MAINTENANCE FEE(3) ONLY CHARGED TO ACCOUNTS WITH BALANCES BELOW $500 $25 $25 $25 ANNUAL FUND OPERATING EXPENSES(4) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ----------------------------------------------------------------------- ----------- ---------- --------- Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees 0.25% 1.00% 1.00% Other Expenses 0.63% 0.63% 0.63% Total Annual Fund Operating Expenses 1.58% 2.33% 2.33% Waiver of Fund Expenses(2) (0.35)% (0.35)% (0.35)% NET EXPENSES(5) 1.23% 1.98% 1.98% - ----------------------------------------------------------------------- ----------- ---------- --------- (1)Certain investors may qualify for reduced sales charges. See "Buying Shares-- Calculating Your Share Price." (2)Class A share investments of $1 million or more on which no front-end sales charge is paid may be subject to a contingent deferred sales charge. See "Buying Shares -- Calculating Your Share Price." (3)The fund reserves the right to charge your account an annual maintenance fee of $25 if your balance falls below $500 as a result of selling or exchanging shares. See "Policies & Services -- Selling Shares, Accounts with Low Balances." (4)Annual Fund Operating Expenses are based on the fund' most recently completed fiscal year, restated to reflect current fees. (5)Certain service providers have contractually agreed to waive fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%, 1.98% and 1.98%, respectively, for Class A, Class B and Class C shares. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. FIRST AMERICAN FUNDS P.O. Box 1330 Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment adviser to the First American Funds First American Funds are distributed by Quasar Distributors, LLC which is located in Milwaukee, WI 53202 and is an affiliate of the investment advisor. SEC file number: 811-05309 FIRST AMERICAN INVESTMENT FUNDS, INC. Class S Shares Supplement dated February 28, 2002 to the Prospectus dated January 28, 2002 THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 1-800-637-2548 --------------------- Effective February 28, 2002, the Fees and Expenses section of the First American Investment Funds, Inc. Prospectus relating to Science and Technology Fund and Technology Fund will be amended as follows. The following disclosures relating to Fees and Expense will replace the disclosures found in the funds' current prospectus. SCIENCE & TECHNOLOGY FUND FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - -------------------------------------------------------------------------------------- ------------ SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------------- ------------ MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------------- ------------ Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.71% Total Annual Fund Operating Expenses 1.66% Waiver of Fund Expenses(2) (0.43)% NET EXPENSES(2) 1.23% - -------------------------------------------------------------------------------------- ------------ (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waiver fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - -------------------------------------------------------------------------------- FAIF-S TECHNOLOGY FUND FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - -------------------------------------------------------------------------------------- ------------ SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------------- ------------ MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------------- ------------ Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses Shareholder Servicing Fee 0.25% Miscellaneous 0.63% Total Annual Fund Operating Expenses 1.58% Waiver of Fund Expenses(2) (0.35)% NET EXPENSES(2) 1.23% - -------------------------------------------------------------------------------------- ------------ (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waiver fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 1.23%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. FIRST AMERICAN FUNDS P.O. Box 1330 Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment adviser to the First American Funds First American Funds are distributed by Quasar Distributors, LLC which is located in Milwaukee, WI 53202 and is an affiliate of the investment advisor. SEC file number: 811-05309 FIRST AMERICAN INVESTMENT FUNDS, INC. Class Y Shares Supplement dated February 28, 2002 to the Prospectus dated January 28, 2002 ------------------------- THIS INFORMATION SUPPLEMENTS THE PROSPECTUS DATED JANUARY 28, 2002. THIS SUPPLEMENT AND THE PROSPECTUS CONSTITUTE A CURRENT PROSPECTUS. TO REQUEST A COPY OF THE PROSPECTUS, PLEASE CALL 1-800-637-2548 Effective February 28, 2002, the Fees and Expenses section of the First American Investment Funds, Inc. Prospectus relating to Science and Technology Fund and Technology Fund will be amended as follows. The following disclosures relating to Fees and Expense will replace the disclosures found in the funds' current prospectus. SCIENCE & TECHNOLOGY FUND FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you by, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - -------------------------------------------------------------------------------------- ------------ SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------------- ------------ MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------------- ------------ Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses 0.71% Total Annual Fund Operating Expenses 1.41% Waiver of Fund Expenses(2) (0.43)% NET EXPENSES(2) 0.98% - -------------------------------------------------------------------------------------- ------------ (1)Annual Fund Operating Expenses are based on the funds' most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waiver fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.98%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - -------------------------------------------------------------------------------- FAIF-Y TECHNOLOGY FUND FEES AND EXPENSES The fund does not impose any sales charges (loads) or other fees when you buy, sell or exchange shares. However, when you hold shares of the fund you indirectly pay a portion of the fund's operating expenses. These expenses are deducted from fund assets. - -------------------------------------------------------------------------------------- ------------ SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) - -------------------------------------------------------------------------------------- ------------ MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES NONE (AS A PERCENTAGE OF OFFERING PRICE) MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE (AS A PERCENTAGE OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS, WHICHEVER IS LESS) ANNUAL FUND OPERATING EXPENSES(1) (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------------------------- Management Fees 0.70% Distribution and Service (12b-1) Fees None Other Expenses 0.63% Total Annual Fund Operating Expenses 1.33% Waiver of Fund Expenses(2) (0.35)% NET EXPENSES(2) 0.98% - -------------------------------------------------------------------------------------- ------------ (1)Annual Fund Operating Expenses are based on the fund's most recently completed fiscal year, restated to reflect current fees. (2)Certain service providers have contractually agreed to waiver fees and reimburse other fund expenses until September 30, 2002, so that Net Expenses do not exceed 0.98%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2002 at the discretion of the service providers. FIRST AMERICAN FUNDS P.O. Box 1330 Minneapolis, MN 55440-1330 U.S. Bancorp Asset Management, Inc., serves as the investment adviser to the First American Funds First American Funds are distributed by Quasar Distributors, LLC which is located in Milwaukee, WI 53202 and is an affiliate of the investment advisor. SEC file number: 811-05309 FIRST AMERICAN INVESTMENT FUNDS, INC. STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 28, 2002 BALANCED FUND SCIENCE & TECHNOLOGY FUND CAPITAL GROWTH FUND TECHNOLOGY FUND EQUITY INCOME FUND BOND IMMDEX FUND GROWTH & INCOME FUND CORPORATE BOND FUND LARGE CAP CORE FUND FIXED INCOME FUND LARGE CAP GROWTH FUND INTERMEDIATE TERM BOND FUND LARGE CAP VALUE FUND SHORT TERM BOND FUND RELATIVE VALUE FUND STRATEGIC INCOME FUND EQUITY INDEX FUND U.S. GOVERNMENT SECURITIES FUND MID CAP INDEX FUND ARIZONA TAX FREE FUND SMALL CAP INDEX FUND CALIFORNIA INTERMEDIATE TAX FREE FUND MICRO CAP FUND CALIFORNIA TAX FREE FUND MID CAP CORE FUND COLORADO INTERMEDIATE TAX FREE FUND MID CAP GROWTH FUND COLORADO TAX FREE FUND MID CAP VALUE FUND INTERMEDIATE TAX FREE FUND SMALL CAP CORE FUND MINNESOTA INTERMEDIATE TAX FREE FUND SMALL CAP GROWTH FUND MINNESOTA TAX FREE FUND SMALL CAP VALUE FUND MISSOURI TAX FREE FUND EMERGING MARKETS FUND NEBRASKA TAX FREE FUND INTERNATIONAL FUND OREGON INTERMEDIATE TAX FREE FUND REAL ESTATE SECURITIES FUND TAX FREE FUND HEALTH SCIENCES FUND HIGH YIELD BOND FUND This Statement of Additional Information relates to the Class A, Class B, Class C, Class S 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 Funds' current Prospectuses dated January 28, 2002. The financial statements included as part of the Funds' Annual Report to shareholders for the fiscal year ended September 30, 2001 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 Prospectuses or the Funds' Annual Report(s) 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. TABLE OF CONTENTS PAGE ---- GENERAL INFORMATION..................................................................................................1 ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS...................................................................2 Short-Term Investments......................................................................................2 U.S. Government Securities..................................................................................3 Repurchase Agreements.......................................................................................3 When-Issued and Delayed Delivery Transactions...............................................................4 Lending of Portfolio Securities.............................................................................4 Options Transactions........................................................................................5 Futures and Options on Futures..............................................................................7 Fixed Income Securities-- Equity Funds......................................................................7 Foreign Securities..........................................................................................8 Foreign Currency Transactions..............................................................................10 Mortgage-Backed Securities.................................................................................11 Real Estate Investment Trust ("REIT") Securities...........................................................14 Asset-Backed Securities....................................................................................14 Municipal Bonds and Other Municipal Obligations............................................................15 Temporary Taxable Investments..............................................................................16 Inverse Floating Rate Municipal Obligations................................................................16 Zero Coupon Securities.....................................................................................16 Adjustable Rate Mortgage Securities........................................................................17 Interest Rate Transactions.................................................................................17 Guaranteed Investment Contracts............................................................................17 Debt Obligations - Rated Less Than Investment Grade........................................................17 Debt Obligations-- Strategic Income Fund...................................................................18 Floating Rate Debt Obligations.............................................................................18 Fixed Rate Corporate Debt Obligations......................................................................18 Payment-In-Kind Debentures and Delayed Interest Securities.................................................19 Preferred Stock............................................................................................19 Participation Interests....................................................................................19 Closed-End Investment Companies............................................................................19 U.S. Treasury Inflation-Protection Securities..............................................................20 Special Factors Affecting Arizona Tax Free Fund............................................................20 Special Factors Affecting California Intermediate Tax Free Fund and California Tax Free Fund...............21 Special Factors Affecting Colorado Intermediate Tax Free Fund and Colorado Tax Free Fund...................25 Special Factors Affecting Minnesota Intermediate Tax Free Fund and Minnesota Tax Free Fund.................26 Special Factors Affecting Missouri Tax Free Fund...........................................................27 Special Factors Affecting Nebraska Tax Free Fund...........................................................29 Special Factors Affecting Oregon Intermediate Tax Free Fund................................................30 CFTC Information...........................................................................................34 INVESTMENT RESTRICTIONS.............................................................................................35 FUND NAMES..........................................................................................................36 PORTFOLIO TURNOVER..................................................................................................36 DIRECTORS AND EXECUTIVE OFFICERS....................................................................................37 Directors..................................................................................................37 Executive Officers.........................................................................................38 Compensation...............................................................................................39 i CODE OF ETHICS......................................................................................................40 INVESTMENT ADVISORY AND OTHER SERVICES FOR THE FUNDS................................................................40 Investment Advisor.........................................................................................40 Sub-Advisors for Emerging Markets Fund, International Fund and Strategic Income Fund...............................................................44 Administrator..............................................................................................46 Distributor................................................................................................48 Custodian and Auditors.....................................................................................55 PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE..................................................................57 CAPITAL STOCK.......................................................................................................60 NET ASSET VALUE AND PUBLIC OFFERING PRICE..........................................................................109 FUND PERFORMANCE...................................................................................................115 TAXATION...........................................................................................................128 REDUCING SALES CHARGES.............................................................................................130 Class A Sales Charge......................................................................................130 Sales of Class A Shares and Class C Shares at Net Asset Value.............................................130 ADDITIONAL INFORMATION ABOUT SELLING SHARES........................................................................131 By Telephone..............................................................................................131 By Mail...................................................................................................132 Redemptions Before Purchase Instruments Clear.............................................................132 RATINGS............................................................................................................133 FINANCIAL STATEMENTS...............................................................................................136 ii GENERAL INFORMATION First American Investment Funds, Inc. ("FAIF") was incorporated in the State of Maryland on August 20, 1987 under the name "SECURAL Mutual Funds, Inc." The Board of Directors and shareholders, at meetings held January 10, 1991, and April 2, 1991, respectively, approved amendments to the Articles of Incorporation providing that the name "SECURAL Mutual Funds, Inc." be changed to "First American Investment Funds, Inc." FAIF is organized as a series fund and currently issues its shares in 44 series. Each series of shares represents a separate investment portfolio with its own investment objective 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 as the "Funds." For purposes of this Statement of Additional Information, "Equity Funds" shall constitute Balanced Fund, Equity Income Fund, Equity Index Fund, Large Cap Growth Fund, Large Cap Value Fund, Mid Cap Growth Fund, Mid Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Emerging Markets Fund, International Fund, Health Sciences Fund, Real Estate Securities Fund, Technology Fund, Mid Cap Index Fund, Small Cap Index Fund, Science & Technology Fund, Micro Cap Fund, Small Cap Core Fund, Mid Cap Core Fund, Capital Growth Fund, Relative Value Fund, Large Cap Core Fund and Growth & Income Fund. "Bond Funds" shall constitute Corporate Bond Fund, Fixed Income Fund, Intermediate Term Bond Fund, Short Term Bond Fund, Strategic Income Fund, Bond IMMDEX Fund, High Yield Bond Fund and U.S. Government Securities Fund. "Tax Free Funds" shall constitute Arizona Tax Free Fund, California Intermediate Tax Free Fund, California Tax Free Fund, Colorado Intermediate Tax Free Fund, Colorado Tax Free Fund, Intermediate Tax Free Fund, Tax Free Fund, Minnesota Intermediate Tax Free Fund, Minnesota Tax Free Fund, Oregon Intermediate Tax Free Fund, Nebraska Tax Free Fund and Missouri Tax Free Fund. Each of the Funds are open-end management investment companies and, except for the Tax Free Funds (other than Tax Free Fund and Intermediate Tax Free Fund), Health Sciences Fund, Real Estate Securities Fund, Technology Fund and Science & Technology Fund, are diversified investment companies. The Tax Free Funds (other than Tax Free Fund and Intermediate Tax Free Fund), Health Sciences Fund, Real Estate Securities Fund, Technology Fund and Science & Technology Fund are non-diversified investment companies. Shareholders may purchase shares of each Fund through five separate classes, Class A, Class B (except for the Tax Free Funds and certain Bond Funds), Class C (except certain Bond Funds and certain Tax Free Funds), Class S (except for the Tax Free Funds) and Class Y, which provide for variations in distribution costs, shareholder servicing fees, voting rights and dividends. To the extent permitted by the 1940 Act, the Funds may also provide for variations in other costs among the classes although they have no present intention to do so. In addition, a sales load is imposed on the sale of Class A, Class B and Class C Shares of the Funds. Except for differences among the classes pertaining to distribution costs and shareholder servicing 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 all investment advisory contracts and amendments thereto, and for all amendments to Rule 12b-1 distribution plans. This Statement of Additional Information may also refer to affiliated investment companies, including: First American Funds, Inc. ("FAF"); First American Strategy Funds, Inc. ("FASF"); First American Insurance Portfolios, Inc. ("FAIP"); and eleven separate closed-end funds (American Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc. II, American Strategic Income Portfolio Inc. III, American Municipal Income Portfolio Inc., Minnesota Municipal Income Portfolio Inc., American Select Portfolio Inc., American Municipal Term Trust Inc. II, American Municipal Term Trust Inc. III, Minnesota Municipal Term Trust Inc., Minnesota Municipal Term Trust Inc. II, and American Income Fund, Inc.), collectively referred to as the First American Closed-End Funds ("FACEF"). 1 ADDITIONAL INFORMATION CONCERNING FUND INVESTMENTS The main investment strategies of each Fund are set forth in each Fund's Prospectus. Additional information concerning main investment strategies of the Funds, and other investment strategies which 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. However, in the absence of an affirmative limitation, a Fund may utilize any strategy or technique that is consistent with its investment objective. The Funds do not anticipate that any such strategy or technique would exceed 5% of a Fund's assets absent specific identification of that practice. 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 section or in "Investment Restrictions" below is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing. A Fund which is limited to investing in securities with specified ratings or of a certain credit quality is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but the Fund may consider doing so. However, in no event will more than 5% of any Fund's net assets (other than Corporate Bond Fund, Strategic Income Fund and, to the extent they can invest in convertible debt securities, Equity Income Fund and Growth & Income Fund) be invested in non-investment grade securities. Descriptions of the rating categories of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc. are contained in "Ratings" below. SHORT-TERM INVESTMENTS Most of the Funds can invest in a variety of short-term instruments such as rated commercial paper and variable amount master demand notes; United States dollar-denominated time and savings deposits (including certificates of deposit); bankers' acceptances; obligations of the United States Government or its agencies or instrumentalities; repurchase agreements collateralized by eligible investments of a Fund; securities of other mutual funds that invest primarily in debt obligations with remaining maturities of 13 months or less (which investments also are subject to the advisory fee); and other similar high-quality short-term United States dollar-denominated obligations. The other mutual funds in which the Funds may so invest include money market funds advised by U.S. Bancorp Asset Management, Inc., the Funds' investment advisor ("U.S. Bancorp Asset Management" or the "Advisor"), subject to certain restrictions contained in an exemptive order issued by the Securities and Exchange Commission ("SEC") with respect thereto. Tax Free Funds, Bond Funds and the Balanced Fund may also invest in Eurodollar Certificates of Deposit issued by foreign branches of United States or foreign banks; Eurodollar Time Deposits, which are United States dollar-denominated deposits in foreign branches of United States or foreign banks; and Yankee Certificates of Deposit, which are United States dollar-denominated certificates of deposit issued by United States branches of foreign banks and held in the United States. In each instance, 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 Securities and Exchange Commission 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 Prospectuses, the Funds may purchase commercial paper (including the Tax Free Funds, which may purchase tax-exempt commercial paper) consisting of issues rated at the time of purchase within the two highest rating categories by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. ("Standard & Poor's") or Moody's Investors Service, Inc. ("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 and Moody's, see "Ratings." 2 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 or the applicable Funds' investment sub-advisor will consider the earning power, cash flow and other liquidity ratios of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand. VARIABLE RATE DEMAND OBLIGATIONS. Variable rate demand obligations ("VRDO") are securities in which the interest rate is adjusted at pre-designated periodic intervals. VRDOs may include a demand feature which is a put that entitles the holder to receive the principal amount of the underlying security or securities and which may be exercised either at any time on no more than 30 days' notice or at specified intervals not exceeding 397 calendar days on no more than 30 days' notice. U.S. GOVERNMENT SECURITIES The U.S. government securities in which the 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: o direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds; o 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; o notes, bonds, and discount notes of U.S. government agencies or instrumentalities which receive or have access to federal funding; and o 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 "-- Mortgage-Backed Securities" below for a description of these securities and the Funds that may invest in such securities. REPURCHASE AGREEMENTS The Funds may 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 entering into the repurchase agreement) will at all times be maintained in an amount 3 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 or, in the case of Emerging Markets Fund and International Fund, such Fund's investment sub-advisor, will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. In the case of Strategic Income Fund, the Advisor and the Fund's investment sub-advisor will monitor the creditworthiness of the firms with which the Fund enters 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). WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS Each of the Funds (excluding Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund) may purchase securities on a when-issued or delayed delivery basis. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a later date. 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 maintain in a segregated account cash or liquid high-grade securities in an amount sufficient to meet its purchase commitments. The purchase of securities on a when-issued or delayed delivery basis exposes 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. In connection with their ability to purchase securities on a when-issued or delayed delivery basis, Balanced Fund (with respect to its fixed income assets) and the Bond Funds may enter into mortgage "dollar rolls" in which a 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, a 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 hold and maintain in a segregated account until the settlement date cash or liquid securities in an amount equal to the forward purchase price. When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, the Fund's custodian will maintain in a segregated account cash or liquid securities in an amount sufficient to meet the Fund's purchase 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 in the manner described above, its liquidity and the ability of the Advisor or a Fund's investment sub-advisor, if any, to manage it might be affected in the event its commitments to purchase when-issued or delayed delivery securities ever exceeded 25% of the value of its total assets. Under normal market conditions, however, a Fund's commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, 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 4 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 loan arrangements with broker-dealers, banks, or other institutions which the Advisor or, in the case of Emerging Markets Fund, International Fund or Strategic Income Fund, such Fund's sub-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. The Advisor may act as securities lending agent for the Funds and receive separate compensation for such services, subject to compliance with conditions contained in an SEC exemptive order permitting the Advisor to provide such services and receive such compensation. The Advisor currently receives fees equal to 40% of the Funds' income from securities lending transactions. In these loan arrangements, the Funds will receive collateral in the form of cash, United States government securities or other high-grade debt obligations equal to at least 100% of the value of the securities loaned. This collateral must be valued daily by the Advisor or the applicable Fund's sub-advisor 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. OPTIONS TRANSACTIONS To the extent set forth below, the Funds may purchase put and call options on equity securities, stock indices, interest rate indices and/or foreign currencies on securities that they own or have the right to acquire. These transactions will be undertaken for the purpose of reducing risk to the Funds; that is, for "hedging" purposes. Options on futures contracts are discussed below under "-- Futures and Options on Futures." OPTIONS ON SECURITIES. The Equity Funds (other than Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund), Tax Free Funds, Strategic Income Fund and High Yield Bond Fund may purchase put and call options on securities they own or have 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 INDICES. The Equity Funds (other than Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund), Strategic Income Fund, High Yield Bond Fund and Corporate Bond Fund may purchase put and call options on stock indices. Options on stock indices are similar to options on individual stocks except that, rather than the right to take or make delivery of stock at a specified price, an option on a stock index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the stock index upon which the option is based is greater than, in the case of a call, or lesser 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, in return for the premium received, to make delivery of this amount. Unlike stock options, all settlements for stock index options are in cash, and gain or loss depends on price movements in the stock market generally (or in a particular industry or segment of the market) rather than price movements in individual stocks. The multiplier for an index option performs a function similar to the unit of trading for a stock option. It determines the total dollar value per contract of each point in the 5 difference between the underlying stock index. A multiplier of 100 means that a one-point difference will yield $100. Options on different stock indices may have different multipliers. OPTIONS ON INTEREST RATE INDICES. The Bond Funds and Tax Free Funds may purchase put and call options on interest rate indices. An option on an interest rate index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the interest rate index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the "multiplier"). The writer of the option is obligated, for the premium received, to make delivery of this amount. Unlike interest rate futures options contracts, settlements for interest rate index options are always in cash. Gain or loss depends on interest rate movements with respect to specific financial instruments. As with stock index options, the multiplier for interest rate index options determines the total dollar value per contract of each point in the difference between the exercise price of an option and the current value of the underlying interest rate index. Options on different interest rate indices may have different multipliers. WRITING OF CALL OPTIONS. The Equity Funds (other than Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund), High Yield Bond Fund and Strategic Income Fund may write (sell) covered call options. These transactions would be undertaken principally to produce additional income. Depending on the Fund, these transactions may include the writing of covered call options on equity securities or (only in the case of Emerging Markets Fund, International Fund and Strategic Income Fund) on foreign currencies. The Equity Funds (other than Emerging Markets Fund and International Fund) may write (sell) covered call options covering up to 25% of the equity securities owned by such Funds, and, in the case of Emerging Markets Fund and International Fund, covering up to 50% of the equity securities owned by such Funds. Strategic Income Fund may write (sell) covered call options on equity securities covering up to 25% of its net assets. When a Fund sells a covered call option, it is paid a premium by the purchaser. If the market price of the security covered by the option does not increase above the exercise price before the option expires, the option generally will expire without being exercised, and the Fund will retain both the premium paid for the option and the security. If the market price of the security covered by the option does increase above the exercise price before the option expires, however, the option is likely to be exercised by the purchaser. In that case the Fund will be required to sell the security at the exercise price, and it will not realize the benefit of increases in the market price of the security above the exercise price of the option. These Funds may also write call options on stock indices the movements of which generally correlate with those of the respective Funds' portfolio holdings. These transactions, which would be undertaken principally to produce additional income, entail the risk of an imperfect correlation between movements of the index covered by the option and movements in the price of the Fund's portfolio securities. The writer (seller) of a call option has no control over when the underlying securities must be sold; the writer may be assigned an exercise notice at any time prior to the termination of the option. If a call option is exercised, the writer experiences a profit or loss from the sale of the underlying security. The writer of a call option that wishes to terminate its obligation may effect a "closing purchase transaction." This is accomplished by buying an option on the same security as the option previously written. If a Fund was unable to effect a closing purchase transaction in a secondary market, it would not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise. LIMITATIONS. None of the Funds other than Mid Cap Growth Fund, Emerging Markets Fund and International 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. The use of purchased put and call options involves certain risks. These include the risk of an imperfect correlation between market prices of securities held by a Fund and the prices of options, and the risk of limited liquidity in the event that a Fund seeks to close out an options position before expiration by entering into an offsetting transaction. 6 FUTURES AND OPTIONS ON FUTURES The Funds may engage in futures transactions and options on futures, including stock and interest rate index futures contracts and options thereon. A futures contract on a security obligates one party to purchase, and the other to sell, a specified security at a specified price on a date certain in the future. A futures contract on an index obligates the seller to deliver, and entitles the purchaser to receive, an amount of cash equal to a specific dollar amount times the difference between the value of the index at the expiration date of the contract and the index value specified in the contract. The acquisition of put and call options on futures contracts will, respectively, give a Fund the right (but not the obligation), for a specified exercise price, to sell or to purchase the underlying futures contract at any time during the option period. At the same time a futures contract is purchased or sold, a Fund generally must allocate cash or securities as a deposit payment ("initial deposit"). It is expected that the initial deposit would be approximately 1-1/2% to 5% of a contract's face value. Daily thereafter, the futures contract is valued and the payment of "variation margin" may be required, since each day the Fund would provide or receive cash that reflects any decline or increase in the contract's value. Futures transactions also involve brokerage costs and require a Fund to segregate liquid assets, such as cash, United States Government securities or other liquid high grade debt obligations equal to at least 100% of its performance under such contracts. A Fund may use futures contracts and options on futures in an effort to hedge against market risks and, in the case of Emerging Markets Fund and International Fund, as part of its management of foreign currency transactions. In addition, Equity Index Fund, Mid Cap Index Fund and Small Cap Index Fund may use stock index futures and options on futures to maintain sufficient liquidity to meet redemption requests and increase the level of Fund assets devoted to replicating the composition of , respectively, the S&P 500 Composite Index, the S&P MidCap 400 Index or the Russell 2000 Index . Aggregate initial margin deposits for futures contracts, and premiums paid for related options, may not exceed 5% of a Fund's total assets, and the value of securities that are the subject of such futures and options (both for receipt and delivery) may not exceed 1/3 of the market value of a Fund's total assets. Futures transactions will be limited to the extent necessary to maintain each Fund's qualification as a regulated investment company under the Code. Where a Fund is permitted to purchase options on futures, its potential loss is limited to the amount of the premiums paid for the options. As stated above, this amount may not exceed 5% of a Fund's total assets. Where a Fund is permitted to enter into futures contracts obligating it to purchase securities, currency or an index in the future at a specified price, such Fund could lose 100% of its net assets in connection therewith if it engaged extensively in such transactions and if the market value or index value of the subject securities, currency or index at the delivery or settlement date fell to zero for all contracts into which a Fund was permitted to enter. Where a Fund is permitted to enter into futures contracts obligating it to sell securities or currencies (as is the case with respect only to Emerging Markets Fund, International Fund and Strategic Income Fund), its potential losses are unlimited if it does not own the securities or currencies covered by the contracts and it is unable to close out the contracts prior to the settlement date. Futures transactions involve brokerage costs and require a Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices move in an unanticipated manner. Such unanticipated changes may also result in poorer overall performance than if the Fund had not entered into any futures transactions. In addition, the value of a Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. FIXED INCOME SECURITIES -- EQUITY FUNDS The fixed income securities in which the Equity Funds may invest include securities issued or guaranteed by the United States Government or its agencies or instrumentalities, nonconvertible preferred stocks, nonconvertible 7 corporate debt securities, and short-term obligations of the kinds described above. Investments in nonconvertible preferred stocks and nonconvertible corporate debt securities will be limited to securities which are rated at the time of purchase not less than BBB by Standard & Poor's or Baa by Moody's (or equivalent short-term ratings), or which have been assigned an equivalent rating by another nationally recognized statistical rating organization, or which are of comparable quality in the judgment of the Advisor. Obligations rated BBB, Baa or their equivalent, although investment grade, have speculative characteristics and carry a somewhat higher risk of default than obligations rated in the higher investment grade categories. In addition, Equity Income Fund may invest up to 25% of its total assets, Growth & Income Fund may invest up to 20% of its total assets, and each of the other Funds may invest up to 5% of its net assets, in less than investment grade convertible debt obligations. For a description of such obligations and the risks associated therewith, see "-- Debt Obligations Rated Less Than Investment Grade." The fixed income securities specified above 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 theprepayment at a lower interest rate). FOREIGN SECURITIES GENERAL. Under normal market conditions Emerging Markets Fund and International Fund invest principally in foreign securities (Strategic Income Fund invests significantly in foreign securities), and certain other Funds may invest lesser proportions of their assets in securities of foreign issuers that are either listed on a United States securities exchange or represented by American Depositary Receipts. In addition, Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund, Mid Cap Growth Fund, Mid Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Health Sciences Fund, Real Estate Securities Fund, Small Cap Core Fund, Mid Cap Core Fund, Micro Cap Fund, Large Cap Core Fund, Capital Growth Fund, Relative Value Fund, Science & Technology Fund, Growth & Income Fund and Technology Fund each may invest up to 25% of its total assets (25% of the equity portion of the Balanced Fund) in securities of foreign issuers which are either listed on a United States securities exchange or represented by American Depositary Receipts. Furthermore, Short Term Bond Fund, Bond IMMDEX Fund, Intermediate Term Bond Fund and Fixed Income Fund may invest up to 15%, and Corporate Bond Fund and High Yield Bond Fund may invest up to 25%, of total assets in foreign securities payable in United States dollars. These securities may include securities issued or guaranteed by (i) the Government of Canada, any Canadian Province or any instrumentality and political subdivision thereof; (ii) any other foreign government agency or instrumentality; (iii) foreign subsidiaries of U.S. corporations and (iv) bonds of foreign issuers having total capital and surplus at the time of investment of at least $1 billion. Investment in foreign securities is subject to special investment risks that differ in some respects from those related to investments in securities of United States domestic issuers. These risks include political, social or economic instability in the country of the issuer, the difficulty of predicting international trade patterns, the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, nationalization of assets, foreign withholding and income taxation, and foreign trading practices (including higher trading commissions, custodial charges and delayed settlements). Foreign securities also may be subject to greater fluctuations in price than securities issued by United States corporations. 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 United States domiciled company. Foreign companies generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to United States domestic companies. There is also generally less government regulation of securities exchanges, brokers and listed companies abroad than in the United States. Confiscatory taxation or diplomatic developments could also affect investment in those countries. In addition, foreign branches of United States banks, foreign banks and foreign issuers may be subject to less stringent reserve requirements and to different accounting, auditing, reporting, and recordkeeping standards than those applicable to domestic branches of United States banks and United States domestic issuers. 8 EMERGING MARKETS. Emerging Markets Fund, International Fund and Strategic Income Fund may invest in securities issued by the governmental and corporate issuers that are located in emerging market countries. 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 the 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 a Fund's 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 Fund's cash and securities, the Fund's 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. AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS. For many foreign securities, United States dollar-denominated American Depositary Receipts, which are traded in the United States on exchanges or over-the-counter, are issued by domestic banks. American Depositary Receipts represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. American Depositary Receipts do not eliminate all the risk inherent in investing in the securities of foreign issuers. However, by investing in American Depositary Receipts 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 American Depositary Receipts. The information available for American Depositary Receipts 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. Emerging Markets Fund, International Fund and Strategic Income Fund also may invest in European Depositary Receipts, which are receipts evidencing an arrangement with a European bank similar to that for American Depositary Receipts and which are designed for use in the European securities markets. European Depositary Receipts are not necessarily denominated in the currency of the underlying security. Certain American Depositary Receipts and European 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 9 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 United States 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 Emerging Markets Fund, International Fund or Strategic Income Fund is uninvested. In addition, settlement problems could cause such Funds 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. FOREIGN CURRENCY TRANSACTIONS Emerging Markets Fund, International Fund and Strategic Income Fund invest in securities which are purchased and sold in foreign currencies. The value of their assets as measured in United States dollars therefore may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. These Funds also will incur costs in converting United States dollars to local currencies, and vice versa. Emerging Markets Fund, International Fund and Strategic Income Fund 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. Emerging Markets Fund, International Fund and Strategic Income Fund may enter into forward currency contracts in order to hedge against adverse movements in exchange rates between currencies. These Funds may engage in "transaction hedging" to protect against a change in the foreign currency exchange rate between the date the Fund contracts to purchase or sell a security and the settlement date, or to "lock in" the United States dollar equivalent of a dividend or interest payment made in a foreign currency. It also may engage in "portfolio hedging" to protect against a decline in the value of its portfolio securities as measured in United States dollars which could result from changes in exchange rates between the United States dollar and the foreign currencies in which the portfolio securities are purchased and sold. Emerging Markets Fund, International Fund and Strategic Income Fund 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 the Fund from losses resulting from unfavorable changes in exchanges rates between the United States dollar and foreign currencies, it also would limit the gains which might be realized by the Fund from favorable changes in exchange rates. The applicable Fund's investment 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 their respective investment sub-advisor's view regarding future exchange rates proves to have been incorrect, Emerging Markets Fund, International Fund and Strategic Income Fund may realize losses on their foreign currency transactions. As stated above, Emerging Markets Fund, International Fund and Strategic Income Fund may engage in a variety of foreign currency transactions in connection with their investment activities. These include forward foreign currency exchange contracts, foreign currency futures, and foreign currency options. 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. The Funds will not enter into such forward contracts or maintain a net exposure in such contracts where the Funds would be obligated to deliver an amount of foreign currency in excess of the value of the Fund's securities or other assets denominated in that currency. The 10 Funds will comply with applicable SEC announcements requiring them to segregate assets to cover the Funds' commitments with respect to such contracts. At the present time, these announcements generally require a fund with a long position in a forward foreign currency contract to establish with its custodian a segregated account containing cash or liquid high grade debt securities equal to the purchase price of the contract, and require a fund with a short position in a forward foreign currency contract to establish with its custodian a segregated account containing cash or liquid high grade debt securities that, when added to any margin deposit, equal the market value of the currency underlying the forward contract. These requirements will not apply where a forward contract is used in connection with the settlement of investment purchases or sales or to the extent that the position has been "covered" by entering into an offsetting position. The Funds (except Strategic Income Fund) generally will not enter into a forward contract with a term longer than one year, and Strategic Income Fund will not enter into a forward contract with a term longer than six months. 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, Emerging Markets Fund, International Fund and Strategic Income Fund may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, these 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 Emerging Markets Fund, International Fund or Strategic Income Fund against an adverse movement in the value of a foreign currency, it would not limit the gain which might result from a favorable movement in the value of the currency. For example, if a 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 a 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. MORTGAGE-BACKED SECURITIES As described in the respective Prospectuses, Balanced Fund and the Bond Funds also may invest in mortgage-backed securities. Each of these Funds will invest only in mortgage-backed securities that are Agency Pass-Through Certificates or collateralized mortgage obligations ("CMOs"), as defined and described below. In addition, Balanced Fund and the Bond Funds may invest in private pass-through securities. Furthermore, Strategic Income Fund may invest in Real Estate Mortgage Investment Conduits ("REMICs"). 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 GNMA, FNMA or FHLMC. 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 United States Treasury in an amount which is at any time sufficient to enable GNMA, with no limitation as to amount, to perform its guarantee. 11 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 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 30 years and 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. Private mortgage pass-through securities ("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 commercial fixed rate, conventional fixed rate or adjustable 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 Funds 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. 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. The Funds will invest only in CMOs which are rated in one of the four highest rating categories by a nationally recognized statistical rating organization or which are of comparable quality in the judgment of the Advisor. 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 12 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: o 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. o 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. o 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. o As discussed above with respect to Agency Pass-Through Certificates, 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. o 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. o 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. REMICs are offerings of multiple class real estate mortgage-backed securities which qualify and elect treatment as such under provisions of the Internal Revenue Code. Issuers of REMICs may take several forms, such as trusts, partnerships, corporations, associations, or segregated pools of mortgages. Once REMIC status is elected and obtained, the entity is not subject to federal income taxation. Instead, income is passed through the entity and is taxed to the person or persons who hold interests in the REMIC. A REMIC interest must consist of one or more classes of "regular interests," some of which may offer adjustable rates of interest (the type in which Strategic Income Fund primarily invests), and a single class of "residual interests." To qualify as a REMIC, substantially all the assets of the entity must be in assets directly or indirectly secured principally by real property. 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 13 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. None of the Funds (except Short Term Bond Fund) will invest more than 10% of their total assets in interest-only, principal-only, inverse interest only or inverse floating rate mortgage-backed securities. Short Term Bond Fund will not invest in interest-only, principal-only, inverse interest-only or inverse floating rate mortgage-backed securities. 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. Health Sciences Fund may also invest in REITs. 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 95% 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 the 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 the 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 Fund, 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. ASSET-BACKED SECURITIES Balanced Fund and the Bond Funds may invest in asset-backed securities. 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. 14 MUNICIPAL BONDS AND OTHER MUNICIPAL OBLIGATIONS The Tax Free Funds may invest in municipal bonds and other municipal obligations. These bonds and other obligations are issued by the states and by their local and special-purpose political subdivisions. The term "municipal bond" includes short-term municipal notes issued by the states and their political subdivisions. MUNICIPAL BONDS. The two general classifications of municipal bonds are "general obligation" bonds and "revenue" bonds. General obligation bonds are secured by the governmental issuer's pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligations. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue bonds for private facilities are typically paid out of rents or other specified payments made to the issuing governmental entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue bond and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or commercial facilities. Revenue bonds for private facilities usually do not represent a pledge of the credit, general revenues or taxing powers of issuing governmental entity. Instead, the private company operating the facility is the sole source of payment of the obligation. Sometimes, the funds for payment of revenue bonds come solely from revenue generated by operation of the facility. Revenue bonds which are not backed by the credit of the issuing governmental entity frequently provide a higher rate of return than other municipal obligations, but they entail greater risk than obligations which are guaranteed by a governmental unit with taxing power. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Funds may invest. REFUNDED BONDS. With the exception of Nebraska Tax Free Fund, the Tax Free Funds may not invest more than 25% of fund assets in unrated securities. Investments in refunded bonds are excluded from this limitation. Refunded bonds may have originally been issued as general obligation or revenue bonds, but become refunded when they are secured by an escrow fund, usually consisting entirely of direct U.S. government obligations and/or U.S. government agency obligations sufficient for paying the bondholders. For the purposes of excluding refunded bonds from the 25% limitation on unrated securities in the Tax Free Funds, there are two types of refunded bonds: pre-refunded bonds and escrowed-to-maturity ("ETM") bonds. The escrow fund for a pre-refunded municipal bond may be structured so that the refunded bonds are to be called at the first possible date or a subsequent call date established in the original bond debenture. The call price usually includes a premium from one to three percent above par. This type of structure usually is used for those refundings that either reduce the issuer's interest payment expenses or change the debt maturity schedule. In escrow funds for ETM refunded municipal bonds, the maturity schedules of the securities in the escrow funds match the regular debt-service requirements on the bonds as originally stated in the bond indentures. DERIVATIVE MUNICIPAL SECURITIES. Tax Free Funds may also acquire derivative municipal securities, which are custodial receipts of certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain municipal securities. The underwriter of these certificates or receipts typically purchases municipal securities and deposits them in an irrevocable trust or custodial account with a custodian bank, which then issues receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the obligation. The principal and interest payments on the municipal securities underlying custodial receipts may be allocated in a number of ways. For example, payments may be allocated such that certain custodial receipts may have variable or floating interest rates and others may be stripped securities which pay only the principal or interest due on the underlying municipal securities. Tax Free Funds may each invest up to 10% of their total assets in custodial receipts which have inverse floating interest rates. 15 MUNICIPAL LEASES. The Tax Free Funds also may purchase participation interests in municipal leases. Participation interests in municipal leases are undivided interests in a lease, installment purchase contract or conditional sale contract entered into by a state or local governmental unit to acquire equipment or facilities. Municipal leases frequently have special risks which generally are not associated with general obligation bonds or revenue bonds. Municipal leases and installment purchase or conditional sales contracts (which usually provide for title to the leased asset to pass to the governmental issuer upon payment of all amounts due under the contract) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of municipal debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases and contracts of "non-appropriation" clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body on a yearly or other periodic basis. Although these kinds of obligations are secured by the leased equipment or facilities, the disposition of the pledged property in the event of non-appropriation or foreclosure might, in some cases, prove difficult and time-consuming. In addition, disposition upon non-appropriation or foreclosure might not result in recovery by a Fund of the full principal amount represented by an obligation. In light of these concerns, the Tax Free Funds have adopted and follow procedures for determining whether municipal lease obligations purchased by the Funds are liquid and for monitoring the liquidity of municipal lease securities held in each Fund's portfolio. These procedures require that a number of factors be used in evaluating the liquidity of a municipal lease security, including the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, the willingness of dealers to undertake to make a market in security, the nature of the marketplace in which the security trades, and other factors which the Advisor may deem relevant. As set forth in "Investment Restrictions" below, each such Fund is subject to limitations on the percentage of illiquid securities it can hold. TEMPORARY TAXABLE INVESTMENTS The Tax Free Funds may make temporary taxable investments. Temporary taxable investments will include only the following types of obligations maturing within 13 months from the date of purchase: (i) obligations of the United States Government, its agencies and instrumentalities (including zero coupon securities); (ii) commercial paper rated not less than A-1 by Standard & Poor's or P-1 by Moody's or which has been assigned an equivalent rating by another nationally recognized statistical rating organization; (iii) other short-term debt securities issued or guaranteed by corporations having outstanding debt rated not less than BBB by Standard & Poor's or Baa by Moody's or which have been assigned an equivalent rating by another nationally recognized statistical rating organization; (iv) certificates of deposit of domestic commercial banks subject to regulation by the United States Government or any of its agencies or instrumentalities, with assets of $500 million or more based on the most recent published reports; and (v) repurchase agreements with domestic banks or securities dealers involving any of the securities which the Fund is permitted to hold. INVERSE FLOATING RATE MUNICIPAL OBLIGATIONS Each of the Tax Free Funds may invest up to 10% of its total assets in inverse floating rate municipal obligations. An inverse floating rate obligation entitles the holder to receive interest at a rate which changes in the opposite direction from, and in the same magnitude as or in a multiple of, changes in a specified index rate. Although an inverse floating rate municipal obligation would tend to increase portfolio income during a period of generally decreasing market interest rates, its value would tend to decline during a period of generally increasing market interest rates. In addition, its decline in value may be greater than for a fixed-rate municipal obligation, particularly if the interest rate borne by the floating rate municipal obligation is adjusted by a multiple of changes in the specified index rate. For these reasons, inverse floating rate municipal obligations have more risk than more conventional fixed-rate and floating rate municipal obligations. ZERO COUPON SECURITIES The Bond Funds and Tax Free Funds may invest in zero coupon, fixed income securities. Zero coupon securities pay no cash income to their holders until they mature and are issued at substantial discounts from their value 16 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. ADJUSTABLE RATE MORTGAGE SECURITIES The Bond Funds and Balanced Fund may invest in adjustable rate mortgage securities ("ARMS"). 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. INTEREST RATE TRANSACTIONS Tax Free Funds 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. GUARANTEED INVESTMENT CONTRACTS Short Term Bond Fund also may purchase investment-type insurance products such as Guaranteed Investment Contracts ("GICs"). A GIC is a deferred annuity under which the purchaser agrees to pay money to an insurer (either in a lump sum or in installments) and the insurer promises to pay interest at a guaranteed rate for the life of the contract. GICs may have fixed or variable interest rates. A GIC is a general obligation of the issuing insurance company. The purchase price paid for a GIC becomes part of the general assets of the insurer, and the contract is paid at maturity from the general assets of the insurer. In general, GICs are not assignable or transferable without the permission of the issuing insurance companies and can be redeemed before maturity only at a substantial discount or penalty. GICs, therefore, are usually considered to be illiquid investments. Short Term Bond Fund will purchase only GICs which are obligations of insurance companies with a policyholder's rating of A or better by A.M. Best Company. DEBT OBLIGATIONS -- RATED LESS THAN INVESTMENT GRADE Strategic Income Fund and Corporate Bond Fund may invest in both investment grade and non-investment grade debt obligations. High Yield Bond Fund invests primarily in non-investment grade bonds. Debt obligations rated BB, B or CCC by Standard & Poor's or Ba, B or Caa by Moody's are considered to be less than "investment grade" and are sometimes referred to as "junk bonds." Corporate Bond Fund may invest in non-investment grade bonds rated at least B by Standard & Poor's or Moody's or which have been assigned an equivalent rating by another nationally recognized statistical rating organization, or in unrated securities determined to be of comparable quality by the Advisor. There are no minimum rating requirements for investments by Strategic Income Fund or High Yield Bond 17 Fund (which means that the Funds may invest in bonds in default). From time to time, the Fund's portfolio may consist primarily of non-investment grade debt obligations. The "equity securities" in which certain Funds may invest include corporate debt obligations which are convertible into common stock. These convertible debt obligations may include non-investment grade 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 and applicable sub-advisor's own credit analysis than is the case with investment grade obligations. DEBT OBLIGATIONS -- STRATEGIC INCOME FUND AND HIGH YIELD BOND FUND The Funds' investments may include U.S. dollar-denominated debt obligations known as "Brady Bonds," which are issued for the exchange of existing commercial bank loans to foreign entities for new obligations that are generally collateralized by zero coupon Treasury securities having the same maturity. Certain debt obligations in which the Funds invest may involve equity characteristics. A Fund may, for example, invest in unit offerings that combine debt securities and common stock equivalents such as warrants, rights and options. It is anticipated that the majority of the value attributable to the unit will relate to its debt component. FLOATING RATE DEBT OBLIGATIONS The Bond Funds and Balanced Fund expect to invest in floating rate debt obligations issued, assumed, or guaranteed by corporations, trusts, partnerships, governmental agencies or creators, or other such special purpose entities, including increasing rate securities. Floating rate securities are generally offered at an initial interest rate which is at or above prevailing market rates. The interest rate paid on these securities is then reset periodically (commonly every 90 days) to an increment over some predetermined interest rate index. Commonly utilized indices include the three-month Treasury bill rate, the 180-day Treasury bill rate, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial paper rates, or the longer-term rates on U.S. Treasury securities. FIXED RATE DEBT OBLIGATIONS The Bond Funds and Balanced Fund will invest in fixed rate debt obligations issued, assumed, or guaranteed by corporations, trusts, partnerships, governmental agencies or creators, or other such special purpose entities. Fixed rate securities tend to exhibit more price volatility during times of rising or falling interest rates than securities with floating rates of interest. This is because floating rate securities, as described above, behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments based on a designated interest rate index. Fixed rate securities pay a fixed rate of interest and are more sensitive to fluctuating interest rates. In periods of rising interest rates the value of a fixed rate security is likely to fall. Fixed rate securities with short-term characteristics are not subject to 18 the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like floating rate securities with respect to price volatility. PAYMENT-IN-KIND DEBENTURES AND DELAYED INTEREST SECURITIES Strategic Income Fund, High Yield Bond Fund and Corporate Bond Fund may invest in debentures the interest on which may be paid in other securities rather than cash ("PIKs"). Typically, during a specified term prior to the debenture's maturity, the issuer of a PIK may provide for the option or the obligation to make interest payments in debentures, common stock or other instruments (i.e., "in kind" rather than in cash). The type of instrument in which interest may or will be paid would be known by the Fund at the time of investment. While PIKs generate income for purposes of generally accepted accounting standards, they do not generate cash flow and thus could cause the Fund to be forced to liquidate securities at an inopportune time in order to distribute cash, as required by the Internal Revenue Code of 1986 (the "Code"). Unlike PIKs, delayed interest securities do not pay interest for a specified period. Because values of securities of this type are subject to greater fluctuations than are the values of securities that distribute income regularly, they may be more speculative than such securities. PREFERRED STOCK The Equity Funds, Strategic Income Fund, High Yield Bond Fund and Corporate Bond Fund may invest in preferred stock. Preferred stock, unlike common stock, offers a stated dividend rate payable from the issuer's earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline. Although the Bond Funds (except Strategic Income Fund, High Yield Bond Fund and Corporate Bond Fund) will not make direct purchases of common or preferred stocks or rights to acquire common or preferred stocks, they may invest in debt securities which are convertible into or exchangeable for, or which carry warrants or other rights to acquire, such stocks. Equity interests acquired through conversion, exchange or exercise of rights to acquire stock will be disposed of by the Bond Funds as soon as practicable in an orderly manner. PARTICIPATION INTERESTS Strategic Income Fund, High Yield Bond Fund and Corporate Bond Fund may acquire participation interests in senior, fully secured floating rate loans that are made primarily to U.S. companies. Each Fund's investments in participation interests are subject to its limitation on investments in illiquid securities. The Funds may purchase only those participation interests that mature in one year or less, or, if maturing in more than one year, have a floating rate that is automatically adjusted at least once each year according to a specified rate for such investments, such as a published interest rate or interest rate index. Participation interests are primarily dependent upon the creditworthiness of the borrower for payment of interest and principal. Such borrowers may have difficulty making payments and may have senior securities rated as low as C by Moody's, or D by Standard & Poor's. CLOSED-END INVESTMENT COMPANIES The Tax Free Funds may invest up to 10% of their total assets in common or preferred shares of closed-end investment companies that invest in municipal bonds and other municipal obligations. Shares of certain closed-end investment companies may at times be acquired only at market prices representing premiums to their net asset values. In the event that shares acquired at a premium subsequently decline in price relative to their net asset value or the value of portfolio investments held by such closed-end companies declines, the Tax Free Funds and their shareholders may experience a loss. If a Fund acquires shares of closed-end investment companies, Fund shareholders would bear both their proportionate share of the expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of such closed-end investment companies. 19 U.S. TREASURY INFLATION-PROTECTION SECURITIES To the extent they may invest in fixed-income securities, the Funds may invest in U.S. Treasury inflation-protection securities, which are issued by the United States Department of Treasury ("Treasury") with a nominal return linked to the inflation rate in prices. The index used to measure inflation is the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers ("CPI-U"). The value of the principal is adjusted for inflation, and pays interest every six months. The interest payment is equal to a fixed percentage of the inflation-adjusted value of the principal. The final payment of principal of the security will not be less than the original par amount of the security at issuance. The principal of the inflation-protection security is indexed to the non-seasonally adjusted CPI-U. To calculate the inflation-adjusted principal value for a particular valuation date, the value of the principal at issuance is multiplied by the index ratio applicable to that valuation date. The index ratio for any date is the ratio of the reference CPI applicable to such date to the reference CPI applicable to the original issue date. Semiannual coupon interest is determined by multiplying the inflation-adjusted principal amount by one-half of the stated rate of interest on each interest payment date. Inflation-adjusted principal or the original par amount, whichever is larger, is paid on the maturity date as specified in the applicable offering announcement. If at maturity the inflation-adjusted principal is less than the original principal value of the security, an additional amount is paid at maturity so that the additional amount plus the inflation-adjusted principal equals the original principal amount. Some inflation-protection securities may be stripped into principal and interest components. In the case of a stripped security, the holder of the stripped principal component would receive this additional amount. The final interest payment, however, will be based on the final inflation-adjusted principal value, not the original par amount. SPECIAL FACTORS AFFECTING ARIZONA TAX FREE FUND As described in the Prospectuses relating to Arizona Tax Free Fund, except during temporary defensive periods, the fund will invest most of its total assets in Arizona municipal obligations. The fund therefore is susceptible to political, economic and regulatory factors affecting issuers of Arizona municipal obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in Arizona. This information is derived from sources that are generally available to investors and is based in part on information obtained from the State of Arizona. ECONOMIC OVERVIEW. Arizona's main economic sectors include services, trade and manufacturing. Mining and agriculture are also significant although they tend to be more capital intensive than labor intensive. The single largest economic sector is services, employing more than 720,000 people. Wholesale and retail trade provide more than 530,000 jobs. Many of these jobs are directly related to tourism, an industry that injects almost $12 billion into the State's economy each year. Tourism generates more than 115,000 jobs and supports an additional 185,000 indirectly. In 2001, manufacturing accounted for 213,400 jobs, or approximately 9.5 percent of the State's employment, and has historically generated almost 15 percent of wages and salaries. Arizona has been particularly successful in attracting high-technology industries, which have a total economic impact of $33 billion in Arizona. Nearly 56 percent of all manufacturing employment is in this sector. The construction sector, also very important to Arizona's economy, accounted for 167,500 jobs or 7.44 percent of the State's employment in 2001. This sector has experienced a substantial increase in construction activity over the past few years. The market grew from $5.5 billion in 1994 to $11.2 billion in 1998, reflecting the increasing demand for commercial space in Arizona. EMPLOYMENT GROWTH. Fueled by multiple, consecutive years of substantial tax reductions, Arizona's economy continues to be the envy of the nation. Since 1992, personal income taxes have been slashed by 31 percent across the board, and in 2001 the State's corporate income tax was reduced to 6.9 percent from 7.9 percent. From 1993 through 1997, the strongest five-year period of job growth in Arizona history, more than 400,000 private sector jobs were created. Arizona is the second fastest growing State in the nation, with a projected population of 6.2 million by 2010. 20 REVENUE. Arizona relies on a combination of taxes assessed on income, sales and property valuations to meet expenditures. For nine consecutive years, Arizona has reduced taxes and passed legislation favorable to business. Some aspects of the tax code include no corporate franchise tax, no business inventory tax, no income tax on dividends from out-of-state subsidiaries, no worldwide unitary tax, aggressive accelerated depreciation schedules, virtually all services exempt from sales tax, and 100 percent of NOL may be carried forward for five subsequent years. With the additional variable of a significant rate reduction, from 8 percent to 7 percent, which resulted from triggered fiscal events, the State has indicated that forecasting corporate income tax will prove difficult. FY 1999 closed the books with $545 million, or a 3.28 percent gain over the prior year. The revised revenue projection holds collections relatively constant at the FY 1999 level and adjusts solely for the anticipated negative impact of the tax rate reduction, for a change of $5 million and ($37 million) for FY 2000 and FY 2001, respectively. STATE AND LOCAL GOVERNMENT BOND ISSUE. Under its constitution, the State of Arizona is not permitted to issue general obligation bonds secured by the full faith and credit of the State. However, certain agencies and instrumentalities of the State are authorized to issue bonds secured by revenues from specific projects and activities. The State enters into certain lease transactions that are subject to annual renewal at the option of the State. Local governmental units in the State are also authorized to incur indebtedness. The major source of financing for such local government indebtedness is an ad valorem property tax. In addition, in order to finance public projects, local governments in the State can issue revenue bonds payable from the revenues of a utility or enterprise or from the proceeds of an excise tax, or assessment bonds payable from special assessments. Arizona local governments have also financed public projects through leases, which are subject to annual appropriation at the option of the local government. There is a statutory restriction on the amount of annual increases in taxes that can be levied by the various taxing jurisdictions in the State without voter approval. This restriction does not apply to taxes levied to pay general obligation debt. SPECIAL FACTORS AFFECTING CALIFORNIA INTERMEDIATE TAX FREE FUND AND CALIFORNIA TAX FREE FUND As described in the Prospectuses relating to California Intermediate Tax Free Fund and California Tax Free Fund, except during temporary defensive periods, the funds will invest most of their total assets in California municipal obligations. The funds therefore are susceptible to political, economic and regulatory factors affecting issuers of California municipal obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in California. This information is derived from sources that are generally available to investors and is based in part on information obtained from various State and local agencies in California. It should be noted that the creditworthiness of obligations issued by local California issuers may be unrelated to the creditworthiness of obligations issued by the State of California, and that there is no obligation on the part of California to make payment on such local obligations in the event of default. GENERAL ECONOMIC CONDITIONS. The Twentieth Century ended on a high note for both the U.S. and California economies. Nationally, economic growth, as measured by real (inflation-adjusted) gross domestic product (GDP) exceeded 5 percent, the largest gain in 16 years. The strong performance was all the more remarkable for having occurred in the record-breaking ninth year of sustained economic growth. California's economy significantly outpaced the strong national performance. Personal income rose more than 11 percent, also the largest gain in 16 years, and far above the nation's 6.5 percent increase. Nonfarm employment increased 3.6 percent, the largest gain since 1985 and nearly double the nation's 2 percent rise. Despite the robust full year figures, the final weeks of 2000 brought unsettling news on several fronts, most notably from the consumer sector. November retail sales declined unexpectedly, following a flat October report; consumer confidence dropped sharply in November and early December on both the Conference Board and University of Michigan surveys; and several personal computer makers reported disappointing holiday season sales. Accompanying these reports has been a steady rise in initial unemployment claims from the near-record low levels of last spring, a sharp drop in factory orders, and announcements of production cutbacks from major U.S. automakers who seem to be bearing the brunt of the sudden pullback in household spending. The strong upward surge 21 in the stock market, which helped fuel household spending in 1999 and the early part of 2000, has clearly ended, and in particular, the technology-heavy NASDAQ market lost nearly half its value from early March through early December. The sudden reversal in these key economic indicators has raised concerns--thus far largely confined to the mainstream media--that this record-long economic expansion may be nearing an end. In contrast, most economic observers have concluded that the recent statistics signal the long-awaited and even welcome moderation of growth that will allow the upswing to continue in 2001 and possibly beyond. In its December 10, 2000 release, only one (UCLA-Anderson) of the 50 forecasters surveyed by BLUE CHIP ECONOMIC INDICATORS believed a recession to be the most likely outcome for 2001. It is often difficult to differentiate between a slowing of growth and the beginnings of an economic reversal. But the recent statistics need to be placed in some perspective. As noted, the automobile industry is the source of much of the apparent weakness in consumer spending. Excluding autos, sales rose during both October and November, albeit at a more moderate pace than in previous months. Retailers commonly gauge sales results on a year-to-year basis, and in November, retail sales excluding autos were up more than 7 percent from the 1999 month, after taking into account the effects of 2000's early Thanksgiving weekend. (Without the holiday adjustment, sales were up almost 9 percent.) The key general merchandise, apparel, and home furnishings sector (GAF), where most holiday purchases are concentrated, also posted a solid 7 percent increase. Since there is virtually no inflation in GAF goods--apparel prices, for example, were down 1.3 percent over the year, while November apparel store sales were up 8.6 percent, implying a 10 percent increase in physical volume--these gains hardly portray a weak or faltering consumer. ENERGY. Apart from the possibility of a national downturn, a significant risk to the California outlook comes from the energy sector. The current electric power situation results from a complex set of circumstances arising from a steep rise in demand throughout the Western United States, sharply higher natural gas prices exacerbated in California by the break in a key pipeline last summer, and a dysfunctional wholesale electricity market in which prices have soared to levels several times the actual cost of the least efficient, most expensive production in the region. BUDGETARY PROCESS. The State's fiscal year begins on July 1 and ends on June 30. The annual budget is proposed by the Governor by January 10 of each year for the next fiscal year (the "Governor's Budget"). Under State law, the annual proposed Governor's Budget cannot provide for projected expenditures in excess of projected revenues and balances available from prior fiscal years. Under the State Constitution, money may be drawn from the Treasury only through an appropriation made by law. The primary source of the annual expenditure authorizations is the Budget Act as approved by the Legislature and signed by the Governor. The Budget Act must be approved by a two-thirds majority vote of each House of the Legislature. The Governor may reduce or eliminate specific line items in the Budget Act or any other appropriations bill without vetoing the entire bill. Such individual line-item vetoes are subject to override by a two-thirds majority vote of each House of the Legislature. Appropriations also may be included in legislation other than the Budget Act. Bills containing appropriations (except K-14 education) must be approved by a two-thirds majority vote in each House of the Legislature and be signed by the Governor. Bills containing K-14 education appropriations only require a simple majority vote. Continuing appropriations, available without regard to fiscal year, may also be provided by statute or the State Constitution. Funds necessary to meet an appropriation need not be in the State Treasury at the time such appropriation is enacted; revenues may be appropriated in anticipation of their receipt. REVENUES AND EXPENDITURES. The moneys of the State are segregated into the General Fund and approximately 600 Special Funds. The General Fund consists of revenues received by the State Treasury and not required by law to be credited to any other fund, as well as earnings from the investment of State moneys not allocable to another fund. The General Fund is the principal operating fund for the majority of governmental activities and is the depository of most of the major revenue sources of the State. The General Fund may be expended as a consequence of appropriation measures enacted by the Legislature and approved by the Governor, as well as appropriations pursuant to various constitutional authorizations and initiative statutes. A year of robust revenue growth in fiscal year 2000-01 is expected to moderate somewhat in 2001-02. Since enactment of the 2000 Budget Act, the General Fund revenue forecast for the past and current-year period has increased by $3.8 billion. In addition, General Fund revenues in 2001-02 are expected to be up $2.54 billion or 3.3 percent from 2000-01, reaching almost $80 billion. 22 This revenue strength builds on exceptionally strong gains in fiscal years 1999 and 2000. General Fund collections are expected to increase 6.9 percent on a year-over-year basis in 2000-01, bringing revenues to $76.9 billion. For 1999-00, total revenues were up 22.7 percent or $13.3 billion, to reach $71.9 billion, particularly impressive growth given the significant General Fund tax relief enacted over the last three years. The past year's growth in part reflects the fact that 1999-00 was the first year in which California received revenue from tobacco company litigation. In 1999-00, $515 million was received from this source, and $393 million and $468 million are expected in the current and budget years, respectively. California's remarkable employment and income growth during 2000 were reflected strongly in revenues. Through November, personal income tax withholding paid in 2000 was over 19 percent above the previous year. The first three estimated payments for the personal income tax were up 39 percent. Taxable sales grew at a faster pace in inflation-adjusted terms than at any time since the early 1980s. Much of the State's revenue surge in recent years results from the extraordinary gains in the stock market. Taxpayers have realized record-level capital gains that have grown at year-over-year rates of between 22 and 58 percent for the last five years. In addition, stock options have become an increasingly common component in wage packages--particularly in California's high tech sector. Taxpayers deriving income from retirement saving vehicles, such as Individual Retirement Accounts and 401(k)s, have also benefited from this growth. Together, these factors account for much of the rapid growth in personal income tax revenues. The stock market has also contributed to a sense of wealth among consumers, continuing to result in dramatic increases in sales tax revenue. While this revenue surge has allowed the State to address critical needs such as education and transportation, the fact remains that revenues supporting the budget are increasingly dependent upon the stock market. Capital gains alone contribute about 11 percent of total General Fund revenues, and revenue from stock options represents another 10 percent. To put this in perspective, these two factors combined contributed less than 5 percent of General Fund revenues as recently as 1994-95. These market-driven revenue sources represent a significant fraction of the total Budget and a major portion of the State's discretionary income. Although accumulated gains in the stock market continue to be substantial, the market stalled overall for the 2000 year. Moreover, on a daily basis the market remained volatile through the year. In one day alone last year, the high-tech NASDAQ index fell 10 percent. Therefore, the market's ongoing influence on General Fund revenues--both positive and negative--must be recognized. IMPACT OF 2000 TAX REDUCTION. Last year, for the second year of this Administration, significant tax relief measures were enacted. This package of bills provided taxpayers with approximately $1.6 billion and $2.3 billion in tax savings in 2000-01 and 2001-02, respectively. These tax reductions are in addition to the substantial tax relief provided to both individual and corporate taxpayers under preexisting law. Based on the Department of Finance 2000-01 TAX EXPENDITURE REPORT, these provisions are estimated to reduce State revenues by $21 billion annually--including $16 billion in personal income tax relief, $4 billion in corporate tax relief, and $1 billion in sales tax relief. Key areas of tax reduction for individual taxpayers include the deductions for home mortgage interest and charitable contributions, the exclusion of employer contributions to health and pension plans, and the exclusion of capital gains on the sale of a principal residence and at death. On the corporate side, key areas of relief include a reduced rate of taxation for all corporations, special rate provisions for subchapter S corporations, carryover of net operating losses, and credits for manufacturing investment and research and development. Substantial reductions have also been enacted in vehicle license fees in recent years. Beginning with the 2001 calendar year, the State will pay 67.5 percent of local vehicle license fees, saving motor vehicle owners $3.7 billion in 2001-02. SPECIAL FUND REVENUE. The California Constitution, codes, and statutes specify the uses of certain revenues, with receipts accounted for in various special funds. In general, special fund revenues comprise three categories of income: o Receipts from tax levies that are allocated to specified functions such as motor vehicle taxes and fees. o Charges for special services provided for specific functions, including such items as business and professional license fees. o Rental royalties and other receipts designated for particular purposes--for example, oil and gas royalties. 23 Taxes and fees related to motor vehicles comprise over 50 percent of all special fund revenue. Principal sources are motor vehicle fuel taxes, registration and weight fees, and vehicle license fees. During 2001-02, $8.7 billion in revenues will be derived from the ownership or operation of motor vehicles, a 4.7 percent increase above the 2000-01 level. Approximately 53 percent of this revenue will be returned to local governments. The remaining portion will be available for various State programs related to transportation and services to vehicle owners. Chapter 85, Statutes of 1991, created the Local Revenue Fund for the purpose of local program realignment. Revenue attributable to a 0.5 percent sales tax rate is transferred to this special fund. During 2001-02, local governments are expected to receive $2.4 billion from this revenue source, up 4.5 percent from 2000-01. In addition to this revenue, approximately 24 percent of all vehicle license fees are transferred to the Local Revenue Fund. Beginning in 1998-99, legislation reduced total vehicle license fees (VLF) and established a VLF offset program. For 2000-01 and 2001-02, vehicle license fees are reduced by 35 percent. An additional 32.5 percent reduction for these years will be returned to taxpayers in the form of a rebate. The total tax relief provided by the VLF offset and rebate is estimated to be $2.724 billion in 2000-01 and $3.680 billion in 2001-02. Chapter 861, Statutes of 2000, replaces the current weight fee schedule for commercial trucks, which is based on unladen weight, with a gross vehicle weight schedule. This change was necessary to conform to the federal International Registration Plan by January 1, 2002. Chapter 861 also provided that the vehicle license fee will no longer be charged on commercial trailers, and the loss in revenue to local governments from that exclusion will be backfilled by the General Fund. As noted earlier, tobacco-related taxes are collected primarily to support early childhood development programs as specified in Proposition 10. These proceeds are deposited in the California Children and Families First Trust Fund and are estimated at $672 million in 2000-01 and $662 million in 2001-02. Funds from the Proposition 99 tobacco-related taxes are allocated to a special fund for distribution to a variety of accounts as determined by the measure. Receipts for this fund are estimated at $360 million in 2000-01 and $355 million in 2001-02. An additional $26 million for breast cancer research will be generated in 2000-01 by the 2 cents per pack cigarette tax enacted in 1993, while $25.6 million will be generated in 2001-02 for this purpose. The original 10 cents per pack tax on cigarettes is allocated to the General Fund. STATE APPROPRIATIONS LIMIT. The State is subject to an annual appropriations limit imposed by Article XIII B of the State Constitution (the "Appropriations Limit"). The Appropriations Limit does not restrict appropriations to pay debt service on voter-authorized bonds. Article XIII B prohibits the State from spending "appropriations subject to limitation" in excess of the Appropriations Limit. "Appropriations subject to limitation," with respect to the State, are authorizations to spend "proceeds of taxes," which consist of tax revenues, and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed "the cost reasonably borne by that entity in providing the regulation, product or service," but "proceeds of taxes" exclude most State subventions to local governments, tax refunds and some benefit payments such as unemployment insurance. No limit is imposed on appropriations of funds which are not "proceeds of taxes," such as reasonable user charges or fees and certain other non-tax funds. Not included in the Appropriations Limit are appropriations for the debt service costs of bonds existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, appropriations of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990 levels, and appropriation of certain special taxes imposed by initiative (e.g., cigarette and tobacco taxes). The Appropriations Limit may also be exceeded in cases of emergency. LITIGATION GENERALLY. The State is a party to numerous legal proceedings, many of which normally occur in governmental operations. In 1998, the State signed a settlement with the four major cigarette manufacturers. The State agreed to drop its lawsuit and not to sue in the future. Tobacco manufacturers agreed to billions of dollars in payments and restrictions in marketing activities. Under the settlement, the companies agreed to pay California governments approximately $25 billion over a period of 25 years. DEBT ADMINISTRATION AND LIMITATION. The State Treasurer is responsible for the sale of debt obligations of the State and its various authorities and agencies. The State Constitution prohibits the creation of indebtedness of the State unless a bond law is approved by a majority of the electorate voting at a general election or a direct primary. General 24 obligation bond acts provide that debt service on general obligation bonds shall be appropriated annually from the General Fund and all debt service on general obligation bonds is paid from the General Fund. Under the State Constitution, debt service on general obligation bonds is the second charge to the General Fund after the application of moneys in the General Fund to the support of the public school system and public institutions of higher education. Certain general obligation bond programs receive revenues from sources other than the sale of bonds or the investment of bond proceeds. The State had $21.0 billion aggregate principal amount of general obligation bonds outstanding, and $14.4 billion authorized and unissued, as of September 1, 2000. Outstanding lease revenue bonds totaled $6.7 billion as of September 1, 2000. The General Obligation Bond Law permits the State to issue as variable rate indebtedness, up to 20 percent of the aggregate amount of long - term general obligation bonds outstanding. As of September 1, 2000, there was no variable rate indebtedness outstanding; however, the State plans to issue such indebtedness in the future. SPECIAL FACTORS AFFECTING COLORADO INTERMEDIATE TAX FREE FUND AND COLORADO TAX FREE FUND As described in the Prospectuses relating to Colorado Intermediate Tax Free Fund and Colorado Tax Free Fund, except during temporary defensive periods, each Fund will invest most of its total assets in Colorado municipal obligations. The Funds are therefore susceptible to political, economic and regulatory factors affecting issuers of Colorado municipal obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in Colorado. This information is derived from sources that are generally available to investors and is based in part on information obtained from various State and local agencies in Colorado. It should be noted that the creditworthiness of obligations issued by local Colorado issuers may be unrelated to the creditworthiness of obligations issued by the State of Colorado, and that there is no obligation on the part of the State of Colorado to make payment on such local obligations in the event of default. ECONOMIC OVERVIEW. While Colorado's economy continues to outperform the nation, the State is seeing evidence of the national slowdown. A combination of factors will lead the State to the lowest level of employment growth experienced since the early 1990s. Layoff announcements have been numerous, while announcements of job gains have been few. In all industries Statewide, over 20,000 announced layoffs have been counted compared with only about 3,500 announced gains. The advanced technology sector, which has been a leader in growth for Colorado during the last decade, is experiencing difficult times and many local technology companies have been shedding jobs. Many of these companies are being impacted negatively by significant declines in available venture capital in the State and deteriorating stock market conditions. Additionally, many new companies that tried to get on the bandwagon of advanced-tech's promises have dissolved. As an indicator of Colorado's prominence in the sector, the American Electronics Association reported that Colorado had the highest concentration of high-tech workers in the nation with nearly one our of every ten workers employed in the industry in 2000. The construction sector is also experiencing a slowdown as downsizing companies need less space and consumers become more cautious in their household decisions. Sales rates and prices for housing, especially at the high-end, have slowed considerably this year. Another area of importance to Colorado that will experience difficulties during the coming year is tourism. The nationwide economic slowdown will impact vacation decisions of many would-be visitors to Colorado, reducing the number of people visiting ski resorts and other destination areas in the State. In addition, the Winter Olympics in Utah will draw visitors who otherwise would have come to Colorado. The recent terrorist activities in the United States will also provide a negative impact to Colorado's tourism sector as people curb travel plans and flying potentially becomes more difficult and expensive. Finally, the economy in Colorado will be dragged down by a dramatic decrease in consumer spending in 2001. Consumers propped up the economy in 2000 by increasing retail trade sales 11.5 percent. Consumers slowed their spending in the State to a 2.7 percent pace during the first half of 2001. Consumer spending was one of the most important parts of economic growth during the 1990s. 25 One important factor that may help to offset the slowdown in Colorado is interest rates. Mortgage rates have remained at low levels in Colorado and it is likely that the Federal Reserve Board will further cut rates during the rest of the year. If mortgage rates continue to fall, a new round of refinancing could be set in motion, providing consumers with money to help maintain spending levels of reduce debt. POPULATION AND EMPLOYMENT. After seeing the State's population increase at rates between 2.4 percent and 3.3 percent every year from 1992 through 2000, Colorado will experience a slowdown in growth over the next several years as the State's economic advantage over other areas of the nation diminishes and migration slows. The State's population will increase 2.2 percent in 2001, followed by growth rates of 2.1 percent in 2002 and 2.0 percent in 2003. The previously mentioned job losses and slowing population growth in the State will lead to a dramatic slowdown in employment this year. After employment increased at a compound average annual growth rate of 3.8 percent between 1990 and 2000, the State will see its job base grow by only 2.5 percent in 2001 and 2.6 percent in 2002. In addition, the job mix will change somewhat as the State adds fewer high-paying advanced technology and finance jobs and more low wage service positions. Accordingly, the State's unemployment rate will climb from an unsustainable low 2.7 percent in 2000 to 3.1 percent in 2001 and 3.5 percent in 2002. While these rates are significantly higher than the past two years, they are still quite low by historical standards. The State experienced a 6.0 percent unemployment rate in 1992 at the start of the employment boom. GENERAL FUND. General Fund revenue will decrease by 1.3 percent in FY 2001-02, following a 3.7 percent gain in FY 2000-01. We decreased our revenue forecast for the current year by $188.2 million below the June 2001 forecast. Three factors cause the reduction in the revenue forecast for FY 2001-02. First, the Colorado economy is weaker than previously anticipated. While Colorado job growth is up 3.0 percent through July, continued layoffs and reduced hiring by employers have led to only a 1.7 percent gain in jobs in July 2001 versus July 2000. Consumer spending has slowed significantly leading to less-than-anticipated sales tax receipts. Second, the over refund of the TABOR surplus will reduce revenues in the current year by $33.4 million more than anticipated. Finally, the income tax accruals for FY 2000-01 were much larger than anticipated in the June 2001 forecast. We believe that these accruals will reduce revenues for FY 2001-02, contrary to our expectations in the previous forecast. This will dampen revenues by $21.3 million relative to the June revenue estimate. The poor General Fund revenue outlook for FY 2001-02 leads to a bleak General Fund overview for this year. The Senate Bill 97-1 diversion of 10.355 percent of sales and use tax revenues cannot be made at all. If revenue growth were sufficient, $208.8 million would be diverted to the Highway Users Tax Fund. Our June forecast indicated that approximately one-half of the diversion would occur. The diversion is reduced when revenue growth is insufficient such that General Fund appropriations cannot increase by the statutory six percent maximum. Even if no sales and use tax revenue is diverted, General Fund appropriations for the operations budget would still have to be reduced by an estimated $97.8 million. After FY 2001-02, the General Fund overview has a healthier picture. The full Senate Bill 97-1 diversion can be made and appropriations can increase by six percent throughout the rest of the forecast period. The excess reserve in the General Fund is still a low $63.1 million in FY 2002-03, but will recover to more than $2.4 billion by FY 2006-07. SPECIAL FACTORS AFFECTING MINNESOTA INTERMEDIATE TAX FREE FUND AND MINNESOTA TAX FREE FUND As described in the Prospectuses relating to Minnesota Intermediate Tax Free Fund and Minnesota Tax Free Fund, except during temporary defensive periods, these Funds will invest most of their total assets in Minnesota municipal obligations. These Funds therefore are susceptible to political, economic and regulatory factors affecting issuers of Minnesota municipal obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in Minnesota. The summary is based primarily upon one or more publicly available offering statements relating to debt offerings of the State of Minnesota and releases issued by the Minnesota Department of Finance. It should be noted that the creditworthiness of obligations issued by local Minnesota issuers may be unrelated to the creditworthiness of obligations issued by the State of Minnesota, and that there is no obligation on the part of Minnesota to make payment on such local obligations in the event of default. Diversity and a significant natural resource base are two important characteristics of the Minnesota economy. Generally, the structure of the State's economy parallels the structure of the United States economy as a whole. There 26 are, however, employment concentrations in the manufacturing categories of industrial machinery, instruments and miscellaneous, food, paper and related industries, and printing and publishing. During the period from 1980 to 1990, overall employment growth in Minnesota lagged behind national employment growth, in large part due to declining agricultural employment. The rate of non-farm employment growth in Minnesota exceeded the rate of national growth, however, in the period of 1990 to 1996, and since 1996 Minnesota and U.S. employment have expanded at about the same rate. The State's unemployment rate continues to be substantially less than the national unemployment rate. Since 1980, Minnesota per capita income generally has remained above the national average. The State relies heavily on a progressive individual income tax and a retail sales tax for revenue, which results in a fiscal system that is sensitive to economic conditions. The current U.S. economic recession has had a disproportionate effect on projected State revenues. The Economic Forecast released by the Minnesota Department of Finance on December 4, 2001 has projected, under current laws, a general fund deficit of $1.953 billion for the current biennium ending June 30, 2003. The deficit is attributable primarily to projected revenue shortfalls, but projected spending increases also are projected. The projected deficit does not take into account the State's $350 million cash flow account balance of the State's $653 million budget reserve. Use of the budget reserve is not triggered automatically when a deficit is forecast. Total General Fund expenditures and transfers for the biennium are now projected to be $27.807 billion. The Department's planning estimates for the biennium ending June 30, 2005, which previously projected a surplus, now show projected spending exceeding projected revenues by $2.534 billion, under current laws. The Department of Finance has asked State departments and agencies to begin work on options to trim their general fund budgets by 5 percent and by 10 percent. In addition, the Commissioner of Finance has directed other commissioners and agency heads temporarily not to enter into any new grant agreements, pending review of budgetary considerations. On a number of occasions in previous years, State legislation has addressed projected budget deficits by raising additional revenue, reducing expenditures, including aids to political subdivisions and higher education, reducing the State's budget reserve, imposing a sales tax on purchases by local governmental units, and making other budgetary adjustments. The State is party to a variety of civil actions that could adversely affect the State's General Fund. In addition, substantial portions of State and local revenues are derived from federal expenditures, and reductions in federal aid to the State and its political subdivisions and other federal spending cuts may have substantial adverse effects on the economic and fiscal condition of the State and its local governmental units. Risks are inherent in making revenue and expenditure forecasts. Economic or fiscal conditions less favorable than those reflected in State budget forecasts may create additional budgetary pressures. State grants and aids represent a large percentage of the total revenues of cities, towns, counties and school districts in Minnesota, but generally the State has no obligation to make payments on local obligations in the event of a default. Even with respect to revenue obligations, no assurance can be given that economic or other fiscal difficulties and the resultant impact on State and local government finances will not adversely affect the ability of the respective obligors to make timely payment of the principal and interest on Minnesota Municipal Bonds that are held by the Fund or the value or marketability of such obligations. Certain Minnesota tax legislation and possible future changes in federal and State income tax laws, including rate reductions, could adversely affect the value and marketability of Minnesota Municipal Bonds that are held by the Funds. See "Taxation." SPECIAL FACTORS AFFECTING MISSOURI TAX FREE FUND As described in the Prospectuses relating to Missouri Tax Free Fund, except during temporary defensive periods, the Fund will invest most of its total assets in Missouri municipal obligations. This Fund is therefore susceptible to general or particular economic, political or regulatory factors that may affect issuers of Missouri obligations. This information is derived from sources that are generally available to investors and is based in part on information obtained from various State and local agencies in Missouri. No independent verification has been made of any of the following information. It should be noted that the creditworthiness of obligations issued by local Missouri issuers may be unrelated to the creditworthiness of obligations issued by the State of Missouri, and that there is no obligation on the part of Missouri to make payment on such local obligations in the event of such default. Also note that the information does not apply to "conduit" obligations on which the public issuer itself has no financial responsibility. 27 POPULATION. The State total resident population in Census 2000 was 5,595,211, ranking Missouri 17th among all U.S. States. St. Louis County remained the State's largest county, surpassing the million-population threshold. Missouri's population grew by 478,138 persons since 1990--a growth rate of 9.3 percent. This growth was larger than in any other decade this past century. As in recent decades, there were substantial population gains in the Ozarks and in the State's metropolitan areas. But there also was new growth in many rural counties north and south. Regional population shifts show a continued expansion outward from older, larger urban centers. In fact, the population outside Missouri's combined municipal areas grew at a faster rate in the 1990s (12.1 percent) than the combined population within them (7.9 percent). REVENUE. The Missouri Department of Revenue recently released taxable sales estimates for the 2nd Quarter of 2001. During the quarter, $16.3 billion in taxable transactions occurred in the State, an increase of 2.0 percent from the same quarter of 2000. This is much lower than the 3.7 percent annual growth realized during the 2nd quarter of 2000, as well as the 3.4 percent growth during the first quarter of this year. Analysis by the Missouri Economic Research and Information Center (MERIC) shows that if seasonal and inflationary effects are removed from the data, further evidence of sluggish sales can be seen. Year-to-year growth during the second quarter of 2001 was -1.3 percent. This marks the fourth consecutive quarter of zero-to-negative growth in taxable sales in Missouri. The Department of Revenue has declined to speculate on taxable sales in Missouri during the third quarter of this year, the period of time that includes September 11th and the final weeks of that month. At the national level, consensus estimates indicate retail sales dropped an estimated 1 percent in September as spending dramatically slowed. Spending is expected to rebound slowly during October. Clearly, this data implies continued fiscal struggles for the State of Missouri, as sales tax comprises a significant portion of State revenue. State general revenue collections net of refunds for September 2001, increased by .15 percent over those for September 2000 collections. General revenue year-to-date collections net of refunds have increased by 3.7 percent over the same period last year. Sales and use tax collections increased 2.3 percent for the month and increased 1.8 percent for the year-to-date, from $449.9 million last year to $457.9 million this year. Individual income tax collections decreased .7 percent for the month and increased 1.7 percent year-to-date, from $956.2 million last year to $972.1 million this year. Corporate income tax collections decreased 11.2 percent for the month and decreased 13.7 percent year-to-date from $96.7 million last year to $83.4 million this year. All other collections were down 9.7 percent for the month and up 21.0 percent for the year. COST OF LIVING. In the 1st quarter of 2001, Missouri had the 4th lowest cost of living in the United States (of the 46 States and the District of Columbia surveyed by ACCRA). In general, the most expensive areas to live are Alaska, New England, California, and Nevada. The least expensive areas continue to be the Midwest and Southern States. Missouri dropped one spot in the rankings since the 4th quarter of 2000, when the State had the 3rd lowest cost of living. While Missouri's ranking dropped, Missouri's COL index actually decreased to 92.6 from the previous quarter's 92.7. This is due mostly to declines in Health Care and Miscellaneous Goods and Services cost categories. Missouri's larger metropolitan areas had COL indices that were close to the national average in the 1st quarter, but no city had an index over 100. In general, however, the metropolitan areas are the most expensive areas in Missouri to reside. Chambers of Commerce in cities across the nation participate in ACCRA's survey on a volunteer basis. No cities in HI, ME, NJ and RI participate. There are additional risks associated with investment in the Missouri Tax-Exempt Bond Fund because it invests its assets predominantly in Missouri municipal securities. The Missouri Constitution imposes a limit on the amount of taxes that may be imposed by the General Assembly during any fiscal year. No assurances can be given that the amount of revenue derived from taxes will remain at its current level or that the amount of federal grants previously provided to the State will continue. The State of Missouri is barred by its constitution from issuing debt instruments to fund government operations, although it is authorized to issue bonds to finance or refinance the cost of capital projects upon approval by the voters. In the past, the State has issued two types of bonds to raise capital: general obligation bonds and revenue bonds. Payments on general obligation bonds are made from the General Revenue Fund. Therefore, if the State is unable to increase 28 its tax revenues, the State's ability to make the payments on the existing obligations may be adversely affected. The State also is authorized to issue revenue bonds, which generally provide funds for a specific project, and payments are generally limited to the revenue from that project. Therefore, a reduction of revenues on a project financed by revenue bonds may adversely affect the State's ability to make payments on such bonds. The State may, however, enact a tax specifically to repay the State's revenue bonds. SPECIAL FACTORS AFFECTING NEBRASKA TAX FREE FUND As described in the Prospectuses relating to the Fund, except during temporary defensive periods, the Fund will invest most of its total assets in Nebraska municipal obligations. The fund therefore is susceptible to political, economic and regulatory factors affecting issuers of Nebraska municipal obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in Nebraska. This information is derived from sources that are generally available to investors and is based on information obtained from the State of Nebraska. ECONOMIC OVERVIEW. Nebraska's economy revolves around its agriculture industry. In 1999, more than 93 percent of the State's land, some 46 million acres, was farm and ranch land, most of it privately owned. Producers have taken advantage of the State's fertile soil, abundant water, intensive cultivation and advanced farming methods to produce record-high crop yields in recent years. In 1998, gross cash receipts from farm marketings totaled $8.8 billion, and Nebraska had 55,000 farms that produced food for consumers in the United States and abroad. Although agriculture dominates Nebraska's economy, more and more of Nebraska's income has come from other industries in recent years. Manufacturing, which employed more than 117,000 workers in 1999, is a major employer among nonfarm industries, with most manufacturing sites located in the State's large urban areas. Douglas, Lancaster, Hall and Platte counties employ more than 63,000 workers in manufacturing. Food processing is the leading type of manufacturing, followed by industrial machinery and electronic equipment. The service sector, which includes health services and business services, generates the most earnings in Nebraska. Government ranks second in earnings generated, while manufacturing is third. The service sector also employs more workers than any other industry. Wholesale and retail trades, taken together, employ the second-most number of workers, with eating and drinking establishments being the largest employer among retail stores in the State. Government jobs, many of which are in Lincoln, employ the next highest number of workers. Lincoln is a major employer in education, led by the University of Nebraska-Lincoln and other institutions of higher education. Omaha is a major center for food processing, healthcare, insurance, trade, transportation and telecommunications. Livestock and grain exchanges also are in Nebraska's largest city. Six Nebraska-based businesses are in the Fortune 500, FORTUNE magazine's annual list of the largest industrial and service corporations in the United States based on revenue. All of these corporations have their headquarters in Omaha. GENERAL FUND. The State's fiscal year ended on June 30, 2001. Total gross General Fund receipts for fiscal year 2000-2001 were $2,984,181,599. This represents a 3.1 percent increase over fiscal year 1999-2000 totals, and 0.8 percent below the fiscal year 2000-2001 projected amount of $3,007,415,000. Gross General Fund receipts were ahead of FY1999-2000 for Sales and Use and Individual Income taxes by 2.8 and 4.5 percent, respectively. Gross receipts from Corporate Income and Miscellaneous taxes were below FY1999-2000 levels by 1.3 and 1.5 percent, respectively. Compared to the certified forecast for FY2000-2001, gross receipts for Sales and Use, Individual Income, and Corporate Income taxes were below projections by 2.3, 0.1, and 2.4 percent, respectively. Total refunds for fiscal year 2000-2001 were $527,319,744, which is 7.4 percent more than last fiscal year, and 0.1 percent above the projected amount of $526,713,000. Total net receipts for the fiscal year ending June 30, were $2,456,861,855, ahead of FY1999-2000 collections by $52.9 million, or 2.2 percent. Compared with forecasted net receipts, total net receipts for FY2000-01 were below the certified forecast of $2,480,707,000 by $23,845,145, or 1.0 percent. Net Sales and Use and Individual Income tax receipts were ahead of FY1999-00 receipts by 0.5 and 4.5 percent, respectively. At the same time, only Individual Income and Miscellaneous tax net receipts exceeded the certified forecast, by 0.3 and 6.1 percent, respectively. Sales 29 and Use and Corporate Income tax receipts ended the year behind the certified forecast by 3.8 and 2.1 percent, respectively. State appropriations for the 1999-2000 fiscal year totaled $5,313,608,444 for the operation of State government, including capital construction and aid to individuals, local governments and other entities. This amount includes supplemental appropriations (deficits) provided by the 2000 Legislature. Of the total 1999-2000 appropriation, $2,339,081,677 was appropriated from the State general fund, which is financed by sales and use taxes, corporate and individual income taxes, and several other taxes, including liquor, cigarette and pari-mutuel taxes. Other appropriation amounts were: $1,105,960,607 from cash funds, which include receipts from motor fuel taxes, hunting and fishing licenses, tuition at the University of Nebraska and State colleges, commodity checkoff collections, and other fees and charges; $1,396,017,895 from federal funds; and $472,548,265 from revolving funds, which account for financial transactions between State agencies. Fiscal year 2000-01 appropriations totaled $5,536,701,415, consisting of $2,458,788,690 from the State general fund, $1,138,591,060 from cash funds, $1,472,042,292 from federal funds and $467,279,373 from revolving funds. Under biennial budgeting, these appropriations originally were made by the 1999 Legislature, with adjustments during the 2000 legislative session. These appropriation figures for 2000-01 do not, however, include supplemental appropriations that may be provided by the 2001 Legislature. REVENUE. State revenue estimates for fiscal year 2001-2002 forecast approximately 51.1 percent of the tax dollar coming from individual income tax, 36.8 percent from sales tax, 5.7 percent from corporate income tax, and 6.4 percent from miscellaneous receipts. Forecasted appropriations include 36.3 percent of collected taxes to go to local tax relief, 21.0 percent for aid to individuals, 20.7 percent for government operations, 16.9 percent for postsecondary education operating, 3.8 percent for other State aid, and 1.3 percent for capital construction. SPECIAL FACTORS AFFECTING OREGON INTERMEDIATE TAX FREE FUND As described in the Prospectus relating to Oregon Intermediate Tax Free Fund, except during temporary defensive periods, Oregon Intermediate Tax Free Fund will invest most of its total assets in Oregon municipal obligations. This Fund therefore is susceptible to political, economic and regulatory factors affecting issuers of Oregon municipal obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in Oregon. This information is derived from sources that are generally available to investors and is based in part on information obtained from various State and local agencies in Oregon. It should be noted that the creditworthiness of obligations issued by local Oregon issuers may be unrelated to the creditworthiness of obligations issued by the State of Oregon, and that there is no obligation on the part of Oregon to make payment on such local obligations in the event of default. OVERVIEW OF THE ECONOMY. In the past decade, Oregon resumed the steady economic and population growth that has characterized its history. But today the economy is much different--the State overall is less reliant on forest products or any single industry. Oregon's historically high rural incomes have declined markedly with the reduction of logging and the closure of many mills. These economic shifts have created the need for job replacement, retraining and economic diversification for smaller, rural communities and those that are distressed. These shifts also present more urban areas with growth management and labor-scarcity challenges. Fifty years ago, the State's manufacturing sector was highly concentrated in lumber and wood products and food processing. Since then, it has diversified into industries such as electronic equipment, transportation equipment, metals, printing and plastics. Outside of manufacturing, the State has added many jobs in other export-oriented industries such as professional services, software development and tourism. This increase in economic diversity should help stabilize the State's economy. 30 Forest products, agriculture and fisheries each have experienced serious problems in the past few years. Both forest products and fisheries industries have reduced harvests. More recently, farms and forest products businesses are seeing reduced export demand for their products and stiff competition from foreign producers. Many of the local economies of Oregon's rural areas are concentrated in these natural resource industries, and the citizens of these areas face difficult challenges to maintaining their employment, adequate income and quality of life. DEMOGRAPHIC FORECAST. Oregon's population will increase from 3.3 million in 1999, to 3.6 million in 2007, a 9.2 percent increase. Population changes within age groups will reflect the historical shifts in births and migration flows. During this period, the fastest growth will occur in the 45-64 and 18-24 age groups, the result of baby-boomers and their children entering these age groups. The 25-44 year age group will decline and the 5-17 age group will increase slightly. The elderly population as a whole will increase by 8.7 percent. The number of young elderly in the 65-74 age group has been declining. This trend will reverse only after the year 2002. On the other hand, the number of oldest elderly (85 and older), has been growing very rapidly. This group will continue to grow at a very high rate, increasing 33.8 percent between 1999 and 2007. BUDGET. During the 1990s, Oregon's economy experienced a period of exceptional growth. After adjusting for inflation, wages grew 18.5 percent and per capita income grew faster than the rest of the nation. The profitability of companies operating in Oregon also rose sharply. State revenues benefitted directly from this growth. During the last decade, revenues from personal income taxes grew an average of nearly 10 percent annually. Corporate income tax collection more than doubled from less than $150 million in 1990 to more than $400 million in 2000. In addition, capital gains income, mostly from the stock market, grew at an incredible rate during the 1990s. Oregon's economy diversified substantially during this period. High technology companies, particularly those involved in semiconductor production, helped Oregon become increasingly connected to international markets. Asian markets, in particular, made up six of the top 10 destinations for Oregon products in 1999. At the same time, agricultural, lumber, and wood products continued to play a significant role in Oregon's economy. In addition, Oregon's population grew at a faster pace than the national average during the 1990s--16.1 percent compared to 9.6 percent respectively. Some of this growth came from in-migrants, particularly for individuals between the ages of 18-64 years. And while Oregon's population continues to be predominately White (93.4 percent of the total population), its population is slowly becoming more diverse. Oregon's Black, Asian, and Hispanic populations all grew at a signficantly faster rate than the majority White, Non-Hispanic population. However, at the beginning of a new century, the rapid growth in Oregon's economy is beginning to stabilize. Growth in jobs, wages, and profits are all slowing down. This slowdown is expected to reduce Oregon's rate of growth in both personal and corporate income taxes. With the Asian financial crisis in the past, exports in high technology, timber, and agricultural products should improve. However, factors could hinder Oregon's economy: a recession or inflation; a downturn in global economies, particularly in major export markets like Japan or Korea; a dramatic rise in energy prices; or a stock market crash. Also, changes in demographics could affect Oregon's public services. Children under the age of five and school age populations are growing more slowly than in the 1990s. Their growth will continue to slow as the baby-boomers children exit this age group. Young adults aged 18-24 years, who comprise the "baby-boom echo," will continue to grow. And while Oregon's elderly population has slowed in recent years, those over age 65 have more than tripled since 1950. In particular, growth for those ages 75 years and older is expected to rise. Each of the populations consume a range of State services--from day care, to educational services, to health care. Several factors linked to the economy have the potential to increase or reduce the funds available to the Legislative Assembly for this State budget. Therefore, quarterly economic forecasts made during the legislative session may be especially important to State budgeting. Among the factors in uncertainty are: o State economy. In the short run, Oregon's economy will grow slowly through 2001, and is projected to gain strength as it reaches the end of the 2001-03 biennium. The long-term outlook for the next five years calls for slow to moderate growth. 31 o National economy. Like Oregon, the U.S. economy is expected to slow significantly in 2001, and then accelerate in 2002 and 2003. While the stock market correction in April of 1999 did not lead to a market crash, the risk of a further correction still exists. This potential correction, along with rising energy prices, are the largest risks to the national economy. o Asian economies. It appears that Asian economies have recovered from the financial crisis of the last decade. Asia's economic well-being is important to Oregon because their economies significantly affect our own. They import a range of products produced in Oregon, including timber, and agricultural, and high technology products. o Special tax refunds. A special refund could cause some uncertainty. The current revenue forecast anticipates a two percent surplus Kicker refund for personal income taxpayers to be paid out in 2001 on tax year 2000 liability. Corporate Kicker refunds are anticipated and will be credited in the 2001-03 biennium. o Ballot Measure impacts. Ballot Measure 88 raises the maximum deduction of federal income taxes that may be deducted on Oregon income tax returns. It raises the maximum deduction allowed from $3,000 to $5,000 effective January 1, 2002. This change is anticipated to reduce revenue collections by $159.2 million in the 2001-03 biennium. BUDGET PROCESS. As mandated under State law, the Governor Budget is required to balance and rely only on the revenues predicted under current laws. In addition, the budget also proposes plans to meet the challenges we face in education, early childhood development, health care and rural and community infrastructure needs. These issues are addressed without new or increased taxes. The budget process is an ongoing one. State agencies continually gather information on performance and outcomes in order to engage in a meaningful planning process with their stakeholders. Agency information is then submitted to the Governor. He reviews the information presented by all agencies and then crafts a budget recommendation for consideration by the Legislative Assembly. These agency requests generally include: o Funding to continue the services provided under current laws. The costs are adjusted for estimated inflation and caseloads. o Funding for any proposed new or expanded services. o Suggestions on what services are no longer needed and what to cut if State funds prove insufficient. The State economist forecasts how much the State will have under current laws to fund the State budget. The total agency requests always equal more than forecast State funding could cover. Therefore, the Governor must decide what increases and decreases he will recommend to stay within available funds. He may propose new funding, shifts in funding, or cuts in some programs so the State can pay for other needs. The Governor's Recommended Budget sets a balanced plan for State funding priorities. The Legislature evaluates the Governor's Recommended Budget and hears public testimony for and against each part of the proposed plan. The Legislature then deliberates to a final budget that it enacts as a series of laws. Those laws then control State spending for the next two years. STATE RESOURCES. The State uses money from five sources to pay for State services. The sources are grouped as General Fund, Other Funds (including Lottery), and Federal Funds. Property taxes are not a source that funds the State budget. They are the main source of funding for cities, counties, and some special districts. They are also the second largest source of local school funding. The General Fund covers only 33 percent of what is spent in the State budget. However, it is the money that the Legislature can apply anywhere it is needed. The General Fund comes largely from our income taxes-- about 85 percent from personal income tax and eight percent from corporate income tax. The rest comes from the insurance premium tax, gift and inheritance tax, cigarette tax, liquor tax, other minor sources, and the Fund's investment earnings. General Fund resources are estimated at $11.1 billion for 2001-03. Other Funds account for about 46 percent of what is spent in the State budget. Other Funds are mostly monies dedicated to certain purposes. They include some taxes, chiefly those related to highway use, employment, and forests. They include State licensing fees. Other Funds also include the State's business-like incomes. Examples include tuition and other fees for services, inmate workforce products, and many funds related to loans or bonds. 32 Federal Funds cover about 19 percent of what is spent in the State budget. The federal government limits the State's choices about where and how Federal Funds may be used. Most federal funding has specific conditions, such as requiring the State to keep certain service levels, or providing matching funds. Lottery Funds account for a little less than two percent of total State spending. The forecast for Lottery Funds in the 2001-03 budget period is slightly higher than that for the previous biennium. Several reasons account for this increase. First, the beginning balance for 2001-03 is forecast to be slightly higher than that available for 1999-2001. Second, the Lottery is retaining gaming revenues above the 1999-2001 Close of Session (COS) forecast in a Lottery Contingency Fund for the purchase of new video terminals. Total transfers to the Economic Development Fund, therefore, will remain at the COS level of $580.4 million for the 1999-2001 biennium. No such agreement exists for the 2001-03 budget period. Third, Lottery will transfer $15 million related to administrative actions during the 2001-03 budget period. Although the total amount of Lottery Funds will increase slightly, the amount available for allocation will be lower. Increasing amounts of Lottery Funds are spent on dedicated distributions. These dedicated distributions include amounts for Sports Action, county economic development, the Education Endowment Fund, the Parks and Natural Resources Fund, as well as funds dedicated for debt service and gambling addiction allocations. In November of 1998 a national settlement agreement was reached between the tobacco industry and 46 States including Oregon. The November 1998 agreement, known as the Master Settlement Agreement (MSA), represented the largest financial recovery in the nation's history. It requires the tobacco industry to make payments to the States in perpetuity. Oregon's share of the payments through the year 2025 are an estimated $2.2 billion. Oregon has received $92.7 million in MSA payments as of November 1, 2000. The Governor's Recommended Budget for 2001-03 proposes the following uses of Oregon tobacco settlement payments expected to be received through 2001-03: o $110.0 million--K-12 School Improvement Fund o $ 10.0 million--Bio-science Research Facility at Oregon Health Sciences University o $ 22.0 million--Family Health Insurance Assistance Program subsidies o $ 7.0 million--Department of Human Resources, Health Division programs o $100.0 million--Health Care Trust Account o $ 99.2 million--General Fund DEBT ADMINISTRATION AND LIMITATION. Oregon statutes give the State Treasurer authority to review and approve the terms and conditions of sale for State agency bonds. The Governor, by statute, seeks the advice of the State Treasurer when recommending the total biennial bonding level for State programs. Agencies may not request that the Treasurer issue bonds or certificates of requirements for State agencies on proposed and outstanding debt. Statutes contain management and reporting requirements for State agencies on proposed and outstanding debt. A variety of general obligation and revenue bond programs have been approved in Oregon to finance public purpose programs and projects. General obligation bond authority requires voter approval or a constitutional amendment, while revenue bonds may be issued under statutory authority. However, under the Oregon Constitution the State may issue up to $50,000 of general obligation debt without specific voter approval. The State Legislative Assembly has the right to place limits on general obligation bond programs which are more restrictive than those approved by the voters. General obligation authorizations are normally expressed as a percentage of Statewide True Cash Value ("TCV") of taxable property. Revenue bonds usually are limited by the Legislative Assembly to a specific dollar amount. The State's constitution authorizes the issuance of general obligation bonds for financing community colleges, highway construction, and pollution control facilities. Higher education institutions and activities and community colleges are financed through an appropriation from the General Fund. Facilities acquired under the pollution control program are required to conservatively appear to be at least 70 percent self-supporting and self-liquidating from revenues, gifts, federal government grants, user charges, assessments, and other fees. 33 Additionally, the State's constitution authorizes the issuance of general obligation bonds to make farm and home loans to veterans, provide loans for State residents to construct water development projects, provide credit for multi-family housing for elderly and disabled persons, and for small scale local energy projects. These bonds are self-supporting and are accounted for as enterprise funds. Certain provisions of the Water Resources general obligation bond indenture conflict with State statutes. Upon the advice of the Attorney General, the method of handling investment interest is in compliance with the statutes rather than the bond indenture. Currently there is litigation pending against the State concerning this treatment of the investment interest. The State's constitution further authorizes the issuance of general obligation bonds for financing higher education building projects, facilities, institutions, and activities. In addition to general obligation and direct revenue bonds, the State of Oregon issues industrial development revenue bonds ("IDBs"), Oregon Mass Transportation Financing Authority revenue bonds and Health, Housing, Educational and Cultural Facilities Authority ("HHECFA") revenue bonds. The IDBs are issued to finance the expansion, enhancement or relocation of private industry in the State. Before such bonds are issued, the project application must be reviewed and approved by both the Oregon State Treasury and the Oregon Economic Development Commission. Strict guidelines for eligibility have been developed to ensure that the program meets a clearly defined development objective. IDBs issued by the State are secured solely by payments from the private company and there is no obligation, either actual or implied, to provide State funds to secure the bonds. The Oregon Mass Transportation Financing Authority ("OMTFA") reviews financing requests from local mass transit districts and may authorize issuance of revenue bonds to finance eligible projects. The State has no financial obligation for these bonds, which are secured solely by payments from local transit districts. The State is statutorily authorized to enter into financing agreements through the issuance of certificates of participation. Certificates of participation have been used for the acquisition of computer systems by the Department of Transportation, Department of Administrative Services, and the Department of Higher Education. Also, certificates of participation have been used for the acquisition or construction of buildings by the Department of Administrative Services, Department of Fish and Wildlife, Department of Corrections, State Police, and Department of Higher Education. Further, certificates of participation were used in the acquisition of telecommunication systems by the Department of Administrative Services and the Adult & Family Services Division. HHECFA is a public corporation created in 1989, and modified in 1991, to assist with the assembling and financing of lands for health care, housing, educational and cultural uses and for the construction and financing of facilities for such uses. The Authority reviews proposed projects and makes recommendations to the State Treasurer as to the issuance of bonds to finance proposed projects. The State has no financial obligation for these bonds, which are secured solely by payments from the entities for which the projects were financed. The Treasurer on behalf of the State may also issue federally taxable bonds in those situations where securing a federal tax exemption is unlikely or undesirable; regulate "current" as well as "advance" refunding bonds; enter into financing agreements, including lease purchase agreements, installment sales agreements and loan agreements to finance real or personal property and approve certificates of participation with respect to the financing agreements. Amounts payable by the State under a financing agreement are limited to funds appropriated or otherwise made available by the Legislative Assembly for such payment. The principal amount of such financing agreements are treated as bonds subject to maximum annual bonding levels established by the Legislative Assembly under Oregon statute. CFTC INFORMATION The Commodity Futures Trading Commission (the "CFTC"), a federal agency, regulates trading activity pursuant to the Commodity Exchange Act, as amended. The CFTC requires the registration of "commodity pool operators," which are defined as any person engaged in a business which is of the nature of an investment trust, syndicate or a similar form of enterprise, and who, in connection therewith, solicits, accepts or receives from others funds, securities or property for the purpose of trading in a commodity for future delivery on or subject to the rules of any contract market. The CFTC has adopted Rule 4.5, which provides an exclusion from the definition of commodity pool operator for any registered investment company which (i) will use commodity futures or commodity options contracts solely for bona fide hedging purposes (provided, however, that in the alternative, with respect to each long position in a commodity future or commodity option contract, an investment company may meet certain other tests set forth in Rule 4.5); (ii) will not enter into commodity futures and commodity options contracts for which the aggregate initial margin and premiums exceed 5% of its assets; (iii) will not be marketed to the public as a commodity pool or as a 34 vehicle for investing in commodity interests; (iv) will disclose to its investors the purposes of and limitations on its commodity interest trading; and (v) will submit to special calls of the CFTC for information. Any investment company desiring to claim this exclusion must file a notice of eligibility with both the CFTC and the National Futures Association. FAIF has made such notice filings with respect to those Funds which may invest in commodity futures or commodity options contracts. INVESTMENT RESTRICTIONS In addition to the investment objectives and policies set forth in the Prospectus 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 6 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, i.e., by the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund. None of the Funds will: 1. Concentrate its investments in a particular industry, except that each 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, and state or municipal governments and their political subdivisions are not considered members of any industry. Whether a 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. Purchase physical commodities or contracts relating to physical commodities. 4. 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. 5. 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. 6. Make loans except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction. The following 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 except that Strategic Income Fund may borrow up to one-third of its total assets and pledge up to 15% of its total assets to secure such borrowings. 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. 35 4. Lend portfolio securities representing in excess of one-third of the value of its total assets. - ----------------------------------- * According to the present interpretation by the Securities and Exchange Commission, 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 Board of Directors has adopted guidelines and procedures under which the Funds' investment advisor is to determine whether the following types of securities which may be held by certain Funds are "liquid" and to report to the Board concerning its determinations: (i) securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933; (ii) commercial paper issued in reliance on the "private placement" exemption from registration under Section 4(2) of the Securities Act of 1933, whether or not it is eligible for resale pursuant to Rule 144A; (iii) interest-only and principal-only, inverse floaters 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. For determining compliance with its investment restriction relating to industry concentration, each 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. FUND NAMES With respect to any Fund that has adopted an investment strategy pursuant to Rule 35d-1 of the 1940 Act, whereby at least 80% of the Fund's net assets (plus the amount of any borrowings for investment purposes) must be invested in a strategy suggested by the Fund's name, a policy has been adopted by the Funds to provide shareholders with at least 60 days notice in the event of a planned change to the investment strategy. Such notice to shareholders will meet the requirements of Rule 35d-1(c). PORTFOLIO TURNOVER Small Cap Core Fund, Small Cap Index Fund, Science & Technology Fund, and Technology Fund have each experienced significant increases in their rates of portfolio turnover over the two most recently completed fiscal years. o Small Cap Core Fund's portfolio turnover rate increased from 91% to 204%, respectively, for the fiscal periods ended October 31, 2000 and September 30, 2001. This variation is attributable primarily to the general volatility of small cap stocks over the past year. These factors have led to increased buying and selling opportunities for the Funds. o Small Cap Index Fund's portfolio turnover rate increased from 32% to 102%, respectively, for the fiscal periods ended October 31, 2000 and September 30, 2001. This variation is attributable primarily to the fact that the Fund changed the index to which it attempts to match its performance. Currently, the Fund's objective is to provide investment results that correspond to the performance of the Russell 2000 Index. Previously, the Fund attempted to replicate the performance of the S&P SmallCap 600 Index. o Science & Technology Fund's portfolio turnover rate increased from 85% to 146%, respectively, for the fiscal periods ended October 31, 2000 and September 30, 2001 and Technology Fund's portfolio turnover rate increased from 195% to 269%, respectively, for the fiscal years ended September 30, 2000 and September 30, 2001. For both Funds, this variation is attributable primarily to the volatility of the technology sector, especially prevalent during periods of economic recession. 36 DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of FAIF are listed below, together with their business addresses and their principal occupations during the past five years. The Board of Directors is generally responsible for the overall operation and management of FAIF. Directors who are "interested persons" (as that term is defined in the 1940 Act) of FAIF are identified with an asterisk. DIRECTORS Robert J. Dayton, 5140 Wells Fargo Center, Minneapolis, Minnesota 55402: Director of FAF since December 1994, of FAIF since September 1994, of FASF since June 1996, and of FAIP since August 1999; Retired Chief Executive Officer, Okabena Company, a private family financial services office; Chairman, Okabena Company Board (1989-present); Chief Executive Officer, Okabena Company (1993-June 2001). Age: 59. Roger A. Gibson, 1020 15th Street, Suite 41A, Denver, Colorado 80202: Director of FAF, FAIF and FASF since October 1997, and of FAIP since August 1999; Vice President and Chief Operating Officer, United Airlines World Wide Cargo Operations, since July 2001; Vice President, North America-Mountain Region for United Airlines (1995-2001). Age: 55. Andrew M. Hunter III, 537 Harrington Road, Wayzata, Minnesota 55391: Director of FAIF, FAF and FASF since January 1997, and of FAIP since August 1999; Chairman, Hunter, Keith Industries, a diversified manufacturing and services management company, since 1975. Age: 54. Leonard W. Kedrowski, 16 Dellwood Avenue, Dellwood, Minnesota 55110: Director of FAF and FAIF since November 1993, of FASF since July 1996, and of FAIP since August 1999; Owner, Executive and Management Consulting, Inc., a management consulting firm, since 1992; Chief Executive Officer, Creative Promotions International, LLC, a promotional award programs and products company, since 1999; Board member, GC McGuiggan Corporation (DBA Smyth Companies), manufacturer of designer doors; acted as CEO of Graphics Unlimited from 1996-1998. Age: 60. * John M. Murphy, Jr., 601 Second Avenue South, Minneapolis, Minnesota 55402: Director of FAIF, FAF and FASF since June 1999, and of FAIP since August 1999; Chairman and Chief Investment Officer, First American Asset Management and U.S. Bank Trust, N.A., and Executive Vice President, U.S. Bancorp (1991-1999); Executive Vice President, U.S. Bancorp since January 1999; Chairman Minnesota - U.S. Bancorp since 2000. Age: 60. Richard K. Riederer, 741 Chestnut Road, Sewickley, Pennsylvania 15143: Director of FAF, FAIF, FASF and FAIP since August 2001; Retired; President and Chief Executive Officer, Weirton Steel (1995-2001); Director, Weirton Steel (1993-2001); Executive Vice President and Chief Financial Officer, Weirton Steel, (1994-1995); Vice President of Finance and Chief Financial Officer, Weirton Steel (1989-1994). Age: 57. Joseph D. Strauss, 8525 Edinbrook Crossing, Suite 5, Brooklyn Park, Minnesota 55443: Director of FAF since 1984, of FAIF since April 1991, of FASF since June 1996, and of FAIP since August 1999; Chairman of FAF's and FAIF's Boards from 1993 to September 1997 and of FASF's Board from June 1996 to September 1997; President of FAF and FAIF from June 1989 to November 1989; Owner and Executive Officer, ExcensusTM LLC, a consulting firm, since 2001; Owner and President, Strauss Management Company, since 1993; Owner, Chairman and Chief Executive Officer, Community Resource Partnerships, Inc., a strategic planning, operations management, government relations, transportation planning and public relations organization, since 1993; attorney at law. Age: 61. Virginia L. Stringer, 712 Linwood Avenue, St. Paul, Minnesota 55105: Chair of FAIF's, FAF's and FASF's Boards since September 1997, and of FAIP's Board since 1999; Director of FAIF since August 1987, of FAF since April 1991, of FASF since June 1996, and of FAIP since August 1999; Owner and President, Strategic Management Resources, Inc., since 1993; Executive Consultant for State Farm Insurance Company since 1997; formerly President 37 and Director, The Inventure Group, a management consulting and training company; President, Scott's, Inc., a transportation company, and Vice President of Human Resources, The Pillsbury Company. Age: 57. James M. Wade, 2802 Wind Bluff Circle, Wilmington, North Carolina 28409: Director of FAIF, FAF, FASF and FAIP since August 2001; Owner and President, Jim Wade Homes, a homebuilding company, since 1999; Vice President and Chief Financial Officer, Johnson Controls, Inc., a controls manufacturing company (1987-1991). Age: 58. EXECUTIVE OFFICERS Thomas S. Schreier, Jr., U.S. Bancorp Asset Management, Inc., 800 Nicollet Mall, Minneapolis, Minnesota 55402; President of FAIF, FAF, FASF, and FAIP since February 28, 2001; Chief Executive Officer of U.S. Bancorp Asset Management, Inc. since May 2001; Chief Executive Officer of First American Asset Management from December 2000 through May 2001 and of Firstar Investment & Research Management Company from February 2001 through May 2001; Senior Managing Director and Head of Equity Research of U.S. Bancorp Piper Jaffray through December 2000; Senior Airline Analyst and Director of Equity Research of Credit Suisse First Boston through 1998. Age: 39. Mark S. Jordahl, U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, Minnesota 55402; Vice President - Investments, FAIF, FAF, FASF and FAIP since September 19, 2001; Chief Investment Officer of U.S. Bancorp Asset Management, Inc. since September 2001; President and Chief Investment Officer, ING Investment Management - Americas (September 2000 to present); Senior Vice President and Chief Investment Officer, ReliaStar Financial Corp. (January 1998 to September 2000); Executive Vice President and Managing Director, Washington Square Advisers (January 1996 to December 1997); Senior Vice President, Private Placements, Washington Square Capital, Inc. (January 1992 to January 1996). Age: 41. Peter O. Torvik, U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, Minnesota 55402; Vice President - Marketing of FAIF, FAF, FASF and FAIP since September 20, 2000; Executive Vice President of U.S. Bancorp Asset Management since May 2001; Executive Vice President of First American Asset Management from February 2001 through May 2001; President and partner of DPG Group, a Florida-based partnership engaged in affinity marketing through 2000. Age: 47. Jeffery M. Wilson, U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, Minnesota 55402; Vice President - Administration of FAIF, FAF, FASF and FAIP since March 11, 2000; Senior Vice President of U.S. Bancorp Asset Management since May 2001; Senior Vice President of First American Asset Management through May 2001. Age: 45. Robert H. Nelson, U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, Minnesota 55402; Treasurer of FAIF, FAF, FASF and FAIP since March 11, 2000; Senior Vice President of U.S. Bancorp Asset Management since May 2001; Senior Vice President of First American Asset Management from 1998 through May 2001 and of Firstar Investment & Research Management Company from February 2001 through May 2001; Senior Vice President of Piper Capital Management Inc. through 1998. Age: 38. James L. Chosy, U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall, Minneapolis, Minnesota 55402; Secretary of FAIF, FAF, FASF and FAIP since February 2001; Associate General Counsel of U.S. Bancorp since 1996. Age: 38. Michael J. Radmer, 50 South Sixth Street, Suite 1500, Minneapolis, Minnesota 55402; Assistant Secretary of FAIF, FAF, FASF and FAIP since March 2000; Partner, Dorsey & Whitney LLP, a Minneapolis-based law firm and general counsel of FAIF, FAF and FASF. Age: 56. James D. Alt, 50 South Sixth Street, Suite 1500, Minneapolis, Minnesota 55402; Assistant Secretary of FAF, FAIF and FASF since September 1998, and of FAIP since September 1999; Partner, Dorsey & Whitney LLP, a Minneapolis- based law firm. Age: 50. 38 Kathleen L. Prudhomme, 50 South Sixth Street, Suite 1500, Minneapolis, Minnesota 55402; Assistant Secretary of FAF, FAIF and FASF since September 1998, and of FAIP since September 1999; Partner, Dorsey & Whitney LLP, a Minneapolis- based law firm. Age: 48. Douglas G. Hess, 612 E. Michigan Street, Milwaukee, WI 53202; Assistant Secretary for FAIF, FAF, FASF and FAIP since September 19, 2001; Assistant Vice President, Fund Compliance Administrator, U.S. Bancorp Fund Services, LLC (FKA Firstar Mutual Fund Services, LLC) since March 1997. Age: 34. COMPENSATION The First American Family of Funds, which includes FAIF, FAF, FASF, FAIP and the FACEF, currently pays only to directors of the funds who are not paid employees or affiliates of the funds, a fee of $27,000 per year ($40,500 in the case of the Chair) plus $4,000 ($6,000 in the case of the Chair) per meeting of the Board attended and $1,200 per committee meeting attended ($1,800 in the case of a committee chair) and reimburses travel expenses of directors and officers to attend Board meetings. In the event of telephonic Board or committee meetings, each director receives a fee of $500 per Board or committee meeting ($750 in the case of the Chair or committee chair). In addition, directors may receive a per diem fee of $1,500 per day, plus travel expenses when directors travel out of town on Fund business. However, directors do not receive the $1,500 per diem amount plus the foregoing Board or committee fee for an out-of-town committee or Board meeting but instead receive the greater of the total per diem fee or meeting fee. Legal fees and expenses are also paid to Dorsey & Whitney LLP, the law firm of which Michael J. Radmer, James D. Alt, and Kathleen L. Prudhomme, Assistant Secretaries of FAIF, FAF, FASF, FAIP and FACEF, are partners. The following table sets forth information concerning aggregate compensation paid to each director of FAIF (i) by FAIF (column 2), and (ii) by FAIF, FAF, FASF, FAIP and FACEF collectively (column 5) during the fiscal year ended September 30, 2001. No executive officer or affiliated person of FAIF received any compensation from FAIF in excess of $60,000 during such fiscal year: (1) (2) (3) (4) (5) NAME OF PERSON, POSITION AGGREGATE PENSION OR ESTIMATED ANNUAL TOTAL COMPENSATION COMPENSATION RETIREMENT BENEFITS UPON FROM REGISTRANT AND FROM REGISTRANT(1) BENEFITS ACCRUED RETIREMENT FUND COMPLEX PAID AS PART OF FUND TO DIRECTORS(2) EXPENSES Robert J. Dayton, Director $23,146 -0- -0- $63,600 Andrew S. Duff, Director (3, 4, 5) N/A N/A N/A N/A Roger A. Gibson, Director 20,713 -0- -0- 60,600 Andrew M. Hunter III, Director 20,953 -0- -0- 65,550 Leonard W. Kedrowski, Director 24,725 -0- -0- 76,150 Robert L. Spies, Director (3) 23,352 -0- -0- 66,350 John M. Murphy, Jr., Director (4) N/A N/A N/A N/A Richard K. Riederer, Director (3) 2,821 -0- -0- 7,750 Joseph D. Strauss, Director 27,448 -0- -0- 77,300 Virginia L. Stringer, Director 30,430 -0- -0- 92,300 James M. Wade, Director (3) 3,002 -0- -0- 8,250 - ---------------------------- (1) Included in the Aggregate Compensation From Registrant under column 2 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, $9,685.24; Andrew M. Hunter III, $20,953; Leonard W. Kedrowski, $21,568; Robert L. Spies, $5,738; Joseph D. Strauss, $4,942; and Virginia L. Stringer, $22,815. (2) Deferred compensation is included in the Total Compensation under column 5 for the following directors: Roger A. Gibson, $30,300; Andrew M. Hunter III, $65,550; Leonard W. Kedrowski, $67,475; Robert L. Spies, $17,950; Joseph D. Strauss, $15,460; and Virginia L. Stringer, $71,375. (3) Robert L. Spies did not stand for re-election at the August 30, 2001 shareholder meeting. At that same meeting, Andrew S. Duff, Richard K. Riederer and James M. Wade were elected to the Board of Directors. (4) As "interested persons," Andrew S. Duff and John M. Murphy do not receive compensation from FAIF, FAF, FASF, FAIP or FACEF for their position on the Board of Directors. (5) Andrew S. Duff resigned from the Board of Directors on December 5, 2001. 39 The directors may elect to defer payment of up to 100% of the fees they receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the Plan, a director may elect to have his or her deferred fees treated as if they had been invested in the shares of one or more funds and the amount paid to the director under the Plan will be determined based on the performance of such investments. Distributions may be taken in a lump sum or over a period years. The Plan will remain unfunded for federal income tax purposes under the Internal Revenue Code of 1986, as amended. Deferral of director fees in accordance with the Plan will have a negligible impact on fund assets and liabilities and will not obligate the funds to retain any director or pay any particular level of compensation. CODE OF ETHICS First American Investment Funds, Inc., U.S. Bancorp Asset Management, Inc., Marvin & Palmer Associates, Inc., Federated Global Investment Management Corp., Clay Finlay Inc. 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 Funds. These Codes of Ethics are on public file with, and are available from, the Securities and Exchange Commission. INVESTMENT ADVISORY AND OTHER SERVICES FOR THE FUNDS INVESTMENT ADVISOR U.S. Bancorp Asset Management, Inc. (the "Advisor") (FKA U.S. Bancorp Piper Jaffray Asset Management, Inc.), 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, 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, in turn, 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 operates four banks and eleven trust companies with banking offices in twenty-four contiguous states. U.S. Bancorp also has various other subsidiaries engaged in financial services. At September 30, 2001, U.S. Bancorp and its consolidated subsidiaries had consolidated assets of approximately $167.8 billion, consolidated deposits of $103.8 billion and shareholders' equity of $16.8 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 the Fund's average daily net assets (before any waivers), as set forth in the table below: GROSS ADVISORY FEE EFFECTIVE GROSS ADVISORY FEE PRIOR TO NAME OF FUND OCTOBER 1, 2001 OCTOBER 1, 2001 Balanced Fund 0.65% 0.65% Capital Growth Fund 0.65 0.65 Equity Income Fund 0.65 0.70 Growth & Income Fund 0.65 0.65 Large Cap Core Fund 0.65 0.65 Large Cap Growth Fund 0.65 0.70 Large Cap Value Fund 0.65 0.70 Relative Value Fund 0.65 0.65 Equity Index Fund 0.25 0.70 Mid Cap Index Fund 0.25 0.70 Small Cap Index Fund 0.40 0.40 Micro Cap Fund 1.40 1.40 Mid Cap Core Fund 0.70 0.70 Mid Cap Growth Fund 0.70 0.70 Mid Cap Value Fund 0.70 0.70 Small Cap Core Fund 0.70 0.70 Small Cap Growth Fund 0.70 0.70 Small Cap Value Fund 0.70 0.70 Emerging Markets Fund 1.15 0.70 40 International Fund 1.10 1.10 Health Sciences Fund 0.70 0.70 Real Estate Securities Fund 0.70 0.70 Science & Technology Fund 0.70 0.70 Technology Fund 0.70 0.70 Bond IMMDEX Fund 0.30 0.30 Corporate Bond Fund 0.70 0.70 Fixed Income Fund 0.50 0.70 High Yield Bond Fund 0.70 0.70 Intermediate Term Bond Fund 0.50 0.50 Short Term Bond Fund 0.50 0.70 Strategic Income Fund 0.70 0.70 U.S. Government Securities Fund 0.50 0.50 Arizona Tax Free Fund 0.50 0.70 California Intermediate Tax Free Fund 0.50 0.70 California Tax Free Fund 0.50 0.70 Colorado Intermediate Tax Free Fund 0.50 0.70 Colorado Tax Free Fund 0.50 0.70 Intermediate Tax Free Fund 0.50 0.70 Minnesota Intermediate Tax Free Fund 0.50 0.70 Minnesota Tax Free Fund 0.50 0.70 Missouri Tax Free Fund 0.50 0.50 Nebraska Tax Free Fund 0.50 0.70 Oregon Intermediate Tax Free Fund 0.50 0.70 Tax Free Fund 0.50 0.50 On February 8, 2001, Firstar Investment Research & Management Co., a Wisconsin limited liability company ("FIRMCO"), became affiliated with FAAM when its parent corporation, Firstar Corporation merged with U.S. Bancorp. On May 2, 2001, FAAM and FIRMCO combined operations to form the Advisor, and assigned to the Advisor all related advisory agreements. Prior to May 2, 2001, the Equity Funds (except for Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, Relative Value Fund, Mid Cap Index Fund, Small Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund and Science & Technology Fund), the Bond Funds (except Bond IMMDEX Fund and U.S. Government Securities Fund), and the Tax Free Funds (except Missouri Tax Free Fund), were advised by, and paid fees to, FAAM. Prior to May 2, 2001, Mid Cap Index Fund (successor by merger to Firstar MidCap Index Fund), Small Cap Index Fund (successor by merger to Firstar Small Cap Index Fund), Science & Technology Fund (successor by merger to Firstar Science & Technology Fund), International Fund (successor by merger to Firstar International Growth Fund), Micro Cap Fund (successor by merger to Firstar MicroCap Fund), Mid Cap Core Fund (successor by merger to Firstar MidCap Core Equity Fund), Small Cap Core Fund (successor by merger to Firstar Small Cap Core Equity Fund), Capital Growth Fund (successor by merger to Firstar Large Cap Growth Fund), Relative Value Fund (successor by merger to Firstar Relative Value Fund), Large Cap Core Fund (successor by merger to Firstar Large Cap Core Equity Fund), Growth & Income Fund (successor by merger to Firstar Growth & Income Fund), Bond IMMDEX Fund (successor by merger to Firstar Bond IMMDEX Fund), U.S. Government Securities Fund (successor by merger to Firstar U.S. Government Securities Fund), and Missouri Tax Free Fund (successor by merger to Firstar Missouri Tax Exempt Bond Fund), were advised by, and paid fees to, FIRMCO. On November 27, 2000, the Firstar U.S. Government Securities Fund, International Growth Fund, and Small Cap Core Equity Fund became the successors by merger to the Mercantile U.S. Government Securities Portfolio, International Equity Portfolio and Small Cap Equity Portfolio, respectively. On December 11, 2000, the Firstar Missouri Tax Exempt Bond Fund and Small Cap Index Fund became the successors by merger to the Mercantile Missouri Tax-Exempt Bond Portfolio and Small Cap Equity Index Portfolio, respectively. Prior to March 1, 2000, investment advisory services for the Mercantile Funds were provided by Mississippi Valley Advisors, Inc. ("MVA"), an indirect wholly-owned subsidiary of Mercantile Bancorporation, Inc. On December 11, 2000, the Firstar Science & Technology Fund, Large Cap Growth Fund, and Relative Value Fund became the sucessors by merger to the Firstar Stellar Science & Technology Fund, Growth Equity Fund, and Relative Value Fund, respectively. Prior to April 1, 2000, investment advisory services for the Firstar Stellar Funds were provided by the Capital Management Division of Firstar Bank National Association ("Capital Management"), a subsidiary of Firstar Corporation. 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 41 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, and accounting agent, 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. 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 a Fund may suffer due to a breach of the Advisory Agreement by the Advisor. The Advisor has agreed to a contractual fee waiver for each of the Funds through September 30, 2002. This waiver is set forth in the Funds' Prospectuses. Additionally, the Advisor may, at its option, waive any or all of its fees, or reimburse expenses, with respect to any Fund from time to time. Any such waiver or reimbursement is voluntary and may be discontinued at any time. The Advisor also may absorb or reimburse expenses of the Funds from time to time, in its discretion, while retaining the ability to be reimbursed by the 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 the contractual fee caps to which the Advisor has agreed through September 30, 2002 for each of the Funds' share classes. These expense limits on the annual operating expenses of the share classes within each Fund may be terminated at any time after September 30, 2002 upon prior notice to FAIF's Board of Directors. CONTRACTUAL FEE CAPS, OCTOBER 1, 2001 - SEPTEMBER 30, 2002 CLASS A CLASS B CLASS C CLASS S CLASS Y Balanced Fund 1.05% 1.80% 1.80% 1.05% 0.80% Capital Growth Fund 1.15 1.90 1.90 1.15 0.90 Equity Income Fund 1.15 1.90 1.90 1.15 0.90 Growth & Income Fund 1.15 1.90 1.90 1.15 0.90 Large Cap Core Fund 1.15 1.90 1.90 1.15 0.90 Large Cap Growth Fund 1.15 1.90 1.90 1.15 0.90 Large Cap Value Fund 1.15 1.90 1.90 1.15 0.90 Relative Value Fund 1.15 1.90 1.90 1.15 0.90 Equity Index Fund 0.62 1.37 1.37 0.62 0.37 Mid Cap Index Fund 0.75 1.50 1.50 0.75 0.50 Small Cap Index Fund 0.93 1.68 1.68 0.93 0.68 Micro Cap Fund 1.93 2.68 2.68 1.93 1.68 Mid Cap Core Fund 1.20 1.95 1.95 1.20 0.95 Mid Cap Growth Fund 1.20 1.95 1.95 1.20 0.95 Mid Cap Value Fund 1.20 1.95 1.95 1.20 0.95 Small Cap Core 1.21 1.96 1.96 1.21 0.96 Small Cap Growth Fund 1.23 1.98 1.98 1.23 0.98 Small Cap Value Fund 1.23 1.98 1.98 1.23 0.98 Emerging Markets Fund 1.70 2.45 2.45 1.70 1.45 International Fund 1.60 2.35 2.35 1.60 1.35 Health Sciences Fund 1.23 1.98 1.98 1.23 0.98 Real Estate Securities Fund 1.23 1.98 1.98 1.23 0.98 Science & Technology Fund 1.23 1.98 1.98 1.23 0.98 Technology Fund 1.23 1.98 1.98 1.23 0.98 Bond IMMDEX Fund 0.73 1.48 1.48 0.73 0.48 Corporate Bond Fund 1.00 1.75 1.75 1.00 0.75 Fixed Income Fund 0.95 1.70 1.70 0.95 0.70 High Yield Bond Fund 1.23 1.98 1.98 1.23 0.98 42 Intermediate Term Bond Fund 0.75 NA NA 0.75 0.60 Short Term Bond Fund 0.75 NA NA 0.75 0.60 Strategic Income Fund 1.20 1.95 1.95 1.20 0.95 U.S. Government Securities Fund 0.95 1.70 1.70 0.95 0.70 Arizona Tax Free Fund 0.75 NA 1.15 NA 0.50 California Intermediate Tax Free Fund 0.85 NA NA NA 0.70 California Tax Free Fund 0.75 NA 1.15 NA 0.50 Colorado Intermediate Tax Free Fund 0.85 NA NA NA 0.70 Colorado Tax Free Fund 0.75 NA 1.15 NA 0.50 Intermediate Tax Free Fund 0.85 NA NA NA 0.70 Minnesota Intermediate Tax Free Fund 0.85 NA NA NA 0.70 Minnesota Tax Free Fund 0.95 NA 1.35 NA 0.70 Missouri Tax Free Fund 0.95 NA 1.35 NA 0.70 Nebraska Tax Free Fund 0.75 NA 1.15 NA 0.50 Oregon Intermediate Tax Free Fund 0.85 NA NA NA 0.70 Tax Free Fund 0.95 NA 1.35 NA 0.70 The following table sets forth total advisory fees before waivers and after waivers for each of the Funds for the fiscal years/periods ended September 30, 1999, September 30, 2000 and September 30, 2001 (unless a different fiscal year/period is indicated in note (1) below): FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 1999(1) SEPTEMBER 30, 2000(1) SEPTEMBER 30, 2001 ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS AFTER WAIVERS Balanced Fund(2) $1,952,603 $1,796,430 $1,879,282 $1,734,918 $1,873,731 $1,707,103 Capital Growth Fund(2) 1,781,768 1,781,768 2,271,505 2,271,505 2,261,044 1,957,638 Equity Income Fund 2,834,648 2,308,494 2,354,420 1,874,263 2,084,988 1,626,650 Growth & Income Fund 5,586,780 5,581,009 5,335,470 5,294,525 5,763,080 5,542,266 Large Cap Core Fund 2,381,414 2,378,404 2,835,795 2,813,264 2,898,939 2,730,259 Large Cap Growth Fund 6,862,041 6,000,262 8,886,280 7,813,499 6,988,876 6,064,258 Large Cap Value Fund 11,515,418 9,940,990 10,257,162 8,700,104 9,205,397 7,908,712 Relative Value Fund(2) 3,788,262 3,788,262 3,692,344 3,692,344 3,331,527 3,283,965 Equity Index Fund 10,005,115 2,309,440 11,687,402 2,720,425 10,651,265 2,490,967 Mid Cap Index Fund * * 247,864 97,159 448,266 379,218 Small Cap Index Fund(3, 7) 97,603 74,849 262,983 262,983 282,842 269,425 Mid Cap Core Fund 4,218,565 4,187,456 3,762,856 3,681,552 3,812,758 3,697,178 Mid Cap Growth Fund 2,483,590 2,244,808 3,912,054 3,780,104 3,312,806 3,124,381 Mid Cap Value Fund 2,891,610 2,750,842 2,068,403 1,950,974 2,361,812 2,353,406 Small Cap Core Fund(3) 942,833 942,833 1,032,417 1,032,417 2,336,093 2,247,159 Small Cap Growth Fund 1,575,724 1,546,633 3,333,951 3,333,468 3,298,995 3,298,995 Small Cap Value Fund 2,549,308 2,528,873 2,857,406 2,768,459 3,595,223 3,583,356 Emerging Markets Fund 429,305 330,597 787,463 668,908 692,097 572,448 International Fund(3) 785,618 784,585 1,227,755 1,159,402 1,688,229 1,483,313 Health Sciences Fund 131,449 103,060 146,307 85,262 233,301 144,241 Real Estate Securities Fund 445,053 364,865 376,470 275,661 449,460 312,183 Science & Technology Fund(2, 8) 67,931 67,931 899,433 899,433 744,490 574,261 Technology Fund 1,253,307 1,228,286 4,307,127 4,301,127 2,215,012 2,025,879 Bond IMMDEX Fund 1,578,420 1,577,620 1,592,702 1,578,650 1,847,907 1,670,581 Corporate Bond Fund(4) * * 297,420 89,400 710,544 266,580 Fixed Income Fund 9,864,222 7,188,015 9,724,384 7,109,545 9,467,284 7,049,515 High Yield Bond Fund (6) * * * * 6,319 3,872 Intermediate Term Bond Fund(2) 1,586,952 1,165,094 1,943,772 1,443,332 2,339,758 1,850,869 Short Term Bond Fund 1,046,735 637,281 1,132,777 335,843 1,268,971 269,988 Strategic Income Fund 1,142,576 1,086,065 1,706,086 1,673,605 1,593,338 1,555,914 U.S. Government Securities Fund(3) 479,599 479,599 272,596 272,596 1,082,701 823,696 Arizona Tax Free Fund(4) * * 40,166 -- 132,167 -- California Intermediate Tax Free Fund 287,232 198,408 305,743 205,673 324,629 205,184 California Tax Free Fund(4) * * 37,816 -- 184,428 -- Colorado Intermediate Tax Free Fund 447,143 321,469 413,509 232,673 387,657 174,235 Colorado Tax Free Fund(4) * * 38,773 -- 140,831 -- Intermediate Tax Free Fund 3,296,007 2,509,362 2,831,496 2,149,546 2,520,600 1,895,567 Minnesota Intermediate Tax Free Fund 2,219,324 1,681,218 1,884,664 1,415,791 1,813,242 1,348,943 Minnesota Tax Free Fund 906,461 626,135 926,645 624,518 1,073,107 719,891 Missouri Tax Free Fund(3) 586,025 586,025 578,126 578,126 635,857 564,562 43 Nebraska Tax Free Fund (5) * * * * 94,020 -- Oregon Intermediate Tax Free Fund 1,324,741 1,004,343 1,215,544 905,584 1,116,830 815,653 Tax Free Fund(3) 2,017,683 2,017,683 1,365,130 1,365,130 2,053,898 2,053,898 Micro Cap Fund 1,942,576 1,941,648 5,060,648 5,060,648 4,793,689 4,620,581 - ------------------------------------- * Fund was not in operation during this fiscal year/period. (1) Information for the predecessor funds of Mid Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Large Cap Core Fund, Growth & Income Fund, Bond IMMDEX Fund, Intermediate Term Bond, and Balanced Fund is for the fiscal years/periods ended October 31, 1999 and 2000. Information for the predecessor funds of U.S. Government Securities Fund, Missouri Tax Free Fund, Tax Free Fund, Relative Value Fund, Capital Growth Fund, International Fund, Small Cap Index Fund, Small Cap Core Fund, and Science & Technology Fund is for the fiscal years/periods ended October 31, 2000 and November 30, 1999. Information includes fees paid by the predecessor funds to FIRMCO, MVA, and Capital Management. (2) Investment advisory services prior to May 2, 2001, were provided by FIRMCO. Investment advisory services prior to April 1, 2000 were provided by Capital Management. (3) Investment advisory services prior to May 2, 2001, were provided by FIRMCO. Investment advisory services prior to March 1, 2000 were provided by MVA. (4) Commenced operations on February 1, 2000. (5) Commenced operations on February 28, 2001. (6) Commenced operations on August 30, 2001. (7) Commenced operations on December 30, 1998. (8) Commenced operations on August 9, 1999. SUB-ADVISORS FOR EMERGING MARKETS FUND, INTERNATIONAL FUND AND STRATEGIC INCOME FUND Marvin & Palmer Associates, Inc., 1201 North Market Street, Suite 2300, Wilmington, Delaware 19801 ("Marvin & Palmer") is sub-advisor for Emerging Markets Fund under an agreement with the Advisor (the "Marvin & Palmer Sub-Advisory Agreement"). David F. Marvin and Stanley Palmer founded Marvin & Palmer, a privately held company, in 1986. Marvin & Palmer is engaged in the management of global, non-United States, United States and emerging markets equity portfolios principally for institutional accounts. As of September 30, 2001, Marvin & Palmer managed a total of approximately, $6.6 billion in investments. Pursuant to the Marvin & Palmer Sub-Advisory Agreement, Marvin & Palmer is responsible for the investment and reinvestment of Emerging Markets Fund's assets and the placement of brokerage transactions in connection therewith. Under the Marvin & Palmer Sub-Advisory Agreement, Marvin & Palmer is required, among other things, to report to the Advisor or the Board regularly at such times and in such detail as the Advisor or the Board may from time to time request in order to permit the Advisor and the Board to determine the adherence of Emerging Markets Fund to their respective investment objectives, policies and restrictions. The Marvin & Palmer Sub-Advisory Agreement also requires Marvin & Palmer to provide all office space, personnel and facilities necessary and incident to Marvin & Palmer's performance of its services under the Marvin & Palmer Sub-Advisory Agreement. For its services to Emerging Markets Fund under the Marvin & Palmer Sub-Advisory Agreement, Marvin & Palmer is paid a monthly fee by the Advisor calculated on an annual basis equal to 0.85% of the first $100 million of Emerging Markets Fund's average daily net assets, 0.60% of Emerging Markets Fund's average daily net assets in excess of $100 million up to $300 million, 0.55% of Emerging Markets Fund's average daily net assets in excess of $300 million up to $500 million, and 0.50% of Emerging Markets Fund's average daily net assets in excess of $500 million. The following table sets forth total sub-advisory fees before waivers and after waivers for the Emerging Markets Fund for the fiscal years ended September 30, 1999, September 30, 2000 and September 30, 2001: FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED SEPTEMBER 30, 1999 SEPTEMBER 30, 2000 SEPTEMBER 30, 2001 ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS AFTER WAIVERS Emerging Markets Fund NA NA NA NA $471,594 $471,594 Clay Finlay Inc. ("Clay Finlay"), 200 Park Avenue, New York, New York, 10166, is the sub-advisor to the International Fund under an agreement with the Advisor (the "Clay Finlay Sub Advisory Agreement"), and is responsible for the investment and reinvestment of the fund's assets and the placement of brokerage transaction for the 44 fund. Clay Finlay has been retained by the fund's investment advisor and is paid a portion of the advisory fee. Clay Finlay, an international equity investment management firm, headquartered in New York, was founded in 1982, and has a network of offices in London, Geneva, Melbourne and Tokyo. International equity investment management has always been Clay Finlay's only business. Clay Finlay offers a full range of Global, International (Diversified and Concentrated) and regional (Europe, Continental Europe, Japan, Pacific Basin ex Japan and Global Emerging Markets) equity mandates. Clay Finlay is a wholly owned subsidiary of Old Mutual plc. Old Mutual is a publicly owned international financial services group listed on the London Stock Exchange. As of September 30, 2001, Clay Finlay had $4.6 billion in assets under management. For its services to International Fund under the Clay Finlay Sub-Advisory Agreement, Clay Finlay is paid a monthly fee by the Advisor calculated on an annual basis equal to 0.25% of the first $500 million of International Fund's average daily net assets, 0.10% of International Fund's average daily net assets in excess of $500 million. Prior to May 2, 2001, Clay Finlay was the sub-advisor to the Firstar International Growth Fund (predecessor to the First American International Fund) under an agreement with FIRMCO. For the services provided and expenses assumed pursuant to its sub-advisory agreement with FIRMCO, Clay Finlay received a fee from FIRMCO, computed daily and payable monthly, at the annual rate of 0.75% of the first $50 million of the International Growth Fund's average daily net assets, plus 0.50% of the next $50 million of average daily net assets, plus 0.25% of average daily net assets in excess of $100 million. Clay Finlay was responsible for all expenses incurred by it in connection with its services under the sub-advisory agreement. On November 27, 2000, the Firstar Core International Equity Fund and the predecessor Mercantile International Equity Portfolio reorganized into the Firstar International Growth Fund. Prior to November 27, 2000, the Glenmede Trust Company served as sub-advisor to the Firstar Core International Equity Fund The following table sets forth total sub-advisory fees before waivers and after waivers for the International Fund for the fiscal years/periods ended November 30, 1999, October 31, 2000, and September 30, 2001: FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED NOVEMBER 30, 1999 OCTOBER 31, 2000 SEPTEMBER 30, 2001 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(1) $526,364 $526,364 $659,914 $659,914 $3,129,697 $3,129,697 - ------------------------------- (1) On September 24, 2001, the International Fund merged with the Firstar International Growth Fund. Historical information presented is for the Firstar International Growth Fund. Federated Global Investment Management Corp., 175 Water Street, New York, New York 10038-4965 ("Federated Global"), a subsidiary of Federated Investors, Inc. ("Federated"), is a sub-advisor for Strategic Income Fund under an agreement with the Advisor (the "Federated Sub-Advisory Agreement"). Federated Global, which is a Delaware corporation, is a registered investment advisor under the Investment Adviser's Act of 1940. As of September 30, 2001, Federated Global, and such other subsidiaries of Federated rendered investment advice regarding over $125 billion of assets. Pursuant to the Federated Sub-Advisory Agreement, Federated Global is responsible for the investment of the international portion of Strategic Income Fund's assets. Under the Federated Sub-Advisory Agreement, Federated Global is required, among other things, to report to the Advisor or the Board regularly at such times and in such detail as the Advisor or the Board may from time to time request in order to permit the Advisor and the board to determine the adherence of Strategic Income Fund to its investment objectives, policies and restrictions. The Federated Sub-Advisory Agreement also requires Federated Global to provide all office space, personnel and facilities necessary and incident to Federated Global's performance of its services under the Federated Sub-Advisory Agreement. For its services under the Sub-Advisory Agreement, Federated Global is paid a monthly fee by the Advisor calculated on an annual basis equal to 0.40% of the first $25 million of Strategic Income Fund's average daily net assets, 0.33% of Strategic Income Fund's average daily net assets in excess of $25 million up to $50 million, 0.26%] of Strategic Income Fund's average daily net assets in excess of $50 million up to $100 million and 0.21% of Strategic Income Fund's average daily net assets in excess of $100 million. 45 The following table sets forth total sub-advisory fees before waivers and after waivers for the Strategic Income Fund for the fiscal years ended September 30, 1999, September 30, 2000 and September 30, 2001: FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED SEPTEMBER 30, 1999 SEPTEMBER 30, 2000 SEPTEMBER 30, 2001 ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE ADVISORY FEE BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS AFTER WAIVERS BEFORE WAIVERS AFTER WAIVERS Strategic Income Fund NA NA NA NA $290,786 $290,786 ADMINISTRATOR U.S. Bancorp Asset Management, Inc. and U.S. Bancorp Fund Services, LLC ("UBFS") (FKA Firstar Mutual Fund Services, LLC), 615 East Michigan Street, Milwaukee, WI 53202 (collectively the "Administrators"), serve as co-Administrators pursuant to a Co-Administration Agreement between the Administrators and the Funds, dated as of October 1, 2001 ("Co-Administration Agreement"). The Administrators will provide administration services to the Fund and serve as the Funds' Administrators. U.S. Bancorp Fund Services is a subsidiary of U.S. Bancorp. Under the Co-Administration Agreement, the Administrators provide, or compensate others to provide, services to the Funds. These services include various oversight and legal services, accounting services, dividend disbursing services and shareholder services. Pursuant to the Co-Administration Agreement, UBFS will also serve as each Fund's transfer agent. The Funds pay the Administrators fees which are calculated daily and paid monthly, equal to each fund's pro rata share of an amount equal, on an annual basis, to 0.25% of the aggregate average daily assets of all open-end mutual funds in the First American fund family up to $8 billion, 0.235% on the next $17 billion of aggregate average daily assets, 0.22% on the next $25 billion of aggregate average daily assets, and 0.20% of the aggregate average daily net assets of all open-end mutual funds in the First American fund family in excess of $50 billion. (For the purposes of this Agreement, the First American fund family includes all series of FAF, FASF, FAIF and FAIP.) In addition, the Funds pay annual fees of $18,500 per CUSIP, shareholder account maintenance fees of $9 to $15 per account, closed account fees of $3.50 per account, and Individual Retirement Account fees of $15 per account. Between January 1, 2000 and September 30, 2001 U.S. Bank served as the sole administrator for the Funds. The Funds paid U.S. Bank fees which were calculated daily and paid monthly, equal to each Fund's pro rata share of an amount equal, on an annual basis, to 0.12% of the aggregate average daily assets of all open-end mutual funds in the First American fund family up to $8 billion and 0.105% of the aggregate average daily net assets of all open-end mutual funds in the First American fund family in excess of $8 billion. In addition, the Funds paid U.S. Bank annual fees of $18,500 per CUSIP, shareholder account fees of $15 per account, closed account fees of $3.50 per account, and Individual Retirement Account fees of $15 per account. Prior to January 1, 2000, SEI Investments Management Corporation served as the administrator for the Funds. SEI Investments Management Corporation is a wholly-owned subsidiary of SEI Investments Company. The Funds paid to SEI Investment Management a fee equal to (i) 0.070% of each Fund's average daily net assets until aggregate net assets of all Funds exceeded $8 billion and (ii) 0.055% to the extent aggregate net assets of all Funds exceeded $8 billion. Prior to February 8, 2001, UBFS served as the administrator to the predecessor funds of Mid Cap Index Fund, Small Cap Index Fund, Science & Technology Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund, Capital Growth Fund, Relative Value Fund, Large Cap Core Fund, Growth & Income Fund, Bond IMMDEX Fund, U.S. Government Securities Fund, Missouri Tax Free Fund, Tax Free Fund, International Fund, Intermediate Term Bond Fund, and Balanced Fund. The predecessor funds paid a fee to UBFS for its administrative services. This fee was computed daily and payable monthly at the annual rate of 0.125% of the funds' first $2 billion of average aggregate daily net assets, plus 0.10% of the Fund's average aggregate daily net assets in excess of $2 billion. From January 1, 1995 until August 1, 2000, B.C. Ziegler, a Wisconsin based integrated financial services company ("Ziegler") and UBFS served as co-administrators to the predecessor funds of Mid Cap Index Fund, Science & Technology Fund, Micro Cap Fund, Mid Cap Core Fund, Capital Growth Fund, Relative Value Fund, Large Cap Core Fund, Growth & Income Fund, and Bond IMMDEX Fund. Prior to January 1, 2000, BISYS Fund Services Ohio, Inc. ("BISYS") served as administrator to the predecessor funds of U.S. Government Securities Fund, Missouri Tax 46 Free Fund, International Fund, Small Cap Index Fund, and Small Cap Core Fund. From January 1, 2000 to December 11, 2000, BISYS and UBFS served as co-administrators of those same funds. The following table sets forth total administrative fees (including fund accounting fees), after waivers, paid by each of the Funds listed below to U.S. Bank, SEI Investment Management Corporation, UBFS, Ziegler, and BISYS, as applicable, for the fiscal years/periods ended September 30, 1999, September 30, 2000 and September 30, 2001 (unless a different fiscal year/period is indicated in note (1) below): FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 1999(1) SEPTEMBER 30, 2000(1) SEPTEMBER 30, 2001 Balanced Fund $ 340,659 $ 340,669 $ 381,766 Equity Income Fund 441,096 366,080 324,272 Equity Index Fund 1,556,165 1,815,695 1,657,529 Large Cap Growth Fund 1,067,331 1,380,471 1,086,534 Large Cap Value Fund 1,791,165 1,593,660 1,431,250 Mid Cap Growth Fund 386,256 607,344 515,088 Mid Cap Value Fund 450,594 321,389 367,155 Small Cap Growth Fund 245,043 518,615 513,290 Small Cap Value Fund 396,552 443,111 559,760 Small Cap Index Fund(5) 55,027 90,796 95,638 Emerging Markets Fund 48,097 68,505 60,301 International Fund 158,382 125,220 294,554 Health Sciences Fund 20,450 22,782 36,270 Real Estate Securities Fund 69,228 58,485 69,887 Technology Fund 195,024 662,991 344,195 Corporate Bond Fund(2) * 46,333 110,393 Fixed Income Fund 1,534,330 1,510,277 1,472,204 High Yield Bond Fund(4) * * 984 Intermediate Term Bond Fund 301,650 541,154 676,915 Short Term Bond Fund 162,836 175,466 196,546 Strategic Income Fund 178,298 264,860 247,743 Arizona Tax Free Fund(2) * 6,257 20,661 California Intermediate Tax Free Fund 44,676 47,517 50,465 California Tax Free Fund(2) * 5,891 28,669 Colorado Intermediate Tax Free Fund 69,551 64,249 69,273 Colorado Tax Free Fund(2) * 6,039 21,650 Intermediate Tax Free Fund 512,689 439,959 391,669 Minnesota Intermediate Tax Free Fund 344,973 294,726 283,836 Minnesota Tax Free Fund 140,995 143,964 167,679 Nebraska Tax Free Fund(3) * * 14,641 Oregon Intermediate Tax Free Fund 206,058 188,630 174,504 Tax Free Fund 740,949 258,136 525,717 Science & Technology Fund(6) 21,434 170,763 130,431 Micro Cap Fund 168,052 427,277 447,031 Mid Cap Core Fund 603,930 616,414 655,029 Relative Value Fund 672,743 650,428 572,327 Growth & Income Fund 816,014 855,804 962,147 U.S. Government Securities Fund 122,657 76,672 293,722 Mid Cap Index Fund(7) * 156,507 267,000 Small Cap Core Fund 129,009 143,717 408,198 Capital Growth Fund 334,595 412,917 348,499 Large Cap Core Fund 375,732 479,773 516,311 Bond IMMDEX Fund 626,163 712,203 852,266 Missouri Tax Free Fund 140,312 139,426 224,447 Nebraska Tax Free Fund(3) * * 14,641 - ------------------------------ * Fund was not in operation during this fiscal year/period. (1) Information for the predecessor funds of Mid Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Large Cap Core Fund, Growth & Income Fund, Bond IMMDEX Fund, Intermediate Term Bond, and Balanced Fund is for the fiscal years/periods ended October 31, 1999 and 2000. Information for the predecessor funds of U.S. Government Securities Fund, Missouri Tax Free Fund, Tax Free Fund, Relative Value Fund, Capital Growth Fund, International Fund, Small Cap Index Fund, Small Cap Core Fund, and Science & Technology Fund is for the fiscal years/periods ended November 30, 1999 and October 31, 2000. (2) Commenced operations on February 1, 2000. 47 (3) Commenced operations on February 28, 2001 (4) Commenced operations on August 30, 2001. (5) Commenced operations on December 30, 1998. (6) Commenced operations on August 9, 1999. (7) Commenced operations on November 4, 1999. DISTRIBUTOR Quasar Distributors, LLC ("Quasar" or the "Distributor") serves as the distributor for the Funds' shares. The Distributor is a wholly-owned subsidiary of U.S. Bancorp. Prior to October 1, 2001 SEI Investments Distribution Co. served as the distributor for the Funds. Prior to September 24, 2001, Quasar served as the distributor for the predecessor funds of Balanced Fund, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, Relative Value Fund, Mid Cap Index Fund, Small Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund, International Fund, Science & Technology Fund, Bond IMMDEX Fund, Intermediate Term Bond Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund. From April 1, 1999 to August 1, 2000, Edgewood Services, Inc. ("Edgewood"), served as the distributor for the predecessor funds of Capital Growth Fund, Relative Value Fund and Science & Technology Fund; prior to April 1, 1999, B.C. Ziegler & Company ("Ziegler"), served as distributor of these funds. Prior to December 11, 2000, BISYS Fund Services Limited Partnership ("BISYS"), served as the distributor for the predecessor funds of Small Cap Index Fund, Small Cap Core Fund, International Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund. The Distributor serves as distributor for the Class A, Class S and Class Y Shares pursuant to a Distribution Agreement dated October 1, 2001 (the "Distribution Agreement") between itself and the Funds, as distributor for the Class B Shares pursuant to a Distribution and Service Agreement dated October 1, 2001, (the "Class B Distribution and Service Agreement") between itself and the Funds, and as distributor for the Class C Shares pursuant to a Distribution and Service Agreement dated October 1, 2001 ("Class C Distribution and Service Agreement") between itself and the Funds. These agreements are referred to collectively as the "Distribution Agreements." Fund shares and other securities distributed by the Distributor are not deposits or obligations of, or endorsed or guaranteed by, U.S. Bank or its affiliates, and are not insured by the Bank Insurance Fund, which is administered by the Federal Deposit Insurance Corporation. Under the Distribution Agreements, the Distributor has agreed to perform all distribution services and functions of the Funds to the extent such services and functions are not provided to the Funds pursuant to another agreement. The Distribution Agreements provide that shares of the Funds are distributed through the Distributor and, with respect to Class A, Class B, Class C and Class S Shares, through securities firms, financial institutions (including, without limitation, banks) and other industry professionals (the "Participating Institutions") which enter into sales agreements with the Distributor to perform share distribution or shareholder support services. Participating Institutions that enter into sales agreements with the Funds' Distributor to perform share distribution services may receive a commission on such sales of the Funds (except Equity Index Fund, Mid Cap Index Fund, and Small Cap Index Fund) equal to 1.00% of the first $3 million, 0.75% of shares purchased in excess of $3 million up to $5 million, and 0.50% of shares purchased in excess of $5 million. Firstar Investment Services, Inc. ("FIS"), U.S. Bancorp Investment Services, Inc. ("USBI") and U.S. Bancorp Piper Jaffray Inc. ("Piper"), broker-dealers affiliated with the Advisor, are Participating Institutions. The Advisor pays FIS, USBI and Piper up to 0.25% of the portion of each Fund's average daily net assets attributable to Class Y Shares for which FIS, USBI or Piper are responsible, respectively, in connection with FIS's, USBI's or Piper's provision of shareholder support services. Such amounts paid to FIS, USBI and Piper, by the Advisor, will not affect any agreement by the Advisor to limit expenses of each Fund. The Class A Shares pay to the Distributor a shareholder servicing fee at an annual rate of 0.25% of the average daily net assets of the Class A Shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class A Shares. The shareholder servicing fee is intended to compensate the Distributor for ongoing servicing and/or maintenance of shareholder accounts and may be used by the Distributor to provide compensation to institutions through which shareholders hold their shares for ongoing servicing and/or maintenance of shareholder accounts. This fee is calculated and paid each month based on average daily net assets of Class A Shares each fund for that month. 48 The Class B Shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.25% of the average daily net assets of the Class B Shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class B Shares beginning one year after purchase. The Class B Shares also pay to the Distributor a distribution fee at the annual rate of 0.75% of the average daily net assets of the Class B Shares. The distribution fee is intended to compensate the distributor for advancing a commission to institutions purchasing Class B Shares. The Class C Shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.25% of the average daily net assets of the Class C Shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class C Shares. This fee is calculated and paid each month based on average daily net assets of the Class C Shares. The Class C Shares also pay to the Distributor a distribution fee at the annual rate of 0.75% of the average daily net assets of the Class C Shares. The Distributor may use the distribution fee to provide compensation to institutions through which shareholders hold their shares beginning one year after purchase. The Class S Shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.25% of the average daily net assets of Class S Shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class S Shares. This fee is calculated and paid each month based on average daily net assets of the Class S Shares. The Distributor receives no compensation for distribution of the Class Y Shares. The Distribution Agreements provide that they will continue in effect for a period of more than one year from the date of their execution only so long as such continuance is specifically approved at least annually by the vote of a majority of the Board members of FAIF and by the vote of the majority of those Board members of FAIF who are not interested persons of FAIF and who have no direct or indirect financial interest in the operation of FAIF's Rule 12b-1 Plans of Distribution or in any agreement related to such plans. The following tables set forth the amount of underwriting commissions paid by certain Funds and the amount of such commissions retained by the Funds' Distributor and principal underwriter (Quasar, SEI Investments Distribution Co., Ziegler, Edgewood or BISYS, as applicable), during the fiscal years/periods ended September 30, 1999, September 30, 2000 and September 30, 2001 (unless otherwise indicated in note (1) below): TOTAL UNDERWRITING COMMISSIONS FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 1999(1) SEPTEMBER 30, 2000(1) SEPTEMBER 30, 2001 Balanced Fund $ 148,658 $ 208,751 $ 91,334 Capital Growth Fund 199,902 57,705 5,810 Equity Income Fund 340,653 214,922 89,047 Growth & Income Fund 516,521 571,452 15,103 Large Cap Core Fund 236,106 264,378 10,187 Large Cap Growth Fund 297,655 1,129,446 149,582 Large Cap Value Fund 618,524 564,986 104,371 Relative Value Fund 129,193 64,183 4,275 Equity Index Fund 3,181,754 2,543,808 291,755 Mid Cap Index Fund * 11,542 1,642 Small Cap Index Fund 515 1,111 419 Micro Cap Fund 49,217 156,400 22,628 Mid Cap Core Fund 114,996 155,009 12,497 Mid Cap Growth Fund 23,734 260,048 100,435 Mid Cap Value Fund 343,008 147,698 56,884 Small Cap Core Fund 10,769 7,875 3,942 Small Cap Growth Fund 59,024 388,839 52,426 Small Cap Value Fund 65,337 195,887 63.936 Emerging Markets Fund 872 5,559 13,218 International Fund 7,400 7,883 136,186 Health Sciences Fund 23,080 157,910 24,604 Real Estate Securities Fund 68,564 30,775 12,208 49 Science & Technology Fund * 64,403 4,124 Technology Fund 281,667 6,088,104 176,189 Bond IMMDEX Fund 447,140 418,903 29,636 Corporate Bond Fund (2) * 12,137 65,982 Fixed Income Fund 440,550 274,713 303,305 High Yield Bond Fund (3) * * 199 Intermediate Term Bond Fund 81,222 79,827 111,830 Short Term Bond Fund 3,541 12,675 72,768 Strategic Income Fund 43,472 37,674 4,626 U.S. Government Securities Fund 16,850 258 2 Arizona Tax Free Fund (2) * 389 213 California Intermediate Tax Free Fund 7,172 10,506 13,543 California Tax Free Fund (2) * 14,561 83,519 Colorado Intermediate Tax Free Fund 3,429 4,880 23,552 Colorado Tax Free Fund (2) * 14,333 59,822 Intermediate Tax Free Fund 50,529 8,250 10,023 Minnesota Intermediate Tax Free Fund 19,630 7,601 14,024 Minnesota Tax Free Fund 49,395 47,023 99,951 Missouri Tax Free Fund 121,876 32,696 704 Nebraska Tax Free Fund (4) * * 0 Oregon Intermediate Tax Free Fund 4,724 3,405 3,034 Tax Free Fund 29,010 378 71,297 - -------------------------------------------- * Fund was not in operation during this fiscal year/period. (1) Information for the predecessor funds of Balanced Fund, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, Relative Value Fund, Mid Cap Index Fund, Small Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund, Science & Technology Fund, International Fund, Bond IMMDEX Fund, Intermediate Term Bond Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund is for the fiscal year/period ended October 31, 2000; Information for the predecessor funds of Capital Growth Fund, Relative Value Fund, Small Cap Core Fund, Small Cap Index Fund, Science & Technology Fund, International Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund is for the fiscal year/period ended November 30, 1999. (2) Commenced operations on February 1, 2000. (3) Commenced operations on August 30, 2001. (4) Commenced operations on February 28, 2001. UNDERWRITING COMMISSIONS RETAINED BY THE (APPLICABLE) UNDERWRITER FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 1999(1) SEPTEMBER 30, 2000(1) SEPTEMBER 30, 2001 Balanced Fund $ 0 $ 0 $ 0 Capital Growth Fund 0 0 0 Equity Income Fund 6,101 2,497 7,674 Growth & Income Fund 0 0 0 Large Cap Core Fund 0 0 0 Large Cap Growth Fund 14,761 9,423 12,899 Large Cap Value Fund 24,770 10,876 8,980 Relative Value Fund 0 0 0 Equity Index Fund 21,564 12,393 25,144 Mid Cap Index Fund 0 0 0 Small Cap Index Fund 190 411 0 Micro Cap Fund 0 0 0 Mid Cap Core Fund 0 0 0 Mid Cap Growth Fund 5,342 4,146 8,653 Mid Cap Value Fund 6,219 2,193 4,898 Small Cap Core Fund 1,347 1,024 0 Small Cap Growth Fund 3,390 3,533 4,572 Small Cap Value Fund 5,983 3,029 6,039 Emerging Markets Fund 0 467 1,143 International Fund 682 709 0 Health Sciences Fund 283 155 2,123 Real Estate Securities Fund 957 399 980 Science & Technology Fund 0 0 0 Technology Fund 2,695 4,567 15,184 Bond IMMDEX Fund 0 0 0 Corporate Bond Fund (2) * 475 5,715 Fixed Income Fund 21,217 10,307 26,124 High Yield Bond Fund (3) * * 0 50 Intermediate Term Bond Fund 0 0 0 Short Term Bond Fund 2,251 1,201 6,368 Strategic Income Fund 2 1,808 327 U.S. Government Securities Fund 1,786 28 0 Arizona Tax Free Fund (2) * 64 0 California Intermediate Tax Free Fund 618 324 1,143 California Tax Free Fund (2) * 60 7,184 Colorado Intermediate Tax Free Fund 962 438 1,959 Colorado Tax Free Fund (2) * 62 5,225 Intermediate Tax Free Fund 7,089 3,002 816 Minnesota Intermediate Tax Free Fund 4,773 1,998 1,143 Minnesota Tax Free Fund (4) 1,955 982 8,653 Missouri Tax Free Fund 12,209 3,270 0 Nebraska Tax Free Fund * * 0 Oregon Intermediate Tax Free Fund 2,857 1,287 327 Tax Free Fund 1,881 23 0 - ------------------------------- * Fund was not in operation during this fiscal year/period. (1) Information for the predecessor funds of Balanced Fund, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, Relative Value Fund, Mid Cap Index Fund, Small Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund, Science & Technology Fund, International Fund, Bond IMMDEX Fund, Intermediate Term Bond Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund is for the fiscal year/period ended October 31, 2000; Information for the predecessor funds of Capital Growth Fund, Relative Value Fund, Small Cap Core Fund, Small Cap Index Fund, Science & Technology Fund, International Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund is for the fiscal year/period ended November 30, 1999. (2) Commenced operations on February 1, 2000. (3) Commenced operations on August 30, 2001. (4) Commenced operations on February 28, 2001. The Distributor, an affiliate, received the following compensation from certain Funds during its most recent fiscal year (Funds with "NA" designation were not distributed by the Distributor until October 1, 2001). NET UNDERWRITING COMPENSATION ON BROKERAGE OTHER DISCOUNTS AND REDEMPTIONS AND COMMISSIONS COMPENSATION COMMISSIONS REPURCHASES Balanced Fund $ 15,611 $ -- -- -- Capital Growth Fund 5,518 -- -- -- Equity Income Fund NA NA -- -- Growth & Income Fund 18,385 -- -- -- Large Cap Core Fund 9,405 -- -- -- Large Cap Growth Fund NA NA -- -- Large Cap Value Fund NA NA -- -- Relative Value Fund 11,016 -- -- -- Equity Index Fund NA NA -- -- Mid Cap Index Fund 5,122 -- -- -- Small Cap Index Fund 1,995 -- -- -- Micro Cap Fund 8,776 -- -- -- Mid Cap Core Fund 13,759 -- -- -- Mid Cap Growth Fund NA NA -- -- Mid Cap Value Fund NA NA -- -- Small Cap Core Fund 8,994 -- -- -- Small Cap Growth Fund NA NA -- -- Small Cap Value Fund NA NA -- -- Emerging Markets Fund NA NA -- -- International Fund 20,418 -- -- -- Health Sciences Fund NA NA -- -- Real Estate Securities Fund NA NA -- -- Science & Technology Fund 991 -- -- -- Technology Fund NA NA -- -- Bond IMMDEX Fund 19,540 -- -- -- Corporate Bond Fund NA NA -- -- Fixed Income Fund NA NA -- -- High Yield Bond Fund NA NA -- -- Intermediate Term Bond Fund 24,276 -- -- -- Short Term Bond Fund NA NA -- -- Strategic Income Fund NA NA -- -- U.S. Government Securities Fund 5,445 -- -- 51 Arizona Tax Free Fund NA NA -- -- California Intermediate Tax Free Fund NA NA -- -- California Tax Free Fund NA NA -- -- Colorado Intermediate Tax Free Fund NA NA -- -- Colorado Tax Free Fund NA NA -- -- Intermediate Tax Free Fund NA NA -- -- Minnesota Intermediate Tax Free Fund NA NA -- -- Minnesota Tax Free Fund NA NA -- -- Missouri Tax Free Fund 4,301 -- -- -- Nebraska Tax Free Fund NA NA -- -- Oregon Intermediate Tax Free Fund NA NA -- -- Tax Free Fund 14,425 -- -- -- FAIF has entered into a Shareholder Service Plan and Agreement with the Distributor, under which the Distributor has agreed to provide FAIF, or will enter into written agreements with other service providers pursuant to which the service providers will provide FAIF, one or more specified shareholder services to beneficial owners of Class S Shares. The Distributor has agreed that the services provided pursuant to the Shareholder Service Plan and Agreement will in no event be primarily intended to result in the sale of Class S Shares. Pursuant to the Shareholder Service Plan and Agreement, the Funds have agreed to pay the Distributor a fee at an annual rate of 0.25% of the average net asset value of the Class S Shares, computed daily and paid monthly. The Distributor is to pay any shareholder service providers with which it enters into written agreements out of this amount. The following table sets forth the total shareholder servicing fees, after waivers, paid by Class S shares of the Funds listed below for the fiscal years/periods ended September 30, 1999, September 30, 2000 and September 30, 2001 (unless a different fiscal year/period is indicated in note (1) below): CLASS S SHARE SHAREHOLDER SERVICING FEES FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 1999(1) SEPTEMBER 30, 2000(1) SEPTEMBER 30, 2001 Balanced Fund $ * $ * $86,447 Capital Growth Fund * * 8,012 Equity Income Fund * * 19 Growth & Income Fund * * 116,767 Large Cap Core Fund * * 7,514 Large Cap Growth Fund * * -- Large Cap Value Fund * * -- Relative Value Fund * * 19,128 Equity Index Fund * * 2,163 Mid Cap Index Fund * * 4,268 Small Cap Index Fund 44,955 86,025 Micro Cap Fund * * 1,567 Mid Cap Core Fund * * 939 Mid Cap Growth Fund * * -- Micro Cap Value Fund * * -- Small Cap Core Fund 10,750 9,646 Small Cap Growth Fund * * -- Small Cap Value Fund * * -- Emerging Markets Fund * * -- International Fund * 42,710 27,904 Health Sciences Fund * * 7,734 Real Estate Securities Fund * * -- Science & Technology Fund * * 1,456 Technology Fund * * -- Bond IMMDEX Fund * * 6,618 Corporate Bond Fund * * 140 Fixed Income Fund * * 1,455 High Yield Bond Fund * * -- Intermediate Term Bond Fund * * 575 Short Term Bond Fund * * 21 Strategic Income Fund * * -- U.S. Government Securities Fund * 18,705 18,665 Arizona Tax Free Fund * * * California Intermediate Tax Free Fund * * * 52 California Tax Free Fund * * * Colorado Intermediate Tax Free Fund * * * Colorado Tax Free Fund * * * Intermediate Tax Free Fund * * * Minnesota Intermediate Tax Free Fund * * * Minnesota Tax Free Fund * * * Missouri Tax Free Fund * * * Nebraska Tax Free Fund * * * Oregon Intermediate Tax Free Fund * * * Tax Free Fund * * * - ----------------------------- * Fund did not offer share class during time period indicated. (1) Information for the predecessor funds of Small Cap Index Fund, Small Cap Core Fund, International Fund and U.S. Government Securities Fund is for the fiscal years/periods ended November 30, 1999 and October 31, 2000. FAIF has also adopted Plans of Distribution with respect to the Class A, Class B and Class C Shares of the Funds, respectively, pursuant to Rule 12b-1 under the 1940 Act (collectively, the "Plans"). Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under the Rule. The Plans authorize the Distributor to retain the sales charges paid upon purchase of Class A, Class B and Class C Shares. Each of the Plans is a "compensation-type" plan under which the Distributor is entitled to receive the distribution fee regardless of whether its actual distribution expenses are more or less than the amount of the fee. The distribution fees under each of the plans are used for sole-primary purpose of compensating broker-dealers for their sales of the Funds. The Class B and C Plans authorize the Distributor to retain the contingent deferred sales charge applied on redemptions of Class B and C Shares, respectively, except that portion which is reallowed to Participating Institutions. The Plans recognize that the Distributor, any Participating Institution, the Administrator, and the Advisor, in their discretion, may from time to time use their own assets to pay for certain additional costs of distributing Class A, Class B and Class C Shares. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor, any Participating Institution, the Administrator, or the Advisor at any time. The following table sets forth the total Rule 12b-1 fees, after waivers, paid by certain of the Funds for the fiscal years/periods ended September 30, 1999, September 30, 2000 and September 30, 2001 (unless a different fiscal year/period is indicated in note (1) below) with respect to the Class A Shares, Class B and Class C Shares of the Funds. As noted above, no distribution fees are paid with respect to Class Y Shares or Class S Shares of the Funds. FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 1999(1) SEPTEMBER 30, 2000(1) SEPTEMBER 30, 2001 RULE 12B-1 FEES RULE 12B-1 FEES RULE 12B-1 FEES CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES Balanced Fund(2) $ 0 $ $ * $ 0 $ 7,139 $ * 0 40,876 0 Capital Growth Fund(3) * 1,386 376,366 * 207 453,400 Equity Income Fund 38,215 106,918 5,448 49,563 107,612 23,251 57,005 109,340 42,616 Growth & Income Fund(2) 0 * 0 20,149 * 0 80,757 0 Large Cap Core Fund(2) 0 * 0 7,753 * 0 22,108 0 Large Cap Growth Fund 399,312 157,837 2,166 497,601 304,917 43,582 346,471 259,936 164,199 Large Cap Value Fund 471,235 642,319 3,830 393,041 558,644 25,710 305,933 467,203 93,181 Relative Value Fund(3) 179,039 57,305 7,425 91,986 Equity Index Fund 216,796 765,724 58,857 329,995 1,182,240 282,765 298,231 1,050,073 343,013 Mid Cap Index Fund * * 0 8,688 0 Small Cap Index Fund(4) 457 0 * 39 340 Micro Cap Fund(2) 0 * 0 6,476 * 0 18,662 0 Mid Cap Core Fund(2) 0 * 0 1,905 * 0 11,988 0 Mid Cap Growth Fund 469,354 2,012 1,281 597,113 22,497 21,742 428,367 35,979 76,801 Mid Cap Value Fund 67,755 271,088 428 36,468 137,614 6,653 37,148 94,531 24,357 Small Cap Core Fund(4) * 26,547 11,414 * 1,966 13,570 Small Cap Growth Fund 31,105 8,807 346 60,647 84,665 4,579 112,209 68,446 77,400 Small Cap Value Fund 93,532 108,104 29,066 53 Emerging Markets Fund 12,993 2 60 12,685 622 25 8,810 2,028 1,721 International Fund(4) * 11,344 7,334 * 760 7,889 Health Sciences Fund 3,065 7,476 * 8,920 24,587 7,204 16,482 31,301 48,928 Real Estate Securities Fund 4,640 28,059 * 3,786 17,681 118 5,517 18,133 2,640 Science & Technology Fund(3) * 2,910 84,375 * 321 53,967 Technology Fund 31,222 133,633 * 275,943 750,675 105,623 181,168 327,294 194,798 Bond IMMDEX Fund(2) 0 * 0 14,309 * 0 34,518 Corporate Bond Fund(5) * * * 965 211 539 4,755 12,733 20,776 Fixed Income Fund 403,885 165,060 1,424 299,104 127,407 5,522 280,209 124,064 26,451 High Yield Bond Fund (6) * * * * * * 5 8 1,899 Intermediate Term Bond Fund(2) 0 * * 0 1,655 * 0 2,334 * Short Term Bond Fund 0 * * 79,070 * * 124,540 * * Strategic Income Fund 91,594 3,984 1,618 52,656 11,361 8,203 52,634 17,773 20,164 U.S. Government Securities Fund(4) * 10,753 1,712 * 771 10,960 Arizona Tax Free Fund(5) * * * 11,675 * 52 35,635 * 4,399 California Intermediate Tax Free Fund 0 * * 0 * * 0 * * California Tax Free Fund(5) * * * 7,348 * 8 45,467 * 1,966 Colorado Intermediate Tax Free Fund 0 * * 0 * * 0 * * Colorado Tax Free Fund(5) * * * 10,741 * 243 42,347 * 4,866 Intermediate Tax Free Fund 0 * * 0 * * 0 * * Minnesota Intermediate Tax Free Fund 0 * * 0 * * 0 * * Minnesota Tax Free Fund 289,760 * 4,527 238,852 * 10,044 256,263 * 22,713 Missouri Tax Free Fund(4) * 37,196 28,842 * 2,813 12,175 Nebraska Tax Free Fund (7) * * * * * * 6,301 * 291 Oregon Intermediate Tax Free Fund 0 * * 0 * * 0 * * Tax Free Fund(4) * * 2,780 6,159 * 216 3,077 0 - ---------------------------------------- * Fund or class was not in operation during this fiscal year/period. (1) Information for the predecessor funds of Balanced Fund, Capital Growth Fund, Growth & Income Fund, Large Cap Core Fund, Relative Value Fund, Mid Cap Index Fund, Small Cap Index Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund, Science & Technology Fund, International Fund, Bond IMMDEX Fund, Intermediate Term Bond Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund is for the fiscal year/period ended October 31, 2000; Information for the predecessor funds of Capital Growth Fund, Relative Value Fund, Small Cap Core Fund, Small Cap Index Fund, Science & Technology Fund, International Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund is for the fiscal year/period ended November 30, 1999. (2) For Class A Shares for the fiscal year ended October 31, 2000, the predecessor funds for Balanced Fund, Growth & Income Fund, Large Cap Core Fund, Micro Cap Fund, Mid Cap Core Fund, Bond IMMDEX Fund and Intermediate Term Bond Fund waived all 12b-1 fees, but paid a 0.25% shareholder servicing fees of $137,578, $456,483, $129,968, $102,125, $212,188, $217, 425 and $72,386, respectively. Of these amounts, $12,855, $20,760, $16,055, $23,272, $39,203, $35,843 and $24,681, respectively, were paid to affiliated organizations. For Class B Shares for the fiscal year ended October 31, 2000, the predecessor funds of Balanced Fund, Growth & Income Fund, Large Cap Core Fund, Micro Cap Fund, Mid Cap Core Fund, Bond IMMDEX Fund and Intermediate Term Bond Fund waived all 12b-1 fees, but paid a 0.25% shareholder servicing fees of $10,208, $28,645, $11,189, $9,473, $2,766, $20,304 and $2,355, respectively. Of these amounts, $7,139, $20,419, $7,753, $6,476, $1,905, $14,309 and $1,655, respectively, were paid to affiliated organizations. (3) Information is presented for the predecessor funds of Capital Growth Fund, Relative Value Fund and Science & Technology Fund. (4) Information for the predecessor funds of Small Cap Index Fund, Small Cap Core Fund, International Fund, U.S. Government Securities Fund, Missouri Tax Free Fund and Tax Free Fund includes fees paid to affiliated organizations. For Class A Shares for the fiscal year ended October 31, 2000, $15, $9,479, $4,325, $4,570, $10,346 and $463, were paid to affiliated organizations. For Class B Shares for the fiscal year ended October 31, 2000, $0, $11,414, $7,334, $1,712, $28,842 and $6,159, were paid to affiliated organizations. Additionally, for the fiscal year ended October 31, 2000, $35,911, $8,711, $36,270, and $17, 835, for the predecessor funds of Small Cap Index Fund, Small Cap Core Fund, International Fund and U.S. Government Securities Fund, respectively, were paid pursuant to an Administrative Services Plan adopted by the predecessor funds. (5) Commenced operations February 1, 2000. (6) Commenced operations on August 30, 2001. (7) Commenced operations on February 8, 2001. The following table sets forth the Rule 12b-1 fees the Funds paid to affiliated organizations for the fiscal year/period ended September 30, 2001 with respect to the Class A shares, Class B shares and Class C shares of the Funds. 54 FISCAL YEAR/PERIOD ENDED SEPTEMBER 30, 2001 CLASS A SHARES CLASS B SHARES CLASS C SHARES Balanced Fund $221,704 $129,453 $7,511 Capital Growth Fund 11,504 578,283 - Equity Income Fund 34,197 22,900 15,123 Growth & Income Fund 430,617 99,422 - Large Cap Core Fund 105,131 27,406 - Large Cap Growth Fund 268,637 51,893 29,335 Large Cap Value Fund 236,708 99,498 18,618 Relative Value Fund 80,927 122,737 - Equity Index Fund 199,695 171,387 84,977 Mid Cap Index Fund 7,371 10,654 - Small Cap Index Fund 638 420 - Micro Cap Fund 98,785 21,895 - Mid Cap Core Fund 229,520 14,215 - Mid Cap Growth Fund 359,335 8,107 13,805 Mid Cap Value Fund 24,445 26,357 7,065 Small Cap Core Fund 44,610 18,765 - Small Cap Growth Fund 87,394 12,547 13,004 Small Cap Value Fund 52,074 28,205 5,763 Emerging Markets Fund 6,386 173 625 International Fund 144,652 29,348 37,811 Health Sciences Fund 13,894 6,265 8,180 Real Estate Securities Fund 3,731 2,921 476 Science & Technology Fund 3,559 68,217 - Technology Fund 86,701 45,861 16,876 Bond IMMDEX Fund 194,790 41,226 - Corporate Bond Fund 3,792 1,022 3,295 Fixed Income Fund 136,721 24,696 4,160 High Yield Bond Fund - - - Intermediate Term Bond Fund 96,248 3,119 - Short Term Bond Fund 31,478 - - Strategic Income Fund 15,703 3,381 4,604 U.S. Government Securities Fund 14,001 14,326 - Arizona Tax Free Fund 34,431 - 824 California Intermediate Tax - - - Free Fund California Tax Free Fund 45,332 - 366 Colorado Intermediate Tax Free - - - Fund Colorado Tax Free Fund 38,953 - 1,065 Intermediate Tax Free Fund - - - Minnesota Intermediate Tax - - - Free Fund Minnesota Tax Free Fund 224,154 - 6,222 Missouri Tax Free Fund 47,172 18,461 - Nebraska Tax Free Fund 3,004 - 8 Oregon Intermediate Tax Free Fund - - - Tax Free Fund 92,735 4,181 766 CUSTODIAN AND AUDITORS CUSTODIAN. The custodian of the Funds' assets is U.S. Bank (the "Custodian"), 415 Walnut Street, Cincinnati, OH 45202. The Custodian is a subsidiary of U.S. Bancorp. The Custodian takes 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 Custodian or, for Emerging Markets Fund and International Fund, by a sub-custodian with respect to such Fund. The Custodian or such sub-custodian delivers securities against payment upon sale and pays for securities against delivery upon purchase. The Custodian also remits Fund assets in payment of Fund expenses, pursuant to instructions of FAIF's officers or resolutions of the Board of Directors. As compensation for its services to the Funds, the Custodian is paid a monthly fee calculated on an annual basis equal to 0.01%. Sub-custodian fees with respect to Emerging Markets Fund and International Fund are paid by the 55 Custodian out of its fees from such Fund. In addition, the Custodian is reimbursed for its out-of-pocket expenses incurred while providing its services to the Funds. The Custodian continues to serve so long as its appointment is approved at least annually by the Board of Directors including a majority of the directors who are not interested persons (as defined under the 1940 Act) of FAIF. AUDITORS. Ernst & Young LLP, 1400 Pillsbury Center, Minneapolis, Minnesota 55402, serves as the Funds' independent auditors, providing audit services, including audits of the annual financial statements and assistance and consultation in connection with SEC filings for the years ended September 30, 1999, September 30, 2000 and September 30, 2001. PricewaterhouseCoopers LLP, 100 E. Wisconsin Avenue, Suite 1500, Milwaukee Wisconsin 53202, served as the independent auditors for the predecessor funds of Mid Cap Index Fund, Small Cap Index Fund, Science & Technology Fund, International Fund, Micro Cap Fund, Mid Cap Core Fund, Small Cap Core Fund, Capital Growth Fund, Relative Value Fund, Large Cap Core Fund, Growth & Income Fund, Bond IMMDEX Fund, U.S. Government Securities Fund, Missouri Tax Free Fund, Balanced Fund, Tax Free Fund, and Intermediate Term Bond Fund, providing audit services, including audits of the annual financial statements and assistance and consultation in connection with SEC filings for the fiscal period ended as of October 31, 2000. Arthur Andersen LLP, 225 North Michigan Avenue, Chicago, Illinois 60601, served as the independent accountants for the predecessor funds of Relative Value Fund, Capital Growth Fund and Science & Technology Fund, providing audit services, including audits of the annual financial statements and assistance and consultation in connection with SEC filings for the fiscal period ended as of November 30, 1999. KPMG LLP, 90 South Seventh Street, Minneapolis, Minnesota 55402, served as the independent auditors for the predecessor funds of U.S. Government Securities Fund, Missouri Tax Free Fund, Tax Free Fund, International Fund, Small Cap Index Fund, and Small Cap Core Fund providing audit services, including audits of the annual financial statements and assistance and consultation in connection with SEC filings for the fiscal period ended as of November 30, 1999. 56 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 Emerging Markets Fund, International Fund and Strategic Income Fund, their respective subadvisor (each, a "Subadvisor"). In selecting a broker-dealer to execute securities transactions, the Advisor and each Subadvisor considers a variety of factors, including the execution capability, financial responsibility and responsiveness of the broker-dealer in seeking best price and execution. However, in the case of the Advisor, a predominant factor in selecting a broker-dealer to execute securities transactions is often the nature and quality of any brokerage and research services provided by the broker-dealer. The Funds may pay a broker-dealer a commission in excess of that which another broker-dealer might have charged for effecting the same transaction (a practice commonly referred to as "paying up"). The Funds may pay up in recognition of the value of brokerage and research services provided to the Advisor or Subadvisors by the broker-dealer. In such cases, the Funds are in effect paying for the brokerage and research services in so-called "soft-dollars". However, the Advisor and Subadvisors would authorize the Funds to pay an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged only if the Advisor or Subadvisor determined in good faith that the amount of such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Advisor or Subadvisor with respect to the Funds. The types of brokerage services the Advisor or Subadvisors receive from broker-dealers include automated equity trade order entry and execution systems and systems which provide an automated DTC interface to facilitate securities trading, clearance and settlement. Such brokerage services may be provided as a part of a product that bundles many separate and distinct brokerage, execution, investment management, custodial and record-keeping services into one package. The types of research services the Advisor or Subadvisors 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 hardware and software and related consulting services and other services that assist in the investment decisionmaking process. Research 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 with corporate and industry spokespersons or may be generated by third parties but are provided to the Adviser or Subadvisors by, or through, broker-dealers. The research products and services the Advisor or Subadvisors receive from broker-dealers are supplemental to, and do not necessarily reduce, the Advisor's or Subadvisors' own normal research activities. As a practical matter, however, it would be impossible for the Advisor or Subadvisors to generate all of the information presently provided by broker-dealers. The expenses of the Advisor or Subadvisors would be materially increased if they attempted to generate such additional information through their own staffs. To the extent that the Advisor or Subadvisors could use cash to purchase many of the brokerage and research products and services received for allocating securities transactions to broker-dealers, the Advisor and Subadvisors are relieved of expenses that they might otherwise bear when such services are provided by broker-dealers. As a general matter, the brokerage and research products and services the Advisor and Subadvisors receive from broker-dealers are used to service all of their respective accounts. However, any particular brokerage and research product or service may not be used to service each and every client account, and may not benefit the particular accounts that generated the brokerage commissions. In some cases, the Advisor and Subadvisors may receive brokerage or research products or services that are used for both brokerage or research purposes and other purposes, such as accounting, record-keeping, administration or marketing. In such cases, the respective Advisor or Subadvisor will make a good faith effort to decide the relative proportion of the cost of such products or services used for non-brokerage or research purposes and will pay for such portion from its own funds. In such circumstance, the Advisor or Subadvisor has a conflict of interest in making such decisions. Subject to their best price and execution responsibilities, the Advisor and Subadvisors may consider the placement of orders by securities firms for the purchase of Fund shares as a factor in allocating portfolio transactions. 57 The Advisor effects equity securities transactions on behalf of the Funds through its trading desks in Minneapolis and Milwaukee. Each trading desk makes its own determinations regarding allocation of brokerage among the various broker-dealers it uses to execute trades, including evaluations of the quality of execution, the research products and services received and the commissions paid. The trading desks communicate with each other, and each has access to the trade blotter of the other, but they otherwise operate independently. One trading desk may therefore be selling a given security at the same time that the other trading desk is buying the security. Many of the Funds' portfolio transactions involve payment of a brokerage commission by the appropriate 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 Emerging Markets Fund, International Fund and Strategic Income Fund 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 United States 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 American Depositary Receipts, or ADRs, European Depositary Receipts, or EDRs, or securities convertible into foreign equity securities. ADRs and EDRs 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, any sub-advisor or the Distributor unless such transactions, including the frequency thereof, the receipt of commission payable in connection therewith, and the selection of the affiliated broker or dealer effecting such transactions are not unfair or unreasonable to the shareholders of the 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, Federated Global, Clay Finlay or Marvin & Palmer are simultaneously engaged in the purchase or sale of the same security, the prices and amounts are allocated in accordance with a formula considered by the Advisor, Federated Global, Clay Finlay or Marvin & Palmer 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 September 30, 1999, September 30, 2000 and September 30, 2001: FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED SEPTEMBER 30, 1999 SEPTEMBER 30, 2000 SEPTEMBER 30, 2001 Balanced Fund $ 560,619 $ 458,667 380,473 Equity Income Fund 315,203 393,204 319,497 Equity Index Fund 173,116 223,952 48,156 Large Cap Growth Fund 1,057,964 841,441 1,467,336 Large Cap Value Fund 2,605,857 2,592,112 2,467,114 Mid Cap Growth Fund 415,391 1,279,373 2,277,775 Mid Cap Value Fund 186,139 63,071 1,218,065 Small Cap Growth Fund (2) 174,400 993,808 2,067,210 Small Cap Value Fund 628,439 609,670 559,374 Emerging Markets Fund 343,748 613,829 458,578 58 International Fund 3,029,581 5,721,083 6,819,850 Health Sciences Fund 31,919 32,418 46,831 Real Estate Securities Fund 73,017 148,732 274,933 Technology Fund 153,043 280,498 610,550 Corporate Bond Fund(4) * 10,260 29,262 Fixed Income Fund -- 71,329 73,091 High Yield Bond Fund (5) * * -- Intermediate Term Bond Fund -- 45,450 16,411 Short Term Bond Fund -- 10,793 -- Strategic Income Fund 5,174 11,794 101,747 Arizona Tax Free Fund(4) * -- -- California Intermediate Tax Free Fund -- -- -- California Tax Free Fund(4) * -- -- Colorado Intermediate Tax Free Fund -- 3,667 4,500 Colorado Tax Free Fund(4) * -- 300 Intermediate Tax Free Fund 8,125 30,208 4,993 Minnesota Intermediate Tax Free Fund 3,000 1,500 1,250 Minnesota Tax Free Fund 11,683 14,130 14,071 Nebraska Tax Free Fund (6) * * -- Oregon Intermediate Tax Free Fund -- -- -- Tax Free Fund 22,669 21,008 10,429 Mid Cap Index Fund(7) -- 67,421 63,431 Small Cap Index Fund(8) 98,519** 18,766 139,701 Science & Technology Fund(9) 21,635** 71,478 96,693 Micro Cap Fund(10) 171,579 311,350 472,445 Small Cap Core Fund(11) 319,318** 244,212 1,088,077 Mid Cap Core Fund(12) 1,732,758 1,618,878 1,741,723 Capital Growth Fund(13) 305,414** 227,042 149,202 Relative Value Fund(14) 219,478** 129,016 90,196 Large Cap Core Fund(15) 347,203 296,518 310,893 Growth & Income Fund(16) 944,299 1,119,522 831,237 Bond IMMDEX Fund(17) 0 0 -- U.S. Government Securities Fund(18) 0** 0** -- Missouri Tax Free Fund(19) 0** 0** -- - --------------------------- * Fund was not in operation during this fiscal year. ** Fiscal year ends were November 30, 1999 and 1998. (1) Includes brokerage commissions paid by the Fund's predecessor arising from a merger transaction between certain FAIF Funds and Piper Funds Inc., Piper Funds Inc. - II, Piper Institutional Funds Inc. and Piper Global Funds Inc. (2) Small Cap Growth Fund is the financial reporting survivor of Piper Small Company Growth Fund. Piper Small Company Growth Fund paid aggregate brokerage commissions during the fiscal years ended September 30, 1995, September 30, 1996 and September 30, 1997, of $125,638, $65,924 and $4,020, respectively. (3) For the ten month period from December 1, 1997 to September 30, 1998. (4) Commenced operations February 1, 2000. (5) Commenced operations on August 30, 2001. (6) Commenced operations on February 28, 2001. (7) Firstar Mid Cap Index Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Index Fund. Firstar Mid Cap Index Fund paid brokerage commissions during the fiscal years ended October 31, 1998, October 31, 1999 and October 31, 2000. (8) Firstar Small Cap Index Fund is the accounting survivor of the reorganization transaction with First American Small Cap Index Fund. Firstar Small Cap Index Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. (9) Firstar Science & Technology Fund is the accounting survivor of the reorganization transaction with First American Science & Technology Fund. Firstar Science & Technology Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. (10) Firstar Micro Cap Fund is the accounting survivor of the reorganization transaction with First American Micro Cap Fund. Firstar Micro Cap Fund paid brokerage commissions during the fiscal years ended October 31, 1998, October 31, 1999 and October 31, 2000. (11) Firstar Small Cap Core Fund is the accounting survivor of the reorganization transaction with First American Small Cap Core Fund. Firstar Small Cap Core Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. (12) Firstar Mid Cap Core Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Core Fund. Firstar Mid Cap Core Fund paid brokerage commissions during the fiscal years ended October 31, 1998, October 31, 1999 and October 31, 2000. 59 (13) Firstar Large Cap Growth Fund is the accounting survivor of the reorganization transaction with First American Capital Growth Fund. Firstar Large Cap Growth Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. (14) Firstar Relative Value Fund is the accounting survivor of the reorganization transaction with First American Relative Value Fund. Firstar Relative Value Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. (15) Firstar Large Cap Core Fund is the accounting survivor of the reorganization transaction with First American Large Cap Core Fund. Firstar Large Cap Core Fund paid brokerage commissions during the fiscal years ended October 31, 1998, October 31, 1999 and October 31, 2000. (16) Firstar Growth & Income Fund is the accounting survivor of the reorganization transaction with First American Growth & Income Fund. Firstar Growth & Income Fund paid brokerage commissions during the fiscal years ended October 31, 1998, October 31, 1999 and October 31, 2000. (17) Firstar Bond IMMDEX Fund is the accounting survivor of the reorganization transaction with First American Bond IMMDEX Fund. Firstar Bond IMMDEX Fund paid brokerage commissions during the fiscal years ended October 31, 1998, October 31, 1999 and October 31, 2000. (18) Firstar U.S. Government Securities Fund is the accounting survivor of the reorganization transaction with First American U.S. Government Securities Fund. Firstar U.S. Government Securities Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. (19) Firstar Missouri Tax Exempt Bond Fund is the accounting survivor of the reorganization transaction with First American Missouri Tax Free Fund. Firstar Missouri Tax Exempt Bond Fund paid brokerage commissions during the fiscal years ended November 30, 1998, November, 1999 and October 31, 2000. At September 30, 2000, Balanced Fund held equity securities of Chase Manhattan in the amount of $2,540,313, equity securities of Morgan Stanley in the amount of $1,984,194, and mortgage-backed securities of Merrill Lynch in the amount of $6,004,099; Equity Income Fund held equity securities of J.P. Morgan in the amount of $3,777,230; Equity Index Fund held equity securities of Chase Manhattan in the amount of $7,955,935, equity securities of J.P. Morgan in the amount of $2,755,646, equity securities of Merrill Lynch in the amount of $6,858,852, equity securities of Morgan Stanley in the amount of $13,521,229, and equity securities of Paine Webber in the amount of $1,314,676; Large Cap Growth Fund held equity securities of Morgan Stanley in the amount of $16,723,919; Large Cap Value Fund held equity securities of Chase Manhattan in the amount of $32,516,000 and equity securities of Morgan Stanley in the amount of $12,243,481; Corporate Bond Fund held mortgage-backed securities of Morgan Stanley in the amount of $973,891; Fixed Income Fund held corporate obligations of Goldman Sachs in the amount $14,193,750, mortgage-backed securities of J.P. Morgan in the amount of $10,378,682, mortgage-backed securities of Merrill Lynch in the amount of $21,350,154, and mortgage-backed securities of Morgan Stanley in the amount of $10,745,385; Intermediate Term Bond Fund held mortgage-backed securities of Merrill Lynch in the amount of $6,004,099, mortgage-backed securities of Morgan Stanley in the amount of $5,263,046, and corporate obligations of Salomon Smith Barney in the amount of $1,988,840; Short Term Bond Fund held asset-backed securities of Chase Manhattan in the amount of $2,558,259, corporate obligations of Goldman Sachs in the amount of $1,472,570, corporate obligations of Merrill Lynch in the amount of $688,856, corporate obligations of Morgan Stanley in the amount of $2,017,280, and mortgage-backed securities of Merrill Lynch in the amount of $4,853,782; and Strategic Income Fund held corporate obligations of Merrill Lynch in the amount of $910,580 and mortgage-backed securities of Morgan Stanley in the amount of $1,947,783, all of which are deemed to be "regular brokers or dealers" of the Funds. CAPITAL STOCK Each share of a Fund's $.0001 par value common stock is fully paid, nonassessable, and transferable. Shares may be issued as either full or fractional shares. Fractional shares have pro rata the same rights and privileges as full shares. Shares of the 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 Funds vote together as one series. The shares do not have cumulative voting rights. Consequently, the holders of more than 50% of the shares voting for the election of directors are able to elect all of the directors if they choose to do so. On issues affecting only a particular Fund or class of shares, the shares of that Fund or class 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 pertaining to a class of shares. Under the laws of the state of Maryland and FAIF's Bylaws, FAIF is not required to hold shareholder meetings unless they (i) are required by the 1940 Act, or (ii) are requested in writing by the holders of 10% or more of the outstanding shares of FAIF. As of January 2, 2001, 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: 60 - ------------------------------------------------- ------------------------------------------------------------ PERCENTAGE OF OUTSTANDING SHARES - ------------------------------------------------- ------------------------------------------------------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CLASS A CLASS B CLASS C CLASS Y CLASS S - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BALANCED FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BALANCED A OMNIBUS ACCOUNT 13.27% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BALANCE B OMNIBUS ACCOUNT 27.99% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BALANCE C OMNIBUS ACCOUNT 80.69% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 8.02% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 35.95% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 E 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 30.79% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO. 7.62% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 15.56% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 61 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BALANCED FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA CUST 76.64% DIANE L SCHMIDT IRA ROLLOVER 6863 CURTIS WAY FLORENCE KY 41042-1312 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MAURICE A BOLAND 23.36% 4245 VALLEY QUAIL BLVD N WESTERVILLE OH 43081-3734 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA CUST 100.00% MICHAEL J BASIE ROTH IRA 9342 CLOPTON CT MENTOR OH 44060-1784 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 62 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INCOME FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INCOME A OMNIBUS ACCOUNT 23.86% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INCOME B OMNIBUS ACCOUNT 35.38% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INCOME C OMNIBUS ACCOUNT 90.47% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 71.75% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 5.77% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 E 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BANK AND CO 9.28% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 7.96% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BISYS BD SERVICES INC 21.91% STEWART G SWIFT PO BOX 4054 CONCORD CA 94524-4054 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR 77.55% PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 63 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INDEX FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INDEX A OMNIBUS ACCOUNT 16.64% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INDEX B OMNIBUS ACCOUNT 30.51% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EQUITY INDEX C OMNIBUS ACCOUNT 43.93% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 27.82% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 14.59% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ METLIFE DEFINED CONTRIBUTION GROUP 9.20% AS AGENT FOR FIRST TR NATL ASSOC TR FBO UTD HEALTHCARE CORP 401 (K) SP 2 MONTGOMERY ST #3 JERSEY CITY NJ 07302-3802 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 11.25% US BANCORP CAP U/A 01-01-1984 180 EAST 5TH ST STE SPEN0502 SAINT PAUL, MN 550101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 12.06% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 15.27% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK TR 33.20% MERCANTILE BANCORPORATION INC- HORIZEN ATTN GREG ANTRAINER PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO 23.70% C/O FIRSTAR EAST PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 39.02% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 64 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP GROWTH FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP GROWTH A OMNIBUS ACCOUNT 62.54% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 5.29% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP GROWTH B OMNIBUS ACCOUNT 35.08% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP GROWTH C OMNIBUS ACCOUNT 87.23% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 80.63% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 7.35% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 10.60% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 65 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP VALUE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP VALUE A OMNIBUS ACCOUNT 57.96% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP VALUE B OMNIBUS ACCOUNT 39.91% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP VALUE C OMNIBUS ACCOUNT 89.42% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 65.06% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 9.33% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 23.92% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100.00% ATTN TEENA LARSON MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 66 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MICRO CAP - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MICRO CAP A OMNIBUS ACCOUNT 7.07% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CHARLES SCHWAB AND CO INC FOR THE EXCLUSIVE 35.92% BENEFIT OF ITS CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94101-4122 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MICRO CAP C OMNIBUS ACCOUNT 99.94% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 18.07% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO 5.80% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO 10.63% C/O FIRSTAR TRUST CO PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 55.31% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 5.55% C/O FIRSTAR TRUST PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 13.54% ATTN MUTUAL FUNDS/INCOM PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO 64.01% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO 18.30% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 67 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP GROWTH FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP GROWTH A OMNIBUS ACCOUNT 72.72% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP GROWTH B OMNIBUS ACCOUNT 42.41% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP GROWTH C OMNIBUS ACCOUNT 79.91% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 18.12% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 42.42% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 9.84% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 8.21% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 8.18% US BANCORP CAP U/A 01-01-1984 180 EAST 5TH ST STE SPEN0502 SAINT PAUL, MN 550101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 11.64% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 5.43% ATTN TEENA LARSON BCMNH05M 800 NICOLLET MALL MINNEAPOLIS MN 55402 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 94.57% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 68 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP VALUE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP VALUE A OMNIBUS ACCOUNT 30.57% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP GROWTH B OMNIBUS ACCOUNT 39.51% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP GROWTH C OMNIBUS ACCOUNT 70.73% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 61.95% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 13.73% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 13.82% US BANCORP CAP U/A 01-01-1984 180 EAST 5TH ST STE SPEN0502 SAINT PAUL, MN 550101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 9.71% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 99.98% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 69 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP GROWTH FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP GROWTH A OMNIBUS ACCOUNT 59.63% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 10.11% US BANK NATIONAL ASSOCIATION CUST DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP GROWTH B OMNIBUS ACCOUNT 37.39% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP GROWTH C OMNIBUS ACCOUNT 81.79% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 83.04% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 7.20% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 5.63% USBANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN0502 ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 9.42% ATTN TEENA LARSON 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 90.58% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 70 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP VALUE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP VALUE A OMNIBUS ACCOUNT 19.17% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ UMB BANK NA 27.52% ANDERSON CORPORATION 401 (K) C/O JP MORGAN / AMERICAN CENTURY RETIREMENT PLAN SERVICES PO BOX 419784 KANSAS CITY, MO 64141-6784 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP VALUE B OMNIBUS ACCOUNT 38.55% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP VALUE C OMNIBUS ACCOUNT 81.59% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. VAR AND CO. 14.40% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 39.24% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 13.28% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 6.58 P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 18.03% USBANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN0502 ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100.00% ATTN TEENA LARSON BCMNH05M 800 NICOLLET MALL MINNEAPOLIS MN 55402 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 71 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EMERGING MARKETS FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EMERGING MARKETS A OMNIBUS ACCOUNT 68.19% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EMERGING MARKETS B OMNIBUS ACCOUNT 16.55% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ RBC DAIN RAUSCHER CUSTODIAN 8.08% DANA LALLO INDIVIDUAL RETIREMENT ACCOUNT 6838 W ELM HURST AVE LITTLETON, CO 80128-5611 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BEAR STEARNS SECURITIES CORP 40.70% FBO 748-52940-24 1 METROTECH CENTER NORTH BROOKLYN, NY 11201-3870 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ EMERGING MARKETS C OMNIBUS ACCOUNT 93.00% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 18.65% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 48.53% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 6.66% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 23.70% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100.00% ATTN TEENA LARSON 601 2ND AVE S MINNEAPOLIS MN 55402-4303 72 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ STRATEGIC INCOME FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 28.70% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ STRATEGIC INCOME B OMNIBUS ACCOUNT USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.14% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS FBO 35268231 100 S 5TH ST STE 1400 MINNEAPOLIS, MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 5.35% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO MER-112577 EDNA E WORKER WORKER TTEE 420 S KIRKWOOD RD APT 310 KIRKWOOD. MO 63122-6164 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 7.23% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO #M22-801461 CLARA A LIVENSPARGER TTEE CLAR A LIVENSPARGER T DTD U/A 9/24/98 826 SAPPINGTON RD CRESTWOOD, MO 63126-1003 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 63.43% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 14.23% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 15.45% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 73 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ ARIZONA TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ ARIZONA TAX FREE A OMNIBUS ACCOUNT 91.08% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ ARIZONA TAX FREE C OMNIBUS ACCOUNT 94.33% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 79.73% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 15.72% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 74 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CALIFORNIA INTERMEDIATE TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 47.36% FBO 118602021 100 S 5TH ST STE 1400 MINNEAPOLIS, MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 99.99% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ OHIO TAX FREE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ STEPHEN L SAHLFELD 8.55% 3615 BRENTWOOD AVE CINCINNATTI OH 45208-1925 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ UNITED MEDICAL RESOURCES 76.83% 5151 PFEIFFER RD CINCINNATTI OH 45242-4854 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK NA 97.60% ATTN ACH DEPT SL-TW-17TF PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ GOVERNMENT OBLIGATIONS FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DONALDSON LUFKIN JENRETTE 5.85% SECURITES CORP INC PO BOX 2052 JERSEY CITY NJ 07303-2052 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 44.94% US BANK TRUST CENTER ATTN LINDA FRITZ SPER0603 180 5TH ST E ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE 41.10% BENEFIT OF CUSTOMERS OF FBS INVESTMENTS SERVICES INC. 100 S 5TH ST STE 1400 ATTN: MONEY FUND UNIT R/R MINNEAPOLIS, MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 8.85% PO BOX 387 ST LOUIS, MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO 99.90% ATTN ACM DEPT SL-TW-17TF PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MN TAX FREE OMNIBUS ACCOUNT 77.02% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MN TAX FREE Y OMNIBUS ACCOUNT 8.42% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 77.76% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 5.49% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 75 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TAX FREE OBLIGATIONS FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TAX FREE OBLIGATIONS OMNIBUS ACCOUNT 63.76% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 24.63% ATTN: LYNN FLAGSTAD 800 NICOLLET AVE BC-MN-H18U MINNEAPOLIS, MN 55402-7020 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 87.72% US BANK TRUST CENTER ATTN LINDA FRITZ SPER0603 180 5TH ST E ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 9.07% PO BOX 387 ST LOUIS, MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK DISC 98.39% ATTN ACH DEPT SL-TW-17TF PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 76 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NEBRASKA TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NEBRASKA TX/FR A OMNIBUS ACCOUNT 28.27% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DEAN WITTER FOR THE BENEFIT OF MARCUS YOUNG 9.61% PO BOX 250 CHURCH ST STATION NEW YORK NY 10008-0250 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DEAN WITTER FBO 9.61 COZAD TELEPHONE CO. PO BOX 250 CHURCH ST STATION NW YORK NY 1008-0250 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 9.61% FBO 170111561 100 S 5TH ST STE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ UBATCO AND CO 27.40% ATTN TRUST OPERATIONS PO BOX 82535 LINCOLN NE 68501-2535 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NEBRASKA TX/FR COMNIBUS ACCOUNT 72.59% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ PRIMEVEST FINANCIAL SERVICES FBO 11.98% BRIAN J ENGEL 29129173 400 FIRST STREET SO SUITE 300 PO BOX 283 ST CLOUD MN 56302-0283 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DONALDSON LUFKIN JENRETTE 11.91% SECURITES CORP INC PO BOX 2052 JERSEY CITY NJ 07303-2052 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 97.56% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 77 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ OREGON INTERMEDIATE TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ ORE INTMED TX/FR A OMNIBUS ACCOUNT 13.90% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DOROTHY L HART 5.33% 1605OAK ST LA GRANDE OR 97850-1435 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FLORENCE L HART 5.33% 1310 WALNUT ST LA GRANDE OR 97850-1435 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BANK OF CASCADES 12.59% TTEES FRO MARY S DEFREMERY 1125 NW BOND ST BEND OR 97701-1925 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VERB AND CO. 9.90% 4380 SW MACADAM AVE STE 450 PORTLAND OR 97201-6407 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REDE AND CO. 16.08% 4380 SW MACADAM AVE STE 450 PORTLAND OR 97201-6407 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 93.45% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 78 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TAX FREE A OMNIBUS ACCOUNT 68.72% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TAX FREE C OMNIBUS ACCOUNT 39.77% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BAH-352918 52.61% KAREN A SWANSON WESLEY G SWANSON JTTEN 277 CTY ROAD B WOODVILLE WI 54028 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 10.65% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 5.76% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO. 77.80% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 79 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP INDEX FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP INDEX A OMNIBUS ACCOUNT 18.51% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.63% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCD-032360 NFSC/FMTC IRA ROLLOVER FBO MARYE ZENZOLA 2204 MAGNOLIA CT W BUFFALO GROVE IL 60089-6644 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DAVID A GLASS 7.17% 1121 BRONZE MEDAL RD OKLAHOMA CITY OK 73160-7975 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP INDEX C OMNIBUS ACCOUNT 55.51% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LPL FINANCIAL SERVICES 32.73% A/C 3414-7693 9785 TOWNE CENTER DRIVE SAN DIEGO CA 92121-1968 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 34.65% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 14.97% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO. 18.26% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 22.98% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO. 49.24% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO. C/O FIRSTAR 31.23% PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 19.53% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 80 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ PRIME OBLIGATIONS FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ PRIME OBLIGATIONS A OMNIBUS ACCOUNT 68.93% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 7.91% US BANK TRUST CENTER ATTN LINDA FRITZ SPER0603 180 5TH ST E ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE 19.22% BENEFIT OF CUSTOMERS OF FBS INVESTMENTS SERVICES INC. 100 S 5TH ST STE 1400 ATTN: MONEY FUND UNIT R/R MINNEAPOLIS, MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 30.95% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ PRIME OBLIGATIONS B OMNIBUS ACCOUNT USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ PRIME OBLIGATIONS C OMNIBUS ACCOUNT 72.07% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ C/O RON WAUTERS 5.04% NFSC FEBO #MER-031062 PELLA REGIONAL HEALTH CENTER HILLTOP 404 JEFFERSON PELLA IA 50219-1257 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ PRIME OBLIGATIONS INST Y OMNIBUS ACCOUNT 9.44% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 36.97% US BANK TRUST CENTER ATTN LINDA FRITZ SPER0603 180 5TH ST E ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SPECIALCUSTODY ACCOUNT FOR THE EXCLUSIVE 40.57% BENEFIT OF CUSTOMERS OF FBS INVESTMENTS SERVICES INC. 100 S 5TH ST STE 1400 ATTN: MONEY FUND UNIT R/R MINNEAPOLIS, MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 7.34% PO BOX 387 ST LOUIS, MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 100.00% PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 81 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP INDEX FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP INDEX A OMNIBUS ACCOUNT 38.87% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO M22-901857 12.49% FNSC FMTC IRA FBO BERNARD N FRANK 14052 AGUSTA DR CHESTERFIELD MO 63017-3302 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.83% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA CUST EUNICE I WATERS IRA ROLLOVER 2118 GLENSIDE AVE CINCINNATTI OH 45212-1140 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.50% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO BAH-889083 FNSC FMTC ROLLOVER IRA FBO PAULA M ROHRER 1730 CROSS ST MANITOWOC WI 54220-1837 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.45% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # MRA-03842 FNSC FMTC IRA FBO JANIS KAY DONNELL 2827 PLATTIN RD FESTUS MO 63028-3957 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.39% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO BCC-098094 ELIZABETH PASEK 515 KAREN DR BEREA OH 44017-1635 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.01% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA CUSTOMER ARCHIE BRIDGES IRA ROLLOVER PO BOX 5518 VERNON HILLS IL 60061-5518 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 7.89% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO BCD-059277 NFS/FMTC IRA FBO ROBERT MCGAHEY 9 STUBBLEFIELD RD WAYNESBORO VA 22980-9239 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 12.96% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ USBANCORP PIPER JAFFRAY A/C 4533-4053 US BANCORP CENTER 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 8.35% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DR KEUHSUN LEW MD CUST DR KEUHSUN LEW MD INC PENSION PLAN 1724 HIDDEN OAK TRAIL MANSFIELD OH 44906-3559 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DAVID A GLASS 11.67% 1121 BRONZE MEDAL RD OKLAHOMA CITY OK 73160-7975 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP INDEX C OMNIBUS ACCOUNT 30.74% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LPL FINANCIAL SERVICES 20.06% A/C 6142-6279 9785 TOWNE CENTER DR SAN DIEGO CA 92121-1968 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LPL FINANCIAL SERVICES 22.43% A/C 4092-9446 9785 TOWNE CENTER DR SAN DIEGO CA 92121-1968 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LPL FINANCIAL SERVICES 13.27% A/C 3414-7693 9785 TOWNE CENTER DR SAN DIEGO CA 92121-1968 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 72.54% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO 8.45% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 9.57% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 90.06% TRUSTEE OF THE MERCANTILE BANCORPORATION INC- HORIZEN ATTN GREG ANTRAINER PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 82 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SCIENCE & TECHNOLOGY FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SCIENCE AND TECHNOLOGY A OMNIBUS ACCOUNT 9.85% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO #BCD-033529 8.56% NFS/FMTC IRA FBO RICHARD WOLDING PO BOX 68 NELSONVILLE WI 54458-0068 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO #BCC-101869 6.93% AVAI EILON 3701 COMMERCIAL AVE #12 NORTHBROOK IL 60062-1835 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SCIENCE AND TECHNOLOGY C OMNIBUS ACCOUNT 94.00% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 7.02% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO 46.02% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND AND CO 22.81% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 14.66% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS AND CO 88.70% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 6.60% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE, WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 83 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TREASURY OBLIGATIONS FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TREASURY OBLIGATIONS A OMNIBUS ACCOUNT 5.00% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 43.19% US BANK TRUST CENTER ATTN LINDA FRITZ SPER0603 180 5TH ST E ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE 44.53% BENEFIT OF CUSTOMERS OF FBS INVESTMENTS SERVICES INC. 800 NICOLLET MALL ATTN: MONEY FUND UNIT R/R MINNEAPOLIS, MN 55402-7020 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 6.32% PO BOX 387 ST LOUIS, MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 60.06% US BANK TRUST CENTER ATTN LINDA FRITZ SPER0603 180 5TH ST E ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE 20.55% BENEFIT OF CUSTOMERS OF FBS INVESTMENTS SERVICES INC. 100 S 5TH ST STE 1400 ATTN: MONEY FUND UNIT R/R MINNEAPOLIS, MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 18.31% PO BOX 387 ST LOUIS, MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK NA 67.36% ATTN ACH DEPT SL-TW-17TF PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK NA CINCINATTI 29.84% ATTN ACH DEPT SL-TW-17TF PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 84 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TREASURY RESERVE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA 70.69% ATTN LIDA FLAGSTAD 800 NICOLLET AVE BC-MN-H18U MINNEAPOLIS MN 55402-7020 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NATIONAL FINANCIAL SERVICES CORP 13.38% FOR EXCL BEN OF CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FLOOR 200 LIBERTY ST 1 WORLD FINANCIAL CTR NEW YORK NY 10281-1003 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK NA CINCINNATTI 15.30% ATTN ACM DEPT SL-TW-17TF PO BOX 387 ST LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MICRO CAP VALUE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 100.00% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ THOMAS J THIEM 3121 HASENUER CT NORTH PLATTE NE 69101-0909 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ OHIO TAX EXEMPT MONEY MARKET - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100.00% ATTN TEENA LARSEN BCMNH05M 800 NICOLLET MALL MINNEAPOLIS MN 55402 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 85 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TECHNOLOGY FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TECHNOLOGY A OMNIBUS ACCOUNT 35.01% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 8.28% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 E 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIDELITY INVESTMENTS INSTL OPS CO 5.09% AGENT FOR CERTAIN EMPLOYEE BENE PLN 100 MAGELLAN WAY-KWIC COVINTON KY 41015-1999 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CHARLES SCHWAB & CO INC 8.68% SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TECHNOLOGY B OMNIBUS ACCOUNT 31.46% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ TECHNOLOGY C OMNIBUS ACCOUNT 74.26% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 19.63% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 11.19% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 41.98% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH STREET ST PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 15.55% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 8.05% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100.00% ATTN TEENA LARSON MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 86 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HEALTH SCIENCES FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HEALTH SCIENCE A OMNIBUS ACCOUNT 43.04% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 7.34% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ U S BANCORP INVESTMENTS INC 8.50% FBO 130266871 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HEALTH SCIENCE B OMNIBUS ACCOUNT 36.95% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HEALTH SCIENCE C OMNIBUS ACCOUNT 83.99% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 23.17% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 12.27% DAILY VALUED RETIREMENT SERVICES ATTN RECONCILIATION SPFT0401 180 EAST 5TH STREET ST PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 53.18% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 78.46% ATTN TEENA LARSON MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 21.54% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 87 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REAL ESTATE SECURITIES FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REAL ESTATE SEC A OMNIBUS ACCOUNT 27.50% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ UNIFIED TRUST COMPANY NA OMNIBUS 19.33% 2353 ALEXANDRIA DR STE 100 LEXINGTON KY 40504-3208 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REAL ESTATE SEC B OMNIBUS ACCOUNT 40.66% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REAL ESTATE SEC C OMNIBUS ACCOUNT 92.97% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 33.06% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 9.45% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 20.66% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 19.70% C/O FIRSTAR BANK PI BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 8.43% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 44.24% C/O FIRSTAR TRUST CO PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 54.71% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 88 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTERNATIONAL FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTERNATIONAL A OMNIBUS ACCOUNT 50.25% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 6.14% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CHARLES SCHWAB & CO INC 5.90% SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTERNATIONAL B OMNIBUS ACCOUNT 48.37% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTERNATIONAL C OMNIBUS ACCOUNT 80.73% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 17.42% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 25.91% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 7.13% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH STREET ST PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 14.12% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 6.31% US BANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN0502 SAINT PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 8.47% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WE 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 13.34% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 51.86% TRUSTEE OF THE MERCANTILE BANCORPORATION INC - HORIZEN ATTN GREG ANTRAINER PO BOX 387 SAINT LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 20.01% C/O FIRSTAR EAST PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 5.96% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 15.95% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 6.04% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 89 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CORPORATE BOND FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CORP BOND C OMNIBUS ACCOUNT 84.45% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFITS OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 36.60% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR & CO 10.73% P O BOX 64482 ST PAUL MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 6.17% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 39.16% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 45.64% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 51.10% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIXED INCOME FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIXED INCOME A OMNIBUS ACCOUNT 36.35% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIXED INCOME B OMNIBUS ACCOUNT 29.94% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIXED INCOME C OMNIBUS ACCOUNT 71.02% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCC-083275 8.08% TIMOTHY F MADDEN TTEE ROSEBUD CHAR REMAINDER UNITRUST U/A 12/22/00 1876 GLUEK LANE ROSEVILLE MN 55113-3851 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 49.26% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATIONAL ASSOCIATION CUST 10.07% DAILY VALUED RETIREMENT PROGRAMS ATTN RECONCILIATION SPFT0401 180 EAST 5TH ST ST PAUL, MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 7.09% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 14.20% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 12.50% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK 30.62% TRUSTEE OF THE MERCANTILE BANCORPORATION INC - HORIZEN ATTN GREG ANTRAINER PO BOX 387 SAINT LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REXTEX & CO 20.59% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 46.63% C/O FIRSTAR TRUST CO PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 90 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HIGH YIELD BOND FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HIGH YIELD A OMNIBUS ACCOUNT 82.31% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HIGH YIELD B OMNIBUS ACCOUNT 59.45% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BAH-678848 8.06% HELEN R FREYMARK TTEE HELEN R FREYMARK LIV TRUST U/A 7/23/98 441 NORTH PARK BLVD UNIT 2G GLEN ELLYN IL 60137-4614 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US CLEARING CORP 20.36% FBO 172-04798-13 26 BROADWAY NEW YORK NY 10004-1703 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ HIGH YIELD C OMNIBUS ACCOUNT 99.00% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFT 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 91.64% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100.00% ATTN TEENA LARSON MPFP1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 91 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTERMEDIATE TERM BOND FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTER TERM INC A OMNIBUS ACCOUNT 28.17% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN: TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MCWOOD & CO 13.15% PO BOX 29522 RALEIGH NC 27626-0522 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 6.74% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 46.23% C/O FIRSTAR EAST PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 25.63% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 20.77% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 7.20% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SHORT TERM BOND FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LTD TERM INC A OMNIBUS ACCOUNT 14.72% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN: TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 6.04% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 21.95% C/O FIRSTAR TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 50.44% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 27.61% A PARTNERSHIP ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 92 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CALIFORNIA TAX FREE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ Calif TAX FREE OMNIBUS ACCOUNT 41.96% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ Calif TAX FREE C OMNIBUS ACCOUNT 89.71% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 10.00% FBO 124245781 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 59.88% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 21.97% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SAND & CO 18.15% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 93 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ COLORADO INTERMEDIATE TAX FREE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ COLO INTER TX/FR A OMNIBUS ACCOUNT 11.61% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ UMBSC & CO 17.96% IC GEORGE R WEBSTER TRUST A/C #51-1504-00-3 PO BOX 419260 KANSAS CITY MO 64141-6260 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 8.88% FBO 180642381 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 8.83% FBO 124245781 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 36.56% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 56.88% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 94 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ COLORADO TAX FREE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ COLO TAX FREE OMNIBUS ACCOUNT 43.27% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 5.36% FBO 111200371 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANCORP INVESTMENTS 5.07% FBO 124024421 100 SOUTH FIFTH STREET SUITE 1400 MINNEAPOLIS MN 55402-1217 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INVESTORS INDEPENDENT TRUST CO 5.66% FBO VISTA BANK 507 CANYON BLVD BOULDER CO 80302-5058 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ COLO TAX FREE C OMNIBUS ACCOUNT 90.41% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LPL FINANCIAL SERVICES 6.24% A/C 1245-1496 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 66.60% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 18.45% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 12.93% % FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 95 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTERMEDIATE TAX FREE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ INTER TX/FR A OMNIBUS ACCOUNT 13.61% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 49.06% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 17.30% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 21.40% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MINNESOTA INTERMEDIATE TAX FREE - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MN INTER TX/FR A OMNIBUS ACCOUNT 36.58% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ ALFRED P GALE 10.69% 2350 HIGHLAND RD MAPLE PLAIN MN 55359-9570 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ DEAN WITTER FBO 11.09% RALPH J HAFNER MARITAL TRUST PO BOX 250 CHURCH STREET STATION NEW YORK NY 10008-0250 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 89.58% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 96 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MINNESOTA TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MN TAX FREE OMNIBUS ACCOUNT 77.02% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MN TAX FREE Y OMNIBUS ACCOUNT 8.42% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 77.76% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 5.49% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 97 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP CORE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ SMALL CAP CORE C OMNIBUS ACCOUNT 47.31% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCD-059064 28.93% NFS/FMTC IRA R/O FBO BEVERLY NIEMI 4206 N WILSON DRIVE APT # 5 SHOREWOOD WI 53211-1439 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATL ASSN CUST 12.78% IRA A/C DARREL TUTEWOHL 2150 AZTEC LN MENDOTA HTS MN 55120-1608 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 41.88% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 7.37% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 15.51% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 20.63% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 5.91% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REXTEX & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 98 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MID CAP CORE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCC-273813 95.86% MARTHA M WALSH REVOC TRUST MARTHA M WALSH TTEE 1840 N PROSPECT AVENUE APT # 402 MILWUAKEE WI 53202-1961 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 21.31% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 7.38% US BANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN502 SAINT PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 17.63% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 17.20% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 22.45% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 14.28% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 6.87% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 52.62% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 10.45% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 21.87% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 99 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPITAL GROWTH FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATL ASSN CUST 14.78% IRA A/C PEGGY KLITSCH 1721 W BURNSVILLE PKWY APT 317 BURNSVILLE MN 55337-2439 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATL ASSN CUST 60.73% IRA A/C DARREL TUTEWOHL 2150 AZTEC LN MENDOTA HTS MN 55120-1608 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATL ASSN CUST 20.91% IRA A/C SUE A TUTEWOHL 2150 AZTEC LN MENDOTA HTS MN 55120-1608 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 7.83% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 17.33% US BANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN502 SAINT PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 21.54% C/O FIRSTAR TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 39.46% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 83.48% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 5.59% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 5.60% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO % FIRSTAR TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.36% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 100 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ RELATIVE VALUE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 9.80% ATTN TEENA LARSON MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ RELATIVE VALUE C OMNIBUS ACCOUNT 90.20% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 32.66% US BANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN502 SAINT PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 29.09% C/O FIRSTAR TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 25.41% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 101 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP CORE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 70.32% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ LARGE CAP CORE C OMNIBUS ACCOUNT 28.79% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 26.92% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 18.96% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 14.44% C/O WISCONSON TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 29.07% C/O FIRSTAR BANK ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 23.66% C/O FIRSTAR BANK ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 9.84% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 80.26% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 18.29% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 102 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BOND IMMDEX - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BOND IMMEX C OMNIBUS ACCOUNT 14.44% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BAH-233617 13.22% DEBORAH A PITZKA W63 N 1015 HOLLY LN CEDARBURG WI 53012-1283 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCC-263125 27.93% MILTON F GUTGLASS PAULA GUTGLASS FIRSTAR BANK COLLATERAL AGENT 491 DESERT HOLLY DR PALM DESERT CA 92211-7412 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # MRA-014583 8.88% NFS/FMTC IRA FBO JOHN C DUKE 1913 LYNWOOD BENTON AR 72015-3182 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCD-059064 8.21% NFS/FMTC IRA R/O FBO BEVERLY NIEMI 4206 N WILSON DRIVE APT # 5 SHOREWOOD WI 53211-1439 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NFSC FEBO # BCC-273813 14.36% DEBORAH A PITZKA W63 N 1015 HOLLY LN CEDARBURG WI 53012-1283 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK TR 13.45% US BANCORP CAP U/A 01-01-1984 180 5TH ST E STE SPEN502 SAINT PAUL MN 55101-2672 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 28.79% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 17.47% ATTN MUTUAL FUNDS/INCOME C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 18.54% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 33.09% ATTN MUTUAL FUNDS/INCOME C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 50.89% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 20.94% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 8.29% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 103 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ GROWTH AND INCOME - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ GROWTH & INCOME C OMNIBUS ACCOUNT 98.47% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ VAR AND CO. 23.97% P.O. BOX 64482 ST PAUL, MN 55164-0482 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 16.74% C/O FIRST WISCONSIN TRUST CO ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 22.50% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO 23.49% C/O FIRSTAR BANK ATTN MUTUAL FUNDS/INCOME PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 8.69% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR BANK TR MERCANTILE BANCORPORATION INC - HOIZEN ATTN GREG ANTRAINER PO BOX 387 SAINT LOUIS MO 63166-0387 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 68.71% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REXTEX & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 17.52% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 13.77% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ U.S. GOVERNMENT SECURITIES FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA CUST 6.94% ROBERT W DAVIS IRA ROLLOVER 818 BROADWAY EXT ELSBERRY MO 63343-1109 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MAYTON CONSTRUCTION TR 6.10% MAYTON CONST PFT SHARING PL 122 CENTRAL LN MALVERN AR 72104-6739 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NA CUST 11.51% KATHLEEN M HYLAND IRA ROLLOVER 3367 PARKCREST LN APT 1 CINCINNATI OH 45211-6324 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ GOV'T SECURITIES CL C OMNIBUS ACCOUNT 88.18% USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN TA SERVICES MPFP 1922 601 2ND AVE S MINNEAPOLIS, MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ US BANK NATL ASSN CUST 6.26% IRA A/C THEODORE R ECKSTROM 2335 DECATUR AVE N GOLDEN VALLEY MN 55427-3214 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO 12.42% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 79.11% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 80.79% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ REXTEX & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 7.13% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MUGGS & CO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 6.88% - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ CAPINCO C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ 104 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ MISSOURI TAX FREE FUND - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRST AMERICAN FUNDS 100% ATTN TEENA LARSON MPFP 1922 601 2ND AVE S MINNEAPOLIS MN 55402-4303 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ BAND & CO 84.41% C/O FIRSTAR BANK PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ FIRSTAR TRUST 13.21% C/O FIRSTAR PO BOX 1787 MILWAUKEE WI 53201-1787 - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ - ------------------------------------------------- ----------- ----------- ----------- ----------- ------------ NET ASSET VALUE AND PUBLIC OFFERING PRICE The public offering price of the shares of a Fund generally equals the Fund's net asset value plus any applicable sales charge. A summary of any applicable sales charge assessed on Fund share purchases is set forth in the Fund's Prospectuses. The public offering price of each Fund's Class A and Class C Shares as of September 30, 2001 was as set forth below. Please note that the public offering prices of Class B, Class Y and Class S Shares are the same as net asset value since no sales charges are imposed on the purchase of such shares. PUBLIC OFFERING PRICE CLASS A CLASS C Balanced Fund $10.05 $9.59 Capital Growth Fund 15.53 14.83 Equity Income Fund 12.84 12.21 Growth & Income Fund 32.97 31.48 Large Cap Core Fund 25.86 24.69 Large Cap Growth Fund 9.87 9.23 Large Cap Value Fund 16.91 16.06 Relative Value Fund 25.49 24.33 Equity Index Fund 20.64 19.61 Mid Cap Index Fund 9.93 9.47 Small Cap Index Fund 10.24 9.78 Micro Cap Fund 17.87 17.07 Mid Cap Core Fund 29.98 28.62 Mid Cap Growth Fund 5.96 5.52 Mid Cap Value Fund 14.54 13.77 Small Cap Core Fund 12.67 12.09 Small Cap Growth Fund 11.94 11.13 Small Cap Value Fund 14.18 13.26 Emerging Markets Fund 6.21 5.86 International Fund 9.48 8.84 Health Sciences Fund 10.41 9.83 Real Estate Securities Fund 13.88 13.21 Science & Technology Fund 4.97 4.75 Technology Fund 6.73 6.34 Bond IMMDEX Fund 30.44 29.44 Corporate Bond Fund 10.45 10.07 Fixed Income Fund 11.87 11.45 High Yield Bond Fund 9.71 9.40 Intermediate Term Bond Fund 10.50 * Short Term Bond Fund 10.51 * Strategic Income Fund 8.74 8.43 U.S. Government Securities Fund 11.50 11.11 Arizona Tax Free Fund 11.48 11.09 California Intermediate Tax Free Fund 10.65 * California Tax Free Fund 11.67 11.29 Colorado Intermediate Tax Free Fund 11.04 * Colorado Tax Free Fund 11.58 11.19 Intermediate Tax Free Fund 11.20 * Minnesota Intermediate Tax Free Fund 10.45 * Minnesota Tax Free Fund 11.55 11.15 Missouri Tax Free Fund 12.58 12.17 Nebraska Tax Free Fund 10.65 10.24 Oregon Intermediate Tax Free Fund 10.41 * Tax Free Fund 11.48 11.07 * Class C shares not offered. 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 105 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 September 30, 2001, the net asset values per share for each class of shares of the Funds were calculated as follows. No Class S Shares were outstanding as of such date. - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- NET ASSETS SHARES NET ASSET OUTSTANDING VALUE PER SHARE - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- CAPITAL GROWTH FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $8,597,419 585,477 $14.68 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $46,102,673 3,159,313 $14.59 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $15 1 $14.68 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $11,881,420 808,873 $14.69 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $131,961,269 8,932,173 $14.77 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- BALANCED FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $127,589,370 13,424,418 $9.50 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $47,150,082 4,994,827 $9.44 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $2,351,099 247,870 $9.49 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $39,527,170 4,160,114 $9.50 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $375,983,024 39,462,084 $9.53 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- EQUITY INCOME FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $24,556,888 2,025,021 $12.13 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $11,515,811 954,459 $12.07 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $8,028,153 663,841 $12.09 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $328,293 27,077 $12.12 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $267,361,074 21,916,302 $12.20 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- GROWTH & INCOME FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $150,322,727 4,823,641 $31.16 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $11,612,659 376,347 $30.86 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $31 1 $31.17 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $44,820,935 1,439,147 $31.14 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $497,781,661 15,950,663 $31.21 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- LARGE CAP CORE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $34,330,009 1,404,520 $24.44 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $2,954,372 123,425 $23.94 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $24 1 $24.44 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $2,801,567 114,589 $24.45 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $316,212,815 12,684,845 $24.93 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- LARGE CAP GROWTH FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $85,443,548 9,155,837 $9.33 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $17,975,597 2,005,850 $8.96 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $13,177,028 1,441,909 $9.14 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $9 1 $9.33 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $594,162,913 62,913,602 $9.44 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- LARGE CAP VALUE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $94,064,434 5,887,747 $15.98 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $38,107,807 2,425,497 $15.71 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $10,140,728 637,960 $15.90 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $16 1 $15.97 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $970,189,970 60,564,491 $16.02 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- 106 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- RELATIVE VALUE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $33,287,813 1,381,987 $24.09 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $12,081,297 503,145 $24.01 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $24 1 $24.09 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $34,004,063 1,413,130 $24.06 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $344,494,811 14,284,925 $24.12 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- EQUITY INDEX FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $188,410,393 9,660,241 $19.50 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $95,585,724 4,955,350 $19.29 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $29,559,782 1,523,153 $19.41 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $38,220,187 1,959,911 $19.50 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $1,567,607,003 80,422,440 $19.49 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MID CAP INDEX FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $2,971,894 316,726 $9.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $1,265,396 135,638 $9.33 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $10 1 $9.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $4,301,259 458,748 $9.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $176,856,990 18,854,877 $9.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- SMALL CAP INDEX FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $340,863 35,219 $9.68 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $106,870 11,101 $9.63 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $10 1 $9.68 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $13,885,734 1,439,877 $9.64 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $54,168,505 5,586,165 $9.70 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MICRO CAP FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $45,233,153 2,678,010 $16.89 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $3,164,937 192,521 $16.44 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $549 32 $16.90 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $2,014,459 119,270 $16.89 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $266,115,427 15,310,783 $17.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MID CAP CORE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $82,042,954 2,895,811 $28.33 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $2,607,874 94,534 $27.59 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $28 1 $28.33 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $1,483,880 52,458 $28.29 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $406,349,006 13,958,718 $29.11 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MID CAP GROWTH FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $102,836,791 18,256,764 $5.63 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $3,518,344 650,555 $5.41 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $6,245,581 1,144,880 $5.46 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $10 2 $5.63 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $227,034,638 39,244,797 $5.79 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MID CAP VALUE - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $13,582,984 988,816 $13.74 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $11,310,967 845,702 $13.37 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $3,311,943 242,902 $13.63 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $44,268 3,222 $13.74 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $291,931,685 21,197,518 $13.77 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- SMALL CAP CORE - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $17,351,342 1,449,925 $11.97 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $1,978,651 175,452 $11.28 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $12 1 $11.97 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $3,721,357 311,721 $11.94 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $291,701,705 23,789,500 $12.26 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- SMALL CAP GROWTH FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $31,913,370 2,829,384 $11.28 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $5,008,934 479,813 $10.44 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $6,377,964 578,706 $11.02 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $11 1 $11.28 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $330,917,100 28,775,417 $11.50 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- 107 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- SMALL CAP VALUE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $34,291,712 2,559,602 $13.40 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $12,391,788 952,846 $13.01 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $4,547,448 346,465 $13.13 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $13 1 $13.40 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $434,096,950 32,192,203 $13.48 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- EMERGING MARKETS FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $3,243,862 552,985 $5.87 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $173,389 30,258 $5.73 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $89,530 15.,436 $5.80 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $10 2 $5.87 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $40,281,933 6,803,758 $5.92 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- INTERNATIONAL FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $64,906,904 7,242,301 $8.96 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $10,857,648 1,285,176 $8.45 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $17,805,855 2,036,043 $8.75 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $9,461,078 1,055,586 $8.96 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $661,885,927 73,300,055 $9.03 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- HEALTH SCIENCES FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $6,513,580 661,782 $9.84 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $3,496,574 371,931 $9.40 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $5,328,752 547,847 $9.73 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $10 1 $9.84 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $17,140,889 1,725,852 $9.93 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- REAL ESTATE SECURITIES FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $2,421,259 184,515 $13.12 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $1,723,778 132,408 $13.02 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $340,898 26,058 $13.08 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $320,169 24.401 $13.12 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $96,262,502 7,319,112 $13.15 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- SCIENCE & TECHNOLOGY FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $987,958 210,077 $4.70 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $3,562,681 765,303 $4.66 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $9 2 $4.70 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $1,858,248 395,201 $4.70 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $28,292,777 5,966,475 $4.74 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- TECHNOLOGY FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $29,083,997 4,572,482 $6.36 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $15,973,878 2,770,538 $5.77 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $9,009,603 1,434,645 $6.28 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $6 1 $6.36 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $59,653,581 9,128,705 $6.53 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- BOND IMMDEX FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $87,775,292 3,011,589 $29.15 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $8,505,089 292,012 $29.13 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $46,666 1,601 $29.15 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $10,329,627 354,331 $29.15 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $645,133,581 22,118,904 $29.17 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- CORPORATE BOND FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $9,820,143 981,215 $10.01 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $22,607,801 2,266,065 $9.98 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $5,208,666 522,284 $9.97 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $3,236,975 323,453 $10.01 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $185,392,260 18,532,315 $10.00 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- 108 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- FIXED INCOME FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $119,066,686 10,475,579 $11.37 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $15,070,977 1,334,309 $11.29 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $7,147,845 630,570 $11.34 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $35,061,764 3,084,817 $11.37 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $1,368,812,037 120,435,165 $11.37 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- HIGH YIELD BOND FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $161,422 17,354 $9.30 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $40,015 4,299 $9.31 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $3,748,732 402,640 $9.31 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $10 1 $9.30 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $8,308,189 892,004 $9.31 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- INTERMEDIATE TERM BOND FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $61,224,846 5,968,238 $10.26 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $723,924 70,566 $10.26 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $878,694,893 85,865,062 $10.23 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- SHORT TERM BOND FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $133,177,128 12,969,918 $10.27 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $361,654 35,221 $10.27 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $277,244,125 26,988,623 $10.27 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- STRATEGIC INCOME FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $19,014,344 2,270,485 $8.37 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $2,426,230 290,755 $8.35 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $4,240,198 508,018 $8.35 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $10 1 $8.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $155,145,944 18,515,459 $8.38 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- U.S. GOVERNMENT SECURITIES FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $7,751,175 703,874 $11.01 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class B $2,038,570 184,861 $11.03 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $105,064 9,555 $11.00 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class S $19,091,875 1,740,230 $10.97 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $183,883,100 16,701,670 $11.01 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- ARIZONA TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $13,971,265 1,270,984 $10.99 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $2,002,869 182,386 $10.98 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $5,822,154 529,615 $10.99 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- CALIFORNIA INTERMEDIATE TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $3,391,505 325,655 $10.41 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $43,647,16 4,185,868 $10.43 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- CALIFORNIA TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $18,138,778 1,624,086 $11.17 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $646,915 57,855 $11.18 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $6,725,731 602,107 $11.17 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- COLORADO INTERMEDIATE TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $8,320,191 771,057 $10.79 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $47,906,344 4,450,251 $10.76 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- COLORADO TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $20,549,753 1,853,424 $11.09 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $1,697,502 153,255 $11.08 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $1,923,249 173,215 $11.10 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- 109 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- INTERMEDIATE TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $23,235,789 2,122,898 $10.95 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $458,743,332 41,977,133 $10.93 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MINNESOTA INTERMEDIATE TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $12,408,088 1,215,832 $10.21 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $255,939,402 25,177,896 $10.17 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MINNESOTA TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $107,259,933 9,694,950 $11.06 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $6,382,094 578,185 $11.04 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $49,078,488 4,441,070 $11.05 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- MISSOURI TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $22,573,277 1,872,991 $12.05 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $12 1 $12.05 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $129,714,782 10,759,964 $12.06 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- NEBRASKA TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $5,090,056 499,238 $10.20 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $226,344 22,323 $10.14 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $22,442,773 2,201,973 $10.19 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- OREGON INTERMEDIATE TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $5,476,732 538,204 $10.18 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $153,951,419 15,123,653 $10.18 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- TAX FREE FUND - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class A $48,768,821 4,436,528 $10.99 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class C $4,493,750 410,091 $10.96 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- Class Y $501,360,539 45,572,313 $11.00 - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- - ------------------------------------------------------ -- ----------------- -- ----------------- -- ----------------- -- 110 FUND PERFORMANCE LINKED PERFORMANCE. Advertisements and other sales literature for the Funds' Class Y shares may include linked performance where there is a performance history of less than five years. That is, in situations where a Fund has a share class with an inception date reflecting a performance history longer than five years, but that same Fund's Class Y shares have an inception date reflecting a shorter performance history, the Fund may advertise Class Y share performance "linked" to the inception date of the older share class. This performance presentation will not be adjusted to reflect actual Class Y share fees and expenses, and the Fund will (additionally) provide performance based on the Fund's actual Class Y share inception date. Fund prospectuses and annual report(s) will continue to reflect actual share class performance from actual inception dates. PERFORMANCE PRESENTATION. Advertisements and other sales literature for the Funds may refer to a Fund's "average annual total return" and "cumulative total return." In addition, each Fund may provide yield calculations in advertisements and other sales literature. All such yield and total return quotations are based on historical earnings and are not intended to indicate future performance. The return on and principal value of an investment in any of the Funds will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. AVERAGE ANNUAL TOTAL RETURN. Average annual total return is the average annual compounded rate of return on a hypothetical $1,000 investment made at the beginning of the advertised period. Average annual total return figures are computed according to the following formula: n P(1 + T) = ERV Where: P = a hypothetical initial payment of $1,000 T = average annual total return n = number of years ERV = ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of such period This calculation deducts the maximum sales charge from the initial hypothetical $1,000 investment, assumes all dividends and capital gains distributions are reinvested at net asset value on the appropriate reinvestment dates as described in the applicable Prospectus, and includes all recurring fees, such as investment advisory and management fees, charged to all shareholder accounts. For Class B and Class C Shares, the calculation assumes the maximum deferred sales load is deducted at the times, in the amounts and under the terms disclosed in the applicable Prospectus. Average annual total return quotations may be accompanied by quotations that do not reflect the sales charges, and therefore will be higher. The Advisor and Distributor have waived a portion of their fees on a voluntary basis, thereby increasing total return and yield. These fees may or may not be waived in the future in the Advisor's or Distributor's discretion. CUMULATIVE TOTAL RETURN. Cumulative total return is calculated by subtracting a hypothetical $1,000 investment in a Fund from the redeemable value of such investment at the end of the advertised period, dividing such difference by $1,000 and multiplying the quotient by 100. Cumulative total return is computed according to the following formula: CTR = (ERV-P) 100 ------ P Where: CTR = Cumulative total return; ERV = ending redeemable value at the end of the period of a hypothetical $1,000 payment made at the beginning of such period; and P = initial payment of $1,000. This calculation assumes all dividends and capital gain distributions are reinvested at net asset value on the appropriate reinvestment dates as described in the applicable Prospectus and includes all recurring fees, such as investment advisory and management fees, charged to all shareholder accounts. 111 Based on the foregoing, the cumulative and the average annual total returns for each class of the Funds from inception through September 30, 2001, were as set forth below. The performance for Class A, Class B, Class C and Class S Shares will normally be lower than for Class Y Shares because Class A, Class B, Class C and Class S Shares are subject to sales and distribution charges and/or shareholder servicing fees not charged to Class Y Shares. Inception dates of Share Classes are listed in parentheses. - --------------------- ------------------- ------------------- ------------------- ------------------- ------------------- Cumulative Average Annual Average Annual Average Annual Average Annual Since Inception Since Inception One Year Five Year Ten Year - --------------------- ------------------- ------------------- ------------------- ------------------- ------------------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Without With Without With Without With Without With Without With - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- ------------------- ------------------- ------------------- ------------------- ------------------- Sales Charge Sales Charge Sales Charge Sales Charge Sales Charge - --------------------- ------------------- ------------------- ------------------- ------------------- ------------------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- % % % % % % % % % % - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- CAPITAL GROWTH FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (3/31/00) (43.80) (46.90) (31.88) (34.40) (43.28) (46.39) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B 92.60 92.60 10.12 10.12 (43.66) (46.40) 4.95 4.62 -- -- (12/29/94) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 2.58 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (38.82) -- -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/18/97) 1.19 -- 0.29 -- (43.17) -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- BALANCED FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 83.80 73.63 9.48 8.55 (18.38) (22.88) 5.99 4.80 -- -- (12/14/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) (1.94) (4.22) (0.75) (1.66) (19.00) (22.37) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 2.15 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) (14.03) -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 113.89 -- 8.33 -- (18.14) -- 6.29 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- EQUITY INCOME FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 149.19 135.53 10.95 10.24 (3.89) (9.19) 10.74 9.49 -- -- (12/18/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 119.18 119.18 11.64 11.64 (4.64) (8.35) 9.98 9.72 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 2.00 0.97 0.75 0.36 (4.74) (6.40) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 4.75 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/2/94) 134.55 -- 12.64 -- (3.71) -- 11.08 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- GROWTH & INCOME FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (1/9/95) 128.30 115.70 13.06 12.11 (25.48) (29.58) 7.85 6.64 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/1/99) (15.62) (17.70) (6.36) (7.26) (26.00) (29.31) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 3.94 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (23.50) -- -- -- -- -- -- -- -- -- (11/27/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y 217.42 -- 10.33 -- (25.30) -- 8.11 -- 10.75 -- (12/29/89) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- LARGE CAP CORE FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (1/9/95) 91.03 80.49 10.11 9.18 (37.47) (40.92) 5.36 4.18 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/1/99) (22.41) (24.35) (9.35) (10.24) (37.95) (40.67) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 2.95 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (31.27) -- -- -- -- -- -- -- -- -- (11/27/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y 102.88 -- 8.42 -- (37.34) -- 5.62 -- -- -- (12/29/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- LARGE CAP GROWTH FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 58.59 49.89 5.39 4.72 (51.45) (54.11) 2.09 0.95 -- -- (12/18/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 66.56 66.56 7.42 7.42 (51.79) (53.93) 1.34 1.09 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) (36.14) (36.78) (15.51) (15.84) (51.78) (52.70) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 2.87 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/2/94) 77.92 -- 8.38 -- (51.31) -- 2.36 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- LARGE CAP VALUE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 333.35 309.60 11.23 10.78 (13.72) (18.48) 6.10 4.91 10.94 10.32 (12/22/87) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 97.15 97.15 9.99 9.99 (14.42) (18.29) 5.31 5.08 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) (12.80) (13.67) (5.02) (5.38) (14.36) (15.99) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 4.24 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 116.14 -- 10.60 -- (13.53) -- 6.38 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 112 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- RELATIVE VALUE FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (6/5/91) 207.54 190.67 11.50 10.89 (12.18) (17.00) 9.55 8.32 12.06 11.42 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/3/98) (4.67) (7.44) (1.36) (2.18) (12.75) (17.07) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 3.57 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (13.53) -- -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/18/97) 16.27 -- 3.73 -- (11.97) -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- EQUITY INDEX FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 171.55 156.67 12.03 11.31 (26.95) (30.98) 9.55 8.32 -- -- (12/14/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 132.25 132.25 12.55 12.55 (27.49) (31.00) 8.73 8.44 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) (18.68) (19.51) (7.48) (7.83) (27.50) (28.92) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 3.72 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 148.10 -- 12.61 -- (26.78) -- 9.83 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MID CAP INDEX FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (11/4/99) 4.22 (1.50) 2.19 (0.79) (20.51) (24.90) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (11/4/99) 2.85 (0.88) 1.48 (0.46) (21.05) (24.64) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 3.42 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (14.77) -- -- -- -- -- -- -- -- -- (11/27/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (11/4/99) 4.67 -- 2.42 -- (20.26) -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SMALL CAP INDEX FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 8.25 2.32 2.92 0.84 (12.33) (17.16) -- -- -- -- (12/30/98) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (12.11) (16.50) -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 2.11 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S 7.80 -- 2.77 -- (12.39) -- -- -- -- -- (12/30/98) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y 8.76 -- 3.10 -- (12.13) -- -- -- -- -- (12/30/98) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MICRO CAP FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (8/1/95) 352.15 327.36 27.73 26.57 (29.23) (33.13) 21.35 19.99 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/1/99) 128.99 125.99 37.81 37.10 (29.79) (32.19) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 3.43 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S 68.90 -- -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/1/95) 359.43 -- 28.06 -- (29.07) -- 21.67 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MID CAP CORE FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (1/9/95) 98.26 87.36 10.72 9.79 (22.64) (26.89) 5.66 4.47 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/1/99) 16.20 14.00 5.98 5.20 (23.28) (25.75) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 3.39 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (20.87) -- -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y 266.39 -- 11.68 -- (22.46) -- 5.91 -- 10.09 -- (12/28/89) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MID CAP GROWTH FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/31/98) 281.96 261.02 12.43 11.88 (49.38) (52.17) 4.36 3.18 10.63 10.01 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (7/31/98) (2.08) (3.25) (0.66) (1.04) (49.65) (51.11) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) (9.29) (10.23) (3.60) (3.97) (49.73) (50.53) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 1.81 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (7/31/98) 26.04 -- 5.14 -- (49.22) -- 4.64 -- 10.77 -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MID CAP VALUE - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 314.38 291.67 10.87 10.42 (5.41) (10.61) 2.94 1.78 10.24 9.61 (12/22/87) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 62.70 62.70 7.07 7.07 (6.21) (10.90) 2.18 1.94 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 0.30 (0.72) 0.11 (0.27) (6.17) (8.05) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 3.23 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 78.00 -- 7.83 -- (5.37) -- 3.20 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 113 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SMALL CAP CORE* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (5/6/92) 159.24 145.03 10.66 10.00 (15.56) (20.20) 6.66 5.46 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/6/95) 61.17 61.17 7.54 7.54 (16.14) (19.36) 5.94 5.66 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 2.13 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S 80.2 -- 7.90 -- (15.42) -- 6.72 -- -- -- (12/31/93) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (5/6/92) 164.62 -- 10.90 -- (15.37) -- 6.98 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SMALL CAP GROWTH FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/31/98) 254.04 254.04 9.08 9.08 (41.71) (44.90) 9.58 8.34 9.85 9.85 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (7/31/98) 9.05 6.77 2.77 2.09 (42.14) (44.40) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 0.42 (0.61) 0.16 (0.23) (42.14) (43.16) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 0.98 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (7/31/98) 12.67 -- 3.84 -- (41.55) -- 9.75 -- 9.94 -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SMALL CAP VALUE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (8/1/94) 129.99 117.38 12.33 11.45 (6.36) (11.49) 6.30 5.11 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (9/24/97) 0.16 (1.98) 0.04 (0.52) (7.24) (11.12) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 16.92 15.71 6.05 5.64 (7.08) (8.78) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 4.36 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/1/94) 133.47 -- 12.56 -- (6.25) -- 6.54 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- EMERGING MARKETS FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/31/98) (41.12) (44.34) (6.49) (7.16) (30.94) (34.71) (7.83) (8.87) -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (7/31/98) (21.18) (23.55) (7.28) (8.18) (31.54) (34.96) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) (41.77) (42.35) (27.76) (28.19) (31.44) (32.84) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 2.62 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (7/31/98) (18.57) -- (6.32) -- (30.84) -- (7.67) -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- INTERNATIONAL FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (4/7/94) 33.65 26.32 3.99 3.20 (32.27) (35.98) 2.89 1.73 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 34.64 34.64 4.63 4.63 (32.77) (35.77) 2.13 1.84 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) -- -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 35.91 -- 4.21 -- (32.25) -- 2.87 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (4/4/94) 38.13 -- 4.41 -- (32.09) -- 3.18 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- HEALTH SCIENCES FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (1/31/96) 29.43 22.34 4.66 3.62 (17.35) (21.91) 5.58 4.40 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (1/31/96) 24.17 23.23 3.89 3.76 (17.99) (21.64) 4.82 4.50 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) 11.77 10.64 6.92 6.27 (17.92) (19.44) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 8.61 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (1/31/96) 31.24 -- 4.91 -- (17.15) -- 5.84 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- REAL ESTATE SECURITIES FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (9/29/95) 83.41 73.38 10.63 9.60 8.69 2.71 9.19 7.96 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (9/29/95) 75.05 75.05 9.78 9.78 7.93 2.93 8.39 8.10 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) 35.51 34.12 20.05 19.31 7.93 5.85 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 4.87 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (6/30/95) 96.01 -- 11.36 -- 9.01 -- 9.47 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SCIENCE & TECHNOLOGY FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (3/31/00) (78.57) (79.75) (64.15) (65.48) (78.80) (79.97) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/9/99) (53.40) (54.80) (29.98) (30.97) (78.91) (79.97) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) (7.11) -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (73.43) -- -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/9/99) (52.60) -- (29.42) -- (78.74) -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 114 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- TECHNOLOGY FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (4/4/94) 48.79 40.63 5.45 4.66 (83.30) (84.22) (7.57) (8.61) -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 43.03 43.03 5.15 5.15 (83.42) (84.07) (8.22) (8.40) -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) (84.35) (84.51) (67.22) (67.42) (83.43) (83.73) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) (8.49) -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (4/4/94) 51.31 -- 5.68 -- (83.26) -- (7.30) -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- BOND IMMDEX FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (1/9/95) 72.78 65.45 8.47 7.78 12.62 7.84 7.76 6.83 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (3/1/99) 18.30 15.30 6.72 5.67 11.81 6.81 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 0.66 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S 9.56 -- -- -- -- -- -- -- -- -- (12/11/00) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y 156.70 -- 8.35 -- 12.89 -- 8.03 -- 7.92 -- (12/29/89) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- CORPORATE BOND FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (2/1/00) 16.68 11.76 9.72 6.92 10.94 6.18 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (2/1/00) 15.23 10.24 8.90 6.04 10.06 5.08 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) 15.10 13.96 8.83 8.18 10.10 8.02 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 0.81 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/1/01) 156.70 -- 8.35 -- 12.89 -- 8.03 -- 7.92 -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- FIXED INCOME FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 182.01 170.12 7.82 7.48 12.50 7.76 7.19 6.26 7.12 6.66 (12/22/87) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/15/94) 56.99 56.99 6.53 6.53 11.59 6.59 6.40 6.09 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 14.57 13.47 5.25 4.86 11.68 9.55 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 0.80 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (4/4/94) 64.28 -- 6.70 -- 12.76 -- 7.47 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- HIGH YIELD BOND FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (8/30/01) (6.61) (8.71) -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (8/30/01) (6.51) (11.17) -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (8/30/01) (6.55) (8.39) -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) (1.90) -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/30/01) (6.51) -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- INTERMEDIATE TERM BOND FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 64.71 61.01 7.70 7.34 12.01 9.53 7.16 6.68 -- -- (12/14/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 10.58 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 78.05 -- 6.83 -- 12.08 -- 7.40 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SHORT TERM BOND FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 64.04 60.35 5.79 5.52 10.46 7.95 6.54 6.05 -- -- (12/14/92) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) 0.20 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 57.19 -- 6.09 -- 10.62 -- 6.59 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- STRATEGIC INCOME FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/20/98) 6.82 2.31 2.09 0.72 1.99 (2.39) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (7/20/98) 4.37 1.86 1.35 0.58 1.17 (3.53) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 5.95 4.85 2.20 1.80 1.04 (0.90) -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (9/24/01) (0.24) -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (7/20/98) 7.62 -- 2.33 -- 2.12 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- U.S. GOVERNMENT SECURITIES FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (6/2/88) 155.63 144.85 7.30 6.95 11.37 6.67 6.55 5.62 6.42 5.96 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class B (5/11/95) 42.87 42.87 5.74 5.74 10.68 5.68 5.87 5.55 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 0.36 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class S (6/7/94) 58.29 -- 6.48 -- 11.44 -- 6.54 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/1/91) 105.24 -- 6.98 -- 11.67 -- 6.86 -- 6.74 -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 115 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ARIZONA TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (2/1/00) 19.45 16.77 11.28 9.77 10.50 8.02 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) 18.83 17.65 10.93 10.27 10.15 8.01 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/1/00) 20.02 -- 11.60 -- 10.76 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- CALIFORNIA INTERMEDIATE TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (8/8/97) 24.44 21.65 5.42 4.84 8.41 5.98 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/8/97) 24.68 -- 5.47 -- 8.39 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- CALIFORNIA TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (2/1/00) 20.96 15.86 12.12 9.25 9.73 5.10 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) 20.30 19.11 11.76 11.09 9.42 7.31 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/1/00) 21.41 -- 12.37 -- 9.99 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- COLORADO INTERMEDIATE TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (4/4/94) 53.54 50.09 5.89 5.57 9.75 7.25 5.50 5.02 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (4/4/94) 53.17 -- 5.86 -- 9.67 -- 5.45 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- COLORADO TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (2/1/00) 20.50 15.42 11.86 9.01 11.78 7.05 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/00) 19.79 18.60 11.47 10.80 11.41 9.26 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/1/00) 21.04 -- 12.17 -- 12.02 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- INTERMEDIATE TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A 115.93 111.08 5.75 5.57 9.19 6.74 5.42 4.93 5.44 5.20 (12/22/87) - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/4/94) 43.86 -- 4.87 -- 9.20 -- 5.40 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MINNESOTA INTERMEDIATE TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (2/25/94) 44.88 41.62 5.00 4.69 8.85 6.35 5.33 4.85 -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/28/94) 44.40 -- 4.96 -- 8.89 -- 5.26 -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MINNESOTA TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/11/98) 141.99 131.79 6.91 6.56 9.24 4.62 5.84 4.93 6.50 6.04 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 10.07 9.02 3.67 3.30 8.88 6.78 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/1/97) 24.69 -- 5.44 -- 9.52 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- MISSOURI TAX FREE FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/15/88) 104.88 96.16 6.73 6.31 9.61 4.94 5.53 4.61 6.17 5.71 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (9/24/01) 0.17 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (7/15/88) 148.28 -- 7.13 -- 9.96 -- 5.76 -- 6.38 -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- NEBRASKA TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (2/28/01) 4.48 0.08 -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/28/01) 3.71 1.69 -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (2/28/01) 4.51 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- 116 - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- OREGON INTERMEDIATE TAX FREE FUND - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (8/8/97) 11.77 9.21 4.27 3.37 9.08 6.68 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/8/97) 22.47 -- 5.01 -- 9.08 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- TAX FREE FUND* - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class A (7/11/88) 31.71 26.12 5.81 4.87 9.75 5.11 -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class C (2/1/99) 0.27 -- -- -- -- -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Class Y (8/3/98) 32.89 -- 6.00 -- 10.15 -- -- -- -- -- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- - --------------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- * Firstar Large Cap Growth Fund is the accounting survivor of the reorganization transaction with First American Capital Growth Fund, consummated on September 24, 2001. Firstar Balanced Fund is the accounting survivor of the reorganization transaction with First American Balanced Fund, consummated on September 24, 2001. Firstar Growth & Income Fund is the accounting survivor of the reorganization transaction with First American Growth & Income Fund, consummated on September 24, 2001. Firstar Large Cap Core Fund is the accounting survivor of the reorganization transaction with First American Large Cap Core Fund, consummated on September 24, 2001. Firstar Relative Value Fund is the accounting survivor of the reorganization transaction with First American Relative Value Fund, consummated on September 24, 2001. Firstar Mid Cap Index Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Index Fund, consummated on September 24, 2001. Firstar Small Cap Index Fund is the accounting survivor of the reorganization transaction with First American Small Cap Index Fund, consummated on September 24, 2001. Firstar Micro Cap Fund is the accounting survivor of the reorganization transaction with First American Micro Cap Fund, consummated on September 24, 2001. Firstar Mid Cap Core Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Core Fund, consummated on September 24, 2001. Firstar Small Cap Core Fund is the accounting survivor of the reorganization transaction with First American Small Cap Core Fund, consummated on September 24, 2001. Piper Small Company Growth Fund, which consummated a reorganization transaction with Small Cap Growth Fund on July 31, 1998. Piper Small Company Growth Fund is the accounting survivor. Effective September 12, 1996, shareholders of Piper Small Company Growth Fund approved a change in the Fund's investment objective from high total investment return consistent with prudent investment risk to long-term capital appreciation. In connection with this change, the fund's investment policies were revised accordingly. Firstar International Growth Fund is the accounting survivor of the reorganization transaction with First American International Fund, consummated on September 24, 2001. Firstar Science & Technology Fund is the accounting survivor of the reorganization transaction with First American Science & Technology Fund, consummated on September 24, 2001. Firstar Bond IMMDEX Fund is the accounting survivor of the reorganization transaction with First American Bond IMMDEX Fund, consummated on September 24, 2001. Firstar Intermediate Bond Fund is the accounting survivor of the reorganization transaction with First American Intermediate Term Bond Fund, consummated on September 24, 2001. Firstar U.S. Government Securities Fund is the accounting survivor of the reorganization transaction with First American U.S. Government Securities Fund, consummated on September 24, 2001. Firstar Missouri Tax Exempt Bond Fund is the accounting survivor of the reorganization transaction with First American Missouri Tax Free Fund, consummated on September 24, 2001. Firstar National Municipal Bond Fund is the accounting survivor of the reorganization transaction with First American Tax Free Fund, consummated on September 24, 2001. YIELD. Yield is computed by dividing the net investment income per share (as defined under Securities and Exchange Commission rules and regulations) earned during the advertised period by the offering price per share (including the maximum sales charge) on the last day of the period. The result will then be "annualized" using a formula that provides for semi-annual compounding of income. Yield is computed according to the following formula: 6 YIELD = 2[(a-b + 1) - 1] (--- ) ( cd ) Where: a = dividends and interest earned during the period; b = expenses accrued for the period (net of reimbursements); c = the average daily number of shares outstanding during the period that were entitled to receive dividends; and d = the maximum offering price per share on the last day of the period. 117 Based upon the 30-day period ended September 30, 2001, the yields for the Class A, Class B, Class C, Class S and Class Y Shares of the Funds were as set forth below. CLASS A CLASS B CLASS Y CLASS C Capital Growth Fund* -- -- -- -- Balanced Fund* 5.87% 3.53% 6.69% -- Equity Income Fund 2.05% 1.34% 2.29% 1.36% Growth & Income Fund* 1.06% -- 1.07% -- Large Cap Core Fund* -- -- -- -- Large Cap Growth Fund -- -- -- -- Large Cap Value Fund 1.10% 0.34% 1.37% 0.33% Relative Value Fund* 3.62% 1.25% 4.40% -- Equity Index Fund 0.77% 0.08% 1.04% 0.08% Mid Cap Index Fund* 1.56% -- 2.36% -- Small Cap Index Fund* -- -- -- -- Micro Cap Fund* -- -- -- -- Mid Cap Core Fund* -- -- -- -- Mid Cap Growth Fund -- -- -- -- Mid Cap Value Fund 1.01% 0.26% 1.27% 0.26% Small Cap Core Fund* -- -- -- -- Small Cap Growth Fund -- -- -- -- Small Cap Value Fund -- -- -- -- Emerging Markets Fund -- -- -- -- International Fund* -- -- -- -- Health Sciences Fund -- -- -- -- Real Estate Securities Fund 11.79% 9.61% 12.50% 9.45% Science & Technology Fund* -- -- -- -- Technology Fund -- -- -- -- Bond IMMDEX Fund* 3.75% 3.23% 3.92% -- Corporate Bond Fund 7.35% 6.62% 7.60% 6.64% Fixed Income Fund 5.34% 4.72% 5.56% 4.72% High Yield Bond Fund 5.23% 5.21% 5.23% 4.78% Intermediate Term Bond Fund* 4.30% -- 4.52% -- Short Term Bond Fund 5.78% -- 5.92% -- Strategic Income Fund 7.74% 7.01% 7.99% 7.01% U.S. Government Securities Fund* 3.54% 3.02% 3.70% -- Arizona Tax Free Fund 5.18% -- 5.42% 4.79% California Intermediate Tax Free Fund 4.21% -- 4.20% -- California Tax Free Fund 4.74% -- 5.01% 4.27% Colorado Intermediate Tax Free Fund 4.28% -- 4.30% -- Colorado Tax Free Fund 5.15% -- 5.37% 4.82% Intermediate Tax Free Fund 3.63% -- 3.64% -- Minnesota Intermediate Tax Free Fund 4.17% -- 4.19% -- Minnesota Tax Free Fund 4.38% -- 4.62% 4.03% Missouri Tax Free Fund* 2.84% -- 3.01% -- Nebraska Tax Free Fund 3.77% -- 4.00% 3.64% Oregon Intermediate Tax Free Fund 4.42% -- 4.42% -- Tax Free Fund* 3.36% -- 3.7% -- - ---------------------- * Reflects information for predecessor funds. Firstar Large Cap Growth Fund is the accounting survivor of the reorganization transaction with First American Capital Growth Fund, consummated on September 24, 2001. Firstar Balanced Fund is the accounting survivor of the reorganization transaction with First American Balanced Fund, consummated on September 24, 2001. Firstar Growth & Income Fund is the accounting survivor of the reorganization transaction with First 118 American Growth & Income Fund, consummated on September 24, 2001. Firstar Large Cap Core Fund is the accounting survivor of the reorganization transaction with First American Large Cap Core Fund, consummated on September 24, 2001. Firstar Relative Value Fund is the accounting survivor of the reorganization transaction with First American Relative Value Fund, consummated on September 24, 2001. Firstar Mid Cap Index Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Index Fund, consummated on September 24, 2001. Firstar Small Cap Index Fund is the accounting survivor of the reorganization transaction with First American Small Cap Index Fund, consummated on September 24, 2001. Firstar Micro Cap Fund is the accounting survivor of the reorganization transaction with First American Micro Cap Fund, consummated on September 24, 2001. Firstar Mid Cap Core Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Core Fund, consummated on September 24, 2001. Firstar Small Cap Core Fund is the accounting survivor of the reorganization transaction with First American Small Cap Core Fund, consummated on September 24, 2001; Firstar International Growth Fund is the accounting survivor of the reorganization transaction with First American International Fund, consummated on September 24, 2001. Firstar Science & Technology Fund is the accounting survivor of the reorganization transaction with First American Science & Technology Fund, consummated on September 24, 2001. Firstar Bond IMMDEX Fund is the accounting survivor of the reorganization transaction with First American Bond IMMDEX Fund, consummated on September 24, 2001. Firstar Intermediate Bond Fund is the accounting survivor of the reorganization transaction with First American Intermediate Term Bond Fund, consummated on September 24, 2001. Firstar U.S. Government Securities Fund is the accounting survivor of the reorganization transaction with First American U.S. Government Securities Fund, consummated on September 24, 2001. Firstar Missouri Tax Exempt Bond Fund is the accounting survivor of the reorganization transaction with First American Missouri Tax Free Fund, consummated on September 24, 2001. Firstar National Municipal Bond Fund is the accounting survivor of the reorganization transaction with First American Tax Free Fund, consummated on September 24, 2001. TAX-EXEMPT VS. TAXABLE INCOME. The tables below show the approximate yields that taxable securities must earn to equal yields that are (i) exempt from federal income taxes; (ii) exempt from both federal and Arizona income taxes; (iii) exempt from both federal and California income taxes; (iv) exempt from both federal and Colorado income taxes; (v) exempt from both federal and Minnesota income taxes; (vi) exempt from both federal and Missouri income taxes; (vii) exempt from both federal and Nebraska income taxes; and (viii) exempt from both federal and Oregon income taxes, under selected income tax brackets scheduled to be in effect in 2002. All of the tables assume that the investor is subject to a 27%, 30%, 35%, or 38.6% federal income tax rate in 2002. Furthermore, the combined federal/Arizona rates assume that the investor is subject to the maximum 5.04% Arizona income tax rate. The combined federal/California rates assume that the investor is subject to the maximum 9.3% marginal California income tax rate. The federal/Colorado rates assume that the investor is subject to a 4.63% Colorado income tax rate. The combined federal/Minnesota rates assume that the investor is subject to the maximum 7.85% Minnesota income tax rate. The combined federal/Missouri rates assume that the investor is subject to the maximum 6% Missouri income tax rate. The combined federal/Nebraska rates assume that the investor is subject to the maximum 6.68% Nebraska income tax rate. The combined federal/Oregon rates assume that the investor is subject to the maximum 9% Oregon income tax rate. FEDERAL TAX RATE ARIZONA & FEDERAL COMBINED RATE TAX 27.00% 30.00% 35.00% 38.60% 30.70% 33.50% 38.30% 41.70% EXEMPT YIELDS TAX EQUIVALENT YIELDS TAX EQUIVALENT YIELDS 3.0% 4.11% 4.29% 4.62% 4.89% 4.33% 4.51% 4.86% 5.15% 3.5% 4.79% 5.00% 5.38% 5.70% 5.05% 5.26% 5.67% 6.00% 4.0% 5.48% 5.71% 6.15% 6.51% 5.77% 6.02% 6.48% 6.86% 4.5% 6.16% 6.43% 6.92% 7.33% 6.49% 6.77% 7.29% 7.72% 5.0% 6.85% 7.14% 7.69% 8.14% 7.22% 7.52% 8.10% 8.58% 5.5% 7.53% 7.86% 8.46% 8.96% 7.94% 8.27% 8.91% 9.43% 6.0% 8.22% 8.57% 9.23% 9.77% 8.66% 9.02% 9.72% 10.29% 6.5% 8.90% 9.29% 10.00% 10.59% 9.38% 9.77% 10.53% 11.15% CALIFORNIA & FEDERAL COMBINED RATE MISSOURI & FEDERAL COMBINED RATE TAX 33.80% 36.5% 41.00% 44.30% 31.40% 34.20% 38.90% 42.30% EXEMPT YIELDS TAX EQUIVALENT YIELDS TAX EQUIVALENT YIELDS 3.0% 4.53% 4.72% 5.08% 5.39% 4.37% 4.56% 4.91% 5.20% 3.5% 5.29% 5.51% 5.93% 6.28% 5.10% 5.32% 5.73% 6.07% 4.0% 6.04% 6.30% 6.78% 7.18% 5.83% 6.08% 6.55% 6.93% 4.5% 6.80% 7.09% 7.63% 8.08% 6.56% 6.84% 7.36% 7.80% 5.0% 7.55% 7.87% 8.47% 8.98% 7.29% 7.60% 8.18% 8.67% 5.5% 8.31% 8.66% 9.32% 9.87% 8.02% 8.36% 9.00% 9.53% 6.0% 9.06% 9.45% 10.17% 10.77% 8.75% 9.12% 9.82% 10.40% 6.5% 9.82% 10.24% 11.02% 11.67% 9.48% 9.88% 10.64% 11.27% 119 MINNESOTA & FEDERAL COMBINED RATE COLORADO & FEDERAL COMBINED RATE TAX 32.7% 35.50% 40.10% 43.40% 30.40% 33.2% 38.00% 41.40% EXEMPT YIELDS TAX EQUIVALENT YIELDS TAX EQUIVALENT YIELDS 3.0% 4.46% 4.65% 5.01% 5.30% 4.31% 4.49% 4.84% 5.12% 3.5% 5.20% 5.43% 5.84% 6.18% 5.03% 5.24% 5.65% 5.97% 4.0% 5.95% 6.20% 6.68% 7.07% 5.75% 5.99% 6.45% 6.83% 4.5% 6.69% 6.98% 7.51% 7.95% 6.47% 6.74% 7.26% 7.68% 5.0% 7.43% 7.75% 8.35% 8.83% 7.18% 7.49% 8.06% 8.53% 5.5% 8.18% 8.53% 9.18% 9.72% 7.90% 8.24% 8.87% 9.39% 6.0% 8.92% 9.30% 10.02% 10.60% 8.62% 8.99% 9.68% 10.24% 6.5% 9.66% 10.08% 10.85% 11.48% 9.34% 9.74% 10.48% 11.09% NEBRASKA & FEDERAL COMBINED RATE OREGON & FEDERAL COMBINED RATE TAX 31.90% 34.70% 39.30% 42.70% 33.60% 36.60% 40.90% 44.10% EXEMPT YIELDS TAX EQUIVALENT YIELDS TAX EQUIVALENT YIELDS 3.0% 4.41% 4.59% 4.94% 5.24% 4.52% 4.73% 5.08% 5.37% 3.5% 5.14% 5.36% 5.77% 6.11% 5.27% 5.52% 5.92% 6.26% 4.0% 5.87% 6.13% 6.59% 6.98% 6.02% 6.31% 6.77% 7.16% 4.5% 6.61% 6.89% 7.41% 7.85% 6.78% 7.10% 7.61% 8.05% 5.0% 7.34% 7.66% 8.24% 8.73% 7.53% 7.89% 8.46% 8.94% 5.5% 8.08% 8.42% 9.06% 9.60% 8.28% 8.68% 9.31% 9.84% 6.0% 8.81% 9.19% 9.88% 10.47% 9.04% 9.46% 10.15% 10.73% 6.5% 9.54% 9.95% 10.71% 11.34% 9.79% 10.25% 11.00% 11.63% TAX-EQUIVALENT YIELD FOR TAX FREE FUNDS. Tax-equivalent yield is the yield that a taxable investment must generate in order to equal a Fund's yield for an investor in a stated federal or combined federal/state income tax bracket. The tax-equivalent yield for each tax-free Fund named below is computed by dividing that portion of such Fund's yield (computed as described above) that is tax-exempt by one minus the stated federal or combined federal/state income tax rate, and adding the resulting number to that portion, if any, of such Fund's yield that is not tax exempt. The combined federal/state income tax rates take into account the deductibility of state income taxes in calculating federal tax rates. Based upon the maximum federal income tax rate of 38.6% and the combined maximum federal/state tax rates of 41.7% for Arizona, 44.3% for California, 41.4% for Colorado, 43.4% for Minnesota, 42.3% for Missouri, 42.7% for Nebraska and 44.1% for Oregon, the tax equivalent yields for the Tax Free Funds named below for the 30-day period ended September 30, 2001, computed as described above, were as follows: CLASS A CLASS C CLASS Y Arizona Tax Free Fund 8.89% 8.22% 9.30% California Intermediate Tax Free Fund 7.56 * 7.54 California Tax Free Fund 8.51 7.67 8.99 Colorado Intermediate Tax Free Fund 7.30 * 7.34 Colorado Tax Free Fund 8.79 8.23 9.16 Intermediate Tax Free Fund 5.91 * 5.93 Minnesota Intermediate Tax Free Fund 7.37 * 7.40 Minnesota Tax Free Fund 7.74 7.12 8.16 Oregon Intermediate Tax Free Fund 7.91 * 7.91 Tax Free Fund 5.47 * 6.03 Nebraska Tax Free Fund 6.58 6.35 6.98 Missouri Tax Free Fund(1) 4.92 * 5.22 - -------------------- (1) Reflects information of Firstar Missouri Tax Exempt Bond Fund which consummated a reorganization transaction with First American Missouri Tax Free Fund on September 24, 2001. Firstar Missouri Tax Exempt Bond Fund is the accounting survivor. 120 CERTAIN PERFORMANCE COMPARISONS. In addition to advertising total return and yield, comparative performance information may be used from time to time in advertising the Funds' shares, including data from Lipper, Inc. ("Lipper"), Morningstar, other industry publications and other entities or organizations which track the performance of investment companies. The performance of each Fund may be compared to that of its unmanaged benchmark index and to the performance of similar funds as reported by Lipper or such other database services. HISTORICAL DISTRIBUTION RATES. The Funds' historical annualized distribution rates are computed by dividing the income dividends of a Fund for a stated period by the maximum offering price on the last day of such period. For the one-year period ended September 30, 2001, the historical distribution rates of the Class A, Class B, Class C, Class Y and Class S Shares of the Funds were as set forth below. CLASS A CLASS B CLASS C CLASS Y CLASS S Capital Growth Fund* -- -- -- -- -- Balanced Fund* 2.67% 1.98% 2.52% 3.09% 1.40% Equity Income Fund 2.47 1.77 1.80 2.90 -- Growth & Income Fund* 0.37 0.03 -- 0.68 0.26 Large Cap Core Fund* -- -- -- -- -- Large Cap Growth Fund -- -- -- -- -- Large Cap Value Fund 0.95 0.24 0.24 1.29 -- Relative Value Fund* 0.89 0.25 -- 1.22 0.87 Equity Index Fund 0.79 0.12 0.12 1.18 -- Mid Cap Index Fund* 0.51 -- -- 0.80 0.64 Small Cap Index Fund* 0.02 0.02 -- 0.18 -- Micro Cap Fund* -- -- -- -- -- Mid Cap Core Fund* -- -- -- -- -- Mid Cap Growth Fund -- -- -- -- -- Mid Cap Value Fund 0.66 0.18 0.18 0.95 -- Small Cap Core Fund* -- -- -- -- -- Small Cap Growth Fund -- -- -- -- -- Small Cap Value Fund 0.32 -- 0.09 0.56 -- Emerging Markets Fund -- -- -- -- -- International Fund* -- -- -- -- 1.23 Health Sciences Fund -- -- -- -- -- Real Estate Securities Fund 4.82 4.38 4.44 5.33 -- Science & Technology Fund* -- -- -- -- -- Technology Fund -- -- -- -- -- Bond IMMDEX Fund* 5.27 4.83 -- 5.74 4.57 Corporate Bond Fund 6.79 6.50 6.48 7.51 -- Fixed Income Fund 5.13 4.73 4.68 5.67 -- High Yield Bond Fund 0.42 0.48 0.44 0.48 -- Intermediate Term Bond Fund* 5.38 -- -- 5.67 0.50 Short Term Bond Fund 6.06 -- -- 6.43 -- Strategic Income Fund 8.16 8.35 7.72 8.77 -- U.S. Government Securities Fund* 5.08 4.62 -- 1.95 4.91 Arizona Tax Free Fund 4.76 -- 4.51 5.10 -- California Intermediate Tax Free Fund 4.09 -- -- 4.18 -- California Tax Free Fund 4.33 -- 4.12 4.75 -- Colorado Intermediate Tax Free Fund 4.28 -- -- 4.06 -- Colorado Tax Free Fund 4.57 -- 4.40 4.95 -- Intermediate Tax Free Fund 4.21 -- -- 4.32 -- Minnesota Intermediate Tax Free Fund 4.22 -- -- 4.33 -- Minnesota Tax Free Fund 4.69 -- 4.52 5.14 -- Missouri Tax Free Fund* 3.88 -- -- 4.24 -- Nebraska Tax Free Fund 2.27 -- 2.20 2.50 -- Oregon Intermediate Tax Free Fund 4.12 -- -- 4.21 -- Tax Free Fund* 4.67 -- 4.50 5.11 -- - ------------------- * Reflects information for predecessor funds. Firstar Large Cap Growth Fund is the accounting survivor of the reorganization transaction with First American Capital Growth Fund, consummated on September 24, 2001. Firstar Balanced Fund is the accounting survivor of the reorganization transaction with First American Balanced Fund, consummated on September 24, 2001. Firstar Growth & Income Fund is 121 the accounting survivor of the reorganization transaction with First American Growth & Income Fund, consummated on September 24, 2001. Firstar Large Cap Core Fund is the accounting survivor of the reorganization transaction with First American Large Cap Core Fund, consummated on September 24, 2001. Firstar Relative Value Fund is the accounting survivor of the reorganization transaction with First American Relative Value Fund, consummated on September 24, 2001. Firstar Mid Cap Index Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Index Fund, consummated on September 24, 2001. Firstar Small Cap Index Fund is the accounting survivor of the reorganization transaction with First American Small Cap Index Fund, consummated on September 24, 2001. Firstar Micro Cap Fund is the accounting survivor of the reorganization transaction with First American Micro Cap Fund, consummated on September 24, 2001. Firstar Mid Cap Core Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Core Fund, consummated on September 24, 2001. Firstar Small Cap Core Fund is the accounting survivor of the reorganization transaction with First American Small Cap Core Fund, consummated on September 24, 2001; Firstar International Growth Fund is the accounting survivor of the reorganization transaction with First American International Fund, consummated on September 24, 2001. Firstar Science & Technology Fund is the accounting survivor of the reorganization transaction with First American Science & Technology Fund, consummated on September 24, 2001. Firstar Bond IMMDEX Fund is the accounting survivor of the reorganization transaction with First American Bond IMMDEX Fund, consummated on September 24, 2001. Firstar Intermediate Bond Fund is the accounting survivor of the reorganization transaction with First American Intermediate Term Bond Fund, consummated on September 24, 2001. Firstar U.S. Government Securities Fund is the accounting survivor of the reorganization transaction with First American U.S. Government Securities Fund, consummated on September 24, 2001. Firstar Missouri Tax Exempt Bond Fund is the accounting survivor of the reorganization transaction with First American Missouri Tax Free Fund, consummated on September 24, 2001. Firstar National Municipal Bond Fund is the accounting survivor of the reorganization transaction with First American Tax Free Fund, consummated on September 24, 2001. ANNUALIZED CURRENT DISTRIBUTION RATES. The Funds' annualized current distribution rates are computed by dividing a Fund's income dividends for a specified month (or three-month period, in the case of an Equity Fund) by the number of days in that month (or three-month period, in the case of an Equity Fund) and multiplying by 365, and dividing the resulting figure by the maximum offering price on the last day of the specified period. The annualized current distribution rates for the one or three-month period (as appropriate) ended September 30, 2001, were as set forth below. CLASS A CLASS B CLASS C CLASS Y CLASS S Capital Growth Fund* --% --% --% --% --% Balanced Fund* 2.22 1.61 8.01 2.59 -- Equity Income Fund 1.91 1.32 1.33 2.26 -- Growth & Income Fund* 0.33 -- -- 0.61 0.35 Large Cap Core Fund* -- -- -- -- -- Large Cap Growth Fund -- -- -- -- -- Large Cap Value Fund 1.03 0.34 0.32 1.35 -- Relative Value Fund* 1.12 0.41 -- 1.36 1.27 Equity Index Fund 0.23 -- -- 1.02 -- Mid Cap Index Fund* 0.48 -- -- 0.78 0.53 Small Cap Index Fund* -- -- -- -- -- Micro Cap Fund* -- -- -- -- -- Mid Cap Core Fund* -- -- -- -- -- Mid Cap Growth Fund -- -- -- -- -- Mid Cap Value Fund 0.94 0.26 0.25 1.25 -- Small Cap Core Fund* -- -- -- -- -- Small Cap Growth Fund -- -- -- -- -- Small Cap Value Fund -- -- -- -- -- Emerging Markets Fund -- -- -- -- -- International Fund* -- -- -- -- -- Health Sciences Fund -- -- -- -- -- Real Estate Securities Fund 3.66 3.16 3.08 4.11 -- Science & Technology Fund* -- -- -- -- -- Technology Fund -- -- -- -- -- Bond IMMDEX Fund* 3.54 3.19 -- 3.86 3.70 Corporate Bond Fund 4.94 4.83 4.80 7.50 -- Fixed Income Fund 3.99 3.88 4.61 5.49 -- High Yield Bond Fund 5.07 5.79 5.31 5.80 -- Intermediate Term Bond Fund* 4.95 -- -- 5.28 -- Short Term Bond Fund 4.66 -- -- 5.84 -- Strategic Income Fund 7.31 6.91 6.85 7.88 -- U.S. Government Securities Fund* 3.35 2.98 -- -- 3.50 Arizona Tax Free Fund 5.00 -- 4.67 5.35 -- 122 California Intermediate Tax Free Fund 4.06 -- -- 4.14 -- California Tax Free Fund 4.47 -- 4.17 4.94 -- Colorado Intermediate Tax Free Fund 4.13 -- -- 4.24 -- Colorado Tax Free Fund 4.86 -- -- 4.54 -- Intermediate Tax Free Fund 3.32 -- -- 3.40 -- Minnesota Intermediate Tax Free Fund 4.02 -- -- 4.13 -- Minnesota Tax Free Fund 4.14 -- 3.94 4.56 -- Missouri Tax Free Fund* 2.68 -- -- 2.94 -- Nebraska Tax Free Fund 3.56 -- 3.55 3.95 -- Oregon Intermediate Tax Free Fund 4.27 -- -- 4.36 -- Tax Free Fund* 4.39 -- 4.04 4.91 -- - ------------------------ * Reflects information for predecessor funds Firstar Large Cap Growth Fund is the accounting survivor of the reorganization transaction with First American Capital Growth Fund, consummated on September 24, 2001. Firstar Balanced Fund is the accounting survivor of the reorganization transaction with First American Balanced Fund, consummated on September 24, 2001. Firstar Growth & Income Fund is the accounting survivor of the reorganization transaction with First American Growth & Income Fund, consummated on September 24, 2001. Firstar Large Cap Core Fund is the accounting survivor of the reorganization transaction with First American Large Cap Core Fund, consummated on September 24, 2001. Firstar Relative Value Fund is the accounting survivor of the reorganization transaction with First American Relative Value Fund, consummated on September 24, 2001. Firstar Mid Cap Index Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Index Fund, consummated on September 24, 2001. Firstar Small Cap Index Fund is the accounting survivor of the reorganization transaction with First American Small Cap Index Fund, consummated on September 24, 2001. Firstar Micro Cap Fund is the accounting survivor of the reorganization transaction with First American Micro Cap Fund, consummated on September 24, 2001. Firstar Mid Cap Core Fund is the accounting survivor of the reorganization transaction with First American Mid Cap Core Fund, consummated on September 24, 2001. Firstar Small Cap Core Fund is the accounting survivor of the reorganization transaction with First American Small Cap Core Fund, consummated on September 24, 2001; Firstar International Growth Fund is the accounting survivor of the reorganization transaction with First American International Fund, consummated on September 24, 2001. Firstar Science & Technology Fund is the accounting survivor of the reorganization transaction with First American Science & Technology Fund, consummated on September 24, 2001. Firstar Bond IMMDEX Fund is the accounting survivor of the reorganization transaction with First American Bond IMMDEX Fund, consummated on September 24, 2001. Firstar Intermediate Bond Fund is the accounting survivor of the reorganization transaction with First American Intermediate Term Bond Fund, consummated on September 24, 2001. Firstar U.S. Government Securities Fund is the accounting survivor of the reorganization transaction with First American U.S. Government Securities Fund, consummated on September 24, 2001. Firstar Missouri Tax Exempt Bond Fund is the accounting survivor of the reorganization transaction with First American Missouri Tax Free Fund, consummated on September 24, 2001. Firstar National Municipal Bond Fund is the accounting survivor of the reorganization transaction with First American Tax Free Fund, consummated on September 24, 2001. TAX EQUIVALENT DISTRIBUTION RATES. The tax equivalent distribution rate for the Tax Free Funds is computed by dividing that portion of such a Fund's annualized current distribution rate (computed as described above) which is tax-exempt by one minus the stated federal or combined federal/state income tax rate, and adding the resulting figure to that portion, if any, of the annualized current distribution rate which is not tax-exempt. Based upon the maximum federal or combined federal/state income tax rates set forth above under "-- Tax Exempt vs. Taxable Income," the annualized current distribution rates for the month ended September 30, 2001, for each class of the Tax Free Funds were as set forth below. CLASS A CLASS C CLASS Y Arizona Tax Free Fund 8.58% 8.01% 9.18% California Intermediate Tax Free Fund 7.29 * 7.43 California Tax Free Fund 8.03 7.49 8.87 Colorado Intermediate Tax Free Fund 7.05 * 7.24 Colorado Tax Free Fund 8.29 8.04 7.75 Intermediate Tax Free Fund 5.41 * 5.54 Minnesota Intermediate Tax Free Fund 7.10 * 7.30 Minnesota Tax Free Fund 7.31 6.96 5.51 Missouri Tax Free Fund 4.64 -- 7.80 Nebraska Tax Free Fund 6.21 6.20 8.00 Oregon Intermediate Tax Free Fund 7.64 * 6.89 Tax Free Fund 7.15 6.58 5.10 123 TAXATION Each Fund intends to fulfill the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), as a regulated investment company. If so qualified, each Fund will not be liable for federal income taxes to the extent it distributes its taxable income to its shareholders. If a Fund invests in U.S. Treasury inflation-protection securities, it 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 a Fund purchases such inflation-protection 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. A Fund holding an obligation with original issue discount is 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 each 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, a Fund may be required to borrow or liquidate securities. If one of the Tax Free Funds disposes of a municipal obligation that it acquired after April 30, 1993 at a market discount, it must recognize any gain it realizes on the disposition as ordinary income (and not as capital gain) to the extent of the accrued market discount. Some of the investment practices that may be employed by the 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 investments companies. It is expected that any net gain realized from the closing out of futures contracts, options, or forward currency contracts will be considered gain from the sale of securities or currencies and therefore qualifying income for purposes of the 90% of gross income from qualified sources requirement, as discussed above. Any loss on the sale or exchange of shares of 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. Furthermore, if a shareholder of any of the Tax-Free Funds receives an exempt-interest dividend from such fund and then disposes of his or her shares in such fund within six months after acquiring them, any loss on the sale or exchange of such shares will be disallowed to the extent of the exempt-interest dividend. For federal tax purposes, if a shareholder exchanges shares of a Fund for shares of any other FAIF Fund pursuant to the exchange privilege (see "Managing Your Investment -- Exchanging Shares" in the Prospectuses), such exchange will be considered a taxable sale of the shares being exchanged. Furthermore, if a shareholder of Class A 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 124 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 U.S. 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 Untied States or a political subdivision thereof, (iii) an estate whose income is includible in gross income for U.S. federal income tax purposes of (iv) a trust whose administration is subject to the primary supervision of the U.S. court and which has one or more U.S. fiduciaries who have authority to control all substantial decisions of the trust. The foregoing relates only to federal income taxation and is a general summary of the federal tax law in effect as of the date of this Statement of Additional Information. With respect to the Minnesota Intermediate Tax Free Fund and the Minnesota Tax Free Fund, the 1995 Minnesota Legislature enacted a statement of intent (codified at Minn. Stat. ss. 289A.50, subdivision 10) that interest on obligations of Minnesota governmental units and Indian tribes be included in net income of individuals, estates and trusts for Minnesota income tax purposes if a court determines that Minnesota's exemption of such interest unlawfully discriminates against interstate commerce because interest on obligations of governmental issuers located in other states is so included. This provision applies to taxable years that begin during or after the calendar year in which any such court decision becomes final, irrespective of the date on which the obligations were issued. Minnesota Intermediate Tax Free Fund and the Minnesota Tax Free Fund are not aware of any decision in which a court has held that a state's exemption of interest on its own bonds or those of its political subdivisions or Indian tribes, but not of interest on the bonds of other states or their political subdivisions or Indian tribes, unlawfully discriminates against interstate commerce or otherwise contravenes the United States Constitution. Nevertheless, the Fund cannot predict the likelihood that interest on the Minnesota bonds held by the Funds would become taxable under this Minnesota statutory provision. 125 REDUCING SALES CHARGES CLASS A SALES CHARGE The sales charge can be reduced on the purchase of Class A Shares through (i) quantity discounts and accumulated purchases, or (ii) signing a 13-month letter of intent. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES: Each Fund will combine purchases made by an investor, the investor's spouse, and the investor's children when it calculates the sales charge. In addition, the sales charge, if applicable, is reduced for purchases made at one time by a trustee or fiduciary for a single trust estate or a single fiduciary account. For 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 shares of any other First American fund (other than a money market fund) that you are concurrently purchasing, plus (iii) the higher of the current net asset value or the original purchase price of Class A shares of the Fund or any other First American fund (other than a money market fund) that your already own. In order for an investor to receive the sales charge reduction on Class A Shares, the Fund must be notified by the investor in writing or by his or her financial institution at the time the purchase is made that Fund shares are already owned or that purchases are being combined. LETTER OF INTENT: If an investor intends to purchase, in the aggregate, at least $50,000 of Class A shares in the Funds and other First American funds (other than money market funds), over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the Funds' custodian to hold a percentage equal to the Funds' maximum sales charge rate of the total amount intended to be purchased in escrow (in shares) until the purchase is completed. The amount held in escrow for all FAIF Funds will be applied to the investor's account at the end of the 13-month period after deduction of the sales load applicable to the dollar value of shares actually purchased. In this event, an appropriate number of escrowed shares may be redeemed in order to realize the difference in the sales charge. A letter of intent will not obligate the investor to purchase shares, but if he or she does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. SALES OF CLASS A SHARES AND CLASS C SHARES AT NET ASSET VALUE Purchases of a Fund's Class A Shares by the Advisor, any Sub-Advisor, any of their affiliates, or any of their or FAIF's officers, directors, employees, retirees, sales representatives and partners, registered representatives of any broker-dealer authorized to sell Fund shares, and full-time employees of FAIF's counsel, and members of their immediate families (i.e., parent, child, spouse, sibling, step or adopted relationships, grandparent, grandchild and UTMA accounts naming qualifying persons), may be made at net asset value without a sales charge. A Fund's Class A Shares also may be purchased at net asset value without a sales charge by fee-based registered investment advisors, financial planners and registered broker-dealers who are purchasing shares on behalf of their customers and by purchasers through "one-stop" mutual fund networks through which the Funds are made available. Class A Shares may be purchased at net asset value without a sales charge by investors participating in asset allocation "wrap" accounts offered by the Advisor or any of its affiliates, and by retirement and deferred compensation plans and the trusts used to fund such plans (including, but not limited to, those defined in Sections 401(k), 403(b) and 457 of the Internal Revenue Code and "rabbi trusts"), which plans and trusts purchase through "one-stop" mutual fund networks. In addition, purchases of Class A Shares for an investor's medical savings account for which U.S. Bank or an affiliate serves in a custodian capacity may be made at net asset value without a sales charge. The Advisor may pay its affiliated Broker-Dealers, U.S. Bancorp Piper Jaffray Inc. and U.S. Bancorp Investments, Inc., a commission of up to 2% of your purchase price in connection with net asset value purchases of Class A shares made pursuant to this paragraph. Class A shares may be purchased without a sales charge by non-retirement accounts if they total $1 million or more. Your investment professional or financial institution may receive a commission equal to 1.00% of the first $3 126 million, 0.75% of shares purchased in excess of $3 million up to $5 million, and 0.50% of shares purchased in excess of $5 million. Equity Index Fund, Mid Cap Index Fund, and Small Cap Index Fund (the "Index Funds") may be used in the calculation to reach purchases of $1 million or more, but a commission is paid only on Class A shares of First American Funds other than the Index funds. 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 have 200 or more eligible participants. Your representative must notify the Fund if your retirement/deferred compensation plan is eligible for the sales load waiver. 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 (except from sales of the Index Funds) equal to 1.00% of the first $3 million, 0.75% of shares purchased in excess of $3 million up to $5 million, and 0.50% of shares purchased in excess of $5 million. 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 institution 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. Class C Shares may be purchased without a sales charge by the web-based 401(k) plan product offered by U.S. Bank. ADDITIONAL INFORMATION ABOUT SELLING 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 institution to request the redemption. Shares will be redeemed at the net asset value next determined after the Fund receives the redemption request from the financial institution (less the amount of any applicable contingent deferred sales charge). Redemption requests must be received by the financial institution by the time specified by the institution in order for shares to be redeemed at that day's net asset value, and redemption requests must be transmitted to and received by the 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 institution has been authorized to accept redemption requests on behalf of the Funds. Pursuant to instructions received from the financial institution, redemptions will be made by check or by wire transfer. It is the financial institution's responsibility to transmit redemption requests promptly. Certain financial institutions are authorized to act as the 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 institution 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 $50,000 per day. In the event of drastic economic or market changes, a shareholder may experience difficulty in redeeming shares by telephone. If this should occur, another method of redemption should be considered. Neither the Administrators nor any Fund 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 Administrators 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 Administrators examine each shareholder request by verifying the account number and/or tax 127 identification number at the time such request is made. The Administrators subsequently send confirmation of both exchange sales and exchange purchases to the shareholder for verification. If reasonable procedures are not employed, the Administrators and the Funds may be liable for any losses due to unauthorized or fraudulent telephone transactions. BY MAIL Any shareholder may redeem Fund shares by sending a written request to the Administrators, shareholder servicing agent, or financial institution. The written request should include the shareholder's name, the Fund name, the account number, and the share or dollar amount requested to be redeemed, and should be signed exactly as the shares are registered. Shareholders should call the Fund, shareholder servicing agent or financial institution for assistance in redeeming by mail. Unless another form of payment is requested, a check for redemption proceeds normally is mailed within three days, but in no event more than seven days, after receipt of a proper written redemption request. Shareholders requesting a redemption of $50,000 or more, a redemption of any amount to be sent to an address other than that on record with the Fund, or a redemption payable other than to the shareholder of record, must have signatures on written redemption requests guaranteed by: o 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"); o a member firm of the New York, American, Boston, Midwest, or Pacific Stock Exchanges or of the National Association of Securities Dealers; o a savings bank or savings and loan association the deposits of which are insured by the Savings Association; o 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 and the Administrators 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 and the Administrators reserve the right to amend these standards at any time without notice. REDEMPTIONS BEFORE PURCHASE INSTRUMENTS CLEAR When shares are purchased by check or with funds transmitted through the Automated Clearing House, the proceeds of redemptions of those shares are not available until the Administrators are reasonably certain that the purchase payment has cleared, which could take up to fifteen calendar days from the purchase date. 128 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 AND MUNICIPAL BONDS 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. 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. 129 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 which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa: Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high grade 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 which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future. Baa: Bonds and preferred stock which 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 which 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 which 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 which 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 which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C: Bonds and preferred stock which 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. 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. 130 RATINGS OF MUNICIPAL NOTES STANDARD & POOR'S SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. SP-3: Speculative capacity to pay principal and interest. None of the Funds will purchase SP-3 municipal notes. MOODY'S. Generally, Moody's ratings for state and municipal short-term obligations are designated Moody's Investment Grade ("MIG"); however, where an issue has a demand feature which makes the issue a variable rate demand obligation, the applicable Moody's rating is "VMIG." MIG 1/VMIG 1: This designation denotes the superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group. MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established. None of the Funds will purchase MIG 2/VMIG 3 municipal notes. RATINGS OF COMMERCIAL PAPER STANDARD & POOR'S Commercial paper ratings are graded into four categories, ranging from "A" for the highest quality obligations to "D" for the lowest. 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. 131 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: o Leading market positions in well-established industries. o High rates of return on funds employed. o Conservative capitalization structure with moderate reliance on debt and ample asset protection. o Broad margins in earnings coverage of fixed financial charges and high internal cash generation. o 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. FINANCIAL STATEMENTS The financial statements of FAIF included in its Annual Report to shareholders for the fiscal year ended September 30, 2001 are incorporated herein by reference. 132 [LOGO] FIRST AMERICAN FUNDS(TM) 2001 ANNUAL REPORT EQUITY FUNDS "Integrity and firmness is all I can promise; these, be the voyage long or short, never shall forsake me." _George Washington FIRST AMERICAN FUNDS WE BELIEVE INVESTMENT SUCCESS IS DEVELOPED OVER A LIFETIME. THE APPROACH MUST BE STRATEGIC AND GOAL-ORIENTED. THE PORTFOLIO MUST HAVE DEPTH AND BREADTH. AND THE INDIVIDUAL INVESTMENTS SHOULD DELIVER ABOVE-MARKET PERFORMANCE OVER A SUSTAINED PERIOD OF TIME. FIRST AMERICAN FUNDS IS A COMPLETE RESOURCE FOR YOUR INVESTMENTS. WE HAVE A WIDE ARRAY OF OPTIONS--MORE THAN 50 MUTUAL FUNDS THAT CROSS ALL ASSET CLASSES. TO FIND OUT HOW FIRST AMERICAN FUNDS CAN HELP YOU MEET YOUR GOALS, CONTACT YOUR INVESTMENT PROFESSIONAL. OUR FUND FAMILY | HIGHER RISK AND RETURN POTENTIAL | > | LARGE CAP FUNDS | [] LARGE CAP GROWTH | [] LARGE CAP VALUE | [] LARGE CAP CORE | [] GROWTH & INCOME | [] RELATIVE VALUE | [] CAPITAL GROWTH | [] EQUITY INCOME | [] BALANCED > | MID CAP FUNDS | [] MID CAP GROWTH | [] MID CAP VALUE | [] MID CAP CORE > | SMALL CAP FUNDS | [] MICRO CAP | [] SMALL CAP GROWTH | [] SMALL CAP VALUE | [] SMALL CAP CORE > | INTERNATIONAL FUNDS | [] EMERGING MARKETS | [] INTERNATIONAL > | SECTOR FUNDS | [] HEALTH SCIENCES | [] REAL ESTATE SECURITIES | [] TECHNOLOGY | [] SCIENCE & TECHNOLOGY | INDEX FUNDS | ASSET ALLOCATION FUNDS | INCOME FUNDS | TAX FREE INCOME FUNDS | MONEY MARKET FUNDS | | LOWER RISK AND RETURN POTENTIAL TABLE OF CONTENTS Message to Shareholders 1 Report of Independent Auditors 47 LARGE CAP FUNDS Statements of Net Assets 48 Statements of Operations 68 Statements of Changes in Net Assets 70 Financial Highlights 72 MID CAP FUNDS Statements of Net Assets 80 Statements of Operations 88 Statements of Changes in Net Assets 89 Financial Highlights 90 SMALL CAP FUNDS Statements of Net Assets 94 Statements of Operations 102 Statements of Changes in Net Assets 104 Financial Highlights 106 INTERNATIONAL FUNDS Statements of Net Assets 110 Statements of Operations 116 Statements of Changes in Net Assets 117 Financial Highlights 118 SECTOR FUNDS Statements of Net Assets 120 Statements of Operations 126 Statements of Changes in Net Assets 128 Financial Highlights 130 Notes to Financial Statements 134 Notice to Shareholders 150 Our recent merger created an opportunity for First American Funds to put on a new face--which is exactly what we did. The new logo had to reflect our comprehensive suite of First American Funds and our commitment to providing unparalleled, dedicated client service. WE CHOSE GEORGE WASHINGTON. His rich legacy as patriot and leader is widely recognized as embodying the sound judgment, reliability, and strategic vision that are central to our brand. Fashioned in a style reminiscent of an 18th century engraving, the illustration conveys the symbolic strength and vitality of Washington, which are attributes that we value at First American Funds. MUTUAL FUND INVESTING INVOLVES RISK; PRINCIPAL LOSS IS POSSIBLE. - -------------------------------------------------------------------------------- NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE - -------------------------------------------------------------------------------- MESSAGE TO SHAREHOLDERS November 16, 2001 DEAR SHAREHOLDERS: Speaking for the board of directors and the staff of U.S. Bancorp Piper Jaffray Asset Management, Inc., thank you for the ongoing opportunity you have given us to manage your investments. This has been a momentous year for our fund family, as it has grown by combining the funds of the First American family with those from Firstar Funds. We believe this combination will provide significantly greater resources and capabilities that should prove beneficial to our shareholders. The past year is one that will leave its mark on all Americans due to a series of tumultuous and trying circumstances. Starting with a disputed Presidential election at the end of 2000, and followed by a slowing U.S. economy, a series of interest-rate cuts by the Federal Reserve, and the unprecedented terrorist action on September 11, the investment environment was like nothing we had ever witnessed. Like you, we will always remember those who lost their lives in the tragic terrorist attacks and the many citizens who sacrificed themselves in a heroic cause. Not surprisingly, this sequence of events resulted in market volatility. Bond markets generally benefited during this time, while equity markets underwent a fairly dramatic and sustained correction. A market environment such as this can be extremely challenging, and we are reminded that from time to time unusual events can create trying times for investors. This is when a focus on maintaining a disciplined, diversified approach is so important in helping you achieve your long-term objectives. This report provides you with details of investment results, fund holdings, financial statements, and notes relating to fund operations for the fiscal year ended September 30, 2001. Please review this information at your convenience. We thank you for putting your trust in the newly expanded First American family of funds. We are committed to helping you achieve your investment goals. Sincerely, /s/ Virginia L. Stringer /s/ Mark Jordahl VIRGINIA L. STRINGER MARK JORDAHL Chairperson of the Board Chief Investment Officer First American Investment Funds, Inc. U.S. Bancorp Piper Jaffray Asset Management FIRST AMERICAN FUNDS ANNUAL REPORT 2001 1) A QUICKLY EVOLVING INVESTMENT ENVIRONMENT So much can change in one year. In September 2000, America was just beginning to focus on choosing a new President. The stock market was showing signs of taking an extended breather, but few saw any significant red flags for the economy. However, the environment quickly began to change. Stocks were confronted with substantial volatility, but bond markets managed to hold their own. By the end of 2000, it was clear that an economic slowdown was beginning to take hold. Recognizing this situation, the Federal Reserve (the Fed) opened 2001 with a surprising cut in short-term interest rates. It represented a change in policy for the Fed, which up to that point had focused its energies on avoiding an overheated economy and the threat of inflation. The Fed remained aggressive about cutting rates through the winter, spring, and summer months, and its concern about a slowdown proved to be well founded. By the second quarter of 2001, the economy was teetering on the brink of a possible recession. STOCKS STRUGGLE THROUGHOUT THE YEAR While consumers managed to maintain fairly normal levels of spending for much of 2001, the major problem was that capital spending by businesses slowed significantly. This took a huge bite out of profits for a number of companies, dragging down stock prices. Sectors such as technology and telecommunications, which had been in a correction phase since early 2000, were hardest hit in this environment. In general, smaller stocks performed better than large-company issues, and stocks with a value orientation were better performers than growth stocks. (2 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 BONDS ON MORE SOLID GROUND With signs of a slowing economy and the Fed cutting interest rates, the environment proved generally favorable for bonds. Yields on short- to intermediate-term securities in particular moved lower, helping to produce positive results for bond investors. In fact, interest rates on the shorter end of the yield curve dropped dramatically, while long-term rates tended to stay relatively stable. Corporate bonds started the 12-month period rather slowly, as Treasury securities proved more attractive. In the first six months of 2001, corporate bonds offered better returns, but took a backseat again in the last three months of the fiscal year. Typically, portfolios structured to benefit from falling interest rates and focused on the middle of the yield curve enjoyed the best performance. The municipal bond market was in a rally mode for most of the 12-month period. As with taxable bonds, yields on shorter- to intermediate-term tax-exempt bonds declined the most. In fact, the bulk of the price appreciation occurred in the closing months of 2000. SEPTEMBER 11 CREATES A DIFFERENT MARKET An already difficult investment environment was greatly exacerbated by the terrible atrocities that occurred on September 11. It created an entirely new level of uncertainty that was far different from what the markets had ever seen, and did away with any hopes for an immediate economic recovery. The volatile nature of the past year in the market provides further evidence of the importance of owning a diversified portfolio. Markets can move quickly, and unforeseen events can rapidly change the direction of the investment world. More than ever, the First American family of funds offers you a wide selection of investment options to help you take full advantage of the opportunities available in today's market. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 3) LARGE CAP GROWTH INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL Growth stocks, the dominant performer of the markets in the late 1990s, bore the brunt of a severe bear market that began in early 2000. The First American Large Cap Growth Fund declined 51.31% for the fiscal year ended September 30, 2001 (Class A shares declined 51.45% on net asset value). During the 12-month period, the fund's benchmark, the S&P 500 Composite Index, declined 26.62%. While the domestic economy faced a significant slowdown dating back to the closing months of 2000, the situation was even more severe for many major U.S. corporations. They found themselves in what can be described as a "profits recession." Corporate earnings declined dramatically, and stock prices paid a significant price as a result. Large-cap growth stocks, which had been major beneficiaries of an unprecedented bull market in the previous decade, were particularly hard hit. Investors were clearly surprised by the depth of the profit decline, and a major selloff resulted. The fund began the fiscal year with a heavy emphasis on technology stocks. That proved to be damaging to the portfolio in the early months, as technology stalwarts such as Cisco Systems and Texas Instruments saw their stock prices plunge. The fund's position in technology was reduced, and stocks the fund continues to hold in that area tend to be companies that may be less aggressive, but offer stable profit growth. The fund put an increased weighting in growth stocks from the health care and consumer areas. Health care stocks proved to be the best-performing sector in the marketplace. Another damaging aspect of the past year's market was a sudden change in the fortunes of energy stocks. Early in the period, energy stocks looked particularly attractive, as high demand and reduced supplies resulted in a boost in oil and natural gas prices. However, as the economy lost steam, demand fell as well as the values of many energy stocks. The main issue affecting the fortunes of growth stocks going forward is when the economy will begin to recover. The events on September 11 have clearly dealt a setback to hopes for a rapid rebound. Until it becomes evident that corporate profits can stabilize and improve, the fund will maintain a somewhat defensive posture in its stock selection. Once it becomes evident that the economy is on the rise, the market for large-cap growth stocks, a core holding for many investors, is likely to improve. - --------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - --------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) -------------------------------------------------------------- 1 YEAR 5 YEARS 12/18/1992 8/2/1994 8/15/1994 2/1/1999 9/24/2001 - --------------------------------------------------------------------------------------------------------------- Class A NAV -51.45% 2.09% 5.39% -- -- -- -- - --------------------------------------------------------------------------------------------------------------- Class A POP -54.11% 0.95% 4.72% -- -- -- -- - --------------------------------------------------------------------------------------------------------------- Class B NAV -51.79% 1.34% -- -- 7.42% -- -- - --------------------------------------------------------------------------------------------------------------- Class B POP -53.93% 1.09% -- -- 7.42% -- -- - --------------------------------------------------------------------------------------------------------------- Class C NAV -51.78% -- -- -- -- -15.51% -- - --------------------------------------------------------------------------------------------------------------- Class C POP -52.70% -- -- -- -- -15.84% -- - --------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 2.87% - --------------------------------------------------------------------------------------------------------------- Class Y -51.31% 2.36% -- 8.38% -- -- -- - --------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index(3) -45.64% 6.50% 10.01% 11.54% 11.54% -12.54% -- - --------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 12.63% 13.65% 13.65% -5.33% -- - --------------------------------------------------------------------------------------------------------------- (4 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 LARGE CAP GROWTH VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LARGE CAP LARGE CAP LARGE CAP RUSSELL S&P 500 GROWTH FUND, GROWTH FUND, GROWTH FUND, 1000 GROWTH COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) -------------------------------------------------------------------------- CLASS A 12/1992 10,000 9,452 10,000 10,000 9/1993 8,947 8,457 9,907 10,759 9/1994 9,286 8,777 10,485 11,155 9/1995 12,183 11,515 13,861 14,474 9/1996 14,300 13,516 16,827 17,416 9/1997 18,976 17,935 22,934 24,461 9/1998 19,092 18,045 25,481 26,672 9/1999 25,964 24,541 34,362 34,083 9/2000 32,663 30,873 42,413 38,611 9/2001 15,859 14,989 23,056 28,332 CLASS Y 8/1994 10,000 10,000 10,000 9/1994 10,236 9,863 9,756 9/1995 13,467 13,038 12,657 9/1996 15,835 15,828 15,231 9/1997 21,021 21,574 21,391 9/1998 21,246 23,969 23,325 9/1999 28,970 32,324 29,806 9/2000 36,541 39,897 33,765 9/2001 17,792 21,688 24,777 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On May 18, 1994, the Large Cap Growth Fund became the successor by merger to the Boulevard Blue Chip Growth Fund. Prior to the merger, the First American fund had no assets or liabilities. Performance prior to May 18, 1994, is that of the Boulevard Blue Chip Growth Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Growth Index as benchmarks. Going forward, the fund will use the Russell 1000 Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index of large-capitalization stocks. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 5) LARGE CAP VALUE INVESTMENT OBJECTIVE: PRIMARY--CAPITAL APPRECIATION; SECONDARY--CURRENT INCOME In one of the most difficult 12-month periods in recent memory for stocks of large American companies, the First American Large Cap Value Fund declined 13.53% for the fiscal year ended September 30, 2001 (Class A shares declined 13.72% on net asset value). During the same 12-month period, the fund's benchmark, the Russell 1000 Value Index, declined 8.91%. The past 12 months saw investors turn more attention to value-oriented stocks. This segment of the market struggled through much of the 1990s, at a time when most investors preferred stocks of growth companies, especially in the high-flying technology sector. Since the early months of 2000, investor sentiment has shifted, favoring value issues. While technology stocks were losing ground, investors were putting more money to work in financial services, energy, and utilities stocks. Those sectors performed particularly well in the closing months of 2000. After a brief spurt by growth stocks in the opening weeks of 2001, value once again regained leadership, and that trend generally held firm through much of the rest of the fiscal year. A significant event that occurred regularly throughout the year was the decision by the Federal Reserve (the Fed) to reduce short-term interest rates. Typically, in periods where the Fed is cutting rates, value stocks tend to perform well relative to the rest of the equity market. The Fed's actions were an effort to keep the U.S. economy from slowing too much. Despite the Fed's best efforts, the tragic events on September 11 may have pushed the nation into a recession. The declining interest-rate environment helped improve prospects for financial services companies, and the fund was able to capitalize on positive performance. Basic materials and industrial stocks also performed relatively well, as did a number of the fund's health care holdings. By contrast, technology stocks struggled, though the fund's focus on more conservative companies in this sector tended to perform better than the broad market of technology stocks. Utilities stocks started the year on a positive track, but struggled through most of 2001, detracting from the fund's returns. While the terrorist attacks on America have added a great deal of uncertainty to the equation, there are positive signs for equities entering the new fiscal year. What's more, it is possible that value stocks will continue to enjoy a position of strength within the stock market. Thanks to significant stimulus from the Fed and from added U.S. government spending and tax cuts, it seems likely that the economy will turn a corner and begin to enjoy modest growth in the coming months, which should improve the profit outlook for a number of companies. Today's market appears to offer fairly attractive value, and that is likely to benefit investors in the future. - ---------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ---------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 2/4/1994 8/15/1994 2/1/1999 9/24/2001 - ---------------------------------------------------------------------------------------------------------- Class A NAV -13.72% 6.10% 10.94% -- -- -- -- - ---------------------------------------------------------------------------------------------------------- Class A POP -18.48% 4.91% 10.32% -- -- -- -- - ---------------------------------------------------------------------------------------------------------- Class B NAV -14.42% 5.31% -- -- 9.99% -- -- - ---------------------------------------------------------------------------------------------------------- Class B POP -18.29% 5.08% -- -- 9.99% -- -- - ---------------------------------------------------------------------------------------------------------- Class C NAV -14.36% -- -- -- -- -5.02% -- - ---------------------------------------------------------------------------------------------------------- Class C POP -15.99% -- -- -- -- -5.38% -- - ---------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 4.24% - ---------------------------------------------------------------------------------------------------------- Class Y -13.53% 6.38% -- 10.60% -- -- -- - ---------------------------------------------------------------------------------------------------------- Russell 1000 Value Index(3) -8.91% 11.67% 13.85% 13.42% 13.99% 0.63% -- - ---------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 12.70% 13.24% 13.73% -5.34% -- - ---------------------------------------------------------------------------------------------------------- (6 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 LARGE CAP VALUE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LARGE CAP LARGE CAP LARGE CAP RUSSELL S&P 500 VALUE FUND, VALUE FUND, VALUE FUND, 1000 VALUE COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) ---------------------------------------------------------------------------- CLASS A 9/1991 10,000 9,452 10,000 10,000 9/1992 10,788 10,197 11,240 11,105 9/1993 12,495 11,810 14,090 12,549 9/1994 13,540 12,798 13,994 13,012 9/1995 16,960 16,031 17,868 16,882 9/1996 21,013 19,861 21,075 20,314 9/1997 29,171 27,571 29,992 28,531 9/1998 26,612 25,153 31,069 31,110 9/1999 32,447 30,669 36,885 39,754 9/2000 32,746 30,951 40,173 45,035 9/2001 28,252 26,703 36,592 33,047 CLASS Y 2/1994 10,000 10,000 10,000 9/1994 10,170 9,935 10,074 9/1995 12,763 12,686 13,070 9/1996 15,867 14,963 15,728 9/1997 22,076 21,294 22,089 9/1998 20,206 22,059 24,086 9/1999 24,707 26,188 30,779 9/2000 24,995 28,523 34,867 9/2001 21,614 25,980 25,585 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index as a benchmark. Going forward, the fund will use the Russell 1000 Value Index as a comparison because its composition better matches the fund's investment objectives and strategies. (4) An unmanaged index of large-capitalization stocks. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 7) LARGE CAP CORE INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL The First American Large Cap Core Fund declined by 37.34% for the 12-month period ended September 30, 2001 (Class A shares declined 37.47% on net asset value). During the 12 months, the fund's benchmark, the S&P 500 Composite Index, declined 26.62%. The stock market was plagued throughout the 12-month period by the gradual weakening of the U.S. economy. The attacks on September 11 may have been the last straw, potentially sending the United States into a recession. Throughout the period, the stock market moved in different and sometimes surprising directions that made it difficult to identify the best categories of stocks. For instance, in the closing months of 2000 and early part of 2001, there were serious concerns about possible energy shortages. Prices of oil and natural gas shot up, benefiting stocks in those areas. But as the year progressed, the weaker economy dampened energy demand, and consequently, the fortunes of many of the stocks that had previously benefited. Likewise, stocks of large pharmaceutical companies performed particularly well in the early months of the fiscal year, but struggled through most of 2001. The fund is well diversified among a broad range of large-cap stocks with about 130 issues in the portfolio. The outlook is particularly optimistic for health care and financial services stocks, which have a heavier-than-average weighting in the portfolio. The fund is structured with the expectation that the U.S. economy will begin to improve in the coming months, and the picture for company profits, which has been dismal in 2001, will improve in 2002. The fund's emphasis has been to own companies that would capitalize on this environment. - ---------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) --------------------------------------------------------- 1 YEAR 5 YEARS 12/29/1992 1/9/1995 3/1/1999 11/27/2000 9/24/2001 - ---------------------------------------------------------------------------------------------------------- Class A NAV -37.47% 5.36% -- 10.11% -- -- -- - ---------------------------------------------------------------------------------------------------------- Class A POP -40.92% 4.18% -- 9.18% -- -- -- - ---------------------------------------------------------------------------------------------------------- Class B NAV -37.95% -- -- -- -9.35% -- -- - ---------------------------------------------------------------------------------------------------------- Class B POP -40.67% -- -- -- -10.24% -- -- - ---------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 2.95% - ---------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 0.93% - ---------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -31.16% -- - ---------------------------------------------------------------------------------------------------------- Class Y -37.34% 5.62% 8.42% -- -- -- -- - ---------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(3) -26.62% 10.22% 12.80% 14.63% -6.99% -20.02% -- - ---------------------------------------------------------------------------------------------------------- (8 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 LARGE CAP CORE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LARGE CAP LARGE CAP LARGE CAP S&P 500 CORE FUND, CORE FUND, CORE FUND, COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) -------------------------------------------------------------- CLASS A 1/1995 10,000 9,452 10,000 10/1995 12,347 11,666 12,603 10/1996 14,635 13,828 15,640 10/1997 17,753 16,774 20,663 10/1998 21,051 19,890 25,204 10/1999 24,823 23,453 31,671 10/2000 29,768 28,126 33,599 9/2001 19,103 18,049 24,760 CLASS Y 12/1992 10,000 10,000 10/1993 10,753 10,981 10/1994 10,813 11,406 10/1995 12,927 14,422 10/1996 15,360 17,897 10/1997 18,675 23,644 10/1998 22,203 28,840 10/1999 26,241 36,241 10/2000 31,552 38,447 9/2001 20,288 28,332 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Large Cap Core Fund became the successor by merger to the Firstar Large Cap Core Equity Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Large Cap Core Equity Fund. Prior to January 10, 1995, the Firstar fund offered one class of shares to investors without a distribution or shareholder servicing fee. Performance presented prior to January 10, 1995, does not reflect these fees. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of large-capitalization stocks. (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 9) GROWTH & INCOME INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL AND INCOME The First American Growth & Income Fund lost 25.30% for the 12-month period ended September 30, 2001 (Class A shares declined 25.48% on net asset value). During the 12 months, the fund outpaced its benchmark, the S&P 500 Composite Index, which declined 26.62%. The biggest issue confronting the equity markets during the period was continued slowing in U.S. economic growth, which may have actually reached recession levels by the end of the fiscal year, particularly following the terrorist attacks on September 11. In this environment, few companies were able to muster reasonable profit growth, which sent stock prices tumbling. Even a series of short-term interest rate cuts by the Federal Reserve, which began in January and continued right through to the end of the fiscal year, was not enough to stem the tide of a slowing U.S. economy and weak profit picture. Among the sectors of the market that were hardest hit in the equity portfolio were stocks of health care companies. For most of the year, they proved to be a disappointment, generating poor returns. Only near the end of the year did they begin to find their way back into favor. Health care stocks represented the fund's largest equity position. The hardest-hit sector overall was technology, and that had a negative impact on the fund as well. The fund placed a bigger emphasis on technology stocks early in 2001, given that they already had suffered significant losses, but the relentless economy continued to hurt this area of business more than any other. Better performance was generated by the fund's holdings in stocks of consumer product companies that typically don't see their fortunes change with swings in the economy, such as food and beverage firms and household products companies. Selected consumer cyclical stocks also performed well. As the new fiscal year begins, it is clear that the U.S. economy is fighting a slump that has made for a difficult business environment. In the short term, that will mean many companies will have to work hard to achieve their profit expectations. However, it is expected that the economic cycle will eventually turn positive, probably in the early part of 2002. Once that becomes apparent, it's likely that stocks will enjoy a rebound. At some point, the fund will likely be positioned in a more aggressive manner in an effort to take advantage of an improving environment. - -------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - -------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) --------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 1/9/1995 3/1/1999 11/27/2000 9/24/2001 - -------------------------------------------------------------------------------------------------------- Class A NAV -25.48% 7.85% -- 13.06% -- -- -- - -------------------------------------------------------------------------------------------------------- Class A POP -29.58% 6.64% -- 12.11% -- -- -- - -------------------------------------------------------------------------------------------------------- Class B NAV -26.00% -- -- -- -6.36% -- -- - -------------------------------------------------------------------------------------------------------- Class B POP -29.31% -- -- -- -7.26% -- -- - -------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 3.94% - -------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 1.92% - -------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -23.50% -- - -------------------------------------------------------------------------------------------------------- Class Y -25.30% 8.11% 10.75% -- -- -- -- - -------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(3) -26.62% 10.22% 12.70% 14.56% -6.97% -19.99% -- - -------------------------------------------------------------------------------------------------------- (10 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 GROWTH & INCOME VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN GROWTH & INCOME GROWTH & INCOME GROWTH & INCOME S&P 500 FUND, FUND, FUND, COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) --------------------------------------------------------------- CLASS A 1/1995 10,000 9,452 10,000 10/1995 12,631 11,934 12,603 10/1996 15,992 15,109 15,640 10/1997 20,866 19,714 20,663 10/1998 24,638 23,278 25,204 10/1999 27,550 26,030 31,671 10/2000 30,991 29,280 33,599 9/2001 22,830 21,570 24,760 CLASS Y 10/1991 10,000 10,000 10/1992 10,582 10,995 10/1993 11,632 12,638 10/1994 11,847 13,128 10/1995 14,808 16,599 10/1996 18,789 20,598 10/1997 24,584 27,213 10/1998 29,094 33,193 10/1999 32,618 41,710 10/2000 36,777 44,250 9/2001 27,159 32,608 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Growth & Income Fund became the successor by merger to the Firstar Growth & Income Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of Firstar Growth & Income Fund. Prior to January 10, 1995, the Firstar fund offered one class of shares to investors without a sales charge or a distribution or shareholder servicing fee. Performance presented prior to January 10, 1995, does not reflect these fees. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of large-capitalization stocks. (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 11) RELATIVE VALUE INVESTMENT OBJECTIVE: MAXIMIZE AFTER-TAX TOTAL RETURN FROM CAPITAL APPRECIATION PLUS INCOME The First American Relative Value Fund declined by 11.97% for the 12-month period ended September 30, 2001 (Class A shares declined 12.18% on net asset value). During the 12-month period, the fund's benchmark, the Russell 1000 Value Index, declined 8.91%. There were several major trends in the economy and markets that had a significant impact on the fund's performance over the past 12 months. For starters, the U.S. economy went into a definite slowdown mode in late 2000, and continued on that track throughout the first nine months of 2001. The tragedies on September 11 may have been the catalyst to throw the U.S. economy into a full-blown recession. Throughout this period, the stock market continued a cycle that had begun in 2000 as investor interest shifted from a bias toward growth to one that favored value stocks. While previously red-hot sectors like technology and telecommunications stocks fell dramatically, sectors featuring a number of value-oriented names, including financial services, energy, and consumer companies that are not dependent on a strong economy to succeed, came to the forefront. This portfolio is structured with a limited number of stocks (close to 50 at the end of the fiscal year). These stocks are chosen through a careful process that seeks to identify issues offering long-term fundamental value. Trading is limited, as the fund seeks to capture the full value of a stock's upside potential. The fund is diversified across most market sectors, though it currently has its heaviest weighting in financial, energy, and technology stocks. Over the past fiscal year, a number of stocks in these industries performed well for the fund. Given the dramatic decline in the markets in the wake of September 11, there appears to be solid opportunities to buy stocks at attractive prices as the new fiscal year gets underway. The foundation may have been laid for a positive year ahead. This fund strives to deliver consistent performance over time, and could play an important role in a well-diversified portfolio. - ----------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ----------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(6) ----------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 3/31/1998 8/18/1997 12/11/2000 9/24/2001 - ----------------------------------------------------------------------------------------------------------- Class A NAV -12.18% 9.55% 12.06% -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Class A POP -17.00% 8.32% 11.42% -- -- -- -- - ----------------------------------------------------------------------------------------------------------- Class B NAV -12.75% -- -- -1.36% -- -- -- - ----------------------------------------------------------------------------------------------------------- Class B POP -17.07% -- -- -2.18% -- -- -- - ----------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 3.57% - ----------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 1.52% - ----------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -13.53% -- - ----------------------------------------------------------------------------------------------------------- Class Y -11.97% -- -- -- 3.73% -- -- - ----------------------------------------------------------------------------------------------------------- Russell 1000 Value Index(3) -8.91% 11.67% 13.85% 1.29% 6.51% -7.67% -- - ----------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 12.70% -0.34% 5.02% -20.39% -- - ----------------------------------------------------------------------------------------------------------- S&P/BARRA 500 Value Index(5) -16.89% 9.80% 12.68% 0.15% 4.85% -18.22% -- - ----------------------------------------------------------------------------------------------------------- (12 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RELATIVE VALUE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN RELATIVE RELATIVE RELATIVE RUSSELL S&P 500 S&P/BARRA VALUE FUND, VALUE FUND, VALUE FUND, 1000 VALUE COMPOSITE 500 VALUE CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) INDEX(5) -------------------------------------------------------------------------------------- CLASS A 11/1991 10,000 9,452 10,000 10,000 10,000 11/1992 11,531 10,896 12,048 11,847 11,764 11/1993 13,196 12,469 14,299 13,044 13,968 11/1994 13,066 12,346 14,118 13,181 13,944 11/1995 17,651 16,678 19,273 18,055 18,815 11/1996 22,744 21,490 24,343 23,085 23,983 11/1997 29,045 27,445 31,566 29,668 29,997 11/1998 33,886 32,018 36,329 36,683 33,971 11/1999 37,913 35,823 40,132 44,344 38,203 10/2000 37,884 35,796 42,679 46,108 42,149 9/2001 32,140 30,368 37,943 33,977 34,387 CLASS Y 8/1997 10,000 10,000 10,000 10,000 11/1997 10,393 10,764 10,667 10,586 11/1998 12,154 12,388 13,190 11,988 11/1999 13,637 13,685 15,944 13,481 10/2000 13,671 14,553 16,579 14,874 9/2001 11,627 12,938 12,217 12,135 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Relative Value Fund became the successor by merger to the Firstar Relative Value Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Relative Value Fund. The Firstar Relative Value Fund was organized on December 11, 2000, and, prior to that, was a separate series of Firstar Stellar Funds, Inc. On September 24, 2001, the fund changed its investment objective to manage its portfolio of securities on a tax-efficient basis. Performance prior to this date does not reflect this management strategy. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Value Index as benchmarks. Going forward, the fund will use the Russell 1000 Value Index as a comparison because its composition better matches the fund's investment objectives and strategies. (4) An unmanaged index of large-capitalization stocks. (5) An unmanaged capitalization-weighted index consisting of approximately 50% of the market capitalization of the Standard & Poor's Composite Index with low price-to-book ratios. (6) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 13) CAPITAL GROWTH INVESTMENT OBJECTIVE: MAXIMIZE LONG-TERM AFTER-TAX RETURNS The First American Capital Growth Fund lost 43.17% for the 12-month period ended September 30, 2001(Class A shares declined 43.28% on net asset value). During the 12 months, the fund's benchmark, the Russell 1000 Growth Index, declined 45.64%. Throughout the year, the U.S. economy was faced with a significant slowdown. This severely hampered business prospects for many companies, and led to profit declines. This also took a toll on stock prices. Hardest hit were growth companies, which had enjoyed the fruits of a solid run-up in values through the late 1990s and early 2000. With profit growth drying up, investors had less enthusiasm for the growth side of the market. Technology stocks paid the biggest price. Business demand for tech-related products and services dried up dramatically beginning in 2000 and continuing in 2001. Stocks in that sector, which represented an important position in the fund, declined dramatically as a result. The fund also lost ground due to a strong commitment to health care stocks, which proved to be disappointing for most of the year. Only in the last two months did the health care area show signs of revival. The fund did benefit from effective stock selection in many of the sectors in which it invests. Holdings in the consumer staple, financial, and technology area tended to perform better than the average stock within their respective sectors during the period. Few significant changes were made to the portfolio during the year. As a practice, the fund is generally positioned somewhat comparable to the overall market for growth stocks in terms of sector allocations. Value is added primarily through careful stock selection within each of those sectors. As the new fiscal year begins, it is clear that the U.S. economy is fighting a slump that has made for a difficult business environment. In the short term, this will continue to create a challenge for many companies trying to meet profit expectations. As signs of an improved economy become more apparent, which could happen by early 2002, stocks are likely to generate better performance. In anticipation of that, the fund may be positioned in a more aggressive manner in order to take advantage of opportunities that are likely to return to the growth sector of the market. - -------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - -------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(6) ------------------------------------------------------------ 1 YEAR 5 YEARS 12/12/1994 8/18/1997 3/31/2000 12/11/2000 9/24/2001 - -------------------------------------------------------------------------------------------------------------- Class A NAV -43.28% -- -- -- -31.88% -- -- - -------------------------------------------------------------------------------------------------------------- Class A POP -46.39% -- -- -- -34.40% -- -- - -------------------------------------------------------------------------------------------------------------- Class B NAV -43.66% 4.95% 10.12% -- -- -- -- - -------------------------------------------------------------------------------------------------------------- Class B POP -46.40% 4.62% 10.12% -- -- -- -- - -------------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 2.58% - -------------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 0.60% - -------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -38.82% -- - -------------------------------------------------------------------------------------------------------------- Class Y -43.17% -- -- 0.29% -- -- -- - -------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index(3) -45.64% 6.50% 12.25% 1.31% -36.88% -30.89% -- - -------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(4) -26.62% 10.22% 14.80% 5.02% -20.56% -20.39% -- - -------------------------------------------------------------------------------------------------------------- S&P/BARRA 500 Growth Index(5) -35.70% 9.94% 14.96% 4.42% -30.55% -22.79% -- - -------------------------------------------------------------------------------------------------------------- (14 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 CAPITAL GROWTH VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN CAPITAL CAPITAL CAPITAL RUSSELL S&P 500 S&P/BARRA GROWTH FUND, GROWTH FUND, GROWTH FUND, 1000 VALUE COMPOSITE 500 GROWTH CLASS B NAV CLASS B POP CLASS Y INDEX(3) INDEX(4) INDEX(5) --------------------------------------------------------------------------------------- CLASS B 12/1994 10,000 10,000 10,000 10,000 10,000 11/1995 12,944 12,944 13,640 13,498 13,658 11/1996 16,483 16,483 17,228 17,258 17,528 11/1997 20,223 20,223 21,796 22,180 23,094 11/1998 24,422 24,422 28,042 27,424 30,885 11/1999 30,590 30,590 36,873 33,152 39,685 10/2000 33,189 33,189 38,250 34,470 38,845 9/2001 19,260 19,260 21,826 25,402 25,643 CLASS Y 9/1997 10,000 10,000 10,000 10,000 11/1997 10,459 10,533 10,667 10,747 11/1998 12,646 13,552 13,190 14,372 11/1999 15,884 17,820 15,944 18,468 10/2000 17,286 18,485 16,579 18,076 9/2001 10,119 10,548 12,217 11,933 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Capital Growth Fund became the successor by merger to the Firstar Large Cap Growth Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Large Cap Growth Fund. The Firstar Large Cap Growth Fund was organized on December 11, 2000, and, prior to that, was a separate series of Firstar Stellar Funds, Inc. On September 24, 2001, the fund changed its investment objective to manage its portfolio of securities on a tax-efficient basis. Performance prior to this date does not reflect this management strategy. (2) Performance for Class A, Class C, and Class S shares is not presented. Performance for Class A and Class S is higher due to lower expenses. Performance for Class C is substantially similar to Class B due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Russell 1000 companies include the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Standard & Poor's 500 Composite Index and the Standard & Poor's/BARRA 500 Growth Index as benchmarks. Going forward, the fund will use the Russell 1000 Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index of large-capitalization stocks. (5) An unmanaged market-capitalization-weighted index comprised of the stocks in the Standard & Poor's 500 Composite Index with the highest valuations and, in the advisor's view, the greatest growth opportunities. (6) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C and Class S represents cumulative total return as the classes have been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 15) EQUITY INCOME INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL AND INCOME In a volatile year for stocks, the First American Equity Income Fund finished the year with a modest decline of 3.71% for the fiscal year ended September 30, 2001 (Class A shares declined 3.89% on net asset value). By comparison, the fund's benchmarks, the S&P 500 Composite Index and the Lehman Government/Credit Bond Index, declined 26.62% and gained 15.32% respectively, over the 12-month period. Stocks that pay dividends began to draw more investor attention as market expectations shifted from the belief that the economy would continue to grow at a solid pace to the expectation that a recession was just around the corner. In fact, there has been a recession in business capital spending, which began to dramatically decline during the first months of 2001. Because the fund was positioned to weather this change in expectations for the economy, the portfolio held up relatively well. The fund's focus on stocks that pay dividends helps to provide a cushion in periods when the markets move lower, as the current yield provides a reliable return that can help offset negative movement in stock prices. One reason the fund performed well compared to its competitive group and the market as a whole was that it avoided significant investments in technology stocks, which were the hardest hit during the 12-month period. Going forward, the fund will stick to its discipline of owning dividend-paying companies and emphasizing yield-oriented sectors of the market. It seems likely, particularly in the wake of the September 11 attacks, that the U.S. economy will struggle in the first months of the new fiscal year. While there are efforts underway to stimulate economic growth, the impact is likely to begin off of a much lower economic base, as well as a significantly lower level of corporate profits. The portfolio will be adjusted to favor stocks that can benefit from positive economic growth as improvement in the economy becomes more visible. - ---------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ---------------------------------------------------------- 1 YEAR 5 YEARS 12/18/1992 8/2/1994 8/15/1994 2/1/1999 9/24/2001 - ---------------------------------------------------------------------------------------------------------------- Class A NAV -3.89% 10.74% 10.95% -- -- -- -- - ---------------------------------------------------------------------------------------------------------------- Class A POP -9.19% 9.49% 10.24% -- -- -- -- - ---------------------------------------------------------------------------------------------------------------- Class B NAV -4.64% 9.98% -- -- 11.64% -- -- - ---------------------------------------------------------------------------------------------------------------- Class B POP -8.35% 9.72% -- -- 11.64% -- -- - ---------------------------------------------------------------------------------------------------------------- Class C NAV -4.74% -- -- -- -- 0.75% -- - ---------------------------------------------------------------------------------------------------------------- Class C POP -6.40% -- -- -- -- 0.36% -- - ---------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 4.75% - ---------------------------------------------------------------------------------------------------------------- Class Y -3.71% 11.08% -- 12.64% -- -- -- - ---------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(3) -26.62% 10.22% 12.63% 13.65% 13.65% -5.33% -- - ---------------------------------------------------------------------------------------------------------------- Lehman Gov't/Credit Bond Index(4) 15.32% 8.05% 7.45% 8.04% 8.04% 7.56% -- - ---------------------------------------------------------------------------------------------------------------- (16 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 EQUITY INCOME VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN LEHMAN EQUITY EQUITY EQUITY S&P 500 GOVERNMENT/ INCOME FUND, INCOME FUND, INCOME FUND, COMPOSITE CREDIT BOND CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) -------------------------------------------------------------------------- CLASS A 12/1992 10,000 9,452 10,000 10,000 9/1993 10,377 9,808 10,759 10,861 9/1994 10,885 10,288 11,155 10,681 9/1995 12,851 12,146 14,474 11,885 9/1996 14,960 14,140 17,416 12,494 9/1997 19,622 18,546 24,461 13,518 9/1998 21,265 20,100 26,672 14,926 9/1999 23,337 22,057 34,083 15,020 9/2000 25,929 24,507 38,611 15,956 9/2001 24,919 23,553 28,332 18,013 CLASS Y 8/1994 10,000 10,000 10,000 9/1994 10,045 9,756 9,908 9/1995 11,877 12,657 11,025 9/1996 13,871 15,231 11,590 9/1997 18,234 21,391 12,540 9/1998 19,848 23,325 13,846 9/1999 21,853 29,806 13,933 9/2000 24,358 33,765 14,801 9/2001 23,455 24,777 16,710 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On May 18, 1994, the Equity Income Fund became the successor by merger to the Boulevard Strategic Balance Fund. Prior to the merger, the First American fund had no assets or liabilities. Performance prior to May 18, 1994, is that of the Boulevard Strategic Balance Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of large-capitalization stocks. (4) An unmanaged index of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities and investment-grade corporate debt securities. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 17) BALANCED INVESTMENT OBJECTIVE: MAXIMIZE TOTAL RETURN (CAPITAL APPRECIATION PLUS INCOME) Stock markets have struggled in a declining economy, while bond markets have enjoyed better performance with interest rates moving lower. The First American Balanced Fund posted a decline of 18.14% for the 12-month period ended September 30, 2001 (Class A shares declined 18.38% on net asset value). For the same period, the fund's benchmarks had varying performance. The S&P 500 Composite Index declined 26.62%, while the Lehman Aggregate Bond Index gained 12.96%. The fund's equity component, which focused on a broad mix of large-, mid-, and small-cap stocks, was hard hit by a slowing economy. This created a difficult business environment for many companies, who saw their revenues decline and profit expectations become difficult to meet. Even a series of short-term interest-rate cuts by the Federal Reserve, which began in January and continued right through to the end of the fiscal year, was not enough to stem the tide of a slowing U.S. economy. The tragic terrorist attacks on September 11 clearly had a damaging effect on the economy as we closed out the fiscal year. Throughout the period, the market moved in different and sometimes surprising directions that made it difficult to identify the best categories of stocks. For instance, in the closing months of 2000 and early part of 2001, there were serious concerns about possible energy shortages. Prices of oil and natural gas shot up, benefiting stocks in those areas. But as the year progressed, the weaker economy dampened energy demand, and consequently, the fortunes of many of the stocks that had previously benefited. Likewise, stocks of large pharmaceutical companies performed particularly well in the early months of the fiscal year, but struggled through most of 2001. The fund took advantage of strong performance among its holdings of health care services and supply companies. By contrast, the weak technology sector had a detrimental impact on the portfolio as it did on the market as a whole. In the fixed-income portfolio, interest rates on the short end of the yield curve came down dramatically from January forward, tied to the Federal Reserve's interest-rate cuts. Longer-bonds saw yields drop, but not in a significant way. Early in the year, the fund put a heavy emphasis on corporate bonds, and they performed better than Treasury debt securities into the summer. The fund's position was shifted somewhat at that time, taking profits on some corporate bonds and putting the proceeds to work in U.S. Treasury securities. As the U.S. economy showed further signs of slowing in the middle of summer, the environment changed in favor of Treasury debt securities. The September 11 attacks clearly changed investor perceptions for the short term, and most looked to put money to work in the highest-quality sector of the bond market--short-term U.S. government securities. As the new fiscal year begins, it is clear that the U.S. economy is fighting a slump that has made for a difficult business environment. In the short term, that will continue to create a difficult profit environment for many companies. It also is likely to keep the bond market moving in a generally positive direction. Equity markets are waiting for signs of economic improvement. It seems possible that stimulus efforts by both the Federal Reserve and the federal government will help that process. Once a recovery becomes apparent, stocks are likely to enjoy stronger performance. In the short term, markets will likely remain volatile, but as signals improve, the fund may take a more aggressive position in order to capitalize on future appreciation potential. Although interest rates are at very low levels, continued modest inflation should prevent them from climbing dramatically in the months ahead. In an environment where rates are relatively steady or moving only slightly higher, it is likely that corporate bonds will prove to be the most attractive area of the fixed income market, and the bond portfolio will concentrate on that segment. - --------------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - --------------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(6) ---------------------------------------------------------- 1 YEAR 5 YEARS 3/30/1992 1/9/1995 3/1/1999 11/27/2000 9/24/2001 - --------------------------------------------------------------------------------------------------------------- Class A NAV -18.38% 5.99% -- 9.48% -- -- -- - --------------------------------------------------------------------------------------------------------------- Class A POP -22.88% 4.80% -- 8.55% -- -- -- - --------------------------------------------------------------------------------------------------------------- Class B NAV -19.00% -- -- -- -0.75% -- -- - --------------------------------------------------------------------------------------------------------------- Class B POP -22.37% -- -- -- -1.66% -- -- - --------------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 2.15% - --------------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 0.18% - --------------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -14.03% -- - --------------------------------------------------------------------------------------------------------------- Class Y -18.14% 6.29% 8.33% -- -- -- -- - --------------------------------------------------------------------------------------------------------------- S&P 500 Composite Index(3) -26.62% 10.22% 12.74% 14.56% -6.97% -20.00% -- - --------------------------------------------------------------------------------------------------------------- Lehman Aggregate Bond Index(4) 12.96% 8.06% 7.76% 8.49% 7.76% 10.41% -- - --------------------------------------------------------------------------------------------------------------- Lehman Gov't/Credit Bond Index(5) 13.17% 8.00% 7.26% 7.90% 7.74% 10.88% -- - --------------------------------------------------------------------------------------------------------------- (18 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 BALANCED VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] LEHMAN FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN S&P 500 LEHMAN GOVERNMENT/ BALANCED FUND, BALANCED FUND, BALANCED FUND, COMPOSITE AGGREGATE CREDIT BOND CLASS A NAV CLASS A POP CLASS Y INDEX(3) BOND INDEX(4) INDEX(5) ------------------------------------------------------------------------------------------ CLASS A 1/1995 10,000 9,452 10,000 10,000 10,000 10/1995 12,197 11,522 12,603 11,288 11,077 10/1996 13,707 12,949 15,640 11,948 11,721 10/1997 16,182 15,287 20,663 13,013 12,599 10/1998 17,578 16,606 25,204 14,226 13,745 10/1999 18,541 17,516 31,671 14,301 13,882 10/2000 22,152 20,926 33,599 15,344 14,775 9/2001 18,380 17,363 24,760 17,220 16,605 CLASS Y 3/1992 10,000 10,000 10,000 10,000 10/1992 10,381 10,548 10,706 10,713 10/1993 11,772 12,124 11,978 11,778 10/1994 11,665 12,593 11,538 11,550 10/1995 13,974 15,923 13,344 12,997 10/1996 15,724 19,759 14,124 13,752 10/1997 18,618 26,104 15,383 14,782 10/1998 20,264 31,841 16,818 16,127 10/1999 21,454 40,011 16,906 16,287 10/2000 25,720 42,448 18,140 17,335 9/2001 21,389 31,280 20,357 19,482 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the First American Balanced Fund combined with Firstar Balanced Growth Fund and Firstar Balanced Income Fund. Performance history prior to September 24, 2001, represents that of Firstar Balanced Growth Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of large-capitalization stocks. (4) An unmanaged index composed of the Lehman Government/Credit Bond Index, the Lehman Mortgage Backed Securities Index, and the Lehman Asset Backed Securities Index. The Lehman Government/Credit Bond Index is comprised of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities and investment-grade corporate debt securities. The Lehman Mortgage Backed Securities Index is comprised of the mortgage-backed pass-through securities of Ginnie Mae, Fannie Mae, and Freddie Mac. The Lehman Asset Backed Securities Index is comprised of debt securities rated investment grade or higher that are backed by credit card, auto, and home equity loans. Previously, the fund used the Lehman Government/Credit Bond Index as its benchmark index. Going forward, the fund will use the Lehman Aggregate Bond Index as a comparison because its composition better matches the fund's investment objectives and strategies. (5) An unmanaged index of Treasury securities, other securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage securities and investment-grade corporate debt securities. AMERICAN FUNDS ANNUAL REPORT 2001 19) MID CAP GROWTH INVESTMENT OBJECTIVE: GROWTH OF CAPITAL Growth stocks faced significant challenges in the fiscal year ended September 30, 2001. This took a toll on the First American Mid Cap Growth Fund, which declined 49.22% (Class A shares lost 49.38% on net asset value). By comparison, the fund's benchmark, the Russell Midcap Growth Index, declined by 51.77%. Beginning in the closing months of 2000, the U.S. economy, which had enjoyed tremendous growth in previous years, suddenly began to slow significantly. While not yet slipping into a recession, economic growth was tepid at best through much of the fiscal year. That created a difficult environment for growth stocks, which depend on increasing revenues and profits to rise in value. Technology stocks, commonly a big part of any growth portfolio, were the hardest hit. As many companies trimmed their spending on technology and telecommunications equipment, a number of these stocks were driven down in dramatic fashion. Given that reality, the fund shifted its focus to other types of mid-cap growth stocks. Better opportunities were identified in areas like energy, financial services, and health care. The tragic attacks that occurred on September 11 appeared to leave a mark on the U.S. economy. Hopes of avoiding a recession faded as a result of the tragedy, and that may delay a near-term recovery for growth stocks. However, it is possible that as the economy begins to recover and another cycle of growth gets underway, the fund should be able to capitalize on a number of investment opportunities. In fact, mid-cap stocks have a solid record of performing well in the early stages of an economic recovery. While this area of the market can be subject to significant volatility, there are reasons to be optimistic about long-term prospects for the portfolio. With the Federal Reserve and the U.S. government adding fiscal stimulus to the economy, the environment is likely to improve for mid-cap companies that are looking for capital to grow their businesses. What's more, mid-cap growth stocks still appear to be attractively valued in the market, which should draw more investor interest as stocks find their way back into positive territory. - ------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ---------------------------------- 1 YEAR 5 YEARS 10 YEARS 8/7/1998 2/1/1999 9/24/2001 - ------------------------------------------------------------------------------------------------- Class A NAV -49.38% 4.36% 10.63% -- -- -- - ------------------------------------------------------------------------------------------------- Class A POP -52.17% 3.18% 10.01% -- -- -- - ------------------------------------------------------------------------------------------------- Class B NAV -49.65% -- -- -0.66% -- -- - ------------------------------------------------------------------------------------------------- Class B POP -51.11% -- -- -1.04% -- -- - ------------------------------------------------------------------------------------------------- Class C NAV -49.73% -- -- -- -3.60% -- - ------------------------------------------------------------------------------------------------- Class C POP -50.53% -- -- -- -3.97% -- - ------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- 1.81% - ------------------------------------------------------------------------------------------------- Class Y -49.22% 4.64% 10.77% -- -- -- - ------------------------------------------------------------------------------------------------- Russell Midcap Growth Index(3) -51.77% 4.51% 9.73% 4.38% -5.80% -- - ------------------------------------------------------------------------------------------------- Russell Midcap Index(4) -22.36% 9.15% 12.74% 8.86% 2.57% -- - ------------------------------------------------------------------------------------------------- (20 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MID CAP GROWTH VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN MID CAP MID CAP MID CAP RUSSELL RUSSELL GROWTH FUND, GROWTH FUND, GROWTH FUND, MIDCAP GROWTH MIDCAP CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) ---------------------------------------------------------------------------- CLASS A 9/1991 10,000 9,452 10,000 10,000 9/1992 10,462 9,891 10,923 11,454 9/1993 14,322 13,540 13,132 14,281 9/1994 13,974 13,211 13,450 14,517 9/1995 18,820 17,793 17,440 18,450 9/1996 22,177 20,967 20,289 21,410 9/1997 26,843 25,379 26,303 28,916 9/1998 23,340 22,066 23,838 27,177 9/1999 30,736 29,058 32,704 32,463 9/2000 54,231 51,272 52,449 42,729 9/2001 27,453 25,955 25,297 33,175 CLASS Y 2/1997 10,000 10,000 10,000 9/1997 12,193 12,338 12,318 9/1998 10,633 11,182 11,577 9/1999 14,032 15,341 13,829 9/2000 24,820 24,603 18,202 9/2001 12,604 11,867 14,132 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Stocks of mid-capitalization companies may be slightly less volatile than those of small-capitalization companies, but they still involve substantial risk and may be subject to more abrupt or erratic price fluctuations than large-capitalization companies. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On August 7, 1998, the Mid Cap Growth Fund became the successor by merger to the Piper Emerging Growth Fund, a series of Piper Funds Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance prior to August 7, 1998, is that of the Piper Emerging Growth Fund. The Mid Cap Growth Fund's 1999 and 2000 returns were higher due in 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 had in 1999 and 2000. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. Previously, the fund used the Russell Midcap Index as a benchmark. Going forward, the fund will use the Russell Midcap Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index comprised of the 800 smallest securities in the Russell 1000 Index, which represent approximately 24% of the total market capitalization of the investable U.S. equity market. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 21) MID CAP VALUE INVESTMENT OBJECTIVE: CAPITAL APPRECIATION In a generally difficult market for stocks, mid-cap value issues managed to avoid many of the problems. Still, the First American Mid Cap Value Fund declined 5.37% for the fiscal year ended September 30, 2001 (Class A shares lost 5.41% on net asset value). Over the 12 months, the fund's broad-based benchmark, the Russell Midcap Value Index, declined 0.04%. A very positive trend for the fund was that value stocks significantly outperformed growth issues. While a slow economy limited the upside potential for stocks, investors clearly showed a preference for attractively priced companies that could generate positive earnings. Over an 18-month span, mid-cap value stocks have made up most of the ground that was lost during an extended period that favored growth stocks during the late 1990s and early part of 2000. The fund focused its portfolio on high-quality companies with a track record of solid profitability and steady business performance. These companies are driven by strong management teams and participate in industries with good business fundamentals. Among the blue-chip names that contributed positively to the fund's performance were General Dynamics, SunGard Data Systems, Kinder Morgan, and ITT Industries. Two stocks in the portfolio that were faced with difficult challenges but managed to bounce back strongly were Office Depot and Federated Department Stores. The fund lost some ground due to poor performance among its limited holdings in the hard-hit technology sector, and significant losses in a major airline holding, Delta Airlines, shortly after the terrorist attacks on September 11. Those events had a damaging effect on investor psychology and expectations for an economic turnaround. The market's expectation for the economy is that a recovery may be delayed until some time in 2002, as the nation tries to rebound from the impact of the tragedy on a number of business sectors. The fund is structured with a very diversified mix of stocks across a broad range of industries. With a focus on identifying companies that have the potential to outperform the market as a whole, the fund will seek to generate competitive returns in the year ahead. - --------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - --------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) --------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 2/4/1994 8/15/1994 2/1/1999 9/24/2001 - --------------------------------------------------------------------------------------------------------- Class A NAV -5.41% 2.94% 10.24% -- -- -- -- - --------------------------------------------------------------------------------------------------------- Class A POP -10.61% 1.78% 9.61% -- -- -- -- - --------------------------------------------------------------------------------------------------------- Class B NAV -6.21% 2.18% -- -- 7.07% -- -- - --------------------------------------------------------------------------------------------------------- Class B POP -10.90% 1.94% -- -- 7.07% -- -- - --------------------------------------------------------------------------------------------------------- Class C NAV -6.17% -- -- -- -- 0.11% -- - --------------------------------------------------------------------------------------------------------- Class C POP -8.05% -- -- -- -- -0.27% -- - --------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -- 3.23% - --------------------------------------------------------------------------------------------------------- Class Y -5.37% 3.20% -- 7.83% -- -- -- - --------------------------------------------------------------------------------------------------------- Russell Midcap Value Index(3) -0.04% 10.77% 13.84% 12.29% 12.69% 5.13% -- - --------------------------------------------------------------------------------------------------------- Russell Midcap Index(4) -22.36% 9.15% 12.74% 11.35% 11.97% 2.57% -- - --------------------------------------------------------------------------------------------------------- (22 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MID CAP VALUE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN MID CAP MID CAP MID CAP RUSSELL RUSSELL VALUE FUND, VALUE FUND, VALUE FUND, MIDCAP VALUE MIDCAP CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) --------------------------------------------------------------------------- CLASS A 9/1991 10,000 9,452 10,000 10,000 9/1992 11,517 10,880 11,813 11,454 9/1993 13,688 12,931 15,030 14,281 9/1994 16,257 15,357 15,184 14,517 9/1995 18,310 17,297 18,942 18,450 9/1996 22,930 21,662 21,924 21,410 9/1997 32,086 30,311 30,748 28,916 9/1998 22,836 21,573 29,608 27,177 9/1999 24,669 23,305 32,368 32,463 9/2000 28,019 26,469 36,576 42,729 9/2001 26,504 25,038 36,563 33,175 CLASS Y 2/1994 10,000 10,000 10,000 9/1994 10,731 10,017 9,900 9/1995 12,108 12,497 12,582 9/1996 15,209 14,464 14,600 9/1997 21,331 20,286 19,719 9/1998 15,220 19,533 18,533 9/1999 16,508 21,354 22,138 9/2000 18,810 24,130 29,138 9/2001 17,800 24,122 22,623 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Stocks of mid-capitalization companies may be slightly less volatile than those of small-capitalization companies, but they still involve substantial risk and may be subject to more abrupt or erratic price fluctuations than large-capitalization companies. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. Previously, the fund used the Russell Midcap Index as a benchmark. Going forward, the fund will use the Russell Midcap Value Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index comprised of the 800 smallest securities in the Russell 1000 Index, which represent approximately 24% of the total market capitalization of the investable U.S. equity market. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 23) MID CAP CORE INVESTMENT OBJECTIVE: CAPITAL APPRECIATION Amid a weakening economy, mid-cap stocks faced difficult challenges in the 12-month period ended September 30, 2001. In that time, the First American Mid Cap Core Fund declined 22.46% (Class A shares lost 22.64% on net asset value). The fund's benchmark, the S&P Midcap 400 Index, declined 19.00% for the period. As 2000 came to a close, significant concerns about the state of the U.S. economy were coming to the forefront. By early January, the Federal Reserve began a long string of short-term interest rate cuts in an effort to keep the economy out of recession. In the early part of the fiscal year, energy stocks performed extremely well. Health care and financial stocks also held up reasonably well. The environment was far more difficult for stocks in the once high-flying technology sector. With an economic slowdown at hand, a number of businesses trimmed their technology budgets, and that left many technology suppliers struggling to generate profit growth. While the environment as a whole was difficult for equity investors, mid-cap stocks generally held up better than large-cap stocks. That was a switch from previous years, when large-cap stocks significantly outperformed the rest of the market. Still, a number of companies found earnings growth hard to come by in slow-growth economy. Effective stock selection in these sectors proved to be helpful to the fund's return. While the absolute performance of technology stocks was disappointing, the fund managed to avoid the weakest sectors, such as Internet and semiconductor stocks. In light of the September 11 attacks on the United States, steps have been taken to upgrade the portfolio, focusing on stocks that are not overly dependent on the immediate prospects for the U.S. economy. This conservative approach should be helpful in a period of uncertainty and expected volatility in the market. Once the economy begins to move out of a recession, mid-cap stocks appear to be well positioned to capture much of the potential of the markets. Historically, mid-cap issues have performed very well in the early stages of an economic recovery. If that pattern holds true again, the fund should be well positioned to take advantage of the opportunities offered in the market. - ------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) ----------------------------------------------- 1 YEAR 5 YEARS 10 YEARS 1/9/1995 3/1/1999 12/11/2000 9/24/2001 - ------------------------------------------------------------------------------------------------------- Class A NAV -22.64% 5.66% -- 10.72% -- -- -- - ------------------------------------------------------------------------------------------------------- Class A POP -26.89% 4.47% -- 9.79% -- -- -- - ------------------------------------------------------------------------------------------------------- Class B NAV -23.28% -- -- -- 5.98% -- -- - ------------------------------------------------------------------------------------------------------- Class B POP -25.75% -- -- -- 5.20% -- -- - ------------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 3.39% - ------------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 1.36% - ------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -20.87% -- - ------------------------------------------------------------------------------------------------------- Class Y -22.46% 5.91% 10.09% -- -- -- -- - ------------------------------------------------------------------------------------------------------- S&P MidCap 400 Index(3) -19.00% 13.67% 14.45% 16.46% 8.01% -15.76% -- - ------------------------------------------------------------------------------------------------------- (24 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MID CAP CORE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN MID CAP MID CAP MID CAP S&P CORE FUND, CORE FUND, CORE FUND, MIDCAP 400 CLASS A NAV CLASS A POP CLASS Y INDEX(3) ------------------------------------------------------------- CLASS A 1/1995 10,000 9,452 10,000 10/1995 12,873 12,166 12,449 10/1996 14,453 13,658 14,608 10/1997 17,658 16,688 19,381 10/1998 16,615 15,702 20,681 10/1999 16,832 15,907 25,038 10/2000 24,783 23,421 32,962 9/2001 19,826 18,736 27,636 CLASS Y 10/1991 10,000 10,000 10/1992 10,886 11,081 10/1993 12,644 13,467 10/1994 12,994 13,787 10/1995 16,346 16,711 10/1996 18,402 19,611 10/1997 22,532 26,017 10/1998 21,256 27,762 10/1999 21,588 33,612 10/2000 31,861 44,250 9/2001 25,540 37,100 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Stocks of mid-capitalization companies may be slightly less volatile than those of small-capitalization companies, but they still involve substantial risk and may be subject to more abrupt or erratic price fluctuations than large-capitalization companies. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Mid Cap Core Fund became the successor by merger to the Firstar MidCap Core Equity Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar MidCap Core Equity Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged, capitalization-weighted index that represents the aggregate market value of the common equity of 400 companies chosen by Standard & Poor's with a median capitalization of approximately $700 million and measures the performance of the mid-range sector of the U.S. stock market. (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 25) MICRO CAP INVESTMENT OBJECTIVE: GROWTH OF CAPITAL A struggling stock market had an impact on a broad range of stocks, including those of smaller companies. In that environment, the First American Micro Cap Fund declined 29.07% for the 12-month period ended September 30, 2001 (Class A shares declined 29.23% on net asset value). Still, the fund fared better than its benchmark, the Russell 2000 Growth Index, which was down 42.59% for the same 12-month period. The general malaise that plagued the stock market, as the fiscal year began in October 2000, was particularly evident for growth stocks. While investors had some appetite for stocks of smaller companies, most of their interest appeared to lie in the value sector, which is not the main emphasis of this fund. One reason for the difficult market was that the U.S. economy began to lose steam at the close of 2000. A recession was narrowly avoided in the first half of 2001, but businesses had dramatically trimmed their capital spending. This took a toll on the fortunes of many smaller growth stocks, particularly in the technology sector. In an effort to give the economy a boost, the Federal Reserve trimmed interest rates eight times between January and September. This provided a bit of a lift to the micro-cap market, but again, the fund's growth stock emphasis worked against it. Throughout the year, a number of "mini-rallies" occurred from time to time in the technology sector, but they were quickly overtaken by the continuation of the general bear market. The fund began the year with a heavy weighting in the technology sector, but eventually cut that position by more than half. The fund did benefit from a sizable position in energy stocks, which performed very well in late 2000 and very early 2001. The fund's energy position was virtually eliminated after the runup, which worked to its benefit, as energy stocks took a turn for the worse. Stocks in the health care and financial markets also played a bigger role in the portfolio for much of the year. Late in the summer, it appeared that the U.S. economy was poised for a slow recovery, and adjustments were made to the fund, adding more stocks that would benefit from an economic upturn, including more technology issues. The terrorist attacks on September 11 changed everything in regard to the near-term outlook. Suddenly, the economy was dealt a severe blow, and it appeared that any significant recovery for a number of struggling micro-cap firms would be delayed. Nevertheless, many micro-cap stocks appear to be attractively priced in the current market, and once the economy begins to recover, they could be poised to show better performance. - -------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - -------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) ------------------------------------------------ 1 YEAR 5 YEARS 8/1/1995 3/1/1999 12/11/2000 9/24/2001 - -------------------------------------------------------------------------------------------------- Class A NAV -29.23% 21.35% 27.73% -- -- -- - -------------------------------------------------------------------------------------------------- Class A POP -33.13% 19.99% 26.57% -- -- -- - -------------------------------------------------------------------------------------------------- Class B NAV -29.79% -- -- 37.81% -- -- - -------------------------------------------------------------------------------------------------- Class B POP -32.19% -- -- 37.10% -- -- - -------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- 3.43% - -------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- 1.37% - -------------------------------------------------------------------------------------------------- Class S -- -- -- -- -15.59% -- - -------------------------------------------------------------------------------------------------- Class Y -29.07% 21.67% 28.06% -- -- -- - -------------------------------------------------------------------------------------------------- Russell 2000 Growth Index(3) -42.59% -1.75% 0.84% -7.96% -23.65% -- - -------------------------------------------------------------------------------------------------- Russell 2000 Index(3) -21.21% 4.54% 6.15% 2.06% -15.36% -- - -------------------------------------------------------------------------------------------------- (26 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MICRO CAP VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN RUSSELL RUSSELL MICRO CAP FUND, MICRO CAP FUND, MICRO CAP FUND, 2000 GROWTH 2000 CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(3) ----------------------------------------------------------------------- CLASS A 8/1995 10,000 9,452 10,000 10,000 10/1995 11,100 10,492 9,704 9,723 10/1996 17,137 16,197 10,997 11,338 10/1997 22,240 21,021 13,325 14,663 10/1998 17,411 16,456 11,212 12,927 10/1999 30,736 29,051 14,495 14,849 10/2000 57,608 54,450 16,838 17,434 9/2001 45,215 42,736 10,521 14,378 CLASS Y 8/1995 10,000 10,000 10,000 10/1995 11,110 9,704 9,723 10/1996 17,189 10,997 11,338 10/1997 22,366 13,325 14,663 10/1998 17,555 11,212 12,927 10/1999 31,083 14,495 14,849 10/2000 58,403 16,838 17,434 9/2001 45,943 10,521 14,378 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Stocks of micro-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of larger companies, and they may be expected to do so in the future. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Micro Cap Fund became the successor by merger to the Firstar MicroCap Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar MicroCap Fund. The MicroCap 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. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) The Russell 2000 Growth Index is an unmanaged index that measures the performance of those companies in the Russell 2000 Index with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 Index is an unmanaged index that measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. Previously, the fund used the Russell 2000 Index as a benchmark. Going forward, the fund will use the Russell 2000 Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class C represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 27) SMALL CAP GROWTH INVESTMENT OBJECTIVE: GROWTH OF CAPITAL Growth stocks were out of favor throughout the fiscal year ended September 30, 2001. Facing that challenge, the First American Small Cap Growth Fund declined 41.55% during the period (Class A shares declined 41.71% on net asset value). That compares to the fund's benchmark, the Russell 2000 Growth Index, which was down 42.59% for the same 12-month period. The fund operated in an environment of a generally slowing U.S. economy. This took a particular toll on growth-oriented stocks, which are dependent on the profits of underlying companies to generate higher share value. With business spending on the decline, particularly in the technology sector, many of the companies in this part of the market had a difficult time meeting profit growth expectations. As a result, stock prices tumbled. The severe bear market for technology issues forced the fund to invest in other types of stocks in order to generate growth. Early in the fiscal year, energy stocks worked well, as high demand and shrinking supply boosted those companies. However, the slowing economy took its toll here, as a sluggish business environment reduced demand, eventually driving energy prices lower and hurting the profitability of many companies. A heavy weighting in financial services stocks benefited the fund. However, technology stocks, typically an important part of a small-cap growth portfolio, continued to struggle. While valuations of technology stocks have come down a long way from their peaks reached in early 2000, it may still be too early to see them recover to a significant extent. However, when appropriate, technology issues will be added to the portfolio. The events on September 11 have clearly made the environment more difficult and unpredictable in the short term. There are some positive signs that should come into play in the market at some point. For starters, both the Federal Reserve and the U.S. government are adding significant stimulus to the economy. In addition, world demand for U.S. products should recover in the future, adding to the long-term growth prospects for a number of smaller companies. While volatility is likely to continue, small-cap growth stocks should be well positioned to benefit from an economic recovery, when that occurs. - ---------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ---------------------------------- 1 YEAR 5 YEARS 10 YEARS 7/31/1998 2/1/1999 9/24/2001 - ---------------------------------------------------------------------------------------------- Class A NAV -41.71% 9.58% 9.85% -- -- -- - ---------------------------------------------------------------------------------------------- Class A POP -44.90% 8.34% 9.85% -- -- -- - ---------------------------------------------------------------------------------------------- Class B NAV -42.14% -- -- 2.77% -- -- - ---------------------------------------------------------------------------------------------- Class B POP -44.40% -- -- 2.09% -- -- - ---------------------------------------------------------------------------------------------- Class C NAV -42.14% -- -- -- 0.16% -- - ---------------------------------------------------------------------------------------------- Class C POP -43.16% -- -- -- -0.23% -- - ---------------------------------------------------------------------------------------------- Class S -- -- -- -- -- 0.98% - ---------------------------------------------------------------------------------------------- Class Y -41.55% 9.75% -- 3.84% -- -- - ---------------------------------------------------------------------------------------------- Russell 2000 Growth Index(3) -42.59% -1.75% 5.56% -5.47% -6.46% -- - ---------------------------------------------------------------------------------------------- Russell 2000 Index(4) -21.21% 4.54% 10.01% 0.18% 2.60% -- - ---------------------------------------------------------------------------------------------- (28 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP GROWTH VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN SMALL CAP SMALL CAP SMALL CAP RUSSELL RUSSELL GROWTH FUND, GROWTH FUND, GROWTH FUND, 2000 GROWTH 2000 CLASS A NAV CLASS A POP CLASS Y INDEX(4) INDEX(3) ------------------------------------------------------------------------- CLASS A 9/1991 10,000 9,452 10,000 10,000 9/1992 10,616 10,031 9,978 10,894 9/1993 13,221 12,493 12,890 14,506 9/1994 13,501 12,757 13,003 14,894 9/1995 15,372 14,525 16,667 18,374 9/1996 16,201 15,309 18,768 20,787 9/1997 23,600 22,299 23,152 27,685 9/1998 19,198 18,140 17,402 22,420 9/1999 27,090 25,597 23,080 26,696 9/2000 43,906 41,486 29,926 32,940 9/2001 25,594 24,183 17,182 25,954 CLASS Y 7/1998 10,000 10,000 10,000 9/1998 8,383 8,471 8,689 9/1999 11,856 11,235 10,346 9/2000 19,275 14,568 12,766 9/2001 11,267 8,364 10,058 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Stocks of small-capitalization companies involve substantial risk. These stocks historically have experienced greater volatility than stocks of larger companies and they may be expected to do so in the future. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On July 31, 1998, the Small Cap Growth Fund became the successor by merger to the Piper Small Company Growth Fund, a series of Piper Funds Inc. Performance presented prior to July 31, 1998, is that of the Piper Small Companies Growth Fund. On September 21, 1996, shareholders approved a change in the fund's investment objective from high total investment return consistent with prudent investment risk to long-term capital appreciation. In connection with this change, the fund's investment policies were revised. The Small Cap Growth Fund's 1999 and 2000 returns were higher due in 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 and 2000. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. Previously, the fund used the Russell 2000 Index as a benchmark. Going forward, the fund will use the Russell 2000 Growth Index as a comparison because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index comprised of the smallest 2,000 companies in the Russell 3000 index, which represent approximately 8% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index is composed of 3,000 large U.S. companies based on total market capitalization, representing approximately 98% of the investable U.S. equity market. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 29) SMALL CAP VALUE INVESTMENT OBJECTIVE: CAPITAL APPRECIATION As stock markets battled a challenging environment, small-cap value stocks withstood the onslaught with better results than most other equity sectors. In that environment, the First American Small Cap Value Fund declined 6.25% for the fiscal year ended September 30, 2001 (Class A shares declined 6.36% on net asset value). The fund's benchmark, the Russell 2000 Value Index, returned 5.61%. After lagging growth stocks through most of the 1990s and the early part of 2000, value stocks have clearly turned the tables in the 18 months leading to the end of the current fiscal year. While a slowing economy through much of the past year has made it difficult for stocks as a whole to generate positive returns, small-cap value issues performed much better than the stock market as a whole. Investors clearly appeared to prefer stocks of companies that had a solid fundamental underpinning and tangible profits. Using a bottom-up, research-driven approach, the fund was able to identify a number of stocks that were positioned to do well in the challenging economic environment. This included a large position in energy stocks, which initially profited from price increases created by strong demand and limited supplies. As the economy weakened, industrial demand declined, and a number of stocks gave back some of their earlier gains. The fund's technology position was reduced, given ongoing weakness in demand for technology products. With the exception of the energy sector, the fund's largest holdings generally performed quite well for most of the 12-month period. The fund emphasizes stocks of stable and improving companies that can be purchased for an attractive price. Later in the period, the market began to favor lower-quality companies which do not typically play a major role in the portfolio. Just as the fund was being positioned into companies likely to benefit from an improved economy, the terrorist attacks occurred on September 11. In the aftermath of that tragic event, it seems likely that a recovery in the U.S. economy will be delayed. While the market must cope with a fair amount of uncertainty in the short term, there are reasons for optimism about the economic outlook. With significant stimulus put in place by the Federal Reserve and the U.S. government, and a likely recovery of consumer demand before too long, any possible recession should be shortlived. Once signs of economic improvement are apparent, the portfolio will likely add a number of consumer and industrial stocks that should benefit from the recovery. - ---------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ----------------------------------- 1 YEAR 5 YEARS 10 YEARS 11/24/1997 2/1/1999 9/24/2001 - ---------------------------------------------------------------------------------------------- Class A NAV -6.36% 6.30% 14.17% -- -- -- - ---------------------------------------------------------------------------------------------- Class A POP -11.49% 5.11% 13.52% -- -- -- - ---------------------------------------------------------------------------------------------- Class B NAV -7.24% -- -- 0.04% -- -- - ---------------------------------------------------------------------------------------------- Class B POP -11.12% -- -- -0.52% -- -- - ---------------------------------------------------------------------------------------------- Class C NAV -7.08% -- -- -- 6.05% -- - ---------------------------------------------------------------------------------------------- Class C POP -8.78% -- -- -- 5.64% -- - ---------------------------------------------------------------------------------------------- Class S -- -- -- -- -- 4.36% - ---------------------------------------------------------------------------------------------- Class Y -6.25% 6.54% 14.35% -- -- -- - ---------------------------------------------------------------------------------------------- Russell 2000 Value Index(3) 5.61% 9.91% 13.72% 3.55% 10.59% -- - ---------------------------------------------------------------------------------------------- Russell 2000 Index(4) -21.21% 4.54% 10.01% -0.34% 2.61% -- - ---------------------------------------------------------------------------------------------- (30 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP VALUE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN SMALL CAP SMALL CAP SMALL CAP RUSSELL RUSSELL VALUE FUND, VALUE FUND, VALUE FUND, 2000 VALUE 2000 CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) -------------------------------------------------------------------------- CLASS A 9/1991 10,000 9,452 10,000 10,000 9/1992 11,473 10,835 11,790 10,894 9/1993 16,252 14,776 16,103 14,506 9/1994 16,972 16,028 16,766 14,894 9/1995 23,978 22,644 19,879 18,374 9/1996 27,733 26,190 22,559 20,787 9/1997 39,320 37,132 32,180 27,685 9/1998 29,366 27,732 28,063 22,420 9/1999 32,632 30,816 29,699 26,696 9/2000 40,198 37,962 34,260 32,940 9/2001 37,641 35,547 36,182 25,954 CLASS Y 9/1991 10,000 10,000 10,000 9/1992 11,473 11,790 10,894 9/1993 15,646 16,103 14,506 9/1994 16,972 16,766 14,894 9/1995 23,869 19,879 18,374 9/1996 27,843 22,559 20,787 9/1997 39,551 32,180 27,685 9/1998 29,622 28,063 22,420 9/1999 32,987 29,699 26,696 9/2000 40,760 34,260 32,940 9/2001 38,211 36,182 25,954 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Stocks of small-capitalization companies involve substantial risk. These stocks have historically experienced greater price volatility than stocks of larger companies, and they may be expected to do so in the future. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. Performance prior to August 1, 1994, is that of the Small Company Value Trust Fund, a predecessor collective trust fund. On August 1, 1994, substantially all of the assets of the Small Company Value Trust Fund were transferred into Qualivest Small Companies Value Fund, a mutual fund registered under the Investment Company Act of 1940. On November 21, 1997, the First American Small Cap Value Fund became the successor by merger to Qualivest Small Companies Value Fund. The objectives, policies, and guidelines of the predecessor funds were, in all material respects, identical to those of the Small Cap Value Fund. Small Company Value Trust Fund was not registered under the Investment Company Act of 1940 and therefore was not subject to certain investment restrictions that might have adversely affected performance. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. Previously, the fund used the Russell 2000 Index as a benchmark. Going forward, the fund will use the Russell 2000 Value Index as a comparison because its composition better matches the fund's investment objectives and strategies. (4) An unmanaged index comprised of the smallest 2,000 companies in the Russell 3000 index, which represent approximately 8% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index is composed of 3,000 large U.S. companies based on total market capitalization, representing approximately 98% of the investable U.S. equity market. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 31) SMALL CAP CORE INVESTMENT OBJECTIVE: CAPITAL APPRECIATION While equity markets were negative across the board, small-cap stocks outperformed other segments of the equity market by not falling as far. The First American Small Cap Core Fund declined 15.37% for the 12-month period ended September 30, 2001 (Class A shares declined 15.56% on net asset value). Over the 12-month period, the fund's benchmark, the S&P SmallCap 600 Index, declined 10.61%. With U.S. economic growth slowing considerably over the 12-month period, many companies had a difficult time maintaining positive earnings growth. Smaller companies tended to weather this challenging period better than many of their larger counterparts. While there continued to be limited opportunities to generate solid gains in such a volatile market, the fund was able to take advantage of opportunities in selected areas. In the early part of the fiscal year, energy stocks, which represented a heavy weighting in the portfolio, performed quite well as high demand and limited supplies drove oil and natural gas prices higher. The slowing economy dampened demand early in 2001, and the fund cut back its energy position. Technology and health care stocks also played a large role in the portfolio for much of the year, as did selected financial and media issues. The fund managed to find a number of strong performing stocks in a variety of industries. Near the end of the fiscal year, the fund was being positioned in preparation of what appeared to be an economic recovery. The attacks on September 11 changed the face of economic expectations. It is likely that a full recovery could be pushed back into 2002, which might be a temporary setback for economically sensitive stocks. The fund continues to emphasize a portfolio that is balanced between growth and value stocks. Key fundamental and valuation guidelines drive buy and sell decisions for the fund. With serious efforts being made by the Federal Reserve and the U.S. government to stimulate economic growth, it seems likely that the economy will begin to recover in the months ahead, which should prove beneficial for the fund. - ---------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(6) ---------------------------------------------- 1 YEAR 5 YEARS 5/6/1992 12/31/1993 3/6/1995 9/24/2001 - ---------------------------------------------------------------------------------------------- Class A NAV -15.56% 6.66% 10.66% -- -- -- - ---------------------------------------------------------------------------------------------- Class A POP -20.20% 5.46% 10.00% -- -- -- - ---------------------------------------------------------------------------------------------- Class B NAV -16.14% 5.94% -- -- 7.54% -- - ---------------------------------------------------------------------------------------------- Class B POP -19.36% 5.66% -- -- 7.54% -- - ---------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- 2.13% - ---------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- 0.11% - ---------------------------------------------------------------------------------------------- Class S -15.42% 6.72% -- 7.90% -- -- - ---------------------------------------------------------------------------------------------- Class Y -15.37% 6.98% 10.90% -- -- -- - ---------------------------------------------------------------------------------------------- S&P SmallCap 600 Index(3) -10.61% 7.76% 11.90% 9.80% 11.83% -- - ---------------------------------------------------------------------------------------------- Russell 2000 Index(4) -21.21% 4.54% 9.50% 7.43% 8.47% -- - ---------------------------------------------------------------------------------------------- Wilshire Next 1750 Index(5) -25.21% 5.65% 10.72% 8.60% 9.61% -- - ---------------------------------------------------------------------------------------------- (32 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP CORE VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN SMALL CAP SMALL CAP SMALL CAP S&P RUSSELL WILSHIRE CORE FUND, CORE FUND, CORE FUND, SMALLCAP 2000 NEXT 1750 CLASS A NAV CLASS A POP CLASS Y 600 INDEX(3) INDEX(4) INDEX(5) ------------------------------------------------------------------------------------- CLASS A 5/1992 10,000 9,452 10,000 10,000 10,000 11/1992 11,255 10,638 11,275 10,887 11,069 11/1993 13,478 12,739 13,385 12,953 13,156 11/1994 14,472 13,679 12,895 12,809 13,164 11/1995 17,579 16,615 16,886 16,458 17,129 11/1996 19,048 18,004 20,584 19,176 20,229 11/1997 22,754 21,507 25,635 23,665 24,890 11/1998 19,525 18,455 24,261 22,098 23,844 11/1999 22,886 21,631 26,809 25,561 28,694 10/2000 29,671 28,044 32,235 28,319 33,033 9/2001 25,924 24,503 28,634 23,356 25,900 CLASS Y 5/1992 10,000 10,000 10,000 10,000 11/1992 11,255 11,275 10,887 11,069 11/1993 13,474 13,385 12,953 13,156 11/1994 14,492 12,895 12,809 13,164 11/1995 17,637 16,886 16,458 17,129 11/1996 19,186 20,584 19,176 20,229 11/1997 22,979 25,635 23,665 24,890 11/1998 19,784 24,261 22,098 23,844 11/1999 23,259 26,809 25,561 28,694 10/2000 30,238 32,235 28,319 33,033 9/2001 26,462 28,634 23,356 25,900 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Stocks of small-capitalization companies involve substantial risk. These stocks historically have experienced greater price volatility than stocks of larger companies, and they may be expected to do so in the future. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On September 24, 2001, the Small Cap Core Fund became the successor by merger to the Firstar Small Cap Core Equity Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Small Cap Core Equity Fund. The Firstar Small Cap Core Equity Fund was organized on November 27, 2000, and prior to that, was a separate series of Mercantile Funds, Inc. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged, capitalization-weighted index that measures the performance of selected U.S. stocks with small market capitalizations. Previously, the fund used the Russell 2000 Index and the Wilshire Next 1750 Index as benchmark indices. Going forward, the fund will use the S&P SmallCap 600 Index because its composition better matches the fund's investment objective and strategies. (4) An unmanaged index comprised of the smallest 2,000 companies in the Russell 3000 index, which represent approximately 8% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index is composed of 3,000 large U.S. companies based on total market capitalization, representing approximately 98% of the investable U.S. equity market. (5) An unmanaged index intended to show the next largest 1,750 companies after the top 750 companies of the Wilshire 5000 Stock Index. (6) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class C represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 33) EMERGING MARKETS INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL In a challenging year for the volatile emerging market sector, the First American Emerging Markets Fund registered a decline of 30.84% for the fiscal year ended September 30, 2001 (Class A shares declined 30.94% on net asset value). For the same period, the fund's benchmark, the MSCI Emerging Markets Free Index, declined 33.53%. The performance during the fiscal year was in sharp contrast to the positive return emerging markets enjoyed in the previous fiscal year. The period began with markets focusing more on companies able to generate visible profits, and moving away from the technology, media, and telecommunications sectors that had dominated performance in the late 1990s. The fund shifted its position into more defensive areas of the market, including financial services, consumer stocks, and health care issues. These themes appeared to offer the best opportunity in what was becoming a slow-growth economic environment around the world. From a country perspective, the fund started the fiscal year with a heavy weighting in Mexico and Brazil, believing that Latin American markets offered a more significant opportunity for positive returns. While Mexican stocks managed to hold their own in this challenging environment, Brazilian issues lost ground as financial problems arose in many South American nations. The fund's holdings in stocks such as Coca Cola Mexico and Wal-Mart Mexico were among our best performers. The fund also held an above average weighting in the Europe/Mideast/Africa region, with a particular emphasis on Russian stocks. Russia was a beneficiary earlier in the year of rising oil prices. There was more skepticism about the Pacific region, where the fortunes of many companies are tied to the struggling technology sector. The fund reduced its holdings in that area of the world. After the struggles of the past year, emerging market stocks could be poised for a recovery, assuming that economic trends improve across the globe. In the short run, concerns stemming from the September 11 terrorist attacks in the United States could result in investors seeking higher-quality stocks from countries perceived to offer greater stability. But with central banks and governments working hard to add liquidity to world markets and economies, the fund may be able to benefit from growing interest in the unique opportunities for growth that emerging markets offer. - ------------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ------------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) ----------------------------------------------- 1 YEAR 5 YEARS 11/9/1993 8/7/1998 2/1/2000 9/24/2001 - ------------------------------------------------------------------------------------------------------- Class A NAV -30.94% -7.83% -6.49% -- -- -- - ------------------------------------------------------------------------------------------------------- Class A POP -34.71% -8.87% -7.16% -- -- -- - ------------------------------------------------------------------------------------------------------- Class B NAV -31.54% -- -- -7.28% -- -- - ------------------------------------------------------------------------------------------------------- Class B POP -34.96% -- -- -8.18% -- -- - ------------------------------------------------------------------------------------------------------- Class C NAV -31.44% -- -- -- -27.76% -- - ------------------------------------------------------------------------------------------------------- Class C POP -32.84% -- -- -- -28.19% -- - ------------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- 2.62% - ------------------------------------------------------------------------------------------------------- Class Y -30.84% -- -- -6.32% -- -- - ------------------------------------------------------------------------------------------------------- MSCI Emerging Markets Free Index(3) -33.53% -10.29% -5.63% 3.47% -33.57% -- - ------------------------------------------------------------------------------------------------------- (34 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 EMERGING MARKETS VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN MSCI EMERGING EMERGING EMERGING EMERGING MARKETS FUND, MARKETS FUND, MARKETS FUND, MARKETS FREE CLASS A NAV CLASS A POP CLASS Y INDEX(3) ------------------------------------------------------------------ CLASS A 11/1993 10,000 9,452 10,000 9/1994 11,920 11,267 12,615 9/1995 7,300 6,900 10,380 9/1996 8,850 8,365 10,922 9/1997 11,016 10,412 11,638 9/1998 5,628 5,319 6,075 9/1999 6,791 6,419 9,508 9/2000 8,527 8,059 9,547 9/2001 5,888 5,566 6,347 CLASS Y 8/1998 10,000 10,000 9/1998 7,730 10,634 9/1999 9,354 16,645 9/2000 11,774 16,714 9/2001 8,143 11,111 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. International investing involves risks not typically associated with domestic investing, including risks of adverse currency fluctuations, potential political and economic instability, different accounting standards, foreign government regulations, currency exchange rates, limited liquidity, and volatile prices. The risks of international investing are particularly significant in emerging markets. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On August 7, 1998, the Emerging Markets Fund became the successor by merger to the Piper Emerging Markets Growth Fund, a series of Piper Global Funds Inc. Prior to the merger, the First American fund had no assets or liabilities. Performance presented from June 21, 1996, to August 7, 1998, is that of Piper Emerging Markets Growth Fund for which Edinburgh Fund Managers acted as subadvisor. Performance prior to June 21, 1996, is that of the Hercules Latin American Value Fund, a series of Hercules Funds Inc. for which Bankers Trust company acted as subadvisor. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of securities from emerging markets that are open to foreign investors. (4) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 35) INTERNATIONAL INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL As world markets coped with a steadily weakening global economy, the First American International Fund posted a decline of 32.09% for the 12-month period ended September 30, 2001 (Class A shares declined 32.27% on net asset value). During the same 12-month period, the fund's benchmark, the MSCI EAFE Index, declined 28.28%. The period witnessed a dramatic deterioration in global economic activity, and a particularly pronounced backlash against the technology, media, and telecommunications shares that had performed so well in preceding years. A series of interest-rate cuts by the U.S. Federal Reserve along with the eventual loosening of monetary policy in Europe and Japan were not enough to reinvigorate the global economy. The September 11 attacks on the United States ended the period on a somber note, virtually eliminating hopes of a rapid global economic rebound. During the 12-month period, the portfolio's structure became increasingly conservative, reflecting ongoing volatility in the market. The fund benefited from its stock selection in Australia and Hong Kong and managed to generate a return comparable with benchmark indices in Europe. Holdings in Japan trailed market performance as a whole. While stock selection generally worked to the fund's benefit, weakness among our holdings in the health care area had a negative impact. Given market results, the fund suffered from heavier weightings in technology and industrial stocks, and its limited commitment to the strong-performing financial services area. Prior to the attacks, the immediate outlook for the global economy appeared delicately balanced between a synchronized global recession and a modest cyclical recovery led by the U.S. It looked as if an improved economic environment might be evident before 2002, but the events on September 11 clearly changed the climate. Still, continued interest rate cuts by central banks in the United States, Europe, and Japan, along with increased government spending by the United States, appeared to create a higher likelihood that an economic rebound is in the offing in the early months of 2002. It's valuable to note that, historically speaking, markets have generally performed poorly during the buildup that leads to military conflict. Once the battle begins, however, markets traditionally have turned upward. While the events on September 11 have increased the level of uncertainty in the market, it seems likely that stocks could react positively to an economic recovery and improved corporate profits. The fund will continue to adhere to its bottom-up discipline, with a focus on well-managed companies that offer long-term earnings growth potential and are attractively priced. - ----------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ----------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) -------------------------------------------------------- 1 YEAR 5 YEARS 4/4/1994 4/24/1994 5/2/1994 3/6/1995 9/24/2001 - ----------------------------------------------------------------------------------------------------- Class A NAV -32.27% 2.89% -- -- 3.99% -- -- - ----------------------------------------------------------------------------------------------------- Class A POP -35.98% 1.73% -- -- 3.20% -- -- - ----------------------------------------------------------------------------------------------------- Class B NAV -32.77% 2.13% -- -- -- 4.63% -- - ----------------------------------------------------------------------------------------------------- Class B POP -35.77% 1.84% -- -- -- 4.63% -- - ----------------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -- -- 5.29% - ----------------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -- -- 3.30% - ----------------------------------------------------------------------------------------------------- Class S -32.25% 2.87% -- 4.21% -- -- -- - ----------------------------------------------------------------------------------------------------- Class Y -32.09% 3.18% 4.41% -- -- -- -- - ----------------------------------------------------------------------------------------------------- MSCI EAFE Index(3) -28.28% 0.15% 2.21% 2.21% 2.31% 2.21% -- - ----------------------------------------------------------------------------------------------------- (36 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 INTERNATIONAL VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN INTERNATIONAL INTERNATIONAL INTERNATIONAL FUND, FUND, FUND, MSCI EAFE CLASS A NAV CLASS A POP CLASS Y INDEX(3) -------------------------------------------------------------- CLASS A 4/1994 10,000 9,452 10,000 11/1994 9,778 9,242 9,998 11/1995 10,641 10,058 10,788 11/1996 11,920 11,266 12,092 11/1997 12,220 11,550 12,076 11/1998 14,097 13,324 14,103 11/1999 19,260 18,204 17,127 11/2000 18,562 17,545 16,107 11/2001 13,365 12,632 11,830 CLASS Y 4/1994 10,000 10,000 11/1994 9,924 9,943 11/1995 10,807 10,729 11/1996 12,147 12,025 11/1997 12,497 12,010 11/1998 14,458 14,025 11/1999 19,817 17,032 11/2000 19,167 16,017 11/2001 13,813 11,764 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. International investing involves risks not typically associated with domestic investing, including risks of adverse currency fluctuations, potential political and economic instability, different accounting standards, foreign government regulations, currency exchange rates, limited liquidity, and volatile prices. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. On July 1, 2001, Clay Finlay Inc. was hired as subadvisor to manage the Fund's assets. On September 24, 2001, the First American International Fund merged with Firstar International Growth Fund and Firstar International Value Fund, both subadvised by Clay Finlay Inc. Performance history prior to September 24, 2001, represents that of the Firstar International Growth Fund. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index including approximately 1,100 companies representing stock markets of 20 European countries, Australia, New Zealand, Japan, Hong Kong, and Singapore. (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class C represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 37) HEALTH SCIENCES INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL In a difficult investment environment, stocks in the health care sector weathered the year better than the market as a whole. The First American Health Sciences Fund declined 17.15% for the fiscal year ended September 30, 2001 (Class A shares declined 17.35% on net asset value). For the same period, the fund's benchmark, the S&P Health Care Composite Index, declined 3.39%. The closing months of 2000 saw health care stocks perform extremely well, actually enjoying a positive return in comparison to the stock market as a whole, which ended the year with a downturn. In 2001, while the stock market in general continued to slide, health care stocks did the same, but not as severely. The change started when the Federal Reserve first cut short-term interest rates in early January. Investors turned away from health care stocks in this environment, a trend that continued through March. After that, health care issues began to work their way back into favor, and were one of the few sectors of the market to perform well after the attacks on September 11, as investors looked for defensive stocks that could weather a shaky environment. The current management team began running the portfolio on July 1, 2001. A number of changes were made to the fund beginning at that time. With large pharmaceutical stocks having lost significant ground for much of the year, a number of those stocks were added to the portfolio. An effort was also made to reduce holdings in medical device and genomic-based companies, and a greater emphasis was put on biotechnology and specialty pharmaceutical companies. The fund offers solid potential for the long term, as the health care area looks to offer promising growth prospects for years to come. The increasing demands of an aging population and a regular stream of important medical breakthroughs should create opportunities for investors. In the near term, the aura of uncertainty hanging over the market could benefit a number of the fund's more defensive holdings, which look attractive to many investors in this environment. At the same time, biotechnology companies and health care services stocks seem to be well positioned for growth in an improved market. Although short-term trends can be unpredictable, the portfolio will continue to focus on high-quality companies with solid fundamentals. - ------------------------------------------------------------------------------------------ ANNUALIZED PERFORMANCE(1) - ------------------------------------------------------------------------------------------ AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) ---------------------------------- 1 YEAR 5 YEARS 1/31/1996 2/1/2000 9/24/2001 - ------------------------------------------------------------------------------------------ Class A NAV -17.35% 5.58% 4.66% -- -- - ------------------------------------------------------------------------------------------ Class A POP -21.91% 4.40% 3.62% -- -- - ------------------------------------------------------------------------------------------ Class B NAV -17.99% 4.82% 3.89% -- -- - ------------------------------------------------------------------------------------------ Class B POP -21.64% 4.50% 3.76% -- -- - ------------------------------------------------------------------------------------------ Class C NAV -17.92% -- -- 6.92% -- - ------------------------------------------------------------------------------------------ Class C POP -19.44% -- -- 6.27% -- - ------------------------------------------------------------------------------------------ Class S -- -- -- -- 8.61% - ------------------------------------------------------------------------------------------ Class Y -17.15% 5.84% 4.91% -- -- - ------------------------------------------------------------------------------------------ S&P Health Care Composite Index(3) -3.39% 18.72% 16.66% 14.31% -- - ------------------------------------------------------------------------------------------ (38 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 HEALTH SCIENCES VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN S&P HEALTH HEALTH HEALTH HEALTH CARE SCIENCES FUND, SCIENCES FUND, SCIENCES FUND, COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) ------------------------------------------------------------------ CLASS A 1/1996 10,000 9,452 10,000 9/1996 9,868 9,327 10,776 9/1997 12,197 11,528 14,753 9/1998 9,119 8,619 20,385 9/1999 9,673 9,142 20,947 9/2000 15,659 14,801 26,291 9/2001 12,943 12,234 25,397 CLASS Y 1/1996 10,000 10,000 9/1996 9,880 10,776 9/1997 12,241 14,753 9/1998 9,168 20,385 9/1999 9,772 20,947 9/2000 15,840 26,291 9/2001 13,124 25,397 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Sector funds such as the First American Health Sciences Fund are more vulnerable to price fluctuation as a result of events that may affect the industry in which they focus than are funds that invest in multiple industries. Share prices of sector funds also will fluctuate with changing market conditions, as will share prices of other stock funds. Sector funds should not be treated as a core investment; rather, their role is to round out the growth portion of a well-diversified investment portfolio. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. The Health Sciences Fund's 1999 and 2000 returns were higher due in 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 had in 1999 and 2000. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index comprised of health care stocks in the S&P 500 Composite Index (an unmanaged index of large-capitalization stocks). (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 39) REAL ESTATE SECURITIES INVESTMENT OBJECTIVE: ABOVE AVERAGE CURRENT INCOME AND LONG-TERM CAPITAL APPRECIATION The real estate portion of the equities market was one of the few to offer positive returns in a difficult environment. The First American Real Estate Securities Fund took advantage of that trend by recording a gain of 9.01% for the fiscal year ended September 30, 2001 (Class A shares rose 8.69% on net asset value). Over the same timeframe, the fund's benchmark, the Morgan Stanley REIT Index, gained 11.62%. In the last few months of 2000, Real Estate Investment Trusts (REITs), the core of the portfolio, performed rather well, helping the fund jump to a solid start for the year. Strong real estate markets that had been tied to the technology boom on the East and West coasts began to soften as technology firms lost some of their luster. That began to change the environment for REITs. The fund emphasized larger, high-quality REIT issues going into the new year, which appeared to be best suited to perform well in a slowing economy. Unfortunately, the market seemed to reward smaller issues that paid higher yields, where investors temporarily directed their focus. But in the summer of 2001, as the economy continued to soften, investors once again preferred to put their emphasis on higher-quality REIT securities, and once again, the fund was able to benefit from the trend. During the year, the fund reduced its exposure or maintained limited positions in areas of the real estate market that could be weakened by the struggling economy. That included office and industrial REITs, as well as those associated with shopping malls and hotels. The portfolio took a more defensive stance by using REITS tied to businesses that are not as economically sensitive, such as self-storage facilities and manufactured housing. Assets were also spread across a broad geographic range of the United States, putting less emphasis on coastal real estate opportunities. By the end of the fiscal year, cash levels were a bit higher than normal. Although there are many questions about the near-term direction of the REIT market, particularly in light of the events on September 11, there are reasons for optimism. One is that six REIT issues have been added to the Standard & Poor's 500 Composite Index, which should build interest in the sector among a broader range of investors. In today's uncertain environment, the fund will focus on firms with proven management teams and strong balance sheets among a broad range of sectors in the real estate market. - ----------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ----------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) ---------------------------------------------- 1 YEAR 5 YEARS 6/30/1995 9/29/1995 2/1/2000 9/24/2001 - ----------------------------------------------------------------------------------------------- Class A NAV 8.69% 9.19% -- 10.63% -- -- - ----------------------------------------------------------------------------------------------- Class A POP 2.71% 7.96% -- 9.60% -- -- - ----------------------------------------------------------------------------------------------- Class B NAV 7.93% 8.39% -- 9.78% -- -- - ----------------------------------------------------------------------------------------------- Class B POP 2.93% 8.10% -- 9.78% -- -- - ----------------------------------------------------------------------------------------------- Class C NAV 7.93% -- -- -- 20.05% -- - ----------------------------------------------------------------------------------------------- Class C POP 5.85% -- -- -- 19.31% -- - ----------------------------------------------------------------------------------------------- Class S -- -- -- -- -- 4.87% - ----------------------------------------------------------------------------------------------- Class Y 9.01% 9.47% 11.36% -- -- -- - ----------------------------------------------------------------------------------------------- Morgan Stanley REIT Index(3) 11.62% 9.03% 10.75% 10.48% 22.30% -- - ----------------------------------------------------------------------------------------------- (40 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 REAL ESTATE SECURITIES VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN REAL ESTATE REAL ESTATE REAL ESTATE MORGAN SECURITIES FUND, SECURITIES FUND, SECURITIES FUND, STANLEY CLASS A NAV CLASS A POP CLASS Y REIT INDEX(3) ---------------------------------------------------------------------- CLASS A 9/1995 10,000 9,452 10,000 9/1996 11,817 11,171 11,827 9/1997 16,163 15,279 16,661 9/1998 14,155 13,381 14,285 9/1999 13,321 12,592 13,445 9/2000 16,875 15,952 16,302 9/2001 18,341 17,338 18,197 CLASS Y 6/1995 10,000 10,000 9/1995 10,519 10,411 9/1996 12,468 12,313 9/1997 17,091 17,346 9/1998 15,009 14,872 9/1999 14,163 13,998 9/2000 17,980 16,972 9/2001 19,601 18,945 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Sector funds such as the First American Real Estate Securities Fund are more vulnerable to price fluctuation as a result of events that may affect the industry in which they focus than are funds that invest in multiple industries. Share prices of sector funds also will fluctuate with changing market conditions, as will share prices of other stock funds. Sector funds should not be treated as a core investment; rather, their role is to round out the growth portion of a well-diversified investment portfolio. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of the most actively traded real estate investment trusts. (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 41) TECHNOLOGY INVESTMENT OBJECTIVE: LONG-TERM GROWTH OF CAPITAL In what was the worst market for technology stocks in three decades, the First American Technology Fund declined by 83.26% for the fiscal year ended September 30, 2001 (Class A shares declined 83.30% on net asset value). Over the same timeframe, the fund's benchmark, the S&P Technology Composite Index, declined 61.63%. The bear market in technology stocks cut across nearly all business sectors within that market. Buyers, particularly in the business sector, pulled back their spending from the record levels seen prior to the onset of the Year 2000 computer issue. This led to a substantial contraction in valuations of technology stocks. While volatility is common in the technology sector, nothing this dramatic had been experienced since the mid-1970s, when the United States faced a severe recession. Among the hardest hit areas were stocks in the previously flourishing telecommunications sector. Suddenly, the market faced a glut of capacity, and spending in that business declined significantly. Internet companies also faced the reality of invisible profits, and their stocks were buried in the avalanche of investor selling. The fund's emphasis on owning young, innovative companies with exciting products proved to be particularly taxing to the fund's return, as the market punished many of these more speculative securities. While these stocks can suffer through difficult times like the past year, history indicates that they can respond more quickly once the market recovers. The fund also focused on firms and industries where earnings tended to hold up better despite the difficult economic environment. Those included software firms and selected communications services companies. But, in both cases, the market did not relent, and even a number of quality companies suffered significant damage. Capping the already difficult year were the tragic events on September 11. In the aftermath, another major stock sell-off occurred, hitting technology stocks particularly hard. It appears that the market may have found its low point in the closing days of September. The new fiscal year for the fund begins with an environment of great uncertainty about the short term. What's needed is a return of confidence for consumers and corporations. One risk that has been eliminated is the concern that technology stocks were too highly valued. That doesn't seem to be an issue after the past year. Over time, the fund's focus on innovative companies should again prove to be productive for shareholders, but a long-term perspective is recommended. - --------------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - --------------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(4) --------------------------------------------- 1 YEAR 5 YEARS 4/4/1994 8/15/1994 2/1/2000 9/24/2001 - --------------------------------------------------------------------------------------------------- Class A NAV -83.30% -7.57% 5.45% -- -- -- - --------------------------------------------------------------------------------------------------- Class A POP -84.22% -8.61% 4.66% -- -- -- - --------------------------------------------------------------------------------------------------- Class B NAV -83.42% -8.22% -- 5.15% -- -- - --------------------------------------------------------------------------------------------------- Class B POP -84.07% -8.40% -- 5.15% -- -- - --------------------------------------------------------------------------------------------------- Class C NAV -83.43% -- -- -- -67.22% -- - --------------------------------------------------------------------------------------------------- Class C POP -83.73% -- -- -- -67.42% -- - --------------------------------------------------------------------------------------------------- Class S -- -- -- -- -- -8.49% - --------------------------------------------------------------------------------------------------- Class Y -83.26% -7.30% 5.68% -- -- -- - --------------------------------------------------------------------------------------------------- S&P Technology Composite Index(3) -61.63% 8.12% 15.82% 15.09% -50.70% -- - --------------------------------------------------------------------------------------------------- (42 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 TECHNOLOGY VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN S&P TECHNOLOGY TECHNOLOGY TECHNOLOGY TECHNOLOGY FUND, FUND, FUND, COMPOSITE CLASS A NAV CLASS A POP CLASS Y INDEX(3) ----------------------------------------------------------------- CLASS A 4/1994 10,000 9,452 10,000 9/1994 11,190 10,577 10,708 9/1995 18,600 17,580 16,739 9/1996 22,060 20,851 20,428 9/1997 25,966 24,542 33,177 9/1998 21,632 20,446 37,563 9/1999 49,474 46,762 65,645 9/2000 89,108 84,223 78,433 9/2001 14,879 14,063 30,165 CLASS Y 4/1994 10,000 10,000 9/1994 11,190 10,708 9/1995 18,600 16,739 9/1996 22,106 20,428 9/1997 26,074 33,177 9/1998 21,794 37,563 9/1999 50,022 65,645 9/2000 90,393 78,433 9/2001 15,131 30,165 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Index is for illustrative purposes only and is not available for investment. Sector funds such as the First American Technology Fund are more vulnerable to price fluctuation as a result of events that may affect the industry in which they focus than are funds that invest in multiple industries. Share prices of sector funds also will fluctuate with changing market conditions, as will share prices of other stock funds. Sector funds should not be treated as a core investment; rather, their role is to round out the growth portion of a well diversified investment portfolio. Total returns at net asset value ("NAV") reflect performance over the time period indicated without including the fund's maximum sales charge and assumes reinvestment of all distributions at net asset value. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. The Technology Fund's 1999 and 2000 returns were higher due in part to its strategy of investing in IPOs and technology-related stocks 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 and technology stocks will have the same effect on performance as it had in 1999 and 2000. Investments in the First American Technology Fund are more vulnerable to price fluctuation as a result of the narrow focus of technology investing and the fact that the products of companies in which the fund invests may be subject to rapid obsolescence. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index of technology stocks in the S&P 500 Composite Index (an unmanaged index of large-capitalization stocks). (4) The performance since inception for the index is calculated from the month end following the inception of the class. Performance for Class S represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 43) SCIENCE & TECHNOLOGY INVESTMENT OBJECTIVE: LONG-TERM AFTER-TAX GROWTH OF CAPITAL In one of the worst bear markets any sector has faced in recent history, the First American Science & Technology Fund sustained a decline of 78.74% for the 12-month period ended September 30, 2001 (Class A shares were down 78.80% on net asset value). Over the same time frame, the fund's benchmark, the S&P Technology Composite Index, declined 61.63%. After experiencing significant growth in the latter part of the 1990s, technology-oriented stocks began to lose their appeal to investors by March of 2000. As the fiscal year began in October 2000, the virtual free-fall among stocks in this sector was fully underway. The main culprit was a sudden turnaround in technology spending by most companies. A number of firms had invested significant sums upgrading their technology needs in advance of the Year 2000 conversion. But the purse strings were tightened after that period, a pattern that continued into 2001. This left a number of technology firms holding huge inventories of product. Profits dried up dramatically, and investors shied away from the sector. Anticipating continued difficulties in this market, the fund focused a significant portion of its assets on some of the largest companies in the technology market. A number of stocks, such as Cisco Systems, a darling during the heyday of technology investing, was hit as hard or harder than many companies with a less-impressive track record. The fund also put more emphasis on technology stocks in the health care sector. While that helped to reduce some of the portfolio's volatility, it was not able to stem the tide of losses suffered in the rest of the technology marketplace. The fund's semiconductor holdings provided relatively better performance, but again, there was little place to hide during this difficult period. The tragic attacks on September 11 increased the magnitude of the downturn. The silver lining to the significant market decline is that stocks appear to have significant upside potential from this point. A number of technology stocks were trading at very attractive levels by the end of the fiscal year, and that should create positive opportunities in the months ahead. Demand seems to be picking up in selected industries like wireless telecommunications, and as the economy begins to improve, spending on other areas of technology should increase as well, improving earnings and making these stocks attractive once again. - ---------------------------------------------------------------------------------------------- ANNUALIZED PERFORMANCE(1) - ---------------------------------------------------------------------------------------------- AS OF SEPTEMBER 30, 2001 SINCE INCEPTION(5) ------------------------------------------------ 1 YEAR 8/9/1999 3/31/2000 12/11/2000 9/24/2001 - ---------------------------------------------------------------------------------------------- Class A NAV -78.80% -- -64.15% -- -- - ---------------------------------------------------------------------------------------------- Class A POP -79.97% -- -65.48% -- -- - ---------------------------------------------------------------------------------------------- Class B NAV -78.91% -29.98% -- -- -- - ---------------------------------------------------------------------------------------------- Class B POP -79.97% -30.97% -- -- -- - ---------------------------------------------------------------------------------------------- Class C NAV -- -- -- -- -7.11 - ---------------------------------------------------------------------------------------------- Class C POP -- -- -- -- -8.94 - ---------------------------------------------------------------------------------------------- Class S -- -- -- -73.43 -- - ---------------------------------------------------------------------------------------------- Class Y -78.74% -29.42% -- -- -- - ---------------------------------------------------------------------------------------------- S&P Technology Composite Index(3) -61.63% -31.46% -55.16% -53.08% -- - ---------------------------------------------------------------------------------------------- Nasdaq 100 Index(4) -67.28% -29.12% -58.57% -50.11% -- - ---------------------------------------------------------------------------------------------- (44 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SCIENCE & TECHNOLOGY VALUE OF A $10,000 INVESTMENT(1),(2) AS OF SEPTEMBER 30, 2001 [PLOT POINTS CHART] FIRST AMERICAN FIRST AMERICAN FIRST AMERICAN S&P SCIENCE & SCIENCE & SCIENCE & TECHNOLOGY TECHNOLOGY FUND, TECHNOLOGY FUND, TECHNOLOGY FUND, COMPOSITE NASDAQ 100 CLASS A NAV CLASS A POP CLASS Y INDEX(3) INDEX(4) ------------------------------------------------------------------------------ CLASS A 3/2000 10,000 9,452 10,000 10,000 10/2000 8,860 8,371 7,428 7,463 9/2001 2,143 2,025 3,022 2,657 CLASS Y 8/1999 10,000 10,000 10,000 11/1999 14,560 11,200 12,378 10/2000 19,540 11,250 13,694 9/2001 4,740 4,578 4,875 (1) Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance reflects voluntary fee waivers in effect. In the absence of such fee waivers, total returns would be reduced. Indexes are for illustrative purposes only and are not available for investment. Sector funds such as the First American Science & Technology Fund are more vulnerable to price fluctuation as a result of events that may affect the industry in which they focus than are funds that invest in multiple industries. Share prices of sector funds also will fluctuate with changing market conditions, as will share prices of other stock funds. Sector funds should not be treated as a core investment; rather, their role is to round out the growth portion of a well-diversified investment portfolio. On September 24, 2001, the Science & Technology Fund became the successor by merger to the Firstar Science & Technology Fund, a series of Firstar Funds, Inc. Prior to the merger, the First American Fund had no assets or liabilities. Performance presented prior to September 24, 2001, represents that of the Firstar Science & Technology Fund. The Firstar Science & Technology Fund was organized on December 11, 2000, and, prior to that, was a separate series of Firstar Stellar Funds, Inc. On September 24, 2001, the fund changed its investment objective to manage its portfolio of securities on a tax-efficient basis. Performance prior to this date does not reflect this management strategy. The Science & Technology Fund's 1999 and 2000 returns were higher due in 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 had in 1999 and 2000. Total returns at public offering price ("POP") reflect performance over the time period indicated including maximum sales charges of 5.50% for Class A, 1% for Class C, and the maximum CDSC for Class B and Class C shares for the relevant period. Total returns assume reinvestment of all distributions at net asset value. (2) Performance for Class B, Class C, and Class S shares is not presented. Performance for Class B and Class C is lower due to higher expenses. Performance for Class S is substantially similar to Class A due to similar expenses. (3) An unmanaged index comprised of technology stocks in the S&P 500 Composite Index, which is an unmanaged index of large-capitalization stocks. Previously, the fund used the Nasdaq 100 index as a benchmark. Going forward, the fund will use the S&P Technology Composite Index as a benchmark because its composition better matches the fund's investment objective and strategies. (4) A market-capitalization weighted index that includes 100 of the largest financial companies, domestic and foreign, in the Nasdaq National Market. (5) The performance since inception for the indexes is calculated from the month end following the inception of the class. Performance for Class C represents cumulative total return as the class has been in operation less than one year. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 45) (This page has been left blank intentionally.) REPORT OF INDEPENDENT AUDITORS To the Shareholders and Board of Directors First American Investment Funds, Inc. We have audited the accompanying statements of net assets of the Large Cap Growth, Large Cap Value, Large Cap Core, Growth & Income, Relative Value, Capital Growth, Equity Income, Balanced, Mid Cap Growth, Mid Cap Value, Mid Cap Core, Micro Cap, Small Cap Growth, Small Cap Value, Small Cap Core, Emerging Markets, International, Health Sciences, Real Estate Securities, Technology and Science & Technology Funds (certain funds constituting First American Investment Funds, Inc.) (the "Funds") as of September 30, 2001, and the related statements of operations and the statements of changes in net assets and financial highlights for each of the periods indicated herein, except as noted below. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Large Cap Growth, Large Cap Value, Equity Income, Balanced, Mid Cap Growth, Mid Cap Value, Small Cap Growth, Small Cap Value, Emerging Markets, International, Health Sciences, Real Estate Securities and Technology Funds for the periods presented through September 30, 1998, were audited by other auditors whose reports dated November 13, 1998, and September 12, 1997, expressed unqualified opinions on those financial highlights. The statements of operations and changes in net assets and financial highlights of the Large Cap Core, Growth & Income, Relative Value, Capital Growth, Mid Cap Core, Micro Cap, Small Cap Core and Science & Technology Funds for the periods presented through October 31, 2000, were audited by other auditors whose reports dated December 29, 2000, January 21, 2000 and January 7, 2000, expressed unqualified opinions on those financial statements and financial highlights. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2001, by correspondence with the custodian and brokers. As to certain securities relating to uncompleted transactions, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights audited by us as referred to above present fairly, in all material respects, the financial position of each of the respective funds constituting First American Investment Funds, Inc. at September 30, 2001, and the results of their operations, the changes in their net assets and their financial highlights for each of the periods indicated herein, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Minneapolis, Minnesota November 16, 2001 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 47) STATEMENTS OF NET ASSETS SEPTEMBER 30, 2001 LARGE CAP GROWTH FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 97.7% CONSUMER DISCRETIONARY - 14.8% AOL Time Warner* 708,990 $ 23,468 Best Buy* 124,290 5,649 Clear Channel Communications* 81,290 3,231 Cox Communications, Cl A* 342,750 14,310 Home Depot 288,977 11,088 Kohl's* 209,735 10,067 Omnicom Group 136,500 8,859 Target 123,670 3,926 Wal-Mart Stores 502,250 24,861 -------- 105,459 -------- CONSUMER STAPLES - 7.0% Anheuser-Busch 92,550 3,876 H J Heinz* 121,840 5,136 Kimberly-Clark 56,880 3,523 Kraft Foods* 216,600 7,445 Kroger* 294,100 7,247 PepsiCo 254,950 12,365 Walgreen 303,330 10,444 -------- 50,036 -------- ENERGY - 1.7% Exxon Mobil 184,980 7,288 USX - Marathon 182,430 4,869 -------- 12,157 -------- FINANCIALS - 7.7% American International Group 306,830 23,933 Capital One Financial 97,350 4,481 Charles Schwab 362,730 4,171 Citigroup 266,726 10,802 Federal Home Loan Mortgage 63,080 4,100 Morgan Stanley Dean Witter 67,810 3,143 Wells Fargo 83,810 3,725 -------- 54,355 -------- HEALTH CARE - 28.1% Amgen* 145,350 8,542 Bristol-Myers Squibb 439,640 24,426 Cardinal Health 110,680 8,185 Genentech* 323,720 14,244 Johnson & Johnson 124,790 6,913 Eli Lilly 376,210 30,360 Medtronic 426,680 18,561 Merck 463,010 30,836 Pfizer 939,370 37,669 Pharmacia 268,830 10,904 Watson Pharmaceuticals* 143,480 7,850 Zimmer Holdings 43,964 1,220 -------- 199,710 -------- INDUSTRIALS - 9.0% Automatic Data Processing 151,110 7,108 Ecolab 306,975 11,152 General Electric 833,850 31,019 Minnesota Mining & Manufacturing 75,130 7,393 Tyco International 163,210 7,426 -------- 64,098 -------- LARGE CAP GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- INFORMATION TECHNOLOGY - 24.4% Analog Devices* 91,140 $2,980 Applied Materials* 38,200 1,086 Applied Micro Circuits* 140,700 983 BEA Systems* 309,820 2,971 Broadcom* 47,710 969 Brocade Communications Systems* 122,010 1,712 Check Point Software Technologies* 66,560 1,442 Ciena* 110,170 1,134 Cisco Systems* 1,637,088 19,940 Dell Computer* 335,150 6,210 EMC* 278,960 3,278 IBM 116,310 10,735 Intel 923,100 18,868 Juniper Networks* 133,790 1,298 KLA-Tencor* 32,480 1,026 Micron Technology* 224,290 4,223 Microsoft* 618,720 31,660 Nokia, ADR Cl A 406,910 6,368 Nortel Networks 583,710 3,275 Novellus Systems* 42,520 1,214 NVIDIA* 47,900 1,316 Oracle Systems* 790,440 9,944 QUALCOMM* 213,410 10,146 Siebel Systems* 214,290 2,815 Sun Microsystems* 491,320 4,063 Texas Instruments 447,070 11,168 VeriSign* 152,470 6,388 VERITAS Software* 120,260 2,218 Vitesse Semiconductor* 166,140 1,288 Xilinx* 101,560 2,390 -------- 173,108 -------- TELECOMMUNICATION SERVICES - 2.9% Verizon Communications 76,170 4,121 Nextel Communications, Cl A* 313,150 2,706 Qwest Communications International 262,310 4,381 Sprint (PCS Group)* 343,950 9,042 -------- 20,250 -------- UTILITIES - 2.1% Enron 263,960 7,188 Mirant 339,640 7,438 -------- 14,626 -------- TOTAL COMMON STOCKS 693,799 -------- RELATED PARTY MONEY MARKET FUND - 3.1% First American Prime Obligations Fund (A) 22,317,901 22,318 -------- TOTAL RELATED PARTY MONEY MARKET FUND 22,318 -------- TOTAL INVESTMENTS - 100.8% (Cost $863,762) 716,117 -------- OTHER ASSETS AND LIABILITIES, NET - (0.8%) (B) (5,358) -------- The accompanying notes are an integral part of the financial statements. (48 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 LARGE CAP GROWTH FUND (CONCLUDED) DESCRIPTION VALUE (000) - ---------------------------------------------------------------------------- NET ASSETS: Portfolio capital $906,839 Accumulated net realized loss on investments (48,435) Net unrealized depreciation of investments (147,645) -------- TOTAL NET ASSETS - 100.0% $710,759 -------- CLASS A: Net asset value and redemption price per share (net assets of $85,443,548 and 9,155,837 shares of capital stock issued and outstanding) (F) $ 9.33 Maximum sales charge of 5.50% 0.54 -------- Offering price per share (C) $ 9.87 -------- CLASS B: Net asset value and offering price per share (net assets of $17,975,597 and 2,005,850 shares of capital stock issued and outstanding) (D)(F) $ 8.96 -------- CLASS C: Net asset value per share (net assets of $13,177,028 and 1,441,909 shares of capital stock issued and outstanding) (D)(F) $ 9.14 Maximum sales charge of 1.00% 0.09 -------- Offering price per share (E) $ 9.23 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $9 and 1 share of capital stock issued and outstanding) (F) $ 9.33 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $594,162,913 and 62,913,602 shares of capital stock issued and outstanding) (F) $ 9.44 -------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 178,486 Payable upon return of securities loaned $(178,486) (C)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (E)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares. ADR - American Depositary Receipt CI - Class LARGE CAP VALUE FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 96.4% CONSUMER DISCRETIONARY - 10.1% AOL Time Warner* 387,100 $ 12,813 Federated Department Stores* 273,000 7,699 Ford Motor 469,791 8,151 Gannett 116,400 6,997 Gap 317,400 3,793 General Motors 203,900 8,747 Liberty Media, Cl A 578,100 7,342 Lowe's* 275,200 8,710 McDonald's 529,800 14,379 McGraw Hill 231,400 13,467 Target 261,100 8,290 Walt Disney 632,800 11,783 --------- 112,171 --------- CONSUMER STAPLES - 6.7% Albertson's 341,500 10,887 Coca-Cola 275,000 12,884 ConAgra Foods 397,900 8,933 Kimberly-Clark 307,600 19,071 Kraft Foods* 308,900 10,617 Procter & Gamble 165,200 12,025 --------- 74,417 --------- ENERGY - 9.6% Anadarko Petroleum 106,800 5,135 Exxon Mobil 970,400 38,234 Halliburton 430,400 9,705 Phillips Petroleum 239,900 12,940 Royal Dutch Petroleum, ADR 440,300 22,125 Schlumberger 262,500 11,996 Transocean Sedco Forex* 248,300 6,555 --------- 106,690 --------- FINANCIALS - 25.9% Allstate 482,800 18,033 American Express 407,800 11,851 American International Group 451,800 35,240 Bank One 350,600 11,033 Bank of America 375,300 21,917 Charles Schwab 387,400 4,455 Citigroup 917,302 37,151 Equity Office Properties 400,100 12,803 Fannie Mae 248,200 19,871 Fleet Boston Financial 642,301 23,605 Hartford Financial Services Group 178,500 10,485 JP Morgan Chase & Company 547,100 18,683 Mellon Financial 310,500 10,038 Morgan Stanley Dean Witter 312,300 14,475 Wachovia 315,600 9,784 Washington Mutual 335,000 12,891 Wells Fargo 362,500 16,113 --------- 288,428 --------- HEALTH CARE - 4.9% Bristol-Myers Squibb 488,700 27,152 Guidant* 210,100 8,089 Merck 93,700 6,240 Pharmacia 329,291 13,356 --------- 54,837 --------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 49) STATEMENTS OF NET ASSETS September 30, 2001 LARGE CAP VALUE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- INDUSTRIALS - 9.5% Caterpillar 124,200 $ 5,564 Delta Airlines 224,800 5,923 Emerson Electric 96,600 4,546 First Data 141,500 8,244 General Dynamics 164,900 14,564 Masco 402,800 8,233 Minnesota Mining & Manufacturing 203,900 20,064 Tyco International 285,800 13,004 Union Pacific 258,900 12,142 United Technologies 286,500 13,322 ---------- 105,606 ---------- INFORMATION TECHNOLOGY - 9.4% Accenture 432,200 5,511 ADC Telecommunications* 898,200 3,135 Advanced Micro Devices* 509,300 4,151 Cisco Systems* 632,200 7,700 Compaq Computers 437,500 3,636 Computer Associates International 271,200 6,981 Dell Computer* 443,000 8,209 Electronic Data Systems 201,700 11,614 Hewlett-Packard 513,700 8,271 Intel 312,900 6,396 IBM 110,056 10,158 Micron Technology* 152,700 2,875 Microsoft* 216,700 11,089 Motorola 670,500 10,460 Nortel Networks 732,400 4,109 ---------- 104,295 ---------- MATERIALS - 5.8% Alcoa 738,200 22,892 Dow Chemical 637,000 20,868 International Paper 383,800 13,356 Praxair 170,000 7,140 ---------- 64,256 ---------- TELECOMMUNICATION SERVICES - 9.1% AT&T 611,100 11,794 Bell South 467,000 19,404 SBC Communications 570,026 26,860 Verizon Communications 398,212 21,547 WorldCom* 1,468,100 22,080 ---------- 101,685 ---------- UTILITIES - 5.4% Duke Power 412,000 15,594 El Paso 180,200 7,487 FPL Group 155,500 8,327 Public Service Enterprises 190,100 8,089 TXU 232,600 10,774 Xcel Energy 331,600 9,335 ---------- 59,606 ---------- TOTAL COMMON STOCKS 1,071,991 ---------- LARGE CAP VALUE FUND (CONCLUDED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- RELATED PARTY MONEY MARKET FUND - 4.2% First American Prime Obligations Fund (A) 46,742,466 $ 46,742 ---------- TOTAL RELATED PARTY MONEY MARKET FUND 46,742 ---------- TOTAL INVESTMENTS - 100.6% (Cost $1,206,095) 1,118,733 ---------- OTHER ASSETS AND LIABILITIES, NET - (0.6%) (B) (6,230) ---------- NET ASSETS: Portfolio capital $1,227,245 Undistributed net investment income 350 Accumulated net realized loss on investments (27,730) Net unrealized depreciation of investments (87,362) ---------- TOTAL NET ASSETS - 100.0% $1,112,503 ---------- CLASS A: Net asset value and redemption price per share (net assets of $94,064,434 and 5,887,747 shares of capital stock issued and outstanding) (F) $ 15.98 Maximum sales charge of 5.50% 0.93 ---------- Offering price per share (C) $ 16.91 ---------- CLASS B: Net asset value and offering price per share (net assets of $38,107,807 and 2,425,497 shares of capital stock issued and outstanding) (D)(F) $ 15.71 ---------- CLASS C: Net asset value per share (net assets of $10,140,728 and 637,960 shares of capital stock issued and outstanding) (D)(F) $ 15.90 Maximum sales charge of 1.00% 0.16 ---------- Offering price per share (E) $ 16.06 ---------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $16 and 1 share of capital stock issued and outstanding) (F) $ 15.97 ---------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $970,189,970 and 60,564,491 shares of capital stock issued and outstanding) (F) $ 16.02 ---------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 310,972 Payable upon return of securities loaned $(310,972) (C)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (E) The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt CI - Class The accompanying notes are an integral part of the financial statements. (50 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 LARGE CAP CORE FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 91.6% CONSUMER DISCRETIONARY - 10.9% AOL Time Warner* 71,700 $ 2,373 Best Buy* 33,100 1,504 Carnival 99,900 2,200 Charter Communications* 213,000 2,637 Clear Channel Communications* 37,700 1,499 Dollar General 90,700 1,068 Harley-Davidson 73,100 2,961 Home Depot 114,900 4,409 Interpublic Group 63,900 1,304 Kohl's* 62,000 2,976 MGM Grand* 34,300 771 Omnicom Group 38,700 2,512 Toys "R" Us* 69,400 1,196 USA Networks* 86,100 1,548 Viacom, Cl B 75,687 2,611 Wal-Mart Stores 123,400 6,108 Walt Disney 64,500 1,201 --------- 38,878 --------- CONSUMER STAPLES - 7.7% Anheuser-Busch 77,700 3,254 Coca-Cola* 51,000 2,389 Kraft Foods* 50,000 1,718 PepsiCo 122,600 5,946 Philip Morris 66,500 3,211 Safeway* 140,100 5,565 Sysco 75,700 1,933 Walgreen 94,700 3,261 --------- 27,277 --------- ENERGY - 6.6% Apache 38,300 1,647 Baker Hughes 47,000 1,361 Burlington Resources 48,900 1,673 Ensco International 61,600 901 EOG Resources 61,400 1,776 Exxon Mobil 74,000 2,916 Phillips Petroleum 96,700 5,216 Schlumberger 68,200 3,117 Texaco 69,500 4,518 Transocean Sedco Forex 20,800 549 --------- 23,674 --------- FINANCIALS - 18.4% AFLAC 169,600 4,579 Ambac Financial Group 34,400 1,882 American Express 52,000 1,511 American International 124,945 9,746 BB&T 48,100 1,753 Charles Schwab 78,800 906 Chubb 55,300 3,949 Citigroup 143,549 5,814 Fannie Mae 57,800 4,627 Federal Home Loan Mortgage 104,000 6,760 Fifth Third Bancorp 93,450 5,745 Hartford Financial Services 51,900 3,049 JP Morgan Chase & Company 26,900 919 MBNA 190,875 5,782 MGIC Investment 50,900 3,326 Morgan Stanley Dean Witter 25,200 1,168 State Street 40,500 1,843 Wells Fargo 50,800 2,258 --------- 65,617 --------- LARGE CAP CORE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- HEALTH CARE - 19.7% Amgen* 57,300 $ 3,367 Andrx Group* 13,300 863 Baxter International 93,600 5,153 Boston Scientific* 61,800 1,267 Bristol-Myers Squibb 130,400 7,245 Cardinal Health 74,475 5,507 Eli Lilly 80,600 6,504 Forest Laboratories, Cl A* 12,600 909 Genentech* 41,300 1,817 IDEC Pharmaceuticals* 35,100 1,740 IVAX* 38,100 845 Johnson & Johnson 42,100 2,332 Medtronic 68,800 2,993 Merck 121,200 8,072 Pfizer 244,575 9,807 Pharmacia 103,000 4,178 Serono, ADR 103,600 1,966 Tenet Healthcare* 61,100 3,645 Watson Pharmaceuticals* 26,700 1,461 Zimmer Holdings* 13,040 362 -------- 70,033 -------- INDUSTRIALS - 8.6% Boeing 44,200 1,481 First Data 93,800 5,465 General Dynamics 30,900 2,729 General Electric 169,000 6,287 Illinois Tool Works 27,500 1,488 Molex, Cl A 85,537 2,079 Sabre Group Holdings* 24,000 642 Southwest Airlines 133,150 1,976 Tyco International 183,700 8,358 -------- 30,505 -------- INFORMATION TECHNOLOGY - 11.4% Adobe Systems 38,300 918 Analog Devices* 67,100 2,194 Applied Materials* 29,000 825 BEA Systems* 58,500 561 Check Point Software Technology* 48,650 1,071 Cisco Systems* 111,000 1,352 Compaq Computers 221,600 1,841 Computer Sciences* 50,700 1,682 Comverse Technology* 20,100 412 Corning 65,200 575 EMC* 25,400 298 Ericsson Telephone, ADR 266,000 928 Flextronics* 44,400 734 Intel 122,300 2,500 JDS Uniphase* 51,520 326 Juniper Networks* 28,300 275 KLA-Tencor* 43,400 1,371 Linear Technology 22,600 741 Mercury Interactive* 18,500 352 Micron Technology* 58,800 1,119 Microsoft* 169,500 8,673 Network Appliance* 96,700 658 Nokia, ADR Cl A 33,600 526 Novellus Systems* 28,000 800 Oracle Systems* 50,100 630 PeopleSoft* 29,700 536 PMC - Sierra* 33,800 347 QUALCOMM* 52,200 2,482 Siebel Systems* 30,700 399 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 51) STATEMENTS OF NET ASSETS September 30, 2001 LARGE CAP CORE FUND (CONTINUED) DESCRIPTION PAR (000)/SHARES VALUE (000) - ---------------------------------------------------------------------------- Sun Microsystems* 74,300 $ 614 SunGard Data Systems* 81,400 1,902 Texas Instruments 69,400 1,734 VERITAS Software* 32,200 594 Xilinx* 23,900 562 -------- 40,532 -------- MATERIALS - 1.6% Praxair 53,700 2,255 Vulcan Materials 38,900 1,680 Weyerhaeuser 34,800 1,695 -------- 5,630 -------- TELECOMMUNICATION SERVICES - 2.8% ALLTELL 40,000 2,318 Global Crossing* 116,800 210 Nextel Communications, Cl A 70,500 609 Qwest Communications 88,900 1,485 Sprint (PCS Group)* 61,900 1,627 WorldCom* 240,472 3,624 -------- 9,873 -------- UTILITIES - 4.0% Calpine* 70,600 1,615 Constellation Energy 50,700 1,227 El Paso 99,600 4,138 Enron 123,875 3,373 Exelon 41,000 1,829 Reliant Resources* 130,600 2,110 -------- 14,292 -------- TOTAL COMMON STOCKS 326,311 -------- VARIABLE RATE DEMAND NOTE - 1.7% American Family Financial Services $ 6,000 6,000 -------- TOTAL CORPORATE OBLIGATIONS 6,000 -------- RELATED PARTY MONEY MARKET FUND - 6.6% First American Prime Obligations Fund (A) 23,456,374 23,456 -------- TOTAL RELATED PARTY MONEY MARKET FUND 23,456 -------- TOTAL INVESTMENTS - 99.9% (Cost $341,626) 355,767 -------- OTHER ASSETS AND LIABILITIES, NET - 0.1% (B) 532 -------- LARGE CAP CORE FUND (CONCLUDED) DESCRIPTION VALUE (000) - ---------------------------------------------------------------------------- NET ASSETS: Portfolio capital $376,798 Undistributed net investment income 636 Accumulated net realized loss on investments (35,276) Net unrealized appreciation of investments 14,141 --------- TOTAL NET ASSETS - 100.0% $356,299 --------- CLASS A: Net asset value and redemption price per share (net assets of $34,330,009 and 1,404,520 shares of capital stock issued and outstanding) (F) $ 24.44 Maximum sales charge of 5.50% 1.42 --------- Offering price per share (C) $ 25.86 --------- CLASS B: Net asset value and offering price per share (net assets of $2,954,372 and 123,425 shares of capital stock issued and outstanding) (D)(F) $ 23.94 --------- CLASS C: Net asset value per share (net assets of $24 and 1 share of capital stock issued and outstanding) (D)(F) $ 24.44 Maximum sales charge of 1.00% 0.25 --------- Offering price per share (E) $ 24.69 --------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $2,801,567 and 114,589 shares of capital stock issued and outstanding) (F) $ 24.45 --------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $316,212,815 and 12,684,845 shares of capital stock issued and outstanding) (F) $ 24.93 -------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 86,300 Payable upon return of securities loaned $ (86,300) (C)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (E)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt CI - Class The accompanying notes are an integral part of the financial statements. (52 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 GROWTH & INCOME FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 98.3% CONSUMER DISCRETIONARY - 10.7% AOL Time Warner* 502,100 $ 16,620 Best Buy* 41,300 1,877 Clear Channel Communications* 57,600 2,290 Comcast, Cl A* 146,900 5,269 Costco Wholesale* 144,600 5,142 Ford Motor 172,400 2,991 Home Depot 151,600 5,817 Kohl's * 14,400 691 McGraw-Hill 138,200 8,043 Target 175,200 5,563 Toys "R" Us* 186,600 3,215 Viacom, Cl B 194,111 6,697 Wal-Mart Stores 163,900 8,113 Walt Disney 157,600 2,934 --------- 75,262 --------- CONSUMER STAPLES - 8.9% Anheuser-Busch 95,800 4,012 Coca-Cola 40,300 1,888 CVS 89,100 2,958 General Mills 32,500 1,479 Kimberly-Clark 60,325 3,740 Kraft Foods* 98,900 3,399 PepsiCo 269,960 13,093 Philip Morris 122,300 5,906 Safeway* 305,325 12,128 Sysco 312,340 7,977 Walgreen 172,600 5,943 --------- 62,523 --------- ENERGY - 9.2% Anadarko Petroleum 36,800 1,769 Apache 96,700 4,158 Chevron 18,900 1,602 Exxon Mobil 650,938 25,647 Nabors Industries* 122,300 2,565 Phillips Petroleum 102,800 5,545 Schlumberger 125,500 5,735 Texaco 110,800 7,202 USX-Marathon 389,200 10,411 --------- 64,634 --------- FINANCIALS - 22.9% AFLAC 72,800 1,966 Alliance Capital Management Holding 54,300 2,482 AMB Property 183,400 4,493 Ambac 174,600 9,552 American Express 106,200 3,086 American International Group 244,950 19,106 Bank of America 67,600 3,948 Bank of New York 170,600 5,971 BB&T 48,300 1,761 Capital One Financial 33,000 1,519 Chubb 118,600 8,469 Citigroup 465,566 18,855 Fannie Mae 29,600 2,370 Federal Home Loan Mortgage 177,600 11,544 Fifth Third Bancorp 39,200 2,410 JP Morgan Chase & Company 175,500 5,993 Legg Mason 92,300 3,670 Marsh & McLennan 119,800 11,585 Mellon Financial 192,500 6,224 GROWTH & INCOME FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- Merrill Lynch 206,400 $ 8,380 MGIC Investment 81,095 5,299 Morgan Stanley Dean Witter 68,800 3,189 Northern Trust 66,050 3,466 SouthTrust 74,700 1,902 Washington Mutual 47,500 1,828 Wells Fargo 272,300 12,104 --------- 161,172 --------- HEALTH CARE - 10.9% American Home Products 152,800 8,901 Amgen* 33,600 1,975 Baxter International 132,800 7,311 Bristol-Myers Squibb 170,832 9,491 Genentech* 24,900 1,096 HCA - The Healthcare Company 149,200 6,611 Johnson & Johnson 114,600 6,349 Eli Lilly 79,900 6,448 Medtronic 42,800 1,862 Merck & Company 137,400 9,151 Pfizer 271,800 10,899 Wellpoint Health Networks* 58,200 6,353 Zimmer Holdings* 17,083 474 --------- 76,921 --------- INDUSTRIALS - 9.2% Automatic Data Processing 150,700 7,089 Avery Dennison 34,804 1,647 Boeing 27,800 931 Ecolab 257,800 9,366 General Dynamics 127,200 11,234 General Electric 376,900 14,021 Honeywell International 92,100 2,431 Tyco International 316,700 14,410 United Parcel Service, Cl B 49,950 2,596 Waste Management 58,700 1,570 --------- 65,295 --------- INFORMATION TECHNOLOGY - 11.5% Adobe Systems 34,500 827 Analog Devices* 29,300 958 Applied Materials* 119,200 3,390 Cisco Systems* 202,600 2,468 Corning 32,200 284 Dell Computer* 319,700 5,924 Electronic Data Systems 83,800 4,274 Flextronics International* 103,900 1,719 Intel 364,600 7,452 IBM 92,500 8,538 Lexmark International Group, Cl A* 83,100 3,715 Micron Technology* 139,100 2,619 Microsoft* 203,500 10,413 Millipore 63,300 3,351 Motorola 276,900 4,320 Network Appliance* 101,500 690 Nortel Networks 57,600 323 Novellus Systems* 17,800 508 Oracle Systems* 177,000 2,227 Siebel Systems* 19,100 248 Sun Microsystems* 108,150 894 SunGard Data Systems* 319,000 7,455 Texas Instruments 290,900 7,266 Xilinx* 39,600 932 --------- 80,795 --------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 53) STATEMENTS OF NET ASSETS September 30, 2001 GROWTH & INCOME FUND (CONTINUED) DESCRIPTION PAR (000)/SHARES VALUE (000) - ---------------------------------------------------------------------------- MATERIALS - 2.7% Alcoa 105,400 $ 3,268 Pharmacia 189,100 7,205 Praxair 202,900 8,522 --------- 18,995 --------- TELECOMMUNICATION SERVICES - 7.0% ALLTELL 91,400 5,297 Bell South 83,000 3,449 Qwest Communications* 196,000 3,273 SBC Communications 228,900 10,786 Sprint 185,000 4,442 Sprint (PCS Group)* 138,400 3,638 Verizon Communications 342,500 18,532 --------- 49,417 --------- UTILITIES - 5.3% Constellation Energy 100,200 2,425 Duke Power 322,800 12,218 Dynegy 177,900 6,164 Enron 213,300 5,808 Exelon 157,000 7,002 Reliant Resources* 49,300 799 Williams 114,625 3,129 --------- 37,545 --------- TOTAL COMMON STOCKS 692,559 --------- CONVERTIBLE PREFERRED STOCK - 0.5% 141,400 3,754 --------- TOTAL CONVERTIBLE PREFERRED STOCK 3,754 --------- CONVERTIBLE CORPORATE BONDS - 0.3% Ciena 3.750%, 02/01/08 $ 1,190 707 Corning 0.000%, 11/08/15* 2,872 1,591 --------- 2,298 --------- TOTAL CONVERTIBLE CORPORATE BONDS 2,298 --------- RELATED PARTY MONEY MARKET FUND - 2.0% First American Prime Obligations Fund (A) 13,858,802 13,859 --------- TOTAL RELATED PARTY MONEY MARKET FUND 13,859 --------- TOTAL INVESTMENTS - 101.1% (Cost $690,577) 712,470 --------- OTHER ASSETS AND LIABILITIES, NET - (1.1%) (B) (7,932) --------- GROWTH & INCOME FUND (CONCLUDED) DESCRIPTION VALUE (000) - ---------------------------------------------------------------------------- NET ASSETS: Portfolio capital $705,708 Undistributed net investment income 187 Accumulated net realized loss on investments (23,250) Net unrealized appreciation of investments 21,893 --------- TOTAL NET ASSETS - 100.0% $704,538 --------- CLASS A: Net asset value and redemption price per share (net assets of $150,322,727 and 4,823,641 shares of capital stock issued and outstanding) (F) $ 31.16 Maximum sales charge of 5.50% 1.81 --------- Offering price per share (C) $ 32.97 --------- CLASS B: Net asset value and offering price per share (net assets of $11,612,659 and 376,347 shares of capital stock issued and outstanding) (D)(F) $ 30.86 --------- CLASS C: Net asset value per share (net assets of $31 and 1 share of capital stock issued and outstanding) (D)(F) $ 31.17 Maximum sales charge of 1.00% 0.31 --------- Offering price per share (E) $ 31.48 --------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $44,820,935 and 1,439,147 shares of capital stock issued and outstanding) (F) $ 31.14 --------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $497,781,661 and 15,950,663 shares of capital stock issued and outstanding) (F) $ 31.21 --------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 156,515 Payable upon return of securities loaned $(156,515) (C)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (E)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares CI - Class The accompanying notes are an integral part of the financial statements. (54 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RELATIVE VALUE FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 92.1% CONSUMER DISCRETIONARY - 2.7% General Motors 65,000 $ 2,789 Johnson Controls 50,000 3,262 Whirlpool 100,000 5,535 --------- 11,586 --------- CONSUMER STAPLES - 10.1% Gillette 230,000 6,854 Philip Morris 350,000 16,901 Procter & Gamble 260,000 18,925 --------- 42,680 --------- ENERGY - 11.4% BP PLC 114,800 5,645 Exxon Mobil 390,764 15,396 Royal Dutch Petroleum, ADR 156,000 7,839 Texaco 300,000 19,500 --------- 48,380 --------- FINANCIALS - 25.2% American Express 225,000 6,539 AmSouth Bancorp 243,230 4,395 Bank of America 70,000 4,088 Bank of New York 300,000 10,500 Cincinnati Financial 170,000 7,075 Citigroup 430,000 17,415 First Financial Bancorp 202,125 3,135 First Tennessee National 165,000 6,105 KeyCorp 300,000 7,242 Mellon Financial 200,000 6,466 National City 115,000 3,444 North Fork Bancorp 160,000 4,758 PNC Financial Services 100,000 5,725 TCF Financial 100,000 4,606 Union Planters 250,000 10,725 Wells Fargo 100,000 4,445 --------- 106,663 --------- HEALTH CARE - 8.8% American Home Products 200,000 11,650 Bristol-Myers Squibb 115,000 6,389 GlaxoSmithKline ADR 135,000 7,576 Merck & Company 170,000 11,322 Zimmer Holdings* 11,500 319 --------- 37,256 --------- INDUSTRIALS - 5.4% General Electric 450,000 16,740 Honeywell International 240,625 6,353 --------- 23,093 --------- INFORMATION TECHNOLOGY - 12.4% Intel 800,000 16,352 IBM 300,000 27,690 Microsoft* 170,000 8,699 --------- 52,741 --------- RELATIVE VALUE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- MATERIALS - 2.4% AK Steel Holding 250,000 $ 2,113 Dow Chemical 135,000 4,423 International Paper 100,000 3,480 --------- 10,016 --------- TELECOMMUNICATION SERVICES - 8.0% AT&T* 350,000 6,755 Broadwing* 800,000 12,864 Verizon Communications 185,440 10,034 Vodafone Group, ADR 195,000 4,282 --------- 33,935 --------- UTILITIES - 5.7% Cinergy 250,000 7,718 Duke Energy 200,000 7,570 TXU 190,000 8,801 --------- 24,089 --------- TOTAL COMMON STOCKS 390,439 --------- RELATED PARTY MONEY MARKET FUND - 5.8% First American Prime Obligations Fund (A) 24,547,061 24,547 TOTAL RELATED PARTY MONEY MARKET FUND 24,547 --------- TOTAL INVESTMENTS - 97.9% (Cost $261,524) 414,986 --------- OTHER ASSETS AND LIABILITIES, NET - 2.1% 8,882 --------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 55) STATEMENTS OF NET ASSETS September 30, 2001 RELATIVE VALUE FUND (CONCLUDED) DESCRIPTION VALUE (000) - ---------------------------------------------------------------------------- NET ASSETS: Portfolio capital $264,165 Undistributed net investment income 43 Accumulated net realized gain on investments 6,198 Net unrealized appreciation of investments 153,462 --------- TOTAL NET ASSETS - 100.0% $423,868 --------- CLASS A: Net asset value and redemption price per share (net assets of $33,287,813 and 1,381,987 shares of capital stock issued and outstanding) (E) $ 24.09 Maximum sales charge of 5.50% 1.40 --------- Offering price per share (B) $ 25.49 --------- CLASS B: Net asset value and offering price per share (net assets of $12,081,297 and 503,145 shares of capital stock issued and outstanding) (C)(E) $ 24.01 --------- CLASS C: Net asset value per share (net assets of $24 and 1 share of capital stock issued and outstanding) (C)(E) $ 24.09 Maximum sales charge of 1.00% 0.24 --------- Offering price per share (D) $ 24.33 --------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $34,004,063 and 1,413,130 shares of capital stock issued and outstanding) (E) $ 24.06 --------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $344,494,811 and 14,284,925 shares of capital stock issued and outstanding) (E) $ 24.12 --------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)$.0001 par value and 2 billion authorized shares. ADR - American Depositary Receipt CAPITAL GROWTH FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 97.4% CONSUMER DISCRETIONARY - 12.9% AOL Time Warner* 205,000 $ 6,786 Best Buy* 16,500 750 Clear Channel Communications* 47,000 1,868 Comcast, Cl A* 32,100 1,151 Federated Department Stores* 5,000 10 Home Depot 77,000 2,954 Kohl's* 75,200 3,610 Target 35,000 1,111 Wal-Mart Stores* 148,000 7,326 -------- 25,566 -------- CONSUMER STAPLES - 9.1% Anheuser-Busch 50,000 2,094 H J Heinz 65,800 2,773 Kimberly-Clark 50,000 3,100 Kraft Foods* 38,500 1,323 PepsiCo 75,000 3,638 Safeway* 76,244 3,028 Walgreen 63,200 2,176 -------- 18,132 -------- ENERGY - 1.6% Ashland 2,500 96 Exxon Mobil 42,076 1,658 Global Marine* 22,800 319 Texaco* 2,500 163 USX - Marathon 33,400 887 -------- 3,123 -------- FINANCIALS - 8.0% American International Group 103,519 8,074 Capital One Financial 18,500 852 Citigroup 73,200 2,965 Federal Home Loan Mortgage 25,000 1,625 Merrill Lynch 21,900 889 Wells Fargo 35,000 1,556 -------- 15,961 -------- HEALTH CARE - 29.7% American Home Products 20,000 1,165 Amgen* 37,800 2,222 Baxter International 63,600 3,501 Bristol-Myers Squibb 126,000 7,001 Cardinal Health 93,375 6,905 Genentech* 37,700 1,659 Genzyme* 20,000 908 Guidant* 50,000 1,925 IDEC Pharmaceuticals* 16,100 798 Johnson & Johnson 32,100 1,778 Eli Lilly 60,000 4,842 Medtronic 99,530 4,330 Merck & Company 100,000 6,660 Pfizer 221,750 8,892 Pharmacia 75,400 3,058 Serono SA, ADR 54,500 1,034 Watson Pharmaceuticals* 37,400 2,046 Zimmer Holdings* 11,000 305 -------- 59,029 -------- The accompanying notes are an integral part of the financial statements. (56 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 CAPITAL GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- INDUSTRIALS - 7.7% General Electric 235,500 $ 8,761 Illinois Tool Works 34,364 1,859 Kadant* 1,695 22 Minnesota Mining & Manufacturing 20,600 2,027 Textron 17,300 581 Tyco International 43,400 1,975 -------- 15,225 -------- INFORMATION TECHNOLOGY - 24.4% Adobe Systems 26,200 628 Analog Devices* 26,000 850 Apple Computer* 25,300 392 Applied Materials* 12,200 347 Applied Micro Circuits* 54,100 378 BEA Systems* 73,700 707 Broadcom* 13,600 276 Brocade Communications Systems* 56,300 790 CheckPoint Software Technology* 12,100 266 Cisco Systems* 287,400 3,501 Citrix Systems* 7,300 145 Corning 79,000 697 Dell Computer* 95,900 1,777 EMC* 74,400 874 Flextronics International* 46,900 776 Hewlett-Packard 40,000 644 Intel 245,560 5,019 IBM 37,000 3,415 Juniper Network* 20,400 198 KLA-Tencor* 7,200 227 Micron Technology* 60,600 1,141 Microsoft* 166,000 8,494 Millipore 18,600 985 Nokia, ADR Cl A 39,500 618 Nortel Networks 107,000 600 Novellus Systems* 10,700 306 NVIDIA* 15,800 434 Oracle Systems* 238,000 2,994 QUALCOMM* 46,600 2,215 RF Micro Devices* 68,800 1,142 Siebel Systems* 55,500 722 Sun Microsystems* 164,000 1,356 Texas Instruments 116,400 2,908 Thermo Electron* 27,700 500 VeriSign* 28,500 1,194 Vitesse Semiconductor* 45,000 349 Xilinx* 25,400 598 -------- 48,463 -------- MATERIALS - 0.8% Alcoa 50,000 1,551 -------- 1,551 -------- TELECOMMUNICATION SERVICES - 1.7% Nextel Communications, Cl A* 42,400 366 Qwest Communications International 77,100 1,288 Sprint PCS Group* 19,200 505 Verizon Communications 22,072 1,194 -------- 3,353 -------- CAPITAL GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- UTILITIES - 1.5% El Paso 26,829 $ 1,115 Enron 33,000 899 Mirant 44,200 956 -------- 2,970 -------- TOTAL COMMON STOCKS 193,373 -------- SHORT-TERM INVESTMENTS - 0.3% RNC Money Market Fund 750,000 750 -------- TOTAL SHORT-TERM INVESTMENTS 750 -------- RELATED PARTY MONEY MARKET FUND - 2.6% First American Prime Obligations Fund (A) 5,068,031 5,068 -------- TOTAL RELATED PARTY MONEY MARKET FUND 5,068 -------- TOTAL INVESTMENTS - 100.3% (Cost $192,428) 199,191 -------- OTHER ASSETS AND LIABILITIES, NET - 0.3% (B) (648) -------- NET ASSETS: Portfolio capital $206,924 Accumulated net realized loss on investments and options written (14,938) Net unrealized appreciation of investments 6,763 Net unrealized depreciation of options written (206) -------- TOTAL NET ASSETS - 100.0% $198,543 -------- CLASS A: Net asset value and redemption price per share (net assets of $8,597,419 and 585,477 shares of capital stock issued and outstanding) (F) $ 14.68 Maximum sales charge of 5.50% 0.85 -------- Offering price per share (C) $ 15.53 -------- CLASS B: Net asset value and offering price per share (net assets of $46,102,673 and 3,159,313 shares of capital stock issued and outstanding) (D)(F) $ 14.59 -------- CLASS C: Net asset value per share (net assets of $15 and 1 share of capital stock issued and outstanding) (D)(F) $ 14.68 Maximum sales charge of 1.00% 0.15 -------- Offering price per share (E) $ 14.83 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $11,881,420 and 808,873 shares of capital stock issued and outstanding) (F) $ 14.69 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $131,961,269 and 8,932,173 shares of capital stock issued and outstanding) (F) $ 14.77 -------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 57) STATEMENTS OF NET ASSETS September 30, 2001 CAPITAL GROWTH FUND (CONCLUDED) DESCRIPTION - ---------------------------------------------------------------------------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 54,034 Payable upon return of securities loaned $ (54,034) (C)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (E)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt CI - Class EQUITY INCOME FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 96.4% CONSUMER DISCRETIONARY - 4.9% Ford Motor 127,616 $ 2,214 Maytag 129,700 3,195 McGraw-Hill 81,400 4,737 Omnicom Group 35,400 2,297 Sherwin Williams 35,000 778 Tribune Company 23,700 2,138 -------- 15,359 -------- CONSUMER STAPLES - 9.5% Anheuser-Busch 109,100 4,569 Avon 70,400 3,256 Colgate Palmolive 48,700 2,837 Gillette 22,500 671 H J Heinz 30,000 1,265 Kimberly-Clark 66,100 4,098 Kraft Foods* 41,160 1,415 PepsiCo 118,900 5,767 Ralston-Ralston Purina 30,000 984 Sara Lee 193,200 4,115 Sysco 30,000 766 -------- 29,743 -------- ENERGY - 9.7% BP 93,096 4,578 Chevron 38,820 3,290 Exxon Mobil 242,648 9,560 Murphy Oil 10,000 724 Phillips Petroleum 27,000 1,456 Precision Drilling* 10,000 211 Royal Dutch Petroleum, ADR 179,200 9,005 USX-Marathon 48,000 1,284 -------- 30,108 -------- FINANCIALS - 27.9% American Express 109,000 3,168 Archstone Communities 151,600 3,957 Bank of America 75,824 4,428 Bank of New York 106,500 3,728 Citigroup 182,786 7,403 Comerica 56,200 3,113 Crescent Real Estate 101,700 2,181 Duke Realty 195,172 4,624 Equity Residential Property Trust 26,600 1,553 Fannie Mae 56,600 4,531 Hartford Financial Services 10,000 587 Healthcare Realty Trust 115,700 2,950 Household International 71,397 4,025 John Hancock Financial Services 116,900 4,670 JP Morgan Chase & Company 112,100 3,828 Kimco Realty 31,600 1,534 Manufactured Home Communities 122,550 3,728 MBNA 46,000 1,393 Mellon Financial 160,200 5,179 National City 47,000 1,408 PNC Financial Services Group 22,000 1,259 Prentiss Properties Trust 48,000 1,320 Simon Property Group 137,200 3,692 St. Paul Companies 82,610 3,405 Union Planters 34,000 1,458 XL Capital Limited, Cl A 53,782 4,249 Zions Bancorporation 68,600 3,681 -------- 87,052 -------- The accompanying notes are an integral part of the financial statements. (58 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 EQUITY INCOME FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- HEALTH CARE - 11.4% Abbott Labs 36,000 $ 1,867 American Home Products 110,900 6,460 Baxter International 137,000 7,542 Bristol-Myers Squibb 62,700 3,484 Johnson & Johnson 105,600 5,850 Merck 32,200 2,145 Pfizer 84,300 3,380 Pharmacia 26,000 1,055 Protein Design Labs* 1,597,000 1,489 Schering Plough 54,200 2,011 Zimmer Holdings* 6,270 174 -------- 35,457 -------- INDUSTRIALS - 12.2% Caterpillar 42,750 1,915 Deere 77,400 2,911 Ecolab 169,900 6,172 First Data 26,000 1,515 General Electric 119,400 4,442 Honeywell International 152,200 4,032 Knightsbridge Tanker 176,500 3,091 Minnesota Mining & Manufacturing 53,000 5,215 Parker Hannifin 73,900 2,535 United Parcel Service 76,700 3,978 United Technologies 48,700 2,264 -------- 38,070 -------- INFORMATION TECHNOLOGY - 4.3% Alcatel 16,000 186 Electronic Data Systems 85,700 4,935 Hewlett-Packard 188,300 2,995 IBM 55,730 5,144 -------- 13,260 -------- MATERIALS - 2.9% Dow Chemical 62,400 2,044 DuPont De Nemours & Co 66,000 2,476 Lyondell Chemical 135,150 1,547 Weyerhaeuser 62,800 3,059 -------- 9,126 -------- TELECOMMUNICATION SERVICES - 7.8% Nextel Communications* 4,850,000 3,019 Qwest Communications 92,400 1,532 SBC Communications 173,900 8,194 Sprint 101,300 2,432 Verizon Communications 168,680 9,127 -------- 24,304 -------- UTILITIES - 5.8% Cinergy 30,000 926 Consolidated Edison 90,000 3,665 Constellation Energy 10,900 264 Duke Energy 48,000 1,817 El Paso 10,698 445 National Fuel Gas 52,000 1,198 Reliant Energy 119,100 3,135 Xcel Energy 239,800 6,750 -------- 18,200 -------- TOTAL COMMON STOCKS 300,679 -------- EQUITY INCOME FUND (CONCLUDED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- RELATED PARTY MONEY MARKET FUND - 5.7% First American Prime Obligations Fund (A) 17,605,502 $ 17,606 --------- TOTAL RELATED PARTY MONEY MARKET FUND 17,606 --------- TOTAL INVESTMENTS - 102.1% (Cost $233,537) 318,285 --------- OTHER ASSETS AND LIABILITIES, NET - (2.1%) (B) (6,495) --------- NET ASSETS: Portfolio capital $227,949 Accumulated net investment loss (291) Accumulated net realized loss on investments (616) Net unrealized appreciation of investments 84,748 --------- TOTAL NET ASSETS - 100.0% $311,790 --------- CLASS A: Net asset value and redemption price per share (net assets of $24,556,888 and 2,025,021 shares of capital stock issued and outstanding) (F) $ 12.13 Maximum sales charge of 5.50% 0.71 --------- Offering price per share (C) $ 12.84 --------- CLASS B: Net asset value and offering price per share (net assets of $11,515,811 and 954,459 shares of capital stock issued and outstanding) (D)(F) $ 12.07 --------- CLASS C: Net asset value per share (net assets of $8,028,153 and 663,841 shares of capital stock issued and outstanding) (D)(F) $ 12.09 Maximum sales charge of 1.00% 0.12 --------- Offering price per share (E) $ 12.21 --------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $328,293 and 27,077 shares of capital stock issued and outstanding) (F) $ 12.12 --------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $267,361,074 and 21,916,302 shares of capital stock issued and outstanding) (F) $ 12.20 --------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 64,855 Payable upon return of securities loaned $ (64,855) (C)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (E)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt CI - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 59) STATEMENTS OF NET ASSETS September 30, 2001 BALANCED FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- COMMON STOCKS - 53.5% CONSUMER DISCRETIONARY - 6.7% 4Kids Entertainment* 11,700 $ 233 Abercrombie & Fitch* 16,400 288 Alliance Atlantis Communications, Cl B* 19,700 191 American Axle & Manufacturing Holdings* 4,000 51 Anchor Gaming* 2,700 112 AnnTaylor Stores* 1,400 31 AOL Time Warner* 111,760 3,699 Bally Total Fitness Holdings* 7,400 150 Barnes & Noble* 2,800 101 Best Buy* 21,180 963 BJ's Wholesale Club* 4,200 200 Borders Group* 4,700 90 Borg Warner 2,600 105 Brinker International* 3,100 73 Cablevision System - Rainbow* 3,900 79 Carnival 67,000 1,475 Catalina Marketing, Cl C* 2,300 64 CDW Computer Centers* 11,000 398 CEC Entertainment* 1,375 47 Charter Communications* 88,800 1,099 Clear Channel Communications* 19,800 787 COMCAST, Cl A* 15,400 552 Cost Plus* 4,100 75 Costco Wholesale* 14,600 519 Cox Communications, Cl A* 31,750 1,326 Dollar General 129,900 1,529 Electronics Boutique Holdings* 2,200 59 Entercom Communications* 1,900 65 Federal Signal 1,000 18 Galyan's Trading* 800 9 Gannett 7,100 427 Gap 14,335 171 Genesco* 1,900 31 Gentex* 1,400 33 Gtech Holdings* 15,400 532 Gymboree* 24,300 158 Harley-Davidson 22,900 927 Home Depot 77,590 2,977 Hot Topic* 6,600 166 Insight Communications* 11,600 213 Interpublic Group Companies 19,100 390 Jones Apparel Group* 5,100 130 Kohl's* 39,100 1,877 Lowe's 16,800 532 Macrovision* 4,700 134 McDonald's 32,300 877 McGraw-Hill 31,400 1,827 MGM Grand* 10,800 243 Michaels Stores* 1,600 58 New York Times, Cl A 2,900 113 Omnicom Group 24,730 1,605 Orient Express Hotels* 3,300 46 OshKosh B'Gosh 500 13 Radio One, Cl D* 3,200 37 Scholastic* 15,300 666 Standard Pacific 2,500 49 Steiner Leisure* 7,300 117 Target 33,500 1,064 Tommy Hilfiger* 7,900 71 Toys "R" Us* 54,400 937 BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- Ultimate Electronics* 7,500 $ 130 USA Networks* 44,600 802 ValueVision International* 19,100 246 Viacom, Cl B* 43,346 1,495 Wal-Mart Stores 97,801 4,841 Walt Disney 59,300 1,104 Westwood One* 3,300 73 -------- 39,500 -------- CONSUMER STAPLES - 3.8% Albertson's 21,400 682 Anheuser-Busch 37,900 1,587 Coca-Cola 32,500 1,523 Constellation Brands, Cl A* 2,000 83 CVS 9,400 312 Duane Reade* 2,000 60 General Mills 15,000 683 Hormel Foods 3,900 92 Kimberly-Clark 25,000 1,550 Kraft Foods* 66,430 2,283 Longs Drug Stores* 1,500 41 McCormick and Company 1,400 64 Pepsi Americas 5,500 82 PepsiCo 64,200 3,114 Performance Food Group* 2,600 74 Philip Morris 35,300 1,705 Procter & Gamble 21,900 1,594 RJ Reynolds Tobacco Holdings 1,100 63 Safeway* 72,200 2,868 Sysco* 49,954 1,276 Tyson Foods, Cl A 14,800 148 Walgreen 77,230 2,659 -------- 22,543 -------- ENERGY - 3.4% Anadarko Petroleum 10,300 495 Apache 21,900 942 Baker Hughes 15,200 440 Burlington Resources 15,000 513 Cabot Oil & Gas 2,800 56 Cal Dive International* 3,300 55 Chevron 2,000 170 Energy Partners* 8,500 59 Ensco International 18,900 276 EOG Resources 19,100 553 Equitable Resources 500 15 Exxon Mobil 131,976 5,200 Hanover Compressor* 5,000 108 Helmerich & Payne 500 13 Horizon Offshore* 1,100 7 Key Energy Group* 3,500 22 Murphy Oil 1,400 101 National-Oilwell* 46,600 676 Noble Affiliates 500 15 Ocean Energy 3,500 57 Patterson - UTI Energy* 10,400 129 Phillips Petroleum 53,300 2,875 Pioneer Natural Resources* 3,300 47 Pogo Producing 3,200 75 Precision Drilling* 7,700 163 Rowan Companies* 18,100 224 Schlumberger 55,550 2,539 Talisman Energy 3,300 112 Texaco 20,100 1,307 The accompanying notes are an integral part of the financial statements. (60 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- Transocean Sedco Forex 56,280 $ 1,486 Ultramar Diamond Shamrock 1,600 77 USX-Marathon 39,800 1,065 Valero Energy 1,300 46 -------- 19,918 -------- FINANCIALS - 10.9% AFLAC 59,200 1,598 Alliance Capital Management Holdings 10,600 484 Allstate 29,400 1,098 AMB Property 26,175 641 Ambac Financial Group* 38,262 2,093 American Express 94,530 2,747 American Financial Group 2,075 46 American International Group 99,697 7,776 Arthur J Gallagher 25,100 850 Astoria Financial 1,200 71 Bank of America 29,900 1,746 Bank of New York 17,000 595 Banknorth Group 8,100 181 BB&T 15,700 572 Boston Properties 12,000 458 Charles Schwab 107,900 1,241 Charter One Financial 4,400 124 Chubb 28,600 2,042 Citigroup 177,180 7,176 Commerce Bancorp 4,400 299 Compass Bank Shares* 2,200 57 Dime Bancorp 1,800 71 Dime Bancorp Warrant* 6,900 2 E*Trade Group* 10,400 63 East West Bancorp 11,200 262 Eaton Vance 3,800 119 Edwards 1,600 56 Equity Office Property 25,400 813 Everest Re Group 6,900 446 Fannie Mae 47,000 3,761 Federal Home Loan Mortgage 84,500 5,472 Federated Investors 6,800 201 Fidelity National Financial 16,330 439 Fifth Third Bancorp 34,350 2,112 First American 4,900 99 First Tennessee National 3,800 141 Fleet Boston Financial 39,090 1,437 Golden West Financial 2,100 122 Greater Bay Bancorp 5,900 137 GreenPoint Financial 3,000 105 Harleysville Group 4,400 106 Hartford Financial Services Group* 26,100 1,533 Independence Community Bank 3,100 67 Instinet Group* 7,300 71 Investors Financial Services 700 40 JP Morgan Chase 51,400 1,755 Legg Mason 1,300 52 M & T Bank 3,300 244 Marsh & McLennan 11,900 1,151 Marshall & Ilsley 1,100 62 MBNA 60,742 1,840 Mellon Financial 19,200 621 Mercantile Bankshares 1,700 67 MGIC Investment 24,700 1,614 Morgan Stanley Dean Witter 39,770 1,843 National Commerce Financial 5,705 149 New York Community Bancorp 6,450 150 BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- North Fork Bancorp 4,900 $ 146 Northern Trust 6,900 362 Old Republic 32,925 863 Phoenix Companies* 9,300 134 Protective Life 4,500 131 Renaissance Re Holdings 3,600 320 SEI Investment 3,600 115 Southwest Bancorp of Texas* 2,200 65 State Street 12,600 573 TCF Financial 1,700 78 The PMI Group 1,450 90 Wells Fargo 64,100 2,849 -------- 64,844 -------- HEALTH CARE - 9.5% Advance PCS* 1,300 93 American Home Products 21,900 1,276 AmerisourceBergen* 4,380 311 Amgen* 31,160 1,831 Andrx Group* 4,200 273 Apogent Technologies* 2,600 62 Appria Healthcare* 19,900 516 Aviron* 1,700 42 Baxter International 51,400 2,830 Boston Scientific* 19,500 400 Bristol-Meyers Squibb 125,624 6,980 Cardinal Health 21,087 1,559 Celgene* 3,400 90 Cephalon* 2,100 105 DENTSPLY International 5,575 256 Edwards Lifesciences* 2,400 54 Express Scripts* 4,900 271 First Health Group* 1,800 53 Forest Laboratories, Cl A* 4,000 289 Genentech* 42,130 1,854 Genzyme* 5,500 250 Gilead Sciences* 3,100 174 Guidant* 13,100 504 HCA - The Healthcare Company 15,700 696 Health Management Association, Cl A* 6,453 134 IDEC Pharmaceuticals* 17,600 872 Intermune* 6,400 245 IVAX* 25,225 559 Johnson & Johnson 63,050 3,493 King Pharmaceuticals* 4,366 183 Eli Lilly 65,280 5,268 Lincare Holdings* 6,200 165 Medtronic 54,160 2,356 Merck 96,350 6,417 Millennium Pharmaceuticals* 6,500 115 Mylan Laboratories 5,000 163 Noven Pharmaceuticals* 600 11 Omnicare 10,400 227 Patterson Dental* 2,100 77 Pfizer 194,865 7,814 Pharmaceutical Resources* 5,100 182 Pharmacia 49,344 2,001 Priority Healthcare, Cl B* 3,100 74 Protein Design Labs* 1,200 57 Quest Diagnostics* 2,400 148 Renal Care Group* 4,100 126 Respironics* 3,400 121 Sepracor* 2,600 93 Serono SA, ADR 28,500 541 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 61) STATEMENTS OF NET ASSETS September 30, 2001 BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- Sybron Dental Specialties* 7,166 $ 133 Techne* 2,100 62 Tenet Healthcare* 17,200 1,026 Transkaryotic Therapies* 1,600 43 Triad Hospitals* 5,500 195 Trigon Healthcare* 1,300 85 Universal Health Services* 15,800 771 Varian Medical Systems* 2,100 135 Watson Pharmaceuticals* 8,500 465 Wellpoint Health Networks* 6,100 666 Wright Medical Group* 2,200 37 Xoma* 3,800 32 Zimmer Holdings* 12,562 349 -------- 56,210 -------- INDUSTRIALS - 5.1% Administaff* 1,300 34 American Standard* 1,800 99 Apollo Group* 1,700 71 Armor Holdings* 2,700 53 Atlantic Coast Airline* 1,200 16 Automatic Data Processing 37,410 1,760 Avery Dennison 3,550 168 Bisys Group* 1,800 95 Boeing 16,600 556 C.H. Robinson Worldwide 2,200 64 ChoicePoint* 1,800 75 DiamondCluster International, Cl A* 19,100 188 DST Systems* 2,325 101 Ecolab 55,960 2,033 First Data 36,677 2,137 Frontier Airlines* 9,800 81 General Dynamics 17,500 1,546 General Electric 169,468 6,304 Global Payments 4,600 135 Granite Construction 3,600 92 GSI Lumonics* 7,600 52 Honeywell International 9,700 256 Illinois Tool Works 17,500 947 IMS Health 3,200 80 Kaydon 3,900 82 Level 3 Communications* 700 61 Ladish* 3,800 30 Manpower 2,300 61 Mercury Computer Systems* 1,300 49 Minnesota Mining & Manufacturing 28,630 2,817 Molex, Cl A 25,512 620 Pittston Brink's Group 1,800 33 Precision Castparts 1,600 36 Rayovac* 13,900 212 Sabre Group Holdings* 7,500 201 Shaw Group* 37,100 1,046 Skywest 5,900 99 Southwest Airlines 100,865 1,497 SPX* 1,000 83 Triumph Group* 1,400 33 Tyco International 109,800 4,996 United Parcel Service, Cl B 8,500 442 United Technologies 10,200 474 URS* 1,600 37 Waste Management 6,000 160 -------- 30,012 -------- BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- INFORMATION TECHNOLOGY - 7.5% Accenture* 27,100 $ 346 Activision* 5,900 161 Adaptec* 4,700 37 Adobe Systems 14,400 345 ADTRAN 1,600 31 Aeroflex* 11,500 127 Affiliated Computer Services, Cl A* 3,300 269 Alliance Semiconductor* 6,200 45 Amdocs* 1,400 37 Analog Devices* 22,800 746 Anaren Microwave* 4,300 70 Applied Materials* 35,786 1,018 Arrow Electronics* 3,000 63 Ascential Software* 23,000 76 Atmel* 8,800 59 ATMI* 1,400 22 Avnet 3,300 60 Axciom* 21,400 201 BEA Systems* 45,640 438 Benchmark Electronics* 8,900 147 Black Box* 800 34 Brooks Automation* 800 21 Cadence Design Systems* 7,900 132 Check Point Software Technologies* 14,350 316 Cisco Systems* 79,410 967 Coherent* 6,600 187 Compaq Computers 106,900 888 Computer Sciences* 15,200 504 Compuware* 7,200 60 Comverse Technology* 6,100 125 Concurrent Computers* 17,000 154 Corinthian Colleges* 5,100 172 Corning 20,200 178 Cree* 4,500 67 Cypress Semiconductor* 4,400 65 Dell Computer* 88,810 1,646 Dendrite International* 5,800 46 Diebold 2,200 84 DSP Group* 3,200 64 DuPont Photomasks* 4,000 111 E.Piphany* 11,600 49 Eclipsys* 6,700 89 Elantec Semiconductor* 1,300 30 Electronic Data Systems 21,400 1,176 Electronic Arts* 4,800 219 EMC* 19,260 226 Entegris* 17,800 141 Enterasys Networks* 11,700 75 Ericsson 80,600 281 Exar* 80,700 1,396 Fisher Scientific* 5,500 140 Flextronics International* 23,700 392 Harmonic Lightwaves* 8,600 70 Harris 2,600 83 Inforte* 7,400 74 Integrated Circuit Systems* 5,300 68 Integrated Device Technology* 9,100 183 Intel 189,280 3,869 International Rectifier* 400 11 Intersil* 1,700 47 IBM 13,300 1,228 IXYS* 13,100 78 The accompanying notes are an integral part of the financial statements. (62 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- JDS Uniphase* 15,300 $ 97 Juniper Networks* 20,360 197 Keane* 2,100 29 KLA Tencor* 12,500 395 Lexmark International Group, Cl A* 4,700 210 Linear Technology 12,680 416 Mercury Interactive* 6,800 129 Mettler-Toledo International* 3,300 139 Micrel* 2,600 52 Microchip Technology* 3,800 102 Micron Technology* 56,680 1,067 Microsoft* 150,765 7,715 Millipore 6,650 352 Motorola 42,300 660 Network Appliance* 30,100 205 Nokia, ADR Cl A 62,520 978 Nortel Networks 89,260 501 Novellus Systems* 10,200 291 Nvidia* 4,400 121 Oracle Systems* 103,560 1,303 PeopleSoft* 8,900 161 Photronics* 9,800 181 Plexus* 1,300 31 PMC - Sierra* 10,900 112 Polycom* 8,900 217 Powerware Technologies* 1,700 20 QUALCOMM* 31,510 1,498 Rational Software* 7,300 63 Retek* 3,200 40 RF Micro Devices* 3,100 51 SCI Systems* 27,300 491 Seachange International* 4,100 72 Secure Computing* 5,400 53 Semtech* 1,900 54 Siebel Systems* 27,530 358 Speechworks International* 7,600 37 Stellent* 2,800 40 Sun Microsystems* 106,990 885 SunGard Data Systems* 76,200 1,781 Symantec* 2,400 83 Synopsys* 2,200 88 Take-Two Interactive Software* 7,100 50 Tech Data* 1,600 61 Texas Instruments 71,140 1,777 THQ* 1,300 56 Three Five Systems* 2,100 33 TranSwitch* 13,300 41 TriQuint Semiconductor* 11,200 179 Ultratech Stepper* 3,500 42 VERITAS Software* 19,595 361 Virata* 8,600 86 Vitria Technology* 17,000 35 Waters* 3,500 125 Xcare.net* 1,800 22 Xilinx* 16,360 385 Zoran* 2,700 65 -------- 44,637 -------- MATERIALS - 1.2% Alcoa 25,000 775 Aracruz Celulose SA 8,100 120 Cabot 1,500 60 Dow Chemical 38,800 1,271 Ferro 4,400 102 BALANCED FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------------- Georgia Gulf 3,200 $ 51 International Paper 23,400 814 Martin Marietta Materials 1,500 59 Massey Energy 4,300 63 OM Group 1,500 83 Pharmacia 18,925 721 Praxair 46,000 1,932 Sigma-Aldrich 1,000 45 Vulcan Materials 13,100 566 Weyerhaeuser 10,600 516 -------- 7,178 -------- TELECOMMUNICATION SERVICES - 3.0% Airgate PCS* 6,350 282 Alamosa Holdings* 7,050 98 ALLTEL* 20,700 1,200 Asia Global Crossing* 40,900 92 AT&T 38,300 739 Bell South 28,400 1,180 Broadwing* 15,300 246 Global Crossing* 35,700 64 Nextel Communications, Cl A* 83,700 723 Qwest Communications 81,330 1,358 SBC Communications 66,963 3,155 Sprint (PCS Group)* 81,820 2,151 Time Warner Telecommunications, Cl A* 4,740 34 Verizon Communications 59,032 3,194 Western Wireless, Cl A* 1,700 57 Williams Communications Group* 43,900 52 WorldCom - MCI Group* 1,329 20 WorldCom* 195,311 2,940 XO Communications* 56,900 23 -------- 17,608 -------- UTILITIES - 2.4% AGL Resources 1,700 34 American Water Works 3,100 122 Aquila* 8,500 185 Calpine* 90,400 2,066 Constellation Energy 31,000 750 DPL 2,400 58 Duke Power 42,100 1,593 Dynegy 22,600 783 El Paso 41,600 1,728 Energy East 3,700 74 Enron 67,300 1,833 Exelon 27,500 1,227 FPL Group 9,500 509 Hawaiian Electric Industries 1,100 43 National Fuel Gas 2,200 51 Northeast Utilities 4,500 84 NSTAR 1,700 71 Potomac Electric Power 2,800 61 Public Service Company of New Mexico 1,400 35 Reliant Resources* 161,300 2,608 SCANA 3,500 89 TECO Energy 4,600 125 UtiliCorp United 1,300 36 The Williams Companies 10,600 289 -------- 14,454 -------- TOTAL COMMON STOCKS 316,904 -------- CONVERTIBLE PREFERRED STOCK - 0.0% Enron 10,000 266 -------- TOTAL CONVERTIBLE PREFERRED STOCK 266 -------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 63) STATEMENTS OF NET ASSETS September 30, 2001 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000) VALUE (000) - --------------------------------------------------------------------- CORPORATE OBLIGATIONS - 19.7% ENERGY - 1.1% Ashland 7.900%, 08/05/06 $ 250 $ 273 Atlantic Richfield 8.500%, 04/01/12 300 367 Consolidated Natural Gas 7.250%, 10/01/04 3,000 3,192 Dynegy 7.450%, 07/15/06 1,200 1,301 Enron 7.625%, 09/10/04 50 54 Enron 6.400%, 07/15/06 500 516 Enserch 6.250%, 01/01/03 500 512 ------- 6,215 ------- FINANCIALS - 9.6% ABN AMRO Bank 7.250%, 05/31/05 1,250 1,350 Allstate 7.200%, 12/01/09 500 531 Associates Corporation of North America 7.500%, 04/15/02 150 153 7.950%, 02/15/10 2,500 2,775 Banco Santander Chile 6.500%, 11/01/05 475 489 Bank of America 7.750%, 07/15/02 350 363 9.200%, 05/15/03 185 202 7.875%, 05/16/05 500 552 7.125%, 09/15/06 2,000 2,177 Bank of Boston 6.625%, 02/01/04 925 977 Bank of New York 7.875%, 11/15/02 150 158 Bank of Oklahoma 7.125%, 08/15/07 300 311 Bank One 6.875%, 08/01/06 550 586 Bankers Trust 8.125%, 05/15/02 1,275 1,313 7.500%, 11/15/15 200 216 Bear Stearns 6.450%, 08/01/02 250 256 CIGNA 7.400%, 01/15/03 2,825 2,941 CIT Group 5.570%, 12/08/03 950 977 Citibank Credit Card Zero Coupon Bond, 08/15/06 1,000 881 Citicorp 9.500%, 02/01/02 100 102 Citigroup 9.500%, 03/01/02 1,000 1,026 Compass Bancshares 8.375%, 09/15/04 400 437 Credit Suisse First Boston 5.875%, 08/01/06 1,500 1,537 Donaldson Lufkin Jenrett 6.000%, 12/01/01 1,000 1,005 5.875%, 04/01/02 200 202 6.875%, 11/01/05 800 854 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000) VALUE (000) - --------------------------------------------------------------------- Dresdner Bank - New York 7.250%, 09/15/15 $ 800 $ 846 First Bank 6.625%, 05/15/03 975 1,021 First Union National Bank 7.875%, 02/15/10 1,000 1,111 Goldman Sachs 6.250%, 02/01/03 1,900 1,954 Hartford Financial Services 6.375%, 11/01/08 205 206 Heller Financial 8.000%, 06/15/05 170 188 Household Finance 8.000%, 05/09/05 1,000 1,093 Household Netherlands 6.200%, 12/01/03 125 130 International Lease Financing 8.375%, 12/15/04 250 280 Key Bank 7.000%, 02/01/11 2,000 2,079 KeyCorp 8.000%, 07/01/04 730 791 Lehman Brothers Holdings 8.750%, 05/15/02 350 361 6.500%, 10/01/02 1,000 1,028 7.800%, 07/07/05 500 539 7.500%, 09/01/06 375 404 7.875%, 08/15/10 2,000 2,172 8.500%, 08/01/15 500 564 Merrill Lynch 8.300%, 11/01/02 225 236 6.250%, 10/15/08 200 204 7.150%, 07/30/12, Callable 7/30/02 @ 100 1,100 1,125 6.875%, 11/15/18 925 931 Morgan Stanley Dean Witter 8.875%, 10/15/01 300 301 5.625%, 01/20/04 500 516 National Bank 8.875%, 11/01/13 250 308 National Westminster Bancorp 9.375%, 11/15/03 300 335 NCNB 10.200%, 07/15/15 750 974 Paine Webber Group 7.750%, 09/01/02 200 208 7.875%, 02/15/03 500 527 8.875%, 03/15/05 500 557 Principal Financial Group Australia 144A 8.200%, 08/15/09 1,800 2,012 Salomon 7.500%, 02/01/03 409 430 6.750%, 02/15/03 575 600 7.000%, 06/15/03 277 292 Salomon Smith Barney Holdings 6.875%, 06/15/05 700 741 5.875%, 03/15/06 1,500 1,542 Standard Federal Bancorp 7.750%, 07/17/06 250 273 USF&G 7.125%, 06/01/05 350 372 Wachovia 6.605%, 10/01/25 3,500 3,691 The accompanying notes are an integral part of the financial statements. (64 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000) VALUE (000) - --------------------------------------------------------------------- Washington Mutual 7.500%, 08/15/06 $ 250 $ 275 Wells Fargo Financial 6.625%, 07/15/04 1,200 1,281 Westdeutsche 6.750%, 06/15/05 400 427 6.050%, 01/15/09 900 909 Wharf Capital International 8.875%, 11/01/04 325 359 Zurich Capital Trust 144A, Callable 06/01/07 @ 104.19 8.376%, 06/01/37 365 358 ------- 56,922 ------- GOVERNMENT AGENCY - 2.4% FHLB 5.375%, 05/15/06 1,500 1,563 FHLMC 5.950%, 01/19/06 1,000 1,064 5.750%, 04/15/08 2,000 2,103 6.625%, 09/15/09 2,950 3,245 FNMA 5.125%, 02/13/04 1,000 1,039 6.500%, 08/15/04 500 539 7.125%, 02/15/05 250 277 6.400%, 09/27/05 500 542 7.125%, 03/15/07 2,000 2,257 5.250%, 01/15/09 500 510 6.375%, 06/15/09 1,000 1,087 6.930%, 09/17/12 250 267 ------- 14,493 ------- MANUFACTURING - 2.3% Boeing 7.250%, 06/15/25 2,250 2,205 Dow Chemical 7.600%, 01/02/02 12 12 Ford Motor 6.375%, 02/01/29 250 203 Ford Motor Credit 6.110%, 12/28/01 200 201 6.700%, 07/16/04 1,000 1,029 5.800%, 01/12/09 3,000 2,812 General Motors Acceptance 6.150%, 04/05/07 3,000 2,997 General Motors Global Bond 6.750%, 05/01/28 750 658 Georgia-Pacific 9.500%, 12/01/11 300 326 9.875%, 11/01/21 300 314 9.500%, 05/15/22 100 103 Tenneco Packaging 7.950%, 12/15//25 425 394 TRW 8.750%, 05/15/06 1,000 1,094 6.300%, 05/15/08 1,000 1,001 ------- 13,349 ------- SERVICE - 2.2% Comcast Cable 7.125%, 06/15/13 750 777 Continental Cablevision 8.875%, 09/15/05 350 395 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000) VALUE (000) - --------------------------------------------------------------------- Continental Cablevision, Callable 08/01/05 @ 104.75 9.500%, 08/01/13 $1,000 $1,164 Dayton Hudson 5.875%, 11/01/08 3,000 2,999 Duty Free International 7.000%, 01/15/04 1,225 1,283 Fred Meyer 7.450%, 03/01/08 500 541 May Department Store 7.900%, 10/15/07 1,000 1,107 9.875%, 06/15/21, Callable 10/09/01 @ 104.56 300 315 News America Holdings 10.125%, 10/15/12 300 331 J.C. Penney 9.750%, 06/15/21 625 572 8.250%, 08/15/22, Callable 8/15/02 @ 103.87 500 418 Time Warner 8.875%, 10/01/12 2,025 2,360 Walt Disney 5.250%, 11/10/03 1,000 1,015 ------- 13,277 ------- TRANSPORTATION - 0.6% Air 2 Us 10.127%, 10/01/20 500 519 America West Airlines 8.540%, 01/02/06 439 447 7.930%, 01/02/19 634 591 Continental Airlines 6.800%, 07/02/07 167 162 FedEx 9.650%, 06/15/12 680 743 Northwest Airlines 6.810%, 02/01/20 940 882 Stagecoach Holdings 8.625%, 11/15/09 500 487 ------- 3,831 ------- UTILITIES - 1.5% British Telecommunications 8.375%, 12/15/10 150 165 CE Generation 7.416%, 12/15/18 958 874 Commonwealth Edison 9.875%, 06/15/20 900 996 Conectiv 6.730%, 06/01/06 225 235 FPL Group Capital 7.625%, 09/15/06 150 166 France Telecom 7.750%, 03/01/11 150 158 GTE South 6.125%, 06/15/07 2,000 2,096 Metronet Communications, Callable 6/15/03 @ 104.97, Step Coupon 9.950%, 06/15/08 300 141 ONEOK 7.750%, 08/15/06 125 137 PP&L Capital Funding 8.375%, 06/15/07 500 555 PSI Energy 7.850%, 10/15/07 750 820 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 65) STATEMENTS OF NET ASSETS September 30, 2001 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000) VALUE (000) - --------------------------------------------------------------------- Rochester Telephone 9.000%, 08/15/21 $ 400 $ 265 US West Communications 8.875%, 06/01/31 575 614 Utilicorp United 7.000%, 07/15/04 350 365 Worldcom 7.875%, 05/15/03 1,000 1,046 -------- 8,633 -------- TOTAL CORPORATE OBLIGATIONS 116,720 -------- MORTGAGE-BACKED OBLIGATIONS - 7.1% U.S GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES - 5.3% FHLB 6.875%, 08/15/03 1,000 1,066 6.250%, 08/13/04 3,000 3,227 FHLMC 6.500%, 04/01/08 176 184 7.000%, 04/01/08 127 133 5.500%, 03/01/13 864 874 FHLMC GOLD POOL #G01091 7.000%, 12/01/29 3,118 3,228 FHLMC GOLD POOL #G11006 6.000%, 03/01/15 3,177 3,248 FNMA 6.000%, 03/01/16 2,800 2,857 FNMA POOL # 424411 5.500%, 03/01/06 1,918 1,966 FNMA POOL #323681 7.000%, 04/01/29 1,518 1,570 FNMA POOL #323715 6.000%, 05/01/29 3,476 3,481 FNMA POOL #535006 7.000%, 11/01/14 2,261 2,355 GNMA POOL #506639 7.000%, 04/15/29 2,274 2,355 GNMA POOL #455516X 7.500%, 09/15/27 240 251 FHLMC GOLD #00960 5.500%, 03/01/16 3,375 3,381 GNMA 6.000%, 03/01/03 104 105 GNMA POOL #447728 7.500%, 06/15/27 213 223 GNMA II 6.500%, 10/20/10 199 208 Federal Farm Credit Bank Medium Term Note 5.750%, 09/01/05 500 528 -------- 31,240 -------- CMO MORTGAGE-BACKED OBLIGATIONS - 1.8% FHLMC 1136, Cl H 6.000%, 09/15/21 238 246 FHLMC CMO 1606 H 6.000%, 11/15/08 3,150 3,279 FHLMC Series 1201, Cl E 7.400%, 12/15/21 156 161 FHLMC Series 85, Cl C 8.600%, 01/15/21 185 202 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000) VALUE (000) - --------------------------------------------------------------------- FNMA 1990-105, Cl J 6.500%, 09/25/20 $ 160 $ 167 FNMA 1990-89, Cl K 6.500%, 07/25/20 32 34 FNMA 1993-210 6.500%, 04/25/23 750 791 FNMA 1996-21 6.000%, 02/25/11 333 348 FNMA 1993-50 5.500%, 10/25/22 5,000 5,035 FNMA CMO 1990-63, Cl H 9.500%, 06/25/20 173 193 FNMA GTD REMIC 1989-2, Cl D 8.800%, 01/25/19 30 32 FNMA REMIC TR 1989-37 8.000%, 07/25/19 179 196 FNMA Series 1990-30 6.500%, 03/25/20 155 162 GNMA Series 3, Class F 6.500%, 06/17/20 46 48 -------- 10,894 -------- MORTGAGE BACKED VARIABLE RATE OBLIGATIONS - 0.0% FNMA POOL #70009 7.338%, 04/01/18 166 168 -------- TOTAL MORTGAGE-BACKED OBLIGATIONS 42,302 -------- U.S. TREASURY OBLIGATIONS - 14.4% U.S. Treasury Bond 6.000%, 08/15/09 7,800 8,580 9.25%, 02/15/16 18,285 25,716 7.500%, 11/15/16 1,000 1,230 8.125%, 05/15/21 1,000 1,325 8.125%, 08/15/21 1,000 1,327 8.000%, 11/15/21 14,600 18,874 7.125%, 02/15/23 3,000 3,629 6.875%, 08/15/25 4,000 4,742 U.S. Treasury Note 7.250%,08/15/04 2,250 2,492 6.875%, 05/15/06 2,000 2,253 6.625%, 05/15/07 3,700 4,166 U.S. Treasury Bond Strip Prin Pmt 0%, 11/15/04 10,280 9,198 0%, 08/15/05 2,000 1,726 -------- TOTAL U.S. TREASURY OBLIGATIONS 85,258 -------- PRIVATE CMO MORTGAGE-BACKED SECURITIES - 0.6% FIXED RATE General Electric Capital Mortgage 1994-17A6 7.000%, 5/25/24 2,675 2,863 Merrill Lynch Mortgage Investors 6.310%, 11/15/26 1,031 1,069 -------- TOTAL PRIVATE CMO MORTGAGE-BACKED SECURITIES 3,932 -------- ASSET-BACKED SECURITIES - 1.5% AUTOS - 1.0% Chase Manhattan Auto Owner Trust 6.600%, 03/15/02 47 47 Ford Credit Auto Owner 5.120%, 10/15/04 2,500 2,570 The accompanying notes are an integral part of the financial statements. (66 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 BALANCED FUND (CONTINUED) DESCRIPTION PAR (000)/SHARES VALUE (000) - --------------------------------------------------------------------- Halt 1999-A Cl A5 6.650%, 07/15/05 $ 500 $ 511 Union Acceptance 98-B-A5 6.020%, 01/09/06 3,000 3,109 -------- 6,237 -------- HOME EQUITY - 0.5% Contimortgage 1997-5 Cl A5 6.630%, 12/15/20 700 727 Contimortgage 7.120%, 08/15/28 424 442 GE Capital Mortgage Services 7.300%, 02/25/25 200 205 Green Tree Financial 7.120%, 04/15/27 196 203 Saxon Asset Securities 1998 7.325%, 01/25/12 759 774 -------- 3,078 -------- TOTAL ASSET-BACKED SECURITIES 9,315 -------- CONVERTIBLE CORPORATE BONDS - 0.1% Charter Communications 4.750%, 06/01/06 157 118 Ciena 3.750%, 02/01/08 120 71 Corning 0.000%, 11/08/15 260 144 -------- TOTAL CORPORATE CONVERTIBLE BONDS 333 -------- U.S. GOVERNMENT AGENCY BACKED OBLIGATIONS - 1.4% YANKEE OBLIGATIONS - 0.7% Ford Capital BV 9.875%, 05/15/02 325 335 9.500%, 06/01/10 150 172 Norsk Hydro 9.000%, 04/15/12 400 481 Newcourt Credit 6.875%, 02/16/05 3,000 3,185 -------- 4,173 -------- INTERNATIONAL/YANKEE - 0.7% Hydro-Quebec 11.750%, 02/01/12 350 510 Hydron-Quebec, Callable 01/15/03 @ 100 9.750%, 01/15/18 500 532 Korea Electric Power 7.750%, 04/01/13 290 311 6.750%, 08/01/27 200 209 Kingdom of Sweden 11.125%, 06/01/15 150 206 Midland Bank 6.950%, 03/15/11 950 985 TransCanada Pipelines 9.125%, 04/20/06 1,000 1,146 -------- 3,899 -------- TOTAL U.S. GOVERNMENT AGENCY BACKED OBLIGATIONS 8,072 -------- FOREIGN GOVERNMENT BOND - 0.0% Israel Trust 9.250%, 11/15/01 (A) 36 37 -------- TOTAL FOREIGN GOVERNMENT BOND 37 -------- MONEY MARKET FUNDS - 0.6% SHORT TERM MONEY MARKET FUND - 0.1% Lindner Government Money Market Fund 850,000 850 -------- BALANCED FUND (CONCLUDED) DESCRIPTION SHARES VALUE (000) - --------------------------------------------------------------------- RELATED PARTY MONEY MARKET FUND - 0.5% First American Prime Obligations Fund (B) 2,796,996 $ 2,797 -------- TOTAL MONEY MARKET FUNDS 3,647 -------- TOTAL INVESTMENTS - 98.9% (Cost $590,682) 586,059 -------- OTHER ASSETS AND LIABILITIES, NET - 1.1% (C) 6,542 -------- NET ASSETS: Portfolio capital $645,487 Undistributed net investment income 418 Accumulated net realized loss on investments (48,681) Net unrealized depreciation of investments (4,623) -------- TOTAL NET ASSETS - 100.0% $592,601 -------- CLASS A: Net asset value and redemption price per share (net assets of $127,589,370 and 13,424,418 shares of capital stock issued and outstanding) (G) $ 9.50 Maximum sales charge of 5.50% 0.55 -------- Offering price per share (D) $ 10.05 -------- CLASS B: Net asset value and offering price per share (net assets of $47,150,082 and 4,994,827 shares of capital stock issued and outstanding) (E)(G) $ 9.44 -------- CLASS C: Net asset value per share (net assets of $2,351,099 and 247,870 shares of capital stock issued and outstanding) (E)(G) $ 9.49 Maximum sales charge of 1.00% 0.10 -------- Offering price per share (F) $ 9.59 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $39,527,170 and 4,160,114 shares of capital stock issued and outstanding) (G) $ 9.50 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $375,983,024 and 39,462,084 shares of capital stock issued and outstanding) (G) $ 9.53 -------- *Non-income producing security (A)Security is guaranteed by the U.S. Government. (B)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (C)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 218,635 Payable upon return of securities loaned $(218,635) (D)The offering price is calculated by dividing the net assets value by 1 minus the maximum sales charge of 5.50%. (E)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (F)The offering price is calculated by dividing the net assets value by 1 minus the maximum sales charge of 1.00%. (G)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class CMO - Collateralized Mortgage Obligation FHLB - Federal Home Loan Bank FHLMC - Federal Home Loan Mortgage Corporation FNMA - Federal National Mortgage Association GNMA - Government National Mortgage Association FIRST AMERICAN FUNDS ANNUAL REPORT 2001 67) STATEMENTS OF OPERATIONS in thousands LARGE CAP LARGE CAP LARGE CAP GROWTH FUND VALUE FUND CORE FUND ------------ ----------- ----------------------- 10/1/00 10/1/00 11/1/00 11/1/99 to to to to 9/30/01 9/30/01 9/30/01 10/31/00 - ------------------------------------------------------- ------------ ----------- ---------- --------- INVESTMENT INCOME: Interest $ 2,139 $ 2,788 $ 1,826 $ 1,302 Dividends 4,978 22,361 2,564 1,929 Less: Foreign taxes withheld (17) (98) (2) -- Securities lending 296 291 43 -- - ------------------------------------------------------- --------- --------- --------- --------- TOTAL INVESTMENT INCOME 7,396 25,342 4,431 3,231 ======================================================= ========= ========= ========= ========= EXPENSES: Investment advisory fees 6,989 9,205 2,899 2,836 Administrator and fund accounting fees 1,127 1,484 516 479 Transfer agent fees 368 574 160 74 Custodian fees 299 394 51 69 Directors' fees 10 13 2 7 Registration fees 10 13 46 58 Professional fees 30 40 49 44 Printing 60 79 75 37 Other 15 21 9 7 Distribution and shareholder servicing fees - Class A 346 306 105 129 Distribution and shareholder servicing fees - Class B 260 467 29 13 Shareholder servicing fees - Fund level -- -- -- -- Shareholder servicing fees - Class S -- -- 8 -- Distribution fees - Class C 164 93 -- -- - ------------------------------------------------------- --------- --------- --------- --------- TOTAL EXPENSES 9,678 12,689 3,949 3,753 ======================================================= ========= ========= ========= ========= Less: Waiver of expenses (925) (1,297) (169) (22) - ------------------------------------------------------- --------- --------- --------- --------- TOTAL NET EXPENSES 8,753 11,392 3,780 3,731 ======================================================= ========= ========= ========= ========= Investment income (loss) - net (1,357) 13,950 651 (500) - ------------------------------------------------------- --------- --------- --------- --------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND OPTIONS WRITTEN - NET: Net realized gain (loss) on investments (48,470) (16,926) (34,753) 43,914 Net realized gain on options written -- -- -- -- Net change in unrealized appreciation or depreciation of investments (668,727) (171,917) (145,446) 25,284 Net change in unrealized appreciation or depreciation of options written -- -- -- -- - ------------------------------------------------------- --------- --------- --------- --------- NET GAIN (LOSS) ON INVESTMENTS (717,197) (188,843) (180,199) 69,198 ======================================================= ========= ========= ========= ========= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(718,554) $(174,893) $(179,548) $ 68,698 ======================================================= ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. (68 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 GROWTH & RELATIVE CAPITAL EQUITY BALANCED INCOME FUND VALUE FUND GROWTH FUND INCOME FUND FUND - ---------------------- ---------------------- ---------------------- ----------- ---------------------- 11/1/00 11/1/99 11/1/00 12/1/99 11/1/00 12/1/99 10/1/00 11/1/00 11/1/99 to to to to to to to to to 9/30/01 10/31/00 9/30/01 10/31/00 9/30/01 10/31/00 9/30/01 9/30/01 10/31/00 - --------- --------- --------- --------- --------- --------- ----------- --------- --------- $ 2,372 $ 1,649 $ 334 $ 962 $ 440 $ 714 $ 743 $ 6,964 $ 5,922 9,307 8,945 8,900 9,391 1,663 2,261 8,005 981 738 (8) -- (83) -- (4) -- -- -- -- 68 -- -- -- 24 -- 52 45 5 - --------- --------- --------- --------- --------- --------- --------- --------- --------- 11,739 10,594 9,151 10,353 2,125 2,975 8,800 7,990 6,665 ========= ========= ========= ========= ========= ========= ========= ========= ========= 5,763 5,295 3,332 3,692 2,261 2,271 2,085 1,874 1,735 962 855 572 651 349 413 327 382 340 361 190 211 143 212 91 137 117 74 79 113 41 123 32 76 89 46 106 1 8 9 6 9 6 3 3 8 46 53 39 28 51 31 3 68 37 31 45 52 15 53 17 9 51 45 153 105 76 43 102 41 18 68 37 10 13 12 11 8 36 15 5 6 430 461 88 112 11 1 57 133 135 108 27 122 36 600 235 109 55 13 -- -- -- 1,230 -- 758 -- -- -- 117 -- 19 -- 8 -- -- 86 -- -- -- -- -- -- -- 43 -- -- - --------- --------- --------- --------- --------- --------- --------- --------- --------- 8,061 7,165 4,573 6,090 3,696 3,976 2,895 2,888 2,536 ========= ========= ========= ========= ========= ========= ========= ========= ========= (221) (41) (48) (498) (304) (303) (458) (167) (144) - --------- --------- --------- --------- --------- --------- --------- --------- --------- 7,840 7,124 4,525 5,592 3,392 3,673 2,437 2,721 2,392 ========= ========= ========= ========= ========= ========= ========= ========= ========= 3,899 3,470 4,626 4,761 (1,267) (698) 6,363 5,269 4,273 - --------- --------- --------- --------- --------- --------- --------- --------- --------- (20,431) 85,495 6,186 4,418 (13,666) 8,295 34,974 (27,742) 32,738 -- -- -- -- 653 721 -- -- -- (225,024) (5,442) (87,060) (8,477) (128,509) 16,005 (48,968) (9,744) 5,378 -- -- -- -- (32) -- -- -- -- - --------- --------- --------- --------- --------- --------- --------- --------- --------- (245,455) 80,053 (80,874) (4,059) (141,554) 25,021 (13,994) (37,486) 38,116 ========= ========= ========= ========= ========= ========= ========= ========= ========= $(241,556) $ 83,523 $ (76,248) $ 702 $(142,821) $ 24,323 $ (7,631) $ (32,217) $ 42,389 ========= ========= ========= ========= ========= ========= ========= ========= ========= FIRST AMERICAN FUNDS ANNUAL REPORT 2001 69) STATEMENTS OF CHANGES IN NET ASSETS in thousands LARGE CAP LARGE CAP GROWTH FUND VALUE FUND ------------------------- ------------------------- 10/1/00 10/1/99 10/1/00 10/1/99 to to to to 9/30/01 9/30/00 9/30/01 9/30/00 ------------ ----------- ------------ ----------- OPERATIONS: Investment income (loss) - net $ (1,357) $ (3,407) $ 13,950 $ 15,073 Net realized gain (loss) on investments (48,470) 134,538 (16,926) 118,158 Net realized gain (loss) on options written -- -- -- -- Net change in unrealized appreciation or depreciation of investments (668,727) 136,297 (171,917) (101,122) Net change in unrealized appreciation or depreciation of options written -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Net increase (decrease) in net assets resulting from operations (718,554) 267,428 (174,893) 32,109 - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net (3): Class A -- -- (1,040) (1,273) Class B -- -- (101) (145) Class C -- -- (19) (9) Class S -- -- -- -- Class Y -- -- (12,725) (13,263) Net realized gain on investments (4): Class A (19,676) (25,025) (12,851) (20,882) Class B (3,619) (3,205) (4,647) (7,299) Class C (1,789) (192) (613) (187) Class Y (105,864) (130,098) (109,515) (156,215) - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Total distributions (130,948) (158,520) (141,511) (199,273) - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 34,551 48,259 17,226 32,480 Reinvestment of distributions 18,276 23,087 13,117 20,538 Payments for redemptions (54,251) (47,999) (44,963) (71,108) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Increase (decrease) in net assets from Class A transactions (1,424) 23,347 (14,620) (18,090) - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Class B Proceeds from sales 5,614 17,153 3,257 4,965 Reinvestment of distributions 3,526 3,127 4,693 7,337 Payments for redemptions (4,613) (5,162) (8,196) (16,836) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Increase (decrease) in net assets from Class B transactions 4,527 15,118 (246) (4,534) - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Class C Proceeds from sales 11,240 16,991 7,663 5,590 Reinvestment of distributions 1,780 192 632 190 Payments for redemptions (3,632) (420) (2,374) (399) Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Increase in net assets from Class C transactions 9,388 16,763 5,921 5,381 - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Class S(2) Proceeds from sales -- -- -- -- Reinvestment of distributions -- -- -- -- Payments for redemptions -- -- -- -- Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Increase in net assets from Class S transactions -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Class Y(2) Proceeds from sales 327,720 282,229 269,455 354,191 Reinvestment of distributions 51,487 43,249 87,684 101,147 Payments for redemptions (205,925) (168,652) (300,433) (473,352) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- -- -- Shares issued in connection with the acquisition of the Santa Monica Common Trust Fund assets -- 10,581 -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Increase (decrease) in net assets from Class Y transactions 173,282 167,407 56,706 (18,014) - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Increase (decrease) in net assets from capital share transactions 185,773 222,635 47,761 (35,257) - ------------------------------------------------------------------------------ ---------- ---------- ---------- ---------- Total increase (decrease) in net assets (663,729) 331,543 (268,643) (202,421) NET ASSETS AT BEGINNING OF PERIOD 1,374,488 1,042,945 1,381,146 1,583,567 ============================================================================== ========== ========== ========== ========== NET ASSETS AT END OF PERIOD $ 710,759 $1,374,488 $1,112,503 $1,381,146 ============================================================================== ========== ========== ========== ========== ACCUMULATED NET INVESTMENT INCOME (LOSS) $ -- $ -- $ 350 $ 383 ============================================================================== ========== ========== ========== ========== [WIDE TABLE CONTINUED FROM ABOVE] LARGE CAP CORE FUND -------------------------------------- 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 ---------- ---------- ---------- OPERATIONS: Investment income (loss) - net $ 651 $ (500) $ (302) Net realized gain (loss) on investments (34,753) 43,914 18,890 Net realized gain (loss) on options written -- -- -- Net change in unrealized appreciation or depreciation of investments (145,446) 25,284 25,991 Net change in unrealized appreciation or depreciation of options written -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Net increase (decrease) in net assets resulting from operations (179,548) 68,698 44,579 - ------------------------------------------------------------------------------ ---------- ---------- ---------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net (3): Class A (1) -- (28) Class B -- -- -- Class C -- -- -- Class S -- -- -- Class Y -- -- (237) Net realized gain on investments (4): Class A (5,730) (2,451) (4,421) Class B (180) (42) -- Class C -- -- -- Class Y (37,412) (15,710) (23,343) - ------------------------------------------------------------------------------ ---------- ---------- ---------- Total distributions (43,323) (18,203) (28,029) - ------------------------------------------------------------------------------ ---------- ---------- ---------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 4,047 11,023 13,457 Reinvestment of distributions 5,442 2,404 4,322 Payments for redemptions (8,246) (16,087) (11,168) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 7,198 -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Increase (decrease) in net assets from Class A transactions 8,441 (2,660) 6,611 - ------------------------------------------------------------------------------ ---------- ---------- ---------- Class B Proceeds from sales 1,354 1,376 745 Reinvestment of distributions 175 40 -- Payments for redemptions (458) (750) (24) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 1,949 -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Increase (decrease) in net assets from Class B transactions 3,020 666 721 - ------------------------------------------------------------------------------ ---------- ---------- ---------- Class C Proceeds from sales -- -- -- Reinvestment of distributions -- -- -- Payments for redemptions -- -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Increase in net assets from Class C transactions -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Class S(2) Proceeds from sales 1,840 -- -- Reinvestment of distributions -- -- -- Payments for redemptions (1,949) -- -- Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 4,274 -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Increase in net assets from Class S transactions 4,165 -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Class Y(2) Proceeds from sales 184,099 265,505 204,039 Reinvestment of distributions 30,075 12,621 18,176 Payments for redemptions (124,828) (289,538) (127,316) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 82,317 -- -- Shares issued in connection with the acquisition of the Santa Monica Common Trust Fund assets -- -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- -- - ------------------------------------------------------------------------------ ---------- ---------- ---------- Increase (decrease) in net assets from Class Y transactions 171,663 (11,412) 94,899 - ------------------------------------------------------------------------------ ---------- ---------- ---------- Increase (decrease) in net assets from capital share transactions 187,289 (13,406) 102,231 - ------------------------------------------------------------------------------ ---------- ---------- ---------- Total increase (decrease) in net assets (35,582) 37,089 118,781 NET ASSETS AT BEGINNING OF PERIOD 391,881 354,792 236,011 ============================================================================== ========== ========== ========== NET ASSETS AT END OF PERIOD $ 356,299 $ 391,881 $ 354,792 ============================================================================== ========== ========== ========== ACCUMULATED NET INVESTMENT INCOME (LOSS) $ 636 $ (5) $ (4) ============================================================================== ========== ========== ========== (1)See Note 4 in the notes to the financial statements for additional information. (2)On September 24, 2001, Institutional Class and Class Y of Large Cap Core Fund, Growth and Income Fund, Relative Value Fund and Capital Growth Fund were redesignated as Class Y and Class S, respectively. (3)Includes distributions in excess of net investment income of $351 for the period ended September 30, 2001 for the Equity Income Fund. (4)Includes distributions in excess of net realized gains of $10,903, $622, $459, $1,930, $381, and $1,019 for the period ended September 30, 2001 for the Large Cap Value, Large Cap Core, Growth & Income, Capital Growth, Equity Income and Balanced Funds, respectively. The accompanying notes are an integral part of the financial statements. (70 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 GROWTH & RELATIVE CAPITAL INCOME FUND VALUE FUND GROWTH FUND - -------------------------------------- -------------------------------------- -------------------------------------- 11/1/00 11/1/99 11/1/98 11/1/00 12/1/99 12/1/98 11/1/00 12/1/99 12/1/98 to to to to to to to to to 9/30/01 10/31/00 10/31/99 9/30/01 10/31/00 11/30/99 9/30/01 10/31/00 11/30/99 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- $ 3,899 $ 3,470 $ 6,818 $ 4,626 $ 4,761 $ 3,714 $ (1,267) $ (698) $ 212 (20,431) 85,495 61,424 6,186 4,418 (704) (13,666) 8,295 (1,646) -- -- -- -- -- -- 653 721 -- (225,024) (5,442) 12,321 (87,060) (8,477) 51,592 (128,509) 16,005 54,037 -- -- -- -- -- -- (32) -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- (241,556) 83,523 80,563 (76,248) 702 54,602 (142,821) 24,323 52,603 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- (622) (443) (1,524) (320) (347) (307) -- -- (67) (3) -- (1) (31) (112) (68) -- -- -- -- -- -- -- -- -- -- -- -- (205) -- -- (136) -- -- -- -- -- (3,426) (2,544) (5,308) (4,523) (4,550) (3,536) -- -- (397) (18,329) (15,918) (13,914) (301) -- (202) (35) -- (1,524) (381) (174) -- (110) -- (33) (2,742) -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- (52,526) (44,113) (35,752) (3,303) -- (1,548) (6,486) -- (2,793) - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- (75,492) (63,192) (56,499) (8,724) (5,009) (5,694) (9,263) -- (4,781) - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 14,194 11,515 26,309 2,998 3,059 8,019 10,361 1,271 -- 18,343 16,227 15,257 607 338 500 33 -- -- (30,893) (43,862) (44,599) (6,427) (14,897) (10,113) (555) (51) -- 39,469 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 41,113 (16,120) (3,033) (2,822) (11,500) (1,594) 9,839 1,220 -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 5,627 2,425 1,606 1,352 4,374 7,217 5,361 17,835 17,247 382 172 1 141 111 100 2,706 -- 1,586 (2,558) (557) (36) (2,499) (3,112) (1,894) (20,732) (15,602) (10,956) 8,272 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 11,723 2,040 1,571 (1,006) 1,373 5,423 (12,665) 2,233 7,877 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -- -- -- -- -- -- -- -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 20,079 -- -- 39,284 -- -- 15,649 -- -- 204 -- -- 133 -- -- -- -- -- (28,683) -- -- (1,728) -- -- (1,217) -- -- 67,112 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 58,712 -- -- 37,689 -- -- 14,432 -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 201,909 128,142 151,499 65,681 102,464 107,617 56,423 65,691 62,374 47,547 39,852 34,560 4,955 2,986 3,686 3,588 -- 1,809 (204,896) (189,546) (146,699) (121,758) (100,222) (73,910) (62,432) (28,670) (31,190) 153,883 -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 198,443 (21,552) 39,360 (51,122) 5,228 37,393 (2,421) 37,021 32,993 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 309,991 (35,632) 37,898 (17,261) (4,899) 41,222 9,185 40,474 40,870 - ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- (7,057) (15,301) 61,962 (102,233) (9,206) 90,130 (142,899) 64,797 88,692 711,595 726,896 664,934 526,101 535,307 445,177 341,442 276,645 187,953 ========== ========== ========== ========== ========== ========== ========== ========== ========== $ 704,538 $ 711,595 $ 726,896 $ 423,868 $ 526,101 $ 535,307 $ 198,543 $ 341,442 $ 276,645 ========== ========== ========== ========== ========== ========== ========== ========== ========== $ 187 $ 1,283 $ 832 $ 43 $ 439 $ 687 $ -- $ -- $ -- ========== ========== ========== ========== ========== ========== ========== ========== ========== [WIDE TABLE CONTINUED FROM ABOVE] EQUITY BALANCED INCOME FUND FUND - ------------------------ -------------------------------------- 10/1/00 10/1/99 11/1/00 11/1/99 11/1/98 to to to to to 9/30/01 9/30/00 9/30/01 10/31/00 10/31/99 - ---------- ---------- ---------- ---------- ---------- $ 6,363 $ 6,507 $ 5,269 $ 4,273 $ 4,649 34,974 30,881 (27,742) 32,738 12,374 -- -- -- -- -- (48,968) (1,467) (9,744) 5,378 (3,281) - ---------- ---------- ---------- ---------- ---------- (7,631) 35,921 (32,217) 42,389 13,742 - ---------- ---------- ---------- ---------- ---------- (499) (355) (1,041) (884) (953) (163) (122) (63) (14) (3) (72) (27) -- -- -- -- -- (783) -- -- (6,119) (6,079) (3,486) (3,330) (3,692) (5,284) (1,377) (8,185) (2,820) (1,908) (2,404) (762) (350) (42) -- (1,226) (129) -- -- -- (57,265) (23,576) (24,476) (9,415) (6,088) - ---------- ---------- ---------- ---------- ---------- (73,032) (32,427) (38,384) (16,505) (12,644) - ---------- ---------- ---------- ---------- ---------- 12,934 7,332 4,908 4,930 6,468 4,177 1,307 9,021 3,692 2,840 (7,234) (7,386) (10,124) (13,973) (15,607) -- -- 7,777 -- -- 971 -- 77,909 -- -- - ---------- ---------- ---------- ---------- ---------- 10,848 1,253 89,491 (5,351) (6,299) - ---------- ---------- ---------- ---------- ---------- 3,888 1,911 3,038 1,538 649 2,524 838 398 55 2 (2,933) (3,457) (959) (88) (14) -- -- 1,600 -- -- 777 -- 40,562 -- -- - ---------- ---------- ---------- ---------- ---------- 4,256 (708) 44,639 1,505 637 - ---------- ---------- ---------- ---------- ---------- 7,719 1,201 -- -- -- 1,292 150 -- -- -- (1,596) (605) (1) -- -- -- -- 2,261 -- -- - ---------- ---------- ---------- ---------- ---------- 7,415 746 2,260 -- -- - ---------- ---------- ---------- ---------- ---------- -- -- 18,848 -- -- -- -- 783 -- -- -- -- (20,708) -- -- -- -- 42,631 -- -- 305 -- 4,589 -- -- - ---------- ---------- ---------- ---------- ---------- 305 -- 46,143 -- -- - ---------- ---------- ---------- ---------- ---------- 93,503 31,895 41,615 74,157 57,953 20,989 3,772 27,497 12,490 9,563 (93,006) (113,948) (49,275) (124,078) (75,558) -- -- 14,572 -- -- -- -- -- -- -- 39,223 -- 226,479 -- -- - ---------- ---------- ---------- ---------- ---------- 60,709 (78,281) 260,888 (37,431) (8,042) - ---------- ---------- ---------- ---------- ---------- 83,533 (76,990) 443,421 (41,277) (13,704) - ---------- ---------- ---------- ---------- ---------- 2,870 (73,496) 372,820 (15,393) (12,606) 308,920 382,416 219,781 235,174 247,780 ========== ========== ========== ========== ========== $ 311,790 $ 308,920 $ 592,601 $ 219,781 $ 235,174 ========== ========== ========== ========== ========== $ (291) $ 139 $ 418 $ 408 $ 368 ========== ========== ========== ========== ========== FIRST AMERICAN FUNDS ANNUAL REPORT 2001 71) FINANCIAL HIGHLIGHTS For a share outstanding throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ----------- ------------- ------------ ---------- ------------- LARGE CAP GROWTH FUND Class A 2001(4) $ 21.55 $ (0.04) $ (10.11) $ -- $ (2.07) 2000 19.75 (0.09) 4.87 -- (2.98) 1999 16.25 0.02 5.39 (0.03) (1.88) 1998 17.63 0.09 (0.02) (0.09) (1.36) 1997 13.63 0.09 4.28 (0.10) (0.27) Class B 2001(4) $ 20.93 $ (0.14) $ (9.76) $ -- $ (2.07) 2000 19.38 (0.22) 4.75 -- (2.98) 1999 16.06 0.07 5.13 -- (1.88) 1998 17.47 0.03 (0.05) (0.03) (1.36) 1997 13.57 0.01 4.18 (0.02) (0.27) Class C 2001(4) $ 21.30 $ (0.14) $ (9.95) $ -- $ (2.07) 2000 19.67 (0.09) 4.70 -- (2.98) 1999(2) 18.56 0.01 1.11 (0.01) -- Class S 2001(3)(4) $ 9.07 $ -- $ 0.26 $ -- $ -- Class Y 2001(4) $ 21.73 $ (0.01) $ (10.21) $ -- $ (2.07) 2000 19.84 (0.04) 4.91 -- (2.98) 1999 16.30 0.02 5.46 (0.06) (1.88) 1998 17.64 0.13 0.02 (0.13) (1.36) 1997 13.66 0.12 4.26 (0.13) (0.27) - ------- -------- ------- -------- ------- ------- LARGE CAP VALUE FUND Class A 2001(4) $ 20.59 $ 0.16 $ (2.67) $ (0.16) $ (1.94) 2000 23.12 0.17 0.22 (0.17) (2.75) 1999 22.39 0.19 4.44 (0.20) (3.70) 1998 28.74 0.29 (2.59) (0.29) (3.76) 1997 22.59 0.33 7.90 (0.32) (1.76) Class B 2001(4) $ 20.30 $ 0.02 $ (2.63) $ (0.04) $ (1.94) 2000 22.87 0.05 0.18 (0.05) (2.75) 1999 22.21 0.07 4.36 (0.07) (3.70) 1998 28.55 0.13 (2.58) (0.13) (3.76) 1997 22.50 0.18 7.81 (0.18) (1.76) Class C 2001(4) $ 20.51 $ 0.02 $ (2.65) $ (0.04) $ (1.94) 2000 23.09 0.06 0.17 (0.06) (2.75) 1999(2) 22.79 0.08 0.30 (0.08) -- Class S 2001(3)(4) $ 15.32 $ -- $ 0.65 $ -- $ -- Class Y 2001(4) $ 20.64 $ 0.21 $ (2.68) $ (0.21) $ (1.94) 2000 23.17 0.23 0.21 (0.22) (2.75) 1999 22.42 0.25 4.46 (0.26) (3.70) 1998 28.75 0.35 (2.57) (0.35) (3.76) 1997 22.60 0.39 7.90 (0.38) (1.76) - ------- -------- ------- -------- ------- ------- (1)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (2)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (3)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (4)Per share data calculated using average shares outstanding method. The accompanying notes are an integral part of the financial statements. (72 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (1) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ----------- ----------- ------------ ----------- ------------- ----------- ---------------- --------- $ 9.33 (51.45)% $ 85,443 1.05% (0.32)% 1.14% (0.41)% 77% 21.55 25.74 208,556 1.05 (0.45) 1.14 (0.54) 47 19.75 36.00 168,153 1.05 (0.05) 1.14 (0.14) 57 16.25 0.61 140,948 1.05 0.56 1.11 0.50 38 17.63 32.69 12,017 1.05 0.57 1.14 0.48 34 $ 8.96 (51.79)% $ 17,976 1.80% (1.06)% 1.89% (1.15)% 77% 20.93 24.84 36,272 1.80 (1.20) 1.89 (1.29) 47 19.38 34.99 19,011 1.80 (0.83) 1.89 (0.92) 57 16.06 0.09 11,177 1.80 (0.20) 1.86 (0.26) 38 17.47 31.42 9,487 1.80 (0.18) 1.89 (0.27) 34 $ 9.14 (51.78)% $ 13,177 1.80% (1.04)% 1.89% (1.13)% 77% 21.30 24.89 17,538 1.80 (1.20) 1.89 (1.29) 47 19.67 6.04 962 1.80 (1.09) 1.89 (1.18) 57 $ 9.33 2.87% $ -- 0.00% 0.00% 0.00% 0.00% 77% $ 9.44 (51.31)% $ 594,163 0.80% (0.06)% 0.89% (0.15)% 77% 21.73 26.13 1,112,122 0.80 (0.20) 0.89 (0.29) 47 19.84 36.36 854,819 0.80 0.20 0.89 0.11 57 16.30 1.07 680,143 0.80 0.82 0.86 0.76 38 17.64 32.75 681,151 0.80 0.77 0.89 0.68 34 ------- ------ ---------- ---- ----- ---- ----- -- $ 15.98 (13.72)% $ 94,064 1.05% 0.88% 1.15% 0.78% 64% 20.59 0.92 138,146 1.05 (0.45) 1.13 (0.53) 68 23.12 21.93 177,251 1.05 0.82 1.15 0.72 61 22.39 (8.77) 170,529 1.05 1.21 1.13 1.13 74 28.74 38.82 50,381 1.05 1.14 1.14 1.05 57 $ 15.71 (14.42)% $ 38,108 1.80% 0.13% 1.90% 0.03% 64% 20.30 0.17 49,662 1.80 (1.20) 1.88 (1.28) 68 22.87 21.07 61,711 1.80 0.07 1.90 (0.03) 61 22.21 (9.37) 56,259 1.80 0.41 1.88 0.33 74 28.55 37.71 53,420 1.80 0.39 1.89 0.30 57 $ 15.90 (14.36)% $ 10,141 1.80% 0.12% 1.90% 0.02% 64% 20.51 0.17 6,551 1.80 (1.20) 1.88 (1.28) 68 23.09 1.65 1,398 1.80 0.00 1.90 (0.10) 61 $ 15.97 4.24% $ -- 0.00% 0.00% 0.00% 0.00% 64% $ 16.02 (13.53)% $ 970,190 0.80% 1.13% 0.90% 1.03% 64% 20.64 1.17 1,186,787 0.80 (0.20) 0.88 (0.28) 68 23.17 22.28 1,343,207 0.80 1.07 0.90 0.97 61 22.42 (8.47) 1,253,845 0.80 1.40 0.88 1.32 74 28.75 39.13 1,095,262 0.80 1.39 0.89 1.30 57 ------- ------ ---------- ---- ----- ---- ----- -- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 73) FINANCIAL HIGHLIGHTS For a share outstanding throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ---------- ------------- ------------ ---------- ------------- LARGE CAP CORE FUND(7) Class A 2001(1)(2) $ 43.33 $ (0.01) $ (14.00) $ -- $ (4.88) 2000(2) 37.96 (0.15) 7.55 -- (2.03) 1999(2) 35.72 (0.12) 6.42 (0.02) (4.04) 1998(2) 35.27 (0.02) 5.66 (0.02) (5.17) 1997 30.32 (0.05) 6.30 -- (1.30) Class B 2001(1)(2) $ 42.80 $ (0.22) $ (13.76) $ -- $ (4.88) 2000(2) 37.78 (0.47) 7.52 -- (2.03) 1999(2)(3) 36.92 (0.29) 1.15 -- -- Class C 2001(2)(4) $ 23.75 $ -- $ 0.69 $ -- $ -- Class S 2001(2)(5) $ 35.53 $ (0.01) $ (11.07) $ -- $ -- Class Y 2001(1)(2) $ 44.00 $ 0.06 $ (14.25) $ -- $ (4.88) 2000(2) 38.42 (0.04) 7.65 -- (2.03) 1999(2) 36.05 (0.02) 6.47 (0.04) (4.04) 1998(2) 35.48 0.07 5.70 (0.03) (5.17) 1997 30.43 0.04 6.31 -- (1.30) - ------- -------- ------- -------- ------- -------- GROWTH & INCOME FUND(8) Class A 2001(1)(2) $ 47.40 $ 0.12 $ (11.48) $ (0.12) $ (4.76) 2000(2) 46.06 0.14 5.21 (0.11) (3.90) 1999 44.41 0.29 4.92 (0.35) (3.21) 1998 39.24 0.36 6.55 (0.35) (1.39) 1997 33.07 0.37 8.92 (0.39) (2.73) Class B 2001(1) $ 47.12 $ 0.01 $ (11.50) $ (0.01) $ (4.76) 2000(2) 46.03 (0.22) 5.21 -- (3.90) 1999(2)(3) 44.64 0.02 1.40 (0.03) -- Class C 2001(2)(4) $ 29.98 $ -- $ 1.19 $ -- $ -- Class S 2001(2)(5) $ 40.86 $ 0.10 $ (9.68) $ (0.14) $ -- Class Y 2001(1)(2) $ 47.47 $ 0.20 $ (11.49) $ (0.21) $ (4.76) 2000(2) 46.12 0.26 5.21 (0.22) (3.90) 1999 44.46 0.41 4.92 (0.46) (3.21) 1998 39.28 0.47 6.55 (0.45) (1.39) 1997 33.08 0.46 8.94 (0.47) (2.73) - ------- -------- ------- -------- ------- -------- (1)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Class B shares have been offered since March 1, 1999. All ratios for the period have been annualized, except total return. (4)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (5)Class S shares have been offered since November 27, 2000. All ratios for the period have been annualized, except total return. (6)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (7)The financial highlights for the Large Cap Core Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Core Equity Fund. The assets of the Firstar Fund were acquired by the First American Large Cap Core Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Large Cap Core Fund were exchanged for Class A shares of the First American Large Cap Core Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. (8)The financial highlights for the Growth and Income Fund as set forth herein include the historical financial highlights of the Firstar Growth and Income Fund. The assets of the Firstar Fund were acquired by the First American Growth and Income Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Growth and Income Fund were exchanged for Class A shares of the First American Growth and Income Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. The accompanying notes are an integral part of the financial statements. (74 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (6) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------- ------------ ------------ ----------- ------------- ----------- ----------------- --------- $ 24.44 (35.83)% $ 34,330 1.20% (0.04)% 1.24% (0.08)% 40% 43.33 19.92 51,232 1.20 (0.35) 1.21 (0.36) 60 37.96 17.92 47,238 1.19 (0.31) 1.20 (0.32) 59 35.72 18.58 38,213 1.14 (0.05) 1.21 (0.12) 52 35.27 21.30 25,043 1.14 (0.16) 1.21 (0.23) 62 $ 23.94 (36.28)% $ 2,954 1.93% (0.79)% 1.97% (0.83)% 40% 42.80 19.06 1,483 1.95 (1.10) 1.96 (1.11) 60 37.78 2.33 722 1.96 (1.17) 1.97 (1.18) 59 $ 24.44 2.95% $ -- 0.00% 0.00% 0.00% 0.00% 40% $ 24.45 (31.16)% $ 2,802 1.18% (0.03)% 1.22% (0.07)% 40% $ 24.93 (35.70)% $316,213 0.94% 0.20% 0.98% 0.16% 40% 44.00 20.24 339,166 0.95 (0.10) 0.96 (0.11) 60 38.42 18.18 306,832 0.94 (0.06) 0.95 (0.07) 59 36.05 18.89 197,798 0.89 0.20 0.96 0.13 52 35.48 21.56 181,650 0.89 0.09 0.96 0.02 62 -------- ------ -------- ---- ----- ---- ----- -- $ 31.16 (26.33)% $150,323 1.19% 0.35% 1.22% 0.32% 51% 47.40 12.54 183,049 1.19 0.31 1.20 0.30 89 46.06 11.78 194,089 1.17 0.74 1.18 0.73 62 44.41 18.08 190,331 1.12 0.86 1.19 0.79 49 39.24 30.47 128,070 1.12 1.09 1.19 1.02 31 $ 30.86 (26.79)% $ 11,613 1.93% (0.43)% 1.96% (0.46)% 51% 47.12 11.69 3,718 1.94 (0.44) 1.95 (0.45) 89 46.03 3.19 1,550 1.94 0.05 1.94 0.05 62 $ 31.17 3.94% $ -- 0.00% 0.00% 0.00% 0.00% 51% $ 31.14 (23.50)% $ 44,821 1.17% 0.31% 1.20% 0.28% 51% $ 31.21 (26.15)% $497,781 0.93% 0.59% 0.96% 0.56% 51% 47.47 12.83 524,828 0.94 0.56 0.95 0.55 89 46.12 12.04 531,257 0.92 0.99 0.93 0.98 62 44.46 18.35 474,603 0.87 1.11 0.94 1.04 49 39.28 30.83 366,020 0.87 1.34 0.94 1.27 31 -------- ------ -------- ---- ----- ---- ----- -- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 75) FINANCIAL HIGHLIGHTS For a share outstanding throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ---------- ------------- ------------ ---------- ------------- RELATIVE VALUE FUND(8) Class A 2001(1)(10) $ 28.87 $ 0.21 $ (4.55) $ (0.23) $ (0.21) 2000(2) 29.10 0.20 (0.22) (0.21) -- 1999 26.26 0.10 3.01 (0.16) (0.11) 1998 23.48 0.11 3.66 (0.17) (0.82) 1997(3) 19.03 0.67 4.45 (0.28) (0.39) Class B 2001(1)(10) $ 28.78 $ 0.04 $ (4.54) $ (0.06) $ (0.21) 2000(2) 29.09 0.20 (0.30) (0.21) -- 1999 26.28 0.16 2.94 (0.18) (0.11) 1998(12) 26.01 0.14 0.24 (0.11) -- Class C 2001(4)(10) $ 23.27 $ -- $ 0.82 $ -- $ -- Class S 2001(5)(10) $ 28.11 $ 0.19 $ (3.99) $ (0.25) $ -- Class Y 2001(1)(10) $ 28.91 $ 0.27 $ (4.56) $ (0.29) $ (0.21) 2000(2) 29.12 0.26 (0.19) (0.28) -- 1999 26.27 0.23 2.96 (0.23) (0.11) 1998 23.49 0.18 3.65 (0.23) (0.82) 1997(3) 22.67 0.08 0.81 (0.07) -- - ------- -------- ------- -------- ------- ------- CAPITAL GROWTH FUND(9) Class A 2001(1)(10) $ 25.92 $ (0.09) $ (10.44) $ -- $ (0.71) 2000(2)(11) 26.95 (0.03) (1.00) -- -- Class B 2001(1)(10) $ 25.92 $ (0.21) $ (10.41) $ -- $ (0.71) 2000(2) 23.89 (0.10) 2.13 -- -- 1999 19.52 (0.04) 4.88 (0.02) (0.45) 1998 17.17 0.02 3.32 (0.03) (0.96) 1997 15.17 0.19 2.97 (0.14) (1.02) Class C 2001(4) $ 14.32 $ -- $ 0.36 $ -- $ -- Class S 2001(6) $ 24.01 $ (0.08) $ (9.24) $ -- $ -- Class Y 2001(1) $ 26.01 $ (0.05) $ (10.48) $ -- $ (0.71) 2000(2) 23.90 (0.03) 2.14 -- -- 1999 19.51 0.07 4.83 (0.06) (0.45) 1998 17.18 0.06 3.30 (0.07) (0.96) 1997 16.46 0.03 0.73 (0.04) -- - ------- -------- ------- -------- ------- ------- (1)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. All ratios for the period have been annualized, except total return. (2)Effective in 2000, the Fund's fiscal year end was changed from November 30 to October 31. (3)Commenced operations on August 18, 1997. All ratios for the period have been annualized, except total return. (4)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (5)Class S shares have been offered since November 27, 2000. All ratios for the period have been annualized, except total return. (6)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (7)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (8)The financial highlights for the Relative Value Fund as set forth herein include the historical financial highlights of the Firstar Relative Value Fund. The assets of the Firstar Fund were acquired by the First American Relative Value Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Relative Value Fund were exchanged for Class A shares of the First American Relative Value Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. (9)The financial highlights for the Capital Growth Fund as set forth herein include the historical financial highlights of the Firstar Large Cap Growth Fund. The assets of the Firstar Fund were acquired by the First American Capital Growth Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Large Cap Growth Fund were exchanged for Class A shares of the First American Capital Growth Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. (10)Per share data calculated using average shares outstanding method. (11)Class A shares have been offered since March 31, 2000. All ratios for the period have been annualized, except total return. (12)Class B shares have been offered since March 31, 1998. All ratios for the period have been annualized, except total return. The accompanying notes are an integral part of the financial statements. (76 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (7) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------- ------------ ------------ ----------- ------------- ----------- ----------------- ---------- $ 24.09 (15.16)% $ 33,288 1.22% 0.84% 1.23% 0.83% 4% 28.87 (0.07) 42,853 1.36 0.75 1.46 0.65 7 29.10 11.89 54,825 1.30 0.52 1.46 0.36 11 26.26 16.67 50,925 1.29 0.70 1.49 0.50 26 23.48 27.69 37,748 1.01 1.40 1.21 1.20 18 $ 24.01 (15.72)% $ 12,081 1.91% 0.16% 1.92% 0.15% 4% 28.78 (0.35) 15,537 1.36 0.75 1.46 0.65 7 29.09 11.84 14,278 1.30 0.57 1.46 0.41 11 26.28 1.50 7,847 1.04 0.95 1.24 0.75 26 $ 24.09 3.57% $ -- 0.00% 0.00% 0.00% 0.00% 4% $ 24.06 (13.53)% $ 34,004 1.20% 0.92% 1.21% 0.91% 4% $ 24.12 (14.95)% $344,495 0.97% 1.09% 0.98% 1.08% 4% 28.91 0.25 467,711 1.11 1.00 1.21 0.90 7 29.12 12.20 466,203 1.05 0.77 1.21 0.61 11 26.27 16.95 386,405 1.04 0.95 1.24 0.75 26 23.49 3.93 312,056 1.00 1.35 1.20 1.15 18 -------- ------ -------- ---- ----- ---- ----- -- $ 14.68 (41.57)% $ 8,598 1.39% (0.55)% 1.56% (0.72)% 38% 25.92 (3.82) 1,177 1.40 (0.75) 1.49 (0.84) 35 $ 14.59 (41.97)% $ 46,103 2.07% (1.19)% 2.19% (1.31)% 38% 25.92 8.50 100,689 1.38 (0.40) 1.48 (0.50) 35 23.89 25.26 90,468 1.36 (0.08) 1.52 (0.24) 28 19.52 20.76 66,478 1.34 0.12 1.54 (0.08) 48 17.17 22.65 45,025 1.09 0.86 1.29 0.66 60 $ 14.68 2.58% $ -- 0.00% 0.00% 0.00% 0.00% 38% $ 14.69 (38.82)% $ 11,881 1.39% (0.55)% 1.60% (0.76)% 38% $ 14.77 (41.46)% $131,961 1.14% (0.27)% 1.26% (0.39)% 38% 26.01 8.83 239,576 1.13 (0.15) 1.23 (0.25) 35 23.90 25.61 186,177 1.11 0.17 1.27 0.01 28 19.51 20.91 121,475 1.09 0.37 1.29 0.17 48 17.18 4.59 109,087 1.06 0.68 1.26 0.48 60 -------- ------ -------- ---- ----- ---- ----- -- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 77) FINANCIAL HIGHLIGHTS For a share outstanding throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ---------- ------------- ------------ ---------- ------------- EQUITY INCOME FUND Class A 2001(2) $ 16.29 $ 0.29 $ (0.74) $ (0.32) $ (3.39) 2000 15.94 0.28 1.45 (0.28) (1.10) 1999 15.70 0.36 1.15 (0.37) (0.90) 1998 15.69 0.41 0.86 (0.41) (0.85) 1997 12.65 0.40 3.40 (0.41) (0.35) Class B 2001(2) $ 16.24 $ 0.18 $ (0.75) $ (0.21) $ (3.39) 2000 15.90 0.18 1.44 (0.18) (1.10) 1999 15.65 0.24 1.16 (0.25) (0.90) 1998 15.62 0.30 0.87 (0.29) (0.85) 1997 12.61 0.29 3.37 (0.30) (0.35) Class C 2001(2) $ 16.28 $ 0.18 $ (0.76) $ (0.22) $ (3.39) 2000 15.93 0.19 1.44 (0.18) (1.10) 1999(1) 16.62 0.21 (0.70) (0.20) -- Class S 2001(2)(3) $ 11.57 $ 0.01 $ 0.54 $ -- $ -- Class Y 2001(2) $ 16.37 $ 0.33 $ (0.76) $ (0.35) $ (3.39) 2000 16.00 0.32 1.47 (0.32) (1.10) 1999 15.74 0.40 1.17 (0.41) (0.90) 1998 15.70 0.46 0.88 (0.45) (0.85) 1997 12.66 0.43 3.40 (0.44) (0.35) - ------- -------- ------- ------- ------- ------- BALANCED FUND (9) Class A 2001(2)(5) $ 13.83 $ 0.18 $ (2.24) $ (0.20) $ (2.07) 2000 12.39 0.23 2.12 (0.22) (0.69) 1999 12.30 0.20 0.49 (0.20) (0.40) 1998 12.57 0.23 0.77 (0.24) (1.03) 1997 11.54 0.24 1.73 (0.24) (0.70) Class B 2001(2)(5) $ 13.75 $ 0.17 $ (2.29) $ (0.13) $ (2.06) 2000 12.33 0.13 2.11 (0.14) (0.68) 1999(4) 12.37 0.07 (0.04) (0.07) -- Class C 2001(2)(7) $ 9.29 $ -- $ 0.20 $ -- $ -- Class S 2001(2)(6) $ 11.27 $ 0.18 $ (1.74) $ (0.21) $ -- Class Y 2001(2)(5) $ 13.87 $ 0.16 $ (2.20) $ (0.23) $ (2.07) 2000 12.43 0.26 2.13 (0.26) (0.69) 1999 12.32 0.24 0.49 (0.23) (0.39) 1998 12.59 0.26 0.77 (0.27) (1.03) 1997 11.55 0.27 1.73 (0.27) (0.69) - ------- -------- ------- ------- ------- ------- (1)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (2)Per share data calculated using average shares outstanding method. (3)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (4)Class B shares have been offered since March 1, 1999. (5)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. (6)Class S shares have been offered since November 27, 2000. All ratios for the period have been annualized, except total return. (7)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (8)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (9)The financial highlights for the Balanced Fund as set forth herein include the historical financial highlights of the Firstar Balanced Growth Fund. The assets of the Firstar Fund were acquired by the First American Balanced Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Balanced Growth Fund were exchanged for Class A shares of the First American Balanced Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. Historical per-share amounts have been adjusted to reflect the conversion ratios utilized for the merger of the Balanced Fund and Firstar Balanced Growth Fund. Firstar Balanced Growth Fund is the accounting survivor. The accompanying notes are an integral part of the financial statements. (78 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME TO NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (8) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------- ----------- ------------ ----------- ------------ ----------- ----------------- ---------- $ 12.13 (3.89)% $ 24,557 1.00% 1.97% 1.15% 1.82% 33% 16.29 11.11 20,607 1.00 1.69 1.14 1.55 36 15.94 9.74 18,970 1.00 2.01 1.13 1.88 35 15.70 8.38 11,018 1.00 2.58 1.12 2.46 14 15.69 31.16 7,276 1.00 2.96 1.17 2.79 39 $ 12.07 (4.64)% $ 11,516 1.75% 1.20% 1.90% 1.05% 33% 16.24 10.35 10,366 1.75 0.95 1.89 0.81 36 15.90 9.10 10,971 1.75 1.34 1.88 1.21 35 15.65 7.77 8,570 1.75 1.81 1.87 1.69 14 15.62 30.06 6,619 1.75 2.19 1.92 2.02 39 $ 12.09 (4.74)% $ 8,028 1.75% 1.20% 1.90% 1.05% 33% 16.28 10.41 2,511 1.75 0.88 1.89 0.74 36 15.93 (3.02) 1,700 1.76 0.65 1.88 0.53 35 $ 12.12 4.75% $ 328 1.23% 4.08% 1.42% 3.89% 33% $ 12.20 (3.71)% $267,361 0.75% 2.21% 0.90% 2.06% 33% 16.37 11.46 275,436 0.75 1.99 0.89 1.85 36 16.00 10.10 350,775 0.75 2.38 0.88 2.25 35 15.74 8.85 359,588 0.75 2.81 0.87 2.69 14 15.70 31.45 369,919 0.75 3.12 0.92 2.95 39 -------- ------ -------- ---- ---- ---- ---- -- $ 9.50 (17.03)% $127,590 1.22% 1.96% 1.28% 1.90% 54% 13.83 19.46 54,380 1.22 1.66 1.28 1.60 79 12.39 5.56 53,807 1.18 1.59 1.25 1.52 69 12.30 8.60 59,657 1.00 1.91 1.24 1.67 56 12.57 18.07 44,026 1.00 2.06 1.25 1.81 70 $ 9.44 (17.64)% $ 47,150 1.93% 1.22% 1.99% 1.16% 54% 13.75 18.77 2,243 1.97 0.91 2.03 0.85 79 12.33 0.25 630 1.97 0.87 2.03 0.81 69 $ 9.49 2.15% $ 2,351 0.94% 2.20% 0.94% 2.20% 54% $ 9.50 (14.03)% $ 39,527 1.22% 1.94% 1.28% 1.88% 54% $ 9.53 (16.84)% $375,983 0.97% 2.21% 1.04% 2.14% 54% 13.87 19.94 163,158 0.97 1.91 1.03 1.85 79 12.43 5.87 180,737 0.93 1.84 1.00 1.77 69 12.32 8.83 188,123 0.75 2.16 0.99 1.92 56 12.59 18.39 164,382 0.75 2.31 1.00 2.06 70 -------- ------ -------- ---- ---- ---- ---- -- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 79) STATEMENTS OF NET ASSETS September 30, 2001 MID CAP GROWTH FUND DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------- COMMON STOCKS - 93.1% CONSUMER DISCRETIONARY - 18.3% American Eagle Outfitters* 119,050 $ 2,369 Autonation* 134,000 1,178 Barnes & Noble* 85,100 3,072 Bed Bath & Beyond* 138,550 3,528 Best Buy* 108,650 4,938 BJ's Wholesale Club* 55,600 2,647 D.R. Horton 83,650 1,745 Dardeen Restaurants 63,150 1,658 Entercom Communications* 49,650 1,688 Family Dollar Stores 157,500 4,334 Harley-Davidson 38,200 1,547 Harrahs Entertainment* 114,000 3,079 Hasbro 81,700 1,144 J.C. Penney 186,100 4,076 Johnson Controls 23,150 1,510 Krispy Kreme Doughnuts* 71,200 2,108 Mohawk Industries* 47,800 1,757 Office Depot* 176,500 2,400 Park Place Entertainment* 206,750 1,516 Radio One, Cl D* 145,100 1,674 Reebok International* 164,600 3,407 Ross Stores 91,550 2,678 Starbucks* 127,850 1,910 Toys "R" Us* 119,850 2,065 USA Networks* 117,600 2,115 Westwood One* 90,200 2,007 -------- 62,150 -------- CONSUMER STAPLES - 1.1% Constellation Brands, Cl A* 29,000 1,208 Rite Aid* 328,900 2,539 -------- 3,747 -------- ENERGY - 1.8% Nabors Industries* 105,150 2,205 Patterson-Uti Energy 131,950 1,631 Valero Energy 64,900 2,278 -------- 6,114 -------- FINANCIALS - 9.2% Ambac Financial Group 33,150 1,814 AmeriCredit* 50,900 1,610 Arthur J. Gallagher 29,800 987 Commerce Bancorp NJ 21,400 1,455 Conseco* 214,100 1,554 Dime Bancorp* 226,300 57 Eaton Vance 64,850 2,033 Host Marriott 179,700 1,267 Huntington Bancshares 96,250 1,666 Instinet Group* 189,500 1,855 Investors Financial Services 19,150 1,104 Metris Companies 62,500 1,547 North Fork Bancorp 40,200 1,196 Sovereign Bancorp 186,900 1,776 Stilwell Financial 87,100 1,698 TCF Financial 130,650 6,018 XL Capital LTD, Cl A 20,600 1,627 Zions Bancorporation 38,400 2,061 -------- 31,325 -------- MID CAP GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------- HEALTHCARE - 26.3% Andrx Group* 47,150 $ 3,061 Applera 94,850 2,314 Biomet 122,400 3,580 Caremark Rx* 95,500 1,593 Cephalon* 37,150 1,853 CYTYC* 66,600 1,786 Enzon* 14,800 755 First Health Group* 207,800 6,105 Forest Laboratories, Cl A* 30,400 2,193 Genzyme* 95,600 4,342 Gilead Sciences* 53,500 3,005 Guidant* 154,750 5,958 Health Management Associates, Cl A* 256,650 5,328 HealthSouth* 155,550 2,529 Human Genome Sciences* 52,900 1,635 IDEC Pharmaceuticals* 81,750 4,052 Invitrogen* 30,600 2,012 IVAX* 99,300 2,202 King Pharmaceuticals* 73,598 3,087 Lincare Holdings* 63,150 1,678 Manor Care* 126,700 3,560 Medimmune* 69,550 2,478 Millennium Pharmaceuticals* 101,250 1,798 Omnicare 64,200 1,431 Patterson Dental* 74,150 2,733 Protein Design Labs* 78,050 3,686 Quest Diagnostics* 33,150 2,045 St. Jude Medical* 44,150 3,022 Stryker 59,200 3,132 Teva Pharmaceutical, ADR 50,950 3,080 Watson Pharmaceuticals* 60,700 3,321 -------- 89,354 -------- INDUSTRIALS - 7.7% Allied Waste Industries* 172,750 2,203 Apollo Group* 63,950 2,688 Bisys Group* 51,700 2,741 Cendant* 221,100 2,830 Certegy* 54,475 1,414 ChoicePoint* 46,350 1,930 CSX 63,100 1,988 Equifax 104,300 2,284 Fiserv* 98,850 3,381 Precision Castparts 84,700 1,880 Skywest 51,900 868 Valassis Communication* 56,800 1,813 -------- 26,020 -------- INFORMATION TECHNOLOGY - 24.0% Advanced Fibre Communications* 72,350 1,057 Affiliated Computer Services, Cl A* 25,050 2,039 Agere Systems* 729,150 3,011 Altera* 173,650 2,844 Amdocs* 41,000 1,093 Amphenol, Cl A 31,350 1,089 Applied Micro Circuits* 295,150 2,063 Arrow Electronics* 46,000 960 Autodesk 57,800 1,853 AVX 90,350 1,470 Axcelis Technologies* 170,800 1,614 BMC Software* 119,950 1,523 Broadcom* 94,450 1,917 The accompanying notes are an integral part of the financial statements. (80 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MID CAP GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ---------------------------------------------------------------------- Cadence Design Systems* 91,300 $ 1,520 Conexant Systems* 209,650 1,740 Cree* 92,450 1,366 Earthlink* 230,100 3,504 Intersil* 84,700 2,365 KLA-Tencor* 80,100 2,530 Lam Research* 56,400 956 Lexmark International Group, Cl A* 44,950 2,010 Marvell Technology Group* 97,150 1,394 McDATA, Cl A* 173,850 1,459 Microchip Technologies* 68,150 1,826 National Semiconductor* 99,200 2,187 Novellus Systems* 86,050 2,458 Nvidia* 53,450 1,468 Openwave Systems* 164,850 2,102 PeopleSoft* 53,850 971 Peregrine Systems* 128,250 1,620 Powerwave Technologies* 221,850 2,645 Rational Software* 158,950 1,377 RF Micro Devices* 157,450 2,615 Sanmina* 144,300 1,960 SunGard Data Systems* 250,650 5,858 Synopsys* 65,800 2,639 Thermo Electron* 113,400 2,047 UTStarcom* 153,750 2,499 VeriSign* 46,100 1,932 Vignette* 430,250 1,523 Waters* 66,850 2,391 -------- 81,494 -------- MATERIALS - 3.0% Air Products & Chemicals 58,850 2,270 Martin Marietta Materials 86,250 3,373 Packaging Corporation of America* 92,000 1,421 Pactiv* 206,500 2,992 -------- 10,056 -------- TELECOMMUNICATION SERVICES - 0.6% Triton PCS Holdings* 51,850 1,970 -------- 1,970 -------- UTILITIES - 1.1% Kinder Morgan 79,600 3,917 -------- 3,917 -------- TOTAL COMMON STOCKS 316,139 -------- RELATED PARTY MONEY MARKET FUND - 6.0% First American Prime Obligations Fund (A) 20,357,135 20,357 -------- TOTAL RELATED PARTY MONEY MARKET FUND 20,357 -------- TOTAL INVESTMENTS - 99.1% (Cost $395,914) 336,504 -------- OTHER ASSETS AND LIABILITIES, NET - 0.9% (E) 3,131 -------- MID CAP GROWTH FUND (CONCLUDED) DESCRIPTION VALUE (000) - ---------------------------------------------------------------------- NET ASSETS: Portfolio capital $527,039 Accumulated net realized loss on investments (127,994) Net unrealized depreciation of investments (59,410) -------- TOTAL NET ASSETS - 100.0% $339,635 -------- CLASS A: Net asset value and redemption price per share (net assets of $102,836,791 and 18,256,764 shares of capital stock issued and outstanding) (F) $ 5.63 Maximum sales charge of 5.50% 0.33 -------- Offering price per share (B) $ 5.96 -------- CLASS B: Net asset value and offering price per share (net assets of $3,518,344 and 650,555 shares of capital stock issued and outstanding) (C)(F) $ 5.41 -------- CLASS C: Net asset value per share (net assets of $6,245,581 and 1,144,880 shares of capital stock issued and outstanding) (C)(F) $ 5.46 Maximum sales charge of 1.00% 0.07 -------- Offering price per share (D) $ 5.52 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $10 and 2 shares of capital stock issued and outstanding) (F) $ 5.63 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $227,034,638 and 39,244,797 shares of capital stock issued and outstanding) (F) $ 5.79 -------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 137,389 Payable upon return of securities loaned $(137,389) (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 81) STATEMENTS OF NET ASSETS September 30, 2001 MID CAP VALUE FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- COMMON STOCKS - 96.2% CONSUMER DISCRETIONARY - 12.7% Autoliv 91,000 $ 1,432 Autozone* 71,000 3,682 Charter Communications* 85,400 1,057 Delphi Automotive Systems 251,700 2,957 Federated Department Stores* 113,500 3,201 Hilton Hotels 282,800 2,220 Knight Ridder 28,700 1,603 Lear* 51,900 1,402 Mattel 216,900 3,397 New York Times, Cl A 38,500 1,503 Nike, Cl B 90,100 4,218 Office Depot* 285,500 3,883 Park Place Entertainment* 233,300 1,710 The Stanley Works 43,600 1,594 Tricon Global Restaurants* 79,100 3,102 Venator Group* 236,200 3,602 ------- 40,563 ------- CONSUMER STAPLES - 8.6% Albertson's 163,600 5,216 Archer-Daniels-Midland 245,175 3,087 Avon Products 59,000 2,729 Clorox 89,700 3,319 ConAgra Foods 111,800 2,510 Coors (Adolph) 41,000 1,845 Hershey Foods 45,000 2,942 Pepsi Bottling 65,700 3,027 Suiza Foods* 45,500 2,873 ------- 27,548 ------- ENERGY - 5.6% Apache 35,500 1,527 Equitable Resources 56,600 1,699 Kerr-McGee 56,500 2,933 National-Oilwell* 164,400 2,384 Phillips Petroleum 68,560 3,698 Smith International* 41,900 1,525 USX-Marathon 145,300 3,887 ------- 17,653 ------- FINANCIALS - 23.3% Ambac Financial Group 60,400 3,304 AmSouth Bancorp 209,400 3,784 Apartment Investment & Management 75,700 3,426 Bear Stearns 63,700 3,186 Boston Properties 88,800 3,386 City National 41,500 1,791 Comerica 67,800 3,756 Compass Bancshares 108,200 2,816 Equity Office Properties 166,600 5,331 Franklin Resources 96,400 3,342 Golden West Financial 50,600 2,940 Lincoln National 77,000 3,591 Marshall & Ilsley 67,000 3,798 MGIC Investment 36,100 2,359 National Commerce Financial 136,900 3,573 Nationwide Financial Services, Cl A 77,400 2,878 Phoenix Companies* 207,000 2,991 Progressive 26,300 3,522 Simon Property Group 126,200 3,396 MID CAP VALUE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- SouthTrust 159,500 $ 4,062 St. Paul Companies 99,000 4,081 TCF Financial 74,500 3,431 ------- 74,744 ------- HEALTH CARE - 7.3% Becton Dickinson 100,500 3,719 Boston Scientific* 133,300 2,733 Guidant* 60,100 2,314 Health Management Associates, Cl A* 124,300 2,580 Manor Care* 78,900 2,217 McKesson HBOC 88,500 3,344 Tenet Healthcare* 53,200 3,173 UnitedHealth Group 23,200 1,543 Watson Pharmaceuticals* 29,100 1,592 ------- 23,215 ------- INDUSTRIALS - 12.9% Convergys* 59,400 1,648 CSX 66,900 2,107 Deere & Company 53,600 2,016 Delta Airlines 94,300 2,485 General Dynamics 43,000 3,798 H&R Block 66,000 2,545 ITT Industries 101,000 4,525 Masco 158,100 3,232 Norfolk Southern 87,900 1,417 Northrop Grumman 33,900 3,424 Parker Hannifin 57,900 1,986 Pitney Bowes 75,900 2,899 SPX* 39,200 3,250 Swift Transportation* 92,300 1,634 Textron 35,800 1,203 York International 109,000 3,122 ------- 41,291 ------- INFORMATION TECHNOLOGY - 9.0% ADC Telecommunications* 502,900 1,755 Advanced Micro Devices* 130,200 1,061 Agere Systems* 494,700 2,043 Arrow Electronics* 60,400 1,260 Avaya* 195,300 1,933 BMC Software* 154,500 1,962 Computer Sciences* 82,800 2,746 Harris 69,900 2,224 Intuit* 115,100 4,121 Microchip Technologies* 58,600 1,570 NCR* 67,300 1,995 Novellus Systems* 32,800 937 PeopleSoft* 46,600 841 SunGard Data Systems* 109,000 2,547 Sybase* 190,300 1,770 ------- 28,765 ------- MATERIALS - 5.1% Air Products & Chemicals 57,400 2,214 Lyondell Chemical 227,400 2,604 Nucor 75,100 2,981 OM Group 32,200 1,771 Rohm & Haas 102,200 3,348 Vulcan Materials 40,000 1,728 Westvaco 71,200 1,830 ------- 16,476 ------- The accompanying notes are an integral part of the financial statements. (82 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MID CAP VALUE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- TELECOMMUNICATION SERVICES - 1.2% Centurytel 51,200 $ 1,715 United States Cellular* 48,200 2,386 -------- 4,101 -------- UTILITIES - 10.5% Cinergy 56,600 1,747 Consolidated Edison 94,600 3,852 Constellation Energy 87,600 2,120 El Paso 41,400 1,720 First Energy 90,000 3,236 FPL Group 44,100 2,362 Kinder Morgan 68,600 3,376 Mirant* 49,800 1,091 Pinnacle West 96,200 3,819 PPL 49,300 1,607 Public Service Enterprises 57,800 2,459 Reliant Resources* 91,200 1,477 Xcel Energy 170,100 4,788 -------- 33,654 -------- TOTAL COMMON STOCKS 308,010 -------- RELATED PARTY MONEY MARKET FUND - 3.7% First American Prime Obligations Fund (A) 11,821,647 11,822 -------- TOTAL RELATED PARTY MONEY MARKET FUND 11,822 -------- TOTAL INVESTMENTS - 99.9% (Cost $333,662) 319,832 -------- OTHER ASSETS AND LIABILITIES, NET - 0.1% 350 -------- MID CAP VALUE FUND (CONCLUDED) DESCRIPTION VALUE (000) - ------------------------------------------------------------------------- NET ASSETS: Portfolio capital $ 440,756 Undistributed net investment income 194 Accumulated net realized loss on investments (106,938) Net unrealized depreciation of investments (13,830) --------- TOTAL NET ASSETS - 100.0% $ 320,182 --------- CLASS A: Net asset value and redemption price per share (net assets of $13,582,984 and 988,816 shares of capital stock issued and outstanding)(E) $ 13.74 Maximum sales charge of 5.50% 0.80 --------- Offering price per share(B) $ 14.54 --------- CLASS B: Net asset value and offering price per share (net assets of $11,310,967 and 845,702 shares of capital stock issued and outstanding)(C)(E) $ 13.37 --------- CLASS C: Net asset value per share (net assets of $3,311,943 and 242,902 shares of capital stock issued and outstanding)(C)(E) $ 13.63 Maximum sales charge of 1.00% 0.14 --------- Offering price per share(D) $ 13.77 --------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $44,268 and 3,222 shares of capital stock issued and outstanding)(E) $ 13.74 --------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $291,931,685 and 21,197,518 shares of capital stock issued and outstanding)(E) $ 13.77 --------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)$.0001 par value and 2 billion authorized shares Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 83) STATEMENTS OF NET ASSETS September 30, 2001 MID CAP CORE FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- COMMON STOCKS - 91.4% CONSUMER DISCRETIONARY - 15.6% Abercrombie & Fitch* 178,200 $ 3,135 Barnes & Noble* 62,600 2,260 BJ's Wholesale Club* 90,830 4,324 Borders Group* 50,200 961 Brinker International* 68,900 1,627 Catalina Marketing, Cl C* 50,900 1,425 CDW Computer Centers* 241,630 8,742 Charter Communications* 474,660 5,876 Corinthian Colleges* 82,685 2,787 Dollar General 462,150 5,411 Entercom Communications* 40,300 1,370 Federal Signal 22,000 388 Gentex* 31,300 748 Gtech Holdings* 82,100 2,836 Insight Communications* 81,400 1,498 Jones Apparel Group* 119,400 3,044 Macrovision* 102,500 2,912 New York Times, Cl A 62,700 2,447 Scholastic* 217,535 9,463 Toys "R" Us* 383,900 6,615 USA Networks* 401,000 7,210 Westwood One* 73,900 1,644 ------- 76,723 ------- CONSUMER STAPLES - 2.2% Hormel Foods 92,500 2,185 Longs Drug Stores 32,300 879 McCormick & Company 30,975 1,419 Pepsi Americas 118,500 1,772 RJ Reynolds Tobacco Holdings 23,300 1,331 Tyson Foods, Cl A 321,775 3,224 ------ 10,810 ------ ENERGY - 3.6% Cal Dive International* 73,100 1,218 Equitable Resources 8,700 261 Hanover Compressor* 111,200 2,406 Helmerich & Payne 6,200 162 Murphy Oil 31,300 2,265 National - Oilwell* 105,200 1,525 Noble Affiliates 27,200 843 Ocean Energy 109,550 1,786 Pioneer Natural Resources* 72,200 1,027 Precision Drilling* 53,600 1,132 Talisman Energy 70,700 2,405 Ultramar Diamond Shamrock 35,200 1,688 Valero Energy 30,825 1,082 ------ 17,800 ------ FINANCIALS - 19.7% A.G. Edwards 35,500 1,246 Ambac Financial Group 204,227 11,173 American Financial Group 16,900 375 Arthur J. Gallagher 325,600 11,022 Astoria Financial 27,800 1,647 Banknorth Group 182,650 4,077 Charter One Financial 95,300 2,689 City National 20,500 885 Commercial Federal 13,400 325 Compass Bancshares 46,500 1,210 Dime Bancorp 40,900 1,608 MID CAP CORE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Dime Bancorp Warrant* 131,900 $ 33 E*Trade Group* 233,425 1,412 Eaton Vance 84,000 2,633 Everest Re Group 152,145 9,844 Fidelity National Financial 49,500 1,331 First Tennessee National* 85,350 3,158 Golden West Financial 44,300 2,574 GreenPoint Financial 64,400 2,260 Investors Financial Services 18,400 1,061 Legg Mason 26,500 1,054 M & T Bank 61,400 4,544 Marshall & Ilsley 25,400 1,440 Mercantile Bankshares 39,700 1,576 MGIC Investment 12,200 797 National Commerce Financial 127,995 3,341 North Fork Bancorp 108,175 3,217 Old Republic 353,065 9,254 Phoenix Companies* 209,950 3,034 Protective Life 97,120 2,817 SEI Investments 65,000 2,080 TCF Financial 35,700 1,644 The PMI Group 32,650 2,037 ------- 97,398 ------- HEALTH CARE - 16.7% Edwards Lifesciences* 51,400 1,151 First Health Group* 54,025 1,587 AmerisourceBergen* 30,100 2,136 Apogent Technologies* 56,725 1,356 Appria Healthcare Group* 163,750 4,241 Celgene* 76,900 2,033 Express Scripts* 108,710 6,014 Genzyme* 124,500 5,655 Gilead Sciences* 69,600 3,909 Health Management Associates, Cl A* 147,209 3,056 IDEC Pharmaceuticals* 134,900 6,687 IVAX* 281,750 6,246 King Pharmaceuticals* 97,349 4,084 Lincare Holdings* 138,120 3,670 Millennium Pharmaceuticals* 145,800 2,589 Mylan Laboratories 99,000 3,229 Omnicare 138,900 3,032 Patterson Dental* 44,200 1,629 Protein Design Labs* 22,900 1,082 Quest Diagnostics* 62,000 3,825 Renal Care Group* 70,050 2,156 Sepracor* 59,200 2,125 Trigon Healthcare* 26,600 1,742 Universal Health Services* 191,500 9,345 ------- 82,579 ------- INDUSTRIALS - 5.0% American Standard* 44,600 2,453 Apollo Group* 38,125 1,602 Bisys Group* 37,550 1,991 C.H. Robinson Worldwide* 52,950 1,533 ChoicePoint* 38,700 1,612 DST Systems* 52,350 2,264 IMS Health 70,900 1,776 Level-3 Communications* 16,100 1,408 Manpower 48,800 1,285 Pittston Brink's Group* 38,500 697 Precision Castparts 34,000 755 The accompanying notes are an integral part of the financial statements. (84 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MID CAP CORE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Rayovac* 100,200 $ 1,528 Shaw Group* 19,550 552 Skywest 96,300 1,610 SPX* 25,800 2,139 Valassis Communication* 41,500 1,324 -------- 24,529 -------- INFORMATION TECHNOLOGY - 17.3% Activision* 103,300 2,812 Adtran* 36,700 701 Affiliated Computer Services, Cl A* 50,740 4,131 Amdocs* 34,300 914 Arrow Electronics* 63,900 1,333 Ascential Software* 302,700 999 Atmel* 195,500 1,306 Avnet 69,325 1,261 Axciom* 474,600 4,461 Cadence Design System* 168,600 2,807 Compuware* 159,500 1,329 Cree* 61,700 912 Cypress Semiconductor* 96,725 1,437 Diebold 46,600 1,776 Electronic Arts* 109,600 5,005 Enterasys Networks* 95,600 617 Exar* 195,675 3,385 Harmonic Lightwaves* 113,900 923 Harris 50,900 1,620 Integrated Circuit Systems* 84,900 1,085 Integrated Device Technology* 87,550 1,762 International Rectifier* 10,000 272 Intersil* 39,700 1,108 Keane* 48,750 665 Mercury Interactive* 25,200 480 Micrel* 59,100 1,179 Microchip Technology* 82,800 2,219 Nvidia* 101,200 2,780 Plexus* 26,200 618 Polycom* 205,650 5,012 Powerwave Technologies* 36,200 432 Rational Software* 160,400 1,389 Retek* 73,600 929 RF Micro Devices* 69,600 1,155 SCI Systems* 301,900 5,434 Semtech* 42,575 1,208 SunGard Data Systems* 420,650 9,831 Symantec* 56,400 1,955 Synopsys* 49,600 1,989 Tech Data* 36,700 1,391 TriQuint Semiconductor* 119,120 1,905 Waters* 79,000 2,826 -------- 85,353 -------- MATERIALS - 1.1% Cabot 36,690 1,464 Martin Marietta Materials 31,175 1,219 Sigma-Aldrich 29,475 1,332 Vulcan Materials 29,200 1,261 -------- 5,276 -------- MID CAP CORE FUND (CONTINUED) DESCRIPTION PAR (000)/SHARES VALUE (000) - ------------------------------------------------------------------------- TELECOMMUNICATION SERVICES - 1.4% Alamosa Holdings* 68,400 $ 947 Broadwing* 170,500 2,742 Time Warner Telecommunications, Cl A* 109,100 791 Western Wireless, Cl A* 36,210 1,223 Williams Communications Group* 801,475 946 -------- 6,649 -------- UTILITIES - 8.8% AGL Resources 38,375 766 American Water Works 65,700 2,595 Calpine* 273,100 6,229 Constellation Energy Group 104,720 2,534 DPL 48,100 1,170 Dynegy 255,550 8,855 Energy East 75,400 1,516 Hawaiian Electric Industries 20,625 804 National Fuel Gas 48,600 1,119 Northeast Utilities 91,200 1,708 NSTAR 33,700 1,412 Potomac Electric Power 58,535 1,285 Public Service Company of New Mexico 25,900 653 Reliant Resources* 453,515 7,341 Scana 70,000 1,777 Teco Energy 95,800 2,596 UtiliCorp United 29,350 822 -------- 43,182 -------- TOTAL COMMON STOCKS 450,299 -------- U.S. TREASURY OBLIGATIONS - 0.3% U.S. Treasury Bill Zero Coupon, 11/08/01 $ 1,500 1,495 -------- TOTAL U.S. TREASURY OBLIGATIONS 1,495 -------- INVESTMENT COMPANIES - 4.5% Midcap SPDR TR Unit Ser 1 277,000 21,925 -------- TOTAL INVESTMENT COMPANIES 21,925 -------- RELATED PARTY MONEY MARKET FUND - 4.1% First American Prime Obligations Fund (A) 20,011,926 20,012 -------- TOTAL RELATED PARTY MONEY MARKET FUND 20,012 -------- TOTAL INVESTMENTS - 100.3% (Cost $519,095) 493,731 -------- OTHER ASSETS AND LIABILITIES, NET - (0.3%) (E) (1,247) -------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 85) STATEMENTS OF NET ASSETS September 30, 2001 MID CAP CORE FUND (CONCLUDED) DESCRIPTION VALUE (000) - ------------------------------------------------------------------------- NET ASSETS: Portfolio capital $534,322 Accumulated net investment loss (5) Accumulated net realized loss on investments (16,469) Net unrealized depreciation of investments (25,364) -------- TOTAL NET ASSETS - 100.0% $492,484 -------- CLASS A: Net asset value and redemption price per share (net assets of $82,042,954 and 2,895,811 shares of capital stock issued and outstanding)(F) $ 28.33 Maximum sales charge of 5.50% 1.65 -------- Offering price per share(B) $ 29.98 -------- CLASS B: Net asset value and offering price per share (net assets of $2,607,874 and 94,534 shares of capital stock issued and outstanding)(C)(F) $ 27.59 -------- CLASS C: Net asset value per share (net assets of $28 and 1 share of capital stock issued and outstanding)(C)(F) $ 28.33 Maximum sales charge of 1.00% 0.29 -------- Offering price per share(D) $ 28.62 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $1,483,880 and 52,458 shares of capital stock issued and outstanding)(F) $ 28.29 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $406,349,006 and 13,958,718 shares of capital stock issued and outstanding)(F) $ 29.11 -------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 133,920 Payable upon return of securities loaned $(133,920) (F)$.0001 par value and 2 billion authorized shares Cl - Class The accompanying notes are an integral part of the financial statements. (86 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 (This page has been left blank intentionally.) STATEMENTS OF OPERATIONS in thousands MID CAP MID CAP MID CAP GROWTH FUND VALUE FUND CORE FUND ----------- ----------- ---------------------- 10/1/00 10/1/00 11/1/00 11/1/99 to to to to 9/30/01 9/30/01 9/30/01 10/31/00 ----------- ----------- --------- --------- INVESTMENT INCOME: Interest $ 1,822 $ 1,002 $ 2,296 $ 1,795 Dividends 1,435 5,038 2,767 2,246 Less: Foreign taxes withheld (4) -- (2) -- Securities lending 228 106 59 64 - ------------------------------------------------------- --------- --------- --------- --------- TOTAL INVESTMENT INCOME 3,481 6,146 5,120 4,105 ======================================================= ========= ========= ========= ========= EXPENSES: Investment advisory fees 3,313 2,362 3,813 3,763 Administrator and fund accounting fees 534 380 655 616 Transfer agent fees and expenses 403 158 209 188 Custodian fees 142 101 59 100 Directors' fees 5 4 1 7 Registration fees 5 3 48 31 Professional fees 14 10 49 43 Printing 28 20 107 84 Distribution and shareholder servicing fees - Class A 428 37 229 257 Distribution and shareholder servicing fees - Class B 46 127 16 4 Shareholder servicing fees - Class S -- -- 1 -- Distribution fees - Class C 77 24 -- -- Other 5 6 4 15 - ------------------------------------------------------- --------- --------- --------- --------- TOTAL EXPENSES 5,000 3,232 5,191 5,108 ======================================================= ========= ========= ========= ========= Less: Waiver of expenses (188) (8) (116) (81) - ------------------------------------------------------- --------- --------- --------- --------- TOTAL NET EXPENSES 4,812 3,224 5,075 5,027 ======================================================= ========= ========= ========= ========= Investment income (loss) - net (1,331) 2,922 45 (922) - ------------------------------------------------------- --------- --------- --------- --------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS - NET: Net realized gain (loss) on investments (126,340) 28,350 (9,530) 217,428 Net change in unrealized appreciation or depreciation of investments (185,161) (51,162) (110,074) (27,891) - ------------------------------------------------------- --------- --------- --------- --------- NET GAIN (LOSS) ON INVESTMENTS (311,501) (22,812) (119,604) 189,537 ======================================================= ========= ========= ========= ========= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(312,832) $ (19,890) $(119,559) $ 188,615 ======================================================= ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. (88 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 STATEMENTS OF CHANGES IN NET ASSETS in thousands MID CAP MID CAP GROWTH FUND VALUE FUND ---------------------- ---------------------- 10/1/00 10/1/99 10/1/00 10/1/99 to to to to 9/30/01 9/30/00 9/30/01 9/30/00 --------- --------- --------- --------- OPERATIONS: Investment income (loss) - net $ (1,331) $ (3,191) $ 2,922 $ 2,157 Net realized gain (loss) on investments (126,340) 240,252 28,350 (37,771) Net change in unrealized appreciation or depreciation of investments (185,161) 49,305 (51,162) 72,261 - ---------------------------------------------------------------------- --------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations (312,832) 286,366 (19,890) 36,647 - ---------------------------------------------------------------------- --------- --------- --------- --------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A -- -- (95) (87) Class B -- -- (21) (18) Class C -- -- (4) (1) Class Y -- -- (2,673) (2,180) Net realized gain on investments(3): Class A (93,172) (33,787) -- -- Class B (1,853) (89) -- -- Class C (2,270) (101) -- -- Class Y (126,486) (43,422) -- -- - ---------------------------------------------------------------------- --------- --------- --------- --------- Total distributions (223,781) (77,399) (2,793) (2,286) - ---------------------------------------------------------------------- --------- --------- --------- --------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 61,110 82,148 4,892 6,834 Reinvestment of distributions 92,311 33,367 93 84 Payments for redemptions (107,971) (103,709) (4,121) (14,884) - ---------------------------------------------------------------------- --------- --------- --------- --------- Increase (decrease) in net assets from Class A transactions 45,450 11,806 864 (7,966) - ---------------------------------------------------------------------- --------- --------- --------- --------- Class B Proceeds from sales 3,176 4,213 1,758 662 Reinvestment of distributions 1,820 89 19 19 Payments for redemptions (1,406) (322) (2,202) (8,563) - ---------------------------------------------------------------------- --------- --------- --------- --------- Increase (decrease) in net assets from Class B transactions 3,598 3,980 (425) (7,882) - ---------------------------------------------------------------------- --------- --------- --------- --------- Class C Proceeds from sales 8,014 5,018 2,695 1,162 Reinvestment of distributions 2,263 102 4 1 Payments for redemptions (2,679) (166) (495) (30) - ---------------------------------------------------------------------- --------- --------- --------- --------- Increase in net assets from Class C transactions 7,598 4,954 2,204 1,133 - ---------------------------------------------------------------------- --------- --------- --------- --------- Class S(2) Proceeds from sales -- -- 43 -- Payments for redemptions -- -- -- -- - ---------------------------------------------------------------------- --------- --------- --------- --------- Increase in net assets from Class S transactions -- -- 43 -- - ---------------------------------------------------------------------- --------- --------- --------- --------- Class Y(2) Proceeds from sales 191,317 147,646 102,985 72,157 Reinvestment of distributions 96,331 32,160 1,102 1,109 Payments for redemptions (104,958) (150,018) (66,529) (134,167) - ---------------------------------------------------------------------- --------- --------- --------- --------- Increase (decrease) in net assets from Class Y transactions 182,690 29,788 37,558 (60,901) - ---------------------------------------------------------------------- --------- --------- --------- --------- Increase (decrease) in net assets from capital share transactions 239,328 50,528 40,244 (75,616) - ---------------------------------------------------------------------- --------- --------- --------- --------- Total increase (decrease) in net assets (297,285) 259,495 17,561 (41,255) NET ASSETS AT BEGINNING OF PERIOD 636,920 377,425 302,621 343,876 ====================================================================== ========= ========= ========= ========= NET ASSETS AT END OF PERIOD $ 339,635 $ 636,920 $ 320,182 $ 302,621 ====================================================================== ========= ========= ========= ========= ACCUMULATED NET INVESTMENT INCOME (LOSS) $ -- $ -- $ 194 $ 65 ====================================================================== ========= ========= ========= ========= [WIDE TABLE CONTINUED FROM ABOVE] MID CAP CORE FUND ----------------------------------- 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 --------- --------- --------- OPERATIONS: Investment income (loss) - net $ 45 $ (922) $ (103) Net realized gain (loss) on investments (9,530) 217,428 38,420 Net change in unrealized appreciation or depreciation of investments (110,074) (27,891) (27,055) - ---------------------------------------------------------------------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations (119,559) 188,615 11,262 - ---------------------------------------------------------------------- --------- --------- --------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A -- -- -- Class B -- -- -- Class C -- -- -- Class Y -- -- -- Net realized gain on investments(3): Class A (35,265) (1,850) (1,086) Class B (251) (3) -- Class C -- -- -- Class Y (138,433) (6,917) (3,772) - ---------------------------------------------------------------------- --------- --------- --------- Total distributions (173,949) (8,770) (4,858) - ---------------------------------------------------------------------- --------- --------- --------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 5,868 4,908 10,459 Reinvestment of distributions 34,561 1,829 1,072 Payments for redemptions (10,599) (31,499) (53,329) - ---------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class A transactions 29,830 (24,762) (41,798) - ---------------------------------------------------------------------- --------- --------- --------- Class B Proceeds from sales 2,876 466 176 Reinvestment of distributions 186 3 -- Payments for redemptions (323) (33) (51) - ---------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class B transactions 2,739 436 125 - ---------------------------------------------------------------------- --------- --------- --------- Class C Proceeds from sales -- -- -- Reinvestment of distributions -- -- -- Payments for redemptions -- -- -- - ---------------------------------------------------------------------- --------- --------- --------- Increase in net assets from Class C transactions -- -- -- - ---------------------------------------------------------------------- --------- --------- --------- Class S(2) Proceeds from sales 2,025 -- -- Payments for redemptions (344) -- -- - ---------------------------------------------------------------------- --------- --------- --------- Increase in net assets from Class S transactions 1,681 -- -- - ---------------------------------------------------------------------- --------- --------- --------- Class Y(2) Proceeds from sales 399,904 145,630 245,028 Reinvestment of distributions 122,644 6,230 3,350 Payments for redemptions (315,411) (218,605) (358,282) - ---------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class Y transactions 207,137 (66,745) (109,904) - ---------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from capital share transactions 241,387 (91,071) (151,577) - ---------------------------------------------------------------------- --------- --------- --------- Total increase (decrease) in net assets (52,121) 88,774 (145,173) NET ASSETS AT BEGINNING OF PERIOD 544,605 455,831 601,004 ====================================================================== ========= ========= ========= NET ASSETS AT END OF PERIOD $ 492,484 $ 544,605 $ 455,831 ====================================================================== ========= ========= ========= ACCUMULATED NET INVESTMENT INCOME (LOSS) $ (5) $ (5) $ (775) ====================================================================== ========= ========= ========= (1)See Note 4 in Notes to Financial Statements for additional information. (2)On September 24, 2001, Class Y and Institutional Class of Mid Cap Core Fund were redesignated as Class S and Class Y, respectively. (3)Includes distributions in excess of net realized gains of $1,793 and $4,952 for the period ended September 30, 2001 for Mid Cap Growth Fund and Mid Cap Core Fund, respectively. The accompanying notes are an integral part of the financial statements. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 89) FINANCIAL HIGHLIGHTS For a share outstanding, throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ---------- ------------- ------------ ---------- ------------- MID CAP GROWTH FUND(2) Class A 2001(3) $ 18.88 $ (0.04) $ (6.36) $ -- $ (6.85) 2000 12.87 (0.12) 8.80 -- (2.67) 1999 11.80 (0.07) 3.40 -- (2.26) 1998 15.25 (0.09) (1.80) -- (1.56) 1997 13.86 (0.08) 2.72 -- (1.25) Class B 2001(3) $ 18.51 $ (0.10) $ (6.15) $ -- $ (6.85) 2000 12.75 (0.16) 8.59 -- (2.67) 1999 11.78 (0.10) 3.33 -- (2.26) 1998(4) 13.86 (0.01) (2.07) -- -- Class C 2001(3) $ 18.61 $ (0.09) $ (6.21) $ -- $ (6.85) 2000 12.80 (0.14) 8.62 -- (2.67) 1999(6) 12.43 (0.06) 0.43 -- -- Class S 2001(3)(7) $ 5.53 $ -- $ 0.10 $ -- $ -- Class Y 2001(3) $ 19.14 $ (0.02) $ (6.48) $ -- $ (6.85) 2000 12.99 (0.08) 8.90 -- (2.67) 1999 11.87 (0.03) 3.41 -- (2.26) 1998 15.29 (0.04) (1.82) -- (1.56) 1997(5) 12.54 (0.01) 2.76 -- -- - ------- -------- ------- ------- ------- ------- MID CAP VALUE FUND Class A 2001(3) $ 14.62 $ 0.10 $ (0.88) $ (0.10) $ -- 2000 12.95 0.08 1.67 (0.08) -- 1999 15.04 0.10 1.26 (0.10) (3.35) 1998 24.19 0.07 (6.41) (0.07) (2.74) 1997 20.41 0.11 6.98 (0.11) (3.20) Class B 2001(3) $ 14.28 $ (0.01) $ (0.88) $ (0.02) $ -- 2000 12.67 0.02 1.61 (0.02) -- 1999 14.80 0.04 1.22 (0.04) (3.35) 1998 23.96 (0.01) (6.41) -- (2.74) 1997 20.31 0.02 6.85 (0.02) (3.20) Class C 2001(3) $ 14.55 $ (0.01) $ (0.89) $ (0.02) $ -- 2000 12.92 0.02 1.63 (0.02) -- 1999(6) 13.69 0.06 (0.78) (0.05) -- Class S 2001(3)(7) $ 13.31 $ 0.01 $ 0.42 $ -- $ -- Class Y 2001(3) $ 14.68 $ 0.14 $ (0.92) $ (0.13) $ -- 2000 12.99 0.11 1.69 (0.11) -- 1999 15.05 0.12 1.30 (0.13) (3.35) 1998 24.21 0.14 (6.43) (0.13) (2.74) 1997 20.43 0.16 6.98 (0.16) (3.20) - ------- -------- ------- ------- ------- ------- (1)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (2)The financial highlights for the Mid Cap Growth Fund as set forth herein include the historical financial highlights of the Piper Emerging Growth Fund Class A shares and Class Y shares. The assets of the Piper Emerging Growth Fund were acquired by Mid Cap Growth Fund on August 7, 1998. In connection with such acquisition, (i) Class A shares of the Piper Emerging Growth Fund were exchanged for Class A shares of the Mid Cap Growth Fund, (ii) Class Y shares of the Piper Emerging Growth Fund were exchanged for Class Y shares of the Mid Cap Growth Fund. On August 7, 1998, the Fund's advisor changed from Piper Capital Management, Inc. to U.S. Bank National Association. (3)Per share data calculated using average shares outstanding method. (4)Class B shares have been offered since August 7, 1998. All ratios for the period have been annualized, except total return. (5)Class Y shares have been offered since February 18, 1997. All ratios for the period have been annualized, except total return. (6)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, exept total return. (7)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. The accompanying notes are an integral part of the financial statements. (90 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN(1) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------- ----------- ------------ ----------- ------------- ----------- ---------------- --------- $ 5.63 (49.38)% $102,837 1.15% (0.40)% 1.19% (0.44)% 264% 18.88 76.44 264,570 1.15 (0.70) 1.17 (0.72) 217 12.87 31.69 165,072 1.14 (0.48) 1.19 (0.53) 94 11.80 (13.05) 188,763 1.18 (0.60) 1.34 (0.76) 39 15.25 21.04 274,799 1.23 (0.55) 1.39 (0.71) 51 $ 5.41 (49.65)% $ 3,518 1.90% (1.17)% 1.94% (1.21)% 264% 18.51 75.14 4,812 1.90 (1.45) 1.92 (1.47) 217 12.75 30.66 360 1.89 (1.26) 1.98 (1.35) 94 11.78 (15.01) 17 1.87 (1.12) 1.87 (1.12) 39 $ 5.46 (49.73)% $ 6,246 1.91% (1.17)% 1.95% (1.21)% 264% 18.61 75.10 5,971 1.90 (1.45) 1.92 (1.47) 217 12.80 3.06 466 1.89 1.27 1.98 1.18 94 $ 5.63 1.81% $ -- 0.00% 0.00% 0.00% 0.00% 264% $ 5.79 (49.22)% $227,035 0.90% (0.17)% 0.94% (0.21)% 264% 19.14 76.88 361,567 0.90 (0.46) 0.92 (0.48) 217 12.99 31.97 211,527 0.89 (0.25) 0.96 (0.32) 94 11.87 (12.79) 73,356 0.87 (0.27) 0.87 (0.27) 39 15.29 21.93 59,393 0.87 (0.16) 0.87 (0.16) 51 ------- ------ -------- ---- ----- ---- ----- --- $ 13.74 (5.41)% $ 13,583 1.15% 0.67% 1.15% 0.67% 104% 14.62 13.58 13,568 1.15 0.53 1.19 0.49 141 12.95 8.03 20,148 1.15 0.63 1.18 0.60 121 15.04 (28.83) 29,261 1.14 0.43 1.14 0.43 135 24.19 39.93 35,207 1.14 0.58 1.15 0.57 82 $ 13.37 (6.21)% $ 11,311 1.90% (0.08)% 1.90% (0.08)% 104% 14.28 12.85 12,495 1.90 (0.22) 1.94 (0.26) 141 12.67 7.38 19,072 1.90 (0.13) 1.93 (0.16) 121 14.80 (29.40) 31,276 1.89 (0.31) 1.89 (0.31) 135 23.96 38.81 36,649 1.90 (0.18) 1.90 (0.18) 82 $ 13.63 (6.17)% $ 3,312 1.90% (0.04)% 1.90% (0.04)% 104% 14.55 12.81 1,430 1.90 (0.15) 1.93 (0.18) 141 12.92 (5.25) 164 1.90 0.29 1.93 0.26 121 $ 13.74 3.23% $ 44 0.85% 5.19% 0.85% 5.19% 104% $ 13.77 (5.37)% $291,932 0.90% 0.92% 0.90% 0.92% 104% 14.68 13.94 275,128 0.90 0.79 0.94 0.75 141 12.99 8.47 304,492 0.90 0.89 0.93 0.86 121 15.05 (28.65) 418,041 0.89 0.69 0.89 0.69 135 24.21 40.25 509,308 0.89 0.82 0.90 0.81 82 ------- ------ -------- ---- ----- ---- ----- --- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 91) FINANCIAL HIGHLIGHTS For a share outstanding, throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ---------- ------------- ----------- --------- ------------- MID CAP CORE FUND(2) Class A 2001(6)(7) $ 54.63 $ (0.06) $ (8.40) $ -- $ (17.84) 2000(6) 37.80 (0.18) 17.80 -- (0.79) 1999(6) 37.59 (0.08) 0.60 -- (0.31) 1998(6) 44.36 (0.24) (2.07) -- (4.46) 1997 41.38 (0.20) 8.44 -- (5.26) Class B 2001(6)(7) $ 53.97 $ (0.29) $ (8.25) $ -- $ (17.84) 2000(6) 37.63 (0.53) 17.66 -- (0.79) 1999(5)(6) 37.57 (0.23) 0.29 -- -- Class C 2001(3)(6) $ 27.40 $ 0.00 $ 0.93 $ -- $ -- Class S 2001(4)(6) $ 35.75 $ (0.06) $ (7.40) $ -- $ -- Class Y 2001(6)(7) $ 55.52 $ 0.02 $ (8.59) $ -- $ (17.84) 2000(6) 38.32 (0.05) 18.04 -- (0.79) 1999(6) 38.01 0.02 0.60 -- (0.31) 1998(6) 44.70 (0.14) (2.09) -- (4.46) 1997 41.58 (0.11) 8.49 -- (5.26) - ------- -------- ------- ------- ---- -------- (1)Total return does not include sales charges. Total return would have been lower had certain expenses not been waived. (2)The financial highlights for the Mid Cap Core Fund as set forth herein include the historical financial highlights of the Firstar Mid Cap Core Equity Fund. The assets of the Firstar Fund were acquired by the First American Mid Cap Core Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Mid Cap Core Equity Fund were exchanged for Class A shares of the First American Mid Cap Core Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. (3)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (4)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (5)Class B shares have been offered since March 1, 1999. All ratios for the period have been annualized, except total return. (6)Per share data calculated using average shares outstanding method. (7)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. All ratios for the period have been annualized, except total return. The accompanying notes are an integral part of the financial statements. (92 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (1) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------- ----------- ------------ ----------- ------------- ----------- ----------------- --------- $ 28.33 (20.00)% $ 82,043 1.20% (0.19)% 1.22% (0.21)% 204% 54.63 47.23 108,326 1.20 (0.38) 1.22 (0.40) 205 37.80 1.31 95,758 1.19 (0.21) 1.21 (0.23) 140 37.59 (5.91) 136,146 1.13 (0.57) 1.20 (0.64) 77 44.36 22.18 147,396 1.12 (0.50) 1.20 (0.58) 97 $ 27.59 (20.60)% $ 2,606 1.94% (0.95)% 1.97% (0.98)% 204% 53.97 46.13 666 1.95 (1.13) 1.97 (1.15) 205 37.63 0.16 126 1.95 (0.89) 1.97 (0.91) 140 $ 28.33 3.39% $ -- 0.00% 0.00% 0.00% 0.00% 204% $ 28.29 (20.87)% $ 1,484 1.19% (0.24)% 1.23% (0.28)% 204% $ 29.11 (19.84)% $406,349 0.95% 0.06% 0.97% 0.04% 204% 55.52 47.56 435,613 0.95 (0.13) 0.97 (0.15) 205 38.32 1.56 359,947 0.94 0.04 0.96 0.02 140 38.01 (5.66) 464,858 0.88 (0.32) 0.95 (0.39) 77 44.70 22.44 569,028 0.87 (0.25) 0.95 (0.33) 97 -------- ------ -------- ---- ----- ---- ----- --- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 93) STATEMENTS OF NET ASSETS September 30, 2001 MICRO CAP FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- COMMON STOCKS - 94.5% CONSUMER DISCRETIONARY - 23.9% 4Kids Entertainment* 140,100 $ 2,788 ACT Teleconferencing* 25,400 211 Alliance Atlantis Communication, Cl B* 341,400 3,312 Briazz* 215,500 259 Career Education* 71,500 3,933 Championship Auto Racing* 204,000 2,836 Champps Entertainment* 212,000 1,495 Cheap Tickets* 74,500 1,221 Christopher & Banks* 110,700 3,333 Corinthian Colleges* 245,600 8,279 Cost Plus* 67,000 1,230 Electronics Boutique & Holdings* 59,100 1,593 Gaiam* 168,300 2,649 Galyan's Trading* 72,700 776 Goody's Family Clothing* 92,700 283 Gymboree* 380,600 2,474 JAKKS Pacific* 261,400 3,529 Landry's Restaurants 142,800 2,113 Midway Games* 265,400 3,214 O'Charley's* 106,900 1,833 OshKosh B'Gosh 129,075 3,356 Prime Hospitality* 125,800 1,107 ProsoftTraining.com* 142,700 91 Recoton* 213,700 2,639 Regent Communication* 206,100 1,241 Saga Communications* 116,050 2,009 School Specialty* 10,600 324 Steiner Leisure* 41,800 669 Steven Madden* 119,900 1,217 Too* 85,000 1,784 Ultimate Electronics* 206,500 3,583 University of Phoenix Online* 240,450 7,444 ValueVision International* 232,800 3,003 ------- 75,828 ------- CONSUMER STAPLES - 0.5% Monterey Pasta* 88,200 560 Natures Sunshine Product 87,900 1,006 ------- 1,566 ------- ENERGY - 2.8% Headwaters* 343,700 3,781 Horizon Offshore* 77,600 473 Ishares DJ US Energy* 105,400 4,629 ------- 8,883 ------- FINANCIALS - 9.5% Alexandria Real Estate Equities 24,600 970 American Financial Holdings 78,700 1,932 American Home Mortgage Holdings 52,200 911 Bedford Property Investors 44,900 909 CBL & Associates Properties 29,500 804 Dime Community Bancshares 104,550 2,647 East West Bancorp 108,300 2,533 EastGroup Properties 40,900 896 Efunds* 21,700 361 Euronet Services* 369,700 4,085 First Financial Holdings 33,400 767 Flagstar Bancorp 35,500 820 Hilb, Rogal & Hamilton* 21,100 962 LandAmerica Financial Group 84,700 2,816 MICRO CAP FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Local Financial* 10,500 $ 140 Macatawa Bank 121,400 2,027 Nextcard* 341,000 2,172 Parkway Properties 27,450 892 Philadelphia Consolidated Holding* 51,100 1,775 Staten Island Bancorp 72,000 1,775 ------- 30,194 ------- HEALTH CARE - 14.3% 1-800 Contacts* 70,025 861 Amsurg, Cl A* 88,900 2,449 Array Biopharma* 543,400 4,901 Bone Care International* 150,000 2,919 Carriage Services* 355,700 2,348 CIMA Labs* 64,300 3,906 Cyberonics* 165,200 2,604 D & K Healthcare Resources 28,100 1,346 Davita* 176,000 3,582 First Horizon Pharmaceutical* 126,150 3,284 Haemonetics* 47,800 1,654 Icon ADR* 51,300 1,703 Medcath* 196,200 3,169 Meridian Medical* 8,400 158 MGI Pharma* 69,500 929 Osteotech* 442,700 1,563 Packard Bioscience* 303,100 2,398 Select Medical* 276,800 4,360 United Surgical Partners* 57,750 1,184 ------- 45,318 ------- INDUSTRIALS - 8.8% Allied Research* 77,700 1,205 Applied Signal Technology 29,400 260 Arkansas Best* 155,200 3,214 Armor Holdings* 21,100 418 Astropower* 21,100 728 Covenant Transport* 135,800 1,277 DiamondCluster, Cl A* 63,500 623 DRS Technologies* 103,700 3,604 EDO 21,100 607 Exult* 343,700 4,018 Frontier Airlines* 54,650 453 Keith Companies* 165,500 1,513 Landstar* 41,900 2,682 Mesa Air Group* 301,700 984 OshKosh Truck 42,400 1,536 RailAmerica* 250,582 3,132 RMH Teleservices* 135,100 1,452 ------- 27,706 ------- INFORMATION TECHNOLOGY - 30.8% Actel* 175,200 3,112 Advanced Power Technology* 117,800 1,190 Aeroflex* 390,650 4,297 Applied Films* 17,100 286 APW Limited* 346,800 1,450 AmerisSoft* 212,600 149 AXT* 259,600 2,752 Braun Consulting* 196,100 706 Celeritek* 138,300 1,636 Concurrent Computers* 794,200 7,211 Duraswitch Industries* 118,200 1,187 Forrester Research* 68,100 1,131 The accompanying notes are an integral part of the financial statements. (94 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 MICRO CAP FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Genesis Microchip* 102,300 $ 2,879 Genroco* 415,178 17 Genroco Warrants* 103,794 -- Inforte* 55,700 558 Integrated Silicon Solution* 274,500 2,358 Interplay Entertainment* 295,000 124 IXYS* 254,750 1,516 Lantronix* 706,500 4,310 Mechanical Dynamics* 69,400 587 Moldflow* 126,800 1,074 Monolithic System Technology* 84,100 734 Nuance Communications* 281,700 1,831 Oak Technology* 365,800 2,853 Optimal Robotics* 105,900 2,595 OTG Software* 50,900 283 Overland Data* 398,000 2,742 Pericom Semiconductor* 140,050 1,947 Photronics* 94,500 1,744 Pixelworks* 212,700 2,680 Planar Systems* 76,100 1,530 Qualstar* 345,000 1,977 Read-Rite* 600,200 1,771 Sage* 206,200 3,145 Seachange International* 129,925 2,270 Secure Computing* 125,100 1,218 Silicon Image* 356,000 744 Speechworks International* 349,500 1,723 Take-Two Interactive Software* 773,200 5,467 Talx 151,690 3,231 Tanning Technology* 173,900 591 THQ* 28,500 1,230 Three Five Systems* 130,700 2,083 Tridium, Cl B* 2,785,000 1,269 Tridium Warrant* 205,000 54 TTM Technologies* 80,500 497 ViaSat* 378,900 6,760 VideoPropulsion* 809,856 49 Websense* 132,500 1,444 Zamba* 455,000 196 Zomax* 209,400 1,137 Zoran* 124,600 3,018 -------- 97,343 -------- MATERIALS - 1.8% Ivex Packaging* 326,900 5,574 -------- 5,574 -------- TELECOMMUNICATION SERVICES - 2.1% Airgate PCS* 84,600 3,758 Lexent* 71,600 519 Ubiquitel* 303,700 2,451 -------- 6,728 -------- TOTAL COMMON STOCKS 299,140 -------- RELATED PARTY MONEY MARKET FUND - 5.0% First American Prime Obligations Fund (A) 15,814,002 15,814 -------- TOTAL RELATED PARTY MONEY MARKET FUND 15,814 -------- TOTAL INVESTMENTS - 99.5% (Cost $335,583) 314,947 -------- OTHER ASSETS AND LIABILITIES, NET - 0.5% (E) 1,582 -------- MICRO CAP FUND (CONCLUDED) DESCRIPTION VALUE (000) - ------------------------------------------------------------------------- NET ASSETS Portfolio capital $344,919 Accumulated net investment loss (3) Accumulated net realized loss on investments and options written (7,751) Net unrealized depreciation of investments (20,636) -------- TOTAL NET ASSETS - 100.0% $316,529 -------- CLASS A: Net asset value and redemption price per share (net assets of $45,233,153 and 2,678,010 shares of capital stock issued and outstanding)(F) $ 16.89 Maximum sales charge of 5.50% 0.98 -------- Offering price per share (B) $ 17.87 -------- CLASS B: Net asset value and offering price per share (net assets of $3,164,937 and 192,521 shares of capital stock issued and outstanding)(C)(F) $ 16.44 -------- CLASS C: Net asset value per share (net assets of $549 and 32 shares of capital stock issued and outstanding) (C)(F) $ 16.90 Maximum sales charge of 1.00% 0.17 -------- Offering price per share (D) $ 17.07 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $2,014,459 and 119,270 shares of capital stock issued and outstanding)(F) $ 16.89 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $266,115,427 and 15,310,783 shares of capital stock issued and outstanding)(F) $ 17.38 -------- *Non-income producing security (A)This money market fund is advised by U.S.Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 26,136 Payable upon return of securities loaned $ (26,136) (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 95) STATEMENTS OF NET ASSETS September 30, 2001 SMALL CAP GROWTH FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- COMMON STOCKS - 90.4% CONSUMER DISCRETIONARY - 18.7% 4Kids Entertainment* 58,450 $ 1,163 Action Performance* 99,350 1,809 Anchor Gaming* 25,500 1,058 Borders Group* 198,900 3,809 Buca* 249,950 2,804 Career Education* 51,050 2,808 Cheesecake Factory* 48,600 1,164 Chico's FAS* 106,450 2,507 Christopher & Banks* 65,900 1,984 Corinthian Colleges* 83,100 2,801 Direct Focus* 106,400 2,117 Electronics Boutique Holdings* 80,350 2,165 Freds, Cl A 173,750 4,552 Genesco* 150,350 2,443 Group 1 Automotive* 70,800 1,880 Harman International 69,500 2,328 Hot Topic* 91,400 2,294 Insight Communications* 146,200 2,690 Michaels Stores* 67,800 2,477 Panera Bread, Cl A* 112,700 3,943 Radio One, Cl D* 110,550 1,276 Reebok* 158,600 3,283 Ruby Tuesday 78,350 1,230 Six Flags* 242,950 2,971 Sonic Automotive* 85,850 1,168 Sonic* 96,050 2,912 Spanish Broadcasting* 177,350 1,257 Steiner Leisure* 84,000 1,344 Tommy Hilfiger* 50,900 456 Too* 87,500 1,837 United Rentals* 126,500 2,194 ValueVision International* 104,500 1,348 ------- 70,072 ------- CONSUMER STAPLES - 0.7% Duane Reade* 85,950 2,579 ------- 2,579 ------- ENERGY - 3.0% Frontier Oil 123,700 2,121 Headwaters* 174,600 1,921 Key Energy Services* 247,300 1,573 Spinnaker Exploration* 247,300 1,574 Universal Compression Holdings* 88,900 2,000 WH Energy Services* 144,400 2,030 ------- 11,219 ------- FINANCIALS - 8.9% Affiliated Managers Group* 45,200 2,568 Alliance Data Systems* 144,950 2,355 Americredit* 50,200 1,587 Banknorth Group 121,000 2,701 Commerce Bancorp 39,350 2,676 Corrections Corporation of America* 158,800 2,090 Doral Financial 93,750 3,638 East West Bancorp 136,700 3,197 Eaton Vance 45,400 1,423 Efunds* 218,300 3,635 Espeed, Cl A* 216,400 649 Metris 48,350 1,197 New York Community Bancorp 93,700 2,175 SMALL CAP GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Southwest Bancorp of Texas* 42,200 $ 1,255 Webster Financial 70,200 2,314 ------- 33,460 ------- HEALTH CARE - 25.6% Advance PCS* 21,800 1,565 AmerisourceBergen* 108,410 7,692 Apogent Technologies* 122,150 2,919 Apria Healthcare* 161,400 4,180 Caremark Rx* 523,600 8,734 Covance* 102,850 1,842 Curagen* 81,200 1,567 Davita* 217,150 4,419 Enzon* 24,250 1,237 Lifecore Biomedical* 51,800 657 Lifepoint Hospitals* 29,300 1,282 Luminex 145,600 2,924 Maximus* 59,100 2,348 Medcath* 19,200 310 Myriad Genetics* 77,950 2,388 Noven Pharmaceuticals* 152,350 2,758 Ocular Sciences* 83,450 1,690 Orasure Technologies* 90,550 928 Pediatrix Medical Group* 70,550 2,878 Pharmaceutical Resources* 69,750 2,494 Priority Healthcare, Cl B* 172,950 4,151 Rehabacare Group* 58,100 2,528 Renal Care* 108,850 3,349 Respironics* 126,500 4,498 Sangstat Medical* 112,850 2,078 Select Medical* 214,100 3,372 Service Corporation International* 399,350 2,404 STERIS* 69,500 1,366 Surmodics* 45,150 1,804 Syncor International* 39,400 1,254 Tanox* 243,700 3,589 Techne* 9,700 286 Thoratec Labs* 97,750 1,617 Triad Hospitals* 87,650 3,103 Urologix* 158,100 2,150 XOMA Limited* 412,900 3,481 ------- 95,842 ------- INDUSTRIALS - 12.5% Armor Holdings* 118,000 2,336 Atlantic Coast Airline Holdings* 118,200 1,572 BE Aerospace* 173,150 1,316 Corporate Executive Board* 73,550 1,918 DAL-Tile International* 242,000 3,724 DiamondCluster, Cl A* 97,750 960 Education Management* 65,600 1,992 Elcor 177,850 3,829 Insituform Technology, Cl A* 98,500 1,680 Ionics* 59,400 1,313 Joy Global* 120,300 1,787 Keith Companies* 209,850 1,918 Oshkosh Truck 56,900 2,061 Pemstar* 273,650 3,147 Stericycle* 63,250 2,636 Surebeam* 256,900 2,132 Swift Transportation* 151,950 2,690 Sylvan Learning System* 88,850 2,035 The Profit Recovery Group* 194,850 1,906 The accompanying notes are an integral part of the financial statements. (96 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP GROWTH FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Valence Technology* 498,200 $ 1,764 Waste Connections* 89,500 2,417 Yellow* 89,050 1,811 -------- 46,944 -------- INFORMATION TECHNOLOGY - 17.4% Actuate Software* 365,100 1,530 Anaren Microwave* 156,250 2,555 Axciom* 220,700 2,075 Centillium Communications* 404,450 2,451 DSP Group* 95,700 1,909 Integrated Circuit Systems* 193,050 2,467 Intercept Group* 60,950 2,039 Intermagnetics General 91,351 2,125 Kopin* 226,400 2,361 Lantronix* 315,700 1,926 Measurement Specialties* 82,450 815 Microsemi* 114,700 2,988 Microtune* 195,650 2,230 MKS Instruments* 88,000 1,562 Multilink Technologies* 188,200 973 Mykrolis* 217,150 1,948 02Micro International* 218,450 2,873 Perot Systems, Cl A* 197,850 3,195 Plato Learning* 92,450 2,232 Power Integrations* 161,550 2,943 Powerwave Technologies* 188,700 2,249 Renaissance Learning* 50,200 1,652 S1 Corporation* 301,400 2,550 Stellent* 230,300 3,316 Titan* 126,150 2,473 TriQuint Semiconductor* 152,950 2,446 TriZetto* 242,450 2,134 Varian Semiconductor Equipment* 64,950 1,679 Virata* 333,900 3,332 -------- 65,028 -------- MATERIALS - 2.0% Ball 35,900 2,150 Cambrex 50,700 1,700 OM Group 36,725 2,020 Stillwater Mining* 75,850 1,526 -------- 7,396 -------- TELECOMMUNICATIONS - 1.6% Airgate PCS* 63,300 2,812 Alamosa Holdings* 144,900 2,007 Lexent* 147,750 1,071 -------- 5,890 -------- TOTAL COMMON STOCKS 338,430 -------- RELATED PARTY MONEY MARKET FUND - 2.1% First American Prime Obligations Fund (A) 7,696,185 7,696 -------- TOTAL RELATED PARTY MONEY MARKET FUND 7,696 -------- TOTAL INVESTMENTS - 92.5% (Cost $399,781) 346,126 -------- OTHER ASSETS AND LIABILITIES, NET - 7.5% (E) 28,091 -------- SMALL CAP GROWTH FUND (CONCLUDED) DESCRIPTION VALUE (000) - ------------------------------------------------------------------------- NET ASSETS Portfolio capital $500,913 Accumulated net realized loss on investments (73,041) Net unrealized depreciation of investments (53,655) -------- TOTAL NET ASSETS - 100.0% $374,217 -------- CLASS A: Net asset value and redemption price per share (net assets of $31,913,370 and 2,829,384 shares of capital stock issued and outstanding)(F) $ 11.28 Maximum sales charge of 5.50% 0.66 -------- Offering price per share (B) $ 11.94 -------- CLASS B: Net asset value and offering price per share (net assets of $5,008,934 and 479,813 shares of capital stock issued and outstanding)(C)(F) $ 10.44 -------- CLASS C: Net asset value per share (net assets of $6,377,964 and 578,706 shares of capital stock issued and outstanding)(C)(F) $ 11.02 Maximum sales charge of 1.00% 0.11 -------- Offering price per share(D) $ 11.13 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $11 and 1 share of capital stock issued and outstanding)(F) $ 11.28 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $330,917,100 and 28,775,417 shares of capital stock issued and outstanding)(F) $ 11.50 -------- *Non-Income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Receivable for securities sold $ 29,511 Collateral received for securities loaned, at value $ 75,006 Payable upon return of securities loaned $(75,006) (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 97) STATEMENTS OF NET ASSETS September 30, 2001 SMALL CAP VALUE FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- COMMON STOCKS - 89.8% CONSUMER DISCRETIONARY - 15.6% Applebee's International 29,900 $ 882 Ashworth* 452,100 2,595 Buca* 168,700 1,893 D.R. Horton 373,564 7,793 Dura Automotive Systems* 597,150 4,299 Lodgenet Entertainment* 452,200 4,970 Matthews International, CI A 131,400 2,899 O'Charley's* 210,500 3,610 Pomeroy Computer Resources* 173,800 2,094 Regis 473,350 9,921 School Specialty* 227,500 6,952 Sport-Haley* 231,000 584 Stanley Furniture* 283,200 6,831 Steiner Leisure* 310,000 4,960 Timberland* 130,400 3,534 Topps* 806,150 7,739 Tower Automotive* 534,300 3,831 ------- 75,389 ------- CONSUMER STAPLES - 1.3% Suiza Foods* 99,100 6,257 ------- 6,257 ------- ENERGY - 9.0% Core Laboratories N.V.* 386,500 4,970 Evergreen Resources* 163,600 5,554 Forest Oil* 305,500 7,576 Houston Exploration* 133,900 3,321 Newfield Exploration* 278,800 8,141 Newpark Resources* 536,400 3,621 Pride International* 151,900 1,580 Stone Energy* 178,811 5,758 Veritas DGC* 289,350 3,226 ------- 43,747 ------- FINANCIALS - 29.5% American Capital Strategies 125,400 3,435 American Financial Group 180,500 4,007 Astoria Financial 126,600 7,502 Berkley (W.R.) 103,900 4,987 Cadiz* 583,200 4,998 Chelsea Property Group, REIT 126,000 5,727 City National 82,100 3,543 Community First Bankshares 340,100 8,169 Cullen/Frost Bankers 217,500 5,862 Dime Bancorp* 264,900 66 E*Trade Group* 278,900 1,687 First Republic Bank* 318,550 7,311 Greater Bay Bancorp 75,100 1,748 Highwoods Properties, REIT 200,700 4,967 Horace Mann Educators 173,600 3,064 Lexington Corporate Properties, REIT 187,886 2,753 Markel* 18,500 3,608 Medallion Financial 88,100 727 Metris 101,750 2,518 Mutual Risk Management 208,600 1,585 National Commerce Bancorporation 398,700 10,406 Philadelphia Consolidated Holding* 167,300 5,812 Phoenix Companies* 184,700 2,669 Protective Life 292,000 8,468 Radian Group 458,668 17,659 SMALL CAP VALUE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- Roslyn Bancorp 419,850 $ 7,771 Sterling Bancshares 223,200 2,951 TCF Financial 186,400 8,586 Trenwick Group 86,400 702 -------- 143,288 -------- HEALTH CARE - 7.2% ATS Medical* 607,450 2,430 Cooper 109,200 5,121 Hooper Holmes 267,600 1,670 Lifecore Biomedical* 147,500 1,872 Mentor 186,200 4,711 Osteotech* 206,400 729 PolyMedica* 160,700 2,454 Renal Care* 369,600 11,373 Res-Care* 320,000 2,880 Respironics* 46,200 1,643 -------- 34,883 -------- INDUSTRIALS - 17.8% Alliant Techsystems* 85,350 7,306 Astec Industries* 379,300 4,935 C&D Technologies 116,200 2,138 Catalytica* 95,665 733 Dollar Thrifty Automotive* 313,300 3,117 L.B. Foster, CI A* 254,000 1,029 ITT Educational Services* 54,600 1,747 Landstar* 38,700 2,477 Learning Tree* 254,850 5,173 MagneTek* 542,487 4,980 Moog, Cl A* 302,400 6,825 NCO Group* 708,000 9,685 On Assignment* 255,250 4,104 Park Ohio Holdings* 270,317 824 Pentair 137,200 4,222 Rayovac* 582,050 8,876 Simpson Manufacturing* 37,350 1,980 SPX* 76,700 6,358 Teletech Holdings* 370,600 2,894 Tredegar Industries 110,600 1,880 Valassis Communications* 160,500 5,122 -------- 86,405 -------- INFORMATION TECHNOLOGY - 6.7% Actel* 230,600 4,095 APW Limited* 261,100 1,091 Braun Consulting* 215,500 776 Carreker* 135,700 1,030 DMC Stratex Networks* 220,300 1,137 Evolving Systems* 381,500 389 FSI International* 224,200 2,233 Innovex* 414,300 576 JDA Software* 263,900 3,468 Mykrolis* 198,100 1,777 Proquest* 263,900 8,682 Radisys* 202,400 2,429 Rainbow Technologies* 287,100 1,005 REMEC* 127,750 1,013 SONICblue* 156,900 171 Verity* 278,000 2,808 Zamba* 66,100 28 -------- 32,708 -------- The accompanying notes are an integral part of the financial statements. (98 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP VALUE FUND (CONCLUDED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- UTILITIES - 2.7% NSTAR 175,000 $ 7,333 Unisource Energy Holding 397,900 5,571 -------- 12,904 -------- TOTAL COMMON STOCKS 435,579 -------- RELATED PARTY MONEY MARKET FUND - 10.3% First American Prime Obligations Fund(A) 50,020,295 50,020 -------- TOTAL RELATED PARTY MONEY MARKET FUND 50,020 -------- TOTAL INVESTMENTS - 100.1% (Cost $480,014) 485,599 -------- OTHER ASSETS AND LIABILITIES, NET - (0.1%)(E) (271) -------- NET ASSETS Portfolio capital $412,297 Accumulated net realized gain on investments 67,446 Net unrealized appreciation of investments 5,585 -------- TOTAL NET ASSETS - 100.0% $485,328 -------- CLASS A: Net asset value and redemption price per share (net assets of $34,291,712 and 2,559,602 shares of capital stock issued and outstanding)(F) $ 13.40 Maximum sales charge of 5.50% 0.78 -------- Offering price per share(B) $ 14.18 -------- CLASS B: Net asset value and offering price per share (net assets of $12,391,788 and 952,846 shares of capital stock issued and outstanding)(C)(F) $ 13.01 -------- CLASS C: Net asset value per share (net assets of $4,547,448 and 346,465 shares of capital stock issued and outstanding)(C)(F) $ 13.13 Maximum sales charge of 1.00% 0.13 -------- Offering price per share(D) $ 13.26 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $13 and 1 share of capital stock issued and outstanding)(F) $ 13.40 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $434,096,950 and 32,192,203 shares of capital stock issued and outstanding)(F) $ 13.48 -------- *Non-income producing security (A)This money market fund is advised by U.S.Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and Class C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 18,790 Payable upon return of securities loaned $(18,790) (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class REIT - Real Estate Investment Trust SMALL CAP CORE FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- COMMON STOCKS - 94.6% CONSUMER DISCRETIONARY - 20.3% 4Kids Entertainment 86,900 $ 1,729 Abercrombie & Fitch* 195,400 3,437 Alliance Atlantis Communication, Cl B 402,100 3,900 American Axle & Manufacturing Holdings 103,100 1,315 Anchor Gaming* 53,000 2,200 AnnTaylor Stores 28,800 631 Bally Total Fitness Holdings 134,300 2,728 Borg Warner 52,300 2,108 Cablevision Systems 78,700 1,594 CEC Entertainment 28,800 982 Corinthian Colleges* 28,800 971 Cost Plus 85,400 1,568 Electronics Boutique Holdings 41,900 1,129 Galyan's Trading 19,400 207 Genesco* 38,400 624 Gtech Holdings 231,000 7,979 Gymboree* 498,400 3,240 Hot Topic* 135,400 3,399 Insight Communications 162,125 2,983 Michaels Stores 34,300 1,253 Orient Express Hotels 196,800 2,757 OshKosh B'Gosh 14,400 374 Radio One, Cl D* 60,450 698 Scholastic* 122,700 5,337 Standard Pacific 49,100 958 Steiner Leisure* 69,735 1,116 Tommy Hilfiger* 160,900 1,440 Ultimate Electronics* 150,500 2,611 ValueVision International* 350,200 4,518 ------- 63,786 ------- CONSUMER STAPLES - 1.4% Constellation Brands, Cl A* 36,734 1,530 Duane Reade* 41,400 1,242 Performance Food Group* 54,308 1,549 ------- 4,321 ------- ENERGY - 5.1% Cabot Oil & Gas 78,200 1,560 Energy Partners* 171,925 1,200 Horizon Offshore* 8,400 51 Key Energy Group* 26,000 165 National - Oilwell* 349,100 5,062 Patterson - UTI Energy* 236,500 2,923 Pogo Producing 57,800 1,358 Precision Drilling* 101,300 2,139 Rowan Companies 133,700 1,655 ------- 16,113 ------- FINANCIALS - 14.7% Arthur. J. Gallagher 138,220 4,679 Commerce Bancorp 83,000 5,644 East West Bancorp 206,400 4,828 Federated Investors 68,700 2,034 Fidelity National Financial 311,000 8,363 First American Financial 87,600 1,774 Greater Bay Bancorp 120,600 2,806 Harleysville Group 95,100 2,281 Independence Community Bank 58,500 1,271 Instinet Group* 153,300 1,501 New York Community Bancorp 135,450 3,144 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 99) STATEMENTS OF NET ASSETS September 30, 2001 SMALL CAP CORE FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------- RenaissanceRe Holdings 75,800 $ 6,739 Southwest Bancorp of Texas* 40,200 1,196 ------- 46,260 ------- HEALTH CARE - 16.0% Advance PCS* 24,300 1,744 AmerisourceBergen* 63,106 4,477 Aviron* 35,100 874 Cephalon* 43,150 2,152 DENTSPLY International 113,425 5,211 Henry Schein* 13,900 537 Intermune* 117,900 4,510 Medicis , Cl A* 10,100 505 Noven Pharmaceuticals* 10,900 197 Omnicare 107,065 2,337 Pharmaceutical Resources 103,400 3,697 Priority Healthcare, Cl B* 63,600 1,526 Renal Care* 19,100 588 Respironics* 69,800 2,482 Sybron Dental Specialties* 163,300 3,037 Techne* 44,100 1,298 Transkaryotic Therapies* 33,900 920 Triad Hospitals* 111,600 3,951 Universal Health Services* 133,500 6,515 Varian Medical Systems* 36,900 2,367 Wright Medical Group* 44,800 759 XOMA Limited* 78,000 658 ------- 50,342 ------- INDUSTRIALS - 9.3% Administaff* 26,500 689 Armor Holdings* 52,200 1,034 Atlantic Coast Airline Holdings* 24,500 326 DiamondCluster International, Cl A 392,700 3,868 Frontier Airlines* 199,700 1,654 Global Payments 88,300 2,596 Granite Construction 54,300 1,392 GSI Lumonics* 103,855 707 Kaydon 79,900 1,672 Ladish* 77,300 615 Mercury Computer Systems* 27,300 1,025 Rayovac* 187,900 2,865 Shaw Group* 256,800 7,235 Skywest 34,800 582 Triumph Group* 31,100 725 URS 31,900 734 Valassis Communication 53,700 1,714 ------- 29,433 ------- INFORMATION TECHNOLOGY - 21.2% Activision* 27,900 759 Adaptec* 135,300 1,063 Aeroflex 172,400 1,896 Affiliated Computer Services, Cl A* 21,830 1,777 Alliance Semiconductor* 126,000 905 Anaren Microwave 87,100 1,424 Ascential Software* 197,100 650 ATMI* 28,500 440 Benchmark Electronics* 152,900 2,525 Black Box* 14,500 610 Brooks Automation* 14,600 388 Coherent* 147,600 4,192 Concurrent Computers* 350,200 3,180 SMALL CAP CORE FUND (CONTINUED) DESCRIPTION PAR (000)/SHARES VALUE (000) - ------------------------------------------------------------------------- Cree* 39,050 $ 577 Dendrite International* 118,600 942 DSP Group* 66,000 1,317 DuPont Photomasks* 98,700 2,742 E.Piphany* 237,700 1,010 Eclipsys* 49,400 657 Elantec Semiconductor* 24,800 569 Entegris* 219,600 1,735 Exar* 416,200 7,200 Fisher Scientific International* 109,300 2,776 Harmonic Lightwaves* 71,700 581 Inforte* 156,800 1,571 Integrated Circuit Systems* 27,200 348 Integrated Device Technologies* 98,700 1,986 IXYS* 244,200 1,453 Mettler - Toledo International* 66,452 2,800 Photronics* 197,960 3,652 Seachange International* 83,900 1,466 Secure Computing* 105,800 1,030 Speechworks International* 157,000 774 Stellent* 54,500 785 Take-Two Interactive Software* 260,100 1,839 THQ* 25,000 1,079 Three Five Systems* 42,800 682 Transwitch* 224,500 687 TriQuint Semiconductor* 122,300 1,956 Ultratech Stepper* 54,400 651 Virata* 175,300 1,749 Vitria Technology* 313,300 642 Xcare.net* 36,400 453 Zoran* 51,600 1,250 ------- 66,768 ------- MATERIALS - 2.6% Aracruz Celulose SA ADR 166,900 2,478 Ferro 86,800 2,012 Georgia Gulf 65,500 1,053 Massey Energy Company 83,100 1,217 OM Group 25,600 1,408 ------- 8,168 ------- TELECOMMUNICATION SERVICES - 2.8% Airgate PCS* 131,475 5,840 Alamosa Holdings* 85,700 1,187 Asia Global Crossing* 831,700 1,871 ------- 8,898 ------- UTILITIES - 1.2% Aquila* 173,400 3,780 ------- 3,780 ------- TOTAL COMMON STOCKS 297,869 -------- CONVERTIBLE CORPORATE BONDS - 0.8% Charter Communications 4.750%, 06/01/06 $ 3,213 2,424 -------- TOTAL CONVERTIBLE CORPORATE BONDS 2,424 -------- RELATED PARTY MONEY MARKET FUND - 5.4% First American Prime Obligations Fund (A17,003,043 17,003 -------- TOTAL RELATED PARTY MONEY MARKET FUND 17,003 -------- TOTAL INVESTMENTS - 100.8% (Cost $333,713) 317,296 -------- OTHER ASSETS & LIABILITIES, NET - (0.8%) (E) (2,543) -------- The accompanying notes are an integral part of the financial statements. (100 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP CORE FUND (CONCLUDED) DESCRIPTION VALUE (000) - ------------------------------------------------------------------------- NET ASSETS Portfolio capital $309,114 Accumulated net investment loss (3) Accumulated net realized gain on investments 22,059 Net unrealized depreciation of investments (16,417) -------- TOTAL NET ASSETS - 100.0% $314,753 -------- CLASS A: Net asset value and redemption price per share (net assets of $17,351,342 and 1,449,925 shares of capital stock issued and outstanding)(F) $ 11.97 Maximum sales charge of 5.50% 0.70 -------- Offering price per share(B) $ 12.67 -------- CLASS B: Net asset value and offering price per share (net assets of $1,978,651 and 175,452 shares of capital stock issued and outstanding)(C)(F) $ 11.28 -------- CLASS C: Net asset value per share (net assets of $12 and 1 share of capital stock issued and outstanding)(C)(F) $ 11.97 Maximum sales charge of 1.00% 0.12 -------- Offering price per share (D) $ 12.09 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $3,721,357 and 311,721 shares of capital stock issued and outstanding)(F) $ 11.94 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $291,701,705 and 23,789,500 shares of capital stock issued and outstanding)(F) $ 12.26 -------- *Non-income producing security (A)This money market fund is advised by U.S.Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering price is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 50,157 Payable upon return of securities loaned $(50,157) (F)$.0001 par value and 2 billion authorized shares. ADR - American Depositary Receipt Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 101) STATEMENTS OF OPERATIONS in thousands MICRO CAP SMALL CAP FUND GROWTH FUND ---------------------- ----------- 11/1/00 11/1/99 10/1/00 to to to 9/30/01 10/31/00 9/30/01 --------- -------- ----------- INVESTMENT INCOME: Interest $ 1,161 $ 1,398 $ 1,939 Dividends 1,844 800 695 Securities lending 344 -- 277 - ---------------------------------------------------------------------- --------- --------- --------- TOTAL INVESTMENT INCOME 3,349 2,198 2,911 ====================================================================== ========= ========= ========= EXPENSES: Investment advisory fees 4,794 5,061 3,299 Administrator and fund accounting fees 447 427 532 Transfer agent fees and expenses 88 61 190 Custodian fees 53 81 142 Directors' fees 2 9 5 Registration fees 73 40 5 Professional fees 46 45 14 Printing 44 15 28 Distribution and shareholder servicing fees - Class A 98 103 112 Distribution and shareholder servicing fees - Class B 25 12 68 Shareholder servicing fees - Class S 2 -- -- Distribution fees - Class C -- -- 77 Other 8 13 7 - ---------------------------------------------------------------------- --------- --------- --------- TOTAL EXPENSES 5,680 5,867 4,479 ====================================================================== ========= ========= ========= Less: Waiver of expenses (173) -- -- - ---------------------------------------------------------------------- --------- --------- --------- TOTAL NET EXPENSES 5,507 5,867 4,479 ====================================================================== ========= ========= ========= Investment loss - net (2,158) (3,669) (1,568) - ---------------------------------------------------------------------- --------- --------- --------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, OPTIONS WRITTEN AND FUTURES - NET: Net realized gain (loss) on investments (7,340) 136,862 (68,972) Net realized gain on futures 307 -- -- Net realized loss on options written (619) -- -- Net change in unrealized appreciation or depreciation of investments (78,259) 23,319 (172,542) - ---------------------------------------------------------------------- --------- --------- --------- NET GAIN (LOSS) ON INVESTMENTS (85,911) 160,181 (241,514) ====================================================================== ========= ========= ========= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (88,069) $ 156,512 $(243,082) ====================================================================== ========= ========= ========= The accompanying notes are an integral part of the financial statements. (102 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP SMALL CAP VALUE FUND CORE FUND - ----------- ---------------------- 10/1/00 11/1/00 12/1/99 to to to 9/30/01 9/30/01 10/31/00 - ----------- --------- --------- $ 2,928 $ 1,418 $ 667 3,454 1,347 738 149 183 336 --------- --------- --------- 6,531 2,948 1,741 ========= ========= ========= 3,595 2,336 1,033 581 421 664 235 94 45 154 50 69 5 -- 3 5 21 14 15 41 18 31 45 22 94 45 27 136 17 11 -- 10 -- 29 -- -- 8 9 12 --------- --------- --------- 4,888 3,089 1,918 ========= ========= ========= (12) (101) (523) --------- --------- --------- 4,876 2,988 1,395 ========= ========= ========= 1,655 (40) 346 --------- --------- --------- 74,818 22,966 31,087 -- 207 -- -- -- -- --------- --------- --------- (111,001) (58,688) 5,810 --------- --------- --------- (36,183) (35,515) 36,897 ========= ========= ========= $ (34,528) $ (35,555) $ 37,243 ========= ========= ========= FIRST AMERICAN FUNDS ANNUAL REPORT 2001 103) STATEMENTS OF CHANGES IN NET ASSETS in thousands MICRO CAP FUND ----------------------------------- 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 --------- --------- --------- OPERATIONS: Investment income (loss) - net $ (2,158) $ (3,669) $ (1,572) Net realized gain (loss) on investments (7,340) 136,862 47,964 Net realized gain on futures 307 -- -- Net realized gain (loss) on options written (619) -- -- Net change in unrealized appreciation or depreciation of investments (78,259) 23,319 29,718 - -------------------------------------------------------------------------------------- --------- --------- --------- Net increase (decrease) in net assets resulting from operations (88,069) 156,512 76,110 - -------------------------------------------------------------------------------------- --------- --------- --------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net (3): Class A -- -- -- Class B -- -- -- Class C -- -- -- Class S -- -- -- Class Y -- -- -- Net realized gain on investments (4): Class A (11,961) (6,166) (44) Class B (628) (62) -- Class C -- -- -- Class S -- -- -- Class Y (92,209) (42,827) (233) Tax return of capital: Class A -- -- -- Class B -- -- -- Class C -- -- -- Class Y -- -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Total distributions (104,798) (49,055) (277) - -------------------------------------------------------------------------------------- --------- --------- --------- CAPITAL SHARE TRANSACTIONS (1): Class A Proceeds from sales 37,275 29,841 8,724 Reinvestment of distributions 11,494 5,924 42 Payments for redemptions (22,539) (29,091) (9,284) Shares issued in connection with the acquisition of Stellar/Mercantile Fund assets -- -- -- Shares issued in connection with the acquisition of the Micro Cap Value Fund and Regional Equity Fund -- -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class A transactions 26,230 6,674 (518) - -------------------------------------------------------------------------------------- --------- --------- --------- Class B Proceeds from sales 2,299 1,974 119 Reinvestment of distributions 595 61 -- Payments for redemptions (357) (240) -- Shares issued in connection with the acquisition of Stellar/Mercantile Fund assets -- -- -- Shares issued in connection with the acquisition of the Micro Cap Value Fund and Regional Equity Fund -- -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class B transactions 2,537 1,795 119 - -------------------------------------------------------------------------------------- --------- --------- --------- Class C Proceeds from sales 1 -- -- Reinvestment of distributions -- -- -- Payments for redemptions -- -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Increase in net assets from Class C transactions 1 -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Class S (2) Proceeds from sales 2,652 -- -- Reinvestment of distributions -- -- -- Payments for redemptions (145) -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class S transactions 2,507 -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Class Y (2) Proceeds from sales 68,057 115,738 44,207 Reinvestment of distributions 84,908 40,308 222 Payments for redemptions (42,992) (76,850) (31,952) Shares issued in connection with the acquisition of Stellar/Mercantile Fund assets -- -- -- Shares issued in connection with the acquisition of the Micro Cap Value Fund and Regional Equity Fund -- -- -- - -------------------------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from Class Y transactions 109,973 79,196 12,477 - -------------------------------------------------------------------------------------- --------- --------- --------- Increase (decrease) in net assets from capital share transactions 141,245 87,665 12,078 - -------------------------------------------------------------------------------------- --------- --------- --------- Total increase (decrease) in net assets (51,619) 195,122 87,911 NET ASSETS AT BEGINNING OF PERIOD 368,148 173,026 85,115 ====================================================================================== ========= ========= ========= NET ASSETS AT END OF PERIOD $ 316,529 $ 368,148 $ 173,026 ====================================================================================== ========= ========= ========= ACCUMULATED NET INVESTMENT INCOME (LOSS) $ (3) $ (5) $ -- ====================================================================================== ========= ========= ========= [WIDE TABLE CONTINUED FROM ABOVE] SMALL CAP GROWTH FUND ---------------------- 10/1/00 10/1/99 to to 9/30/01 9/30/00 --------- --------- OPERATIONS: Investment income (loss) - net $ (1,568) $ (1,641) Net realized gain (loss) on investments (68,972) 100,117 Net realized gain (loss) on foreign currency -- -- Net realized gain (loss) on options written -- -- Net change in unrealized appreciation or depreciation of investments (172,542) 81,954 - -------------------------------------------------------------------------------------- --------- --------- Net increase (decrease) in net assets resulting from operations (243,082) 180,430 - -------------------------------------------------------------------------------------- --------- --------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net (3): Class A -- -- Class B -- -- Class C -- -- Class S -- -- Class Y -- -- Net realized gain on investments (4): Class A (10,305) (3,977) Class B (1,633) (304) Class C (1,503) (54) Class S -- -- Class Y (81,507) (31,018) Tax return of capital: Class A (271) -- Class B (43) -- Class C (40) -- Class Y (2,148) -- - -------------------------------------------------------------------------------------- --------- --------- Total distributions (97,450) (35,353) - -------------------------------------------------------------------------------------- --------- --------- CAPITAL SHARE TRANSACTIONS (1): Class A Proceeds from sales 47,615 65,853 Reinvestment of distributions 10,189 3,812 Payments for redemptions (49,298) (60,250) Shares issued in connection with the acquisition of Stellar/Mercantile Fund assets -- -- Shares issued in connection with the acquisition of the Micro Cap Value Fund and Regional Equity Fund -- -- - -------------------------------------------------------------------------------------- --------- --------- Increase (decrease) in net assets from Class A transactions 8,506 9,415 - -------------------------------------------------------------------------------------- --------- --------- Class B Proceeds from sales 1,463 6,013 Reinvestment of distributions 1,656 303 Payments for redemptions (1,233) (1,048) Shares issued in connection with the acquisition of Stellar/Mercantile Fund assets -- -- Shares issued in connection with the acquisition of the Micro Cap Value Fund and Regional Equity Fund -- -- - -------------------------------------------------------------------------------------- --------- --------- Increase (decrease) in net assets from Class B transactions 1,886 5,268 - -------------------------------------------------------------------------------------- --------- --------- Class C Proceeds from sales 4,139 7,592 Reinvestment of distributions 1,542 53 Payments for redemptions (1,831) (131) - -------------------------------------------------------------------------------------- --------- --------- Increase in net assets from Class C transactions 3,850 7,514 - -------------------------------------------------------------------------------------- --------- --------- Class S (2) Proceeds from sales -- -- Reinvestment of distributions -- -- Payments for redemptions -- -- - -------------------------------------------------------------------------------------- --------- --------- Increase (decrease) in net assets from Class S transactions -- -- - -------------------------------------------------------------------------------------- --------- --------- Class Y (2) Proceeds from sales 210,902 199,248 Reinvestment of distributions 53,055 13,358 Payments for redemptions (116,218) (110,520) Shares issued in connection with the acquisition of Stellar/Mercantile Fund assets -- -- Shares issued in connection with the acquisition of the Micro Cap Value Fund and Regional Equity Fund -- -- - -------------------------------------------------------------------------------------- --------- --------- Increase (decrease) in net assets from Class Y transactions 147,739 102,086 - -------------------------------------------------------------------------------------- --------- --------- Increase (decrease) in net assets from capital share transactions 161,981 124,283 - -------------------------------------------------------------------------------------- --------- --------- Total increase (decrease) in net assets (178,551) 269,360 NET ASSETS AT BEGINNING OF PERIOD 552,768 283,408 ====================================================================================== ========= ========= NET ASSETS AT END OF PERIOD $ 374,217 $ 552,768 ====================================================================================== ========= ========= ACCUMULATED NET INVESTMENT INCOME (LOSS) $ -- $ -- ====================================================================================== ========= ========= (1)See note 4 in Notes to Financial Statements for additional information. (2)On September 24, 2001, Class Y and Institutional classes of Micro Cap and Small Cap Core Funds were redesignated as Class S and Class Y, respectively. (3)Includes distributions in excess of net investment income of $297 and $64 for the period ended September 30, 2001 for Small Cap Value and Small Cap Core Funds, respectively. (4)Includes distributions in excess of net realized gains of $989 and $2,502 for the period ended September 30, 2001 for Micro Cap and Small Cap Growth Funds, respectively. The accompanying notes are an integral part of the financial statements. (104 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SMALL CAP SMALL CAP VALUE FUND CORE FUND ---------------------- ----------------------------------- 10/1/00 10/1/99 11/1/00 12/1/99 12/1/98 to to to to to 9/30/01 9/30/00 9/30/01 10/31/00 11/30/99 --------- --------- --------- --------- --------- $ 1,655 $ 286 $ (40) $ 346 $ (401) 74,818 68,049 22,966 31,087 2,841 -- -- 207 -- -- -- -- -- -- -- (111,001) 23,381 (58,688) 5,810 19,705 --------- --------- --------- --------- --------- (34,528) 91,716 (35,555) 37,243 22,145 --------- --------- --------- --------- --------- (109) -- -- (4) (50) (1) -- -- -- (6) (1) -- -- -- -- -- -- -- (2) (108) (2,125) -- (64) (270) (546) (5,677) (53) (1,982) (170) -- (2,179) (5) (295) (21) -- (181) -- -- -- -- -- -- (947) (49) -- (66,578) (1,495) (27,758) (2,115) -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --------- --------- --------- --------- --------- (76,851) (1,553) (31,046) (2,631) (710) --------- --------- --------- --------- --------- 11,354 12,390 14,407 408 748 5,639 52 1,889 166 48 (10,252) (15,074) (14,993) (2,170) (5,010) -- -- 10,478 -- -- -- 21,098 -- -- -- --------- --------- --------- --------- --------- 6,741 18,466 11,781 (1,596) (4,214) --------- --------- --------- --------- --------- 1,999 848 1,125 150 75 2,146 5 282 20 6 (2,275) (3,656) (562) (206) (442) -- -- 389 -- -- -- 13,248 -- -- -- --------- --------- --------- --------- --------- 1,870 10,445 1,234 (36) (361) --------- --------- --------- --------- --------- 4,274 991 -- -- -- 179 1 -- -- -- (311) (113) -- -- -- --------- --------- --------- --------- --------- 4,142 879 -- -- -- --------- --------- --------- --------- --------- -- -- 1,896 4,408 2,214 -- -- 866 51 108 -- -- (2,003) (3,229) (26,973) --------- --------- --------- --------- --------- -- -- 759 1,230 (24,651) --------- --------- --------- --------- --------- 177,439 89,113 117,240 16,703 24,124 54,016 1,298 22,377 1,996 459 (130,010) (170,625) (109,605) (27,051) (60,237) -- -- 187,640 -- -- -- 110,330 -- -- -- --------- --------- --------- --------- --------- 101,445 30,116 217,652 (8,352) (35,654) --------- --------- --------- --------- --------- 114,198 59,906 231,426 (8,754) (64,880) --------- --------- --------- --------- --------- 2,819 150,069 164,825 25,858 (43,445) 482,509 332,440 149,928 124,070 167,515 ========= ========= ========= ========= ========= $ 485,328 $ 482,509 $ 314,753 $ 149,928 $ 124,070 ========= ========= ========= ========= ========= $ -- $ 285 $ (3) $ 48 $ -- ========= ========= ========= ========= ========= FIRST AMERICAN FUNDS ANNUAL REPORT 2001 105) FINANCIAL HIGHLIGHTS For a share outstanding throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS DISTRIBUTIONS VALUE NET GAINS OR FROM NET DISTRIBUTIONS FROM BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM RETURN OF OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS CAPITAL ---------- ------------- ------------ ---------- ------------- ------------- MICRO CAP FUND(2) Class A 2001(3)(7) $ 31.26 $ (0.17) $ (5.20) $ -- $ (9.00) -- 2000(7) 21.80 (0.40) 15.99 -- (6.13) -- 1999 12.38 (0.26) 9.71 -- (0.03) -- 1998(7) 17.47 (0.25) (3.17) -- (1.67) -- 1997 16.16 (0.18) 4.24 -- (2.75) -- Class B 2001(3)(7) $ 30.84 $ (0.31) $ (5.09) $ -- $ (9.00) -- 2000(7) 21.69 (0.61) 15.89 -- (6.13) -- 1999(6)(7) 13.74 (0.30) 8.25 -- -- -- Class C 2001(5)(7) $ 16.34 $ -- $ 0.56 $ -- $ -- -- Class S 2001(4)(7) $ 20.01 $ (0.19) $ (2.93) $ -- $ -- -- Class Y 2001(3)(7) $ 31.83 $ (0.12) $ (5.33) $ -- $ (9.00) -- 2000 22.06 (0.31) 16.21 -- (6.13) -- 1999 12.49 (0.19) 9.79 -- (0.03) -- 1998 17.57 (0.22) (3.19) -- (1.67) -- 1997 16.20 (0.15) 4.27 -- (2.75) -- - ------- -------- ------- ------- ------- ------- -- SMALL CAP GROWTH FUND Class A(8) 2001(7) $ 24.47 $ (0.08) $ (8.55) $ -- $ (4.46) $ (0.10) 2000 16.77 (0.12) 9.89 -- (2.07) -- 1999 11.90 (0.06) 4.95 -- (0.02) -- 1998 17.41 (0.09) (2.67) -- (2.64) (0.11) 1997 17.11 (0.16) 5.66 (0.04) (5.16) -- Class B 2001(7) $ 23.17 $ (0.19) $ (7.98) $ -- $ (4.47) $ (0.09) 2000 16.07 (0.23) 9.40 -- (2.07) -- 1999 11.50 (0.14) 4.73 -- (0.02) -- 1998(9) 13.74 (0.02) (2.22) -- -- -- Class C 2001(7) $ 24.17 $ (0.20) $ (8.39) $ -- $ (4.49) $ (0.07) 2000 16.68 (0.13) 9.69 -- (2.07) -- 1999(10) 15.48 (0.08) 1.28 -- -- -- Class S 2001(7)(11) $ 11.17 $ -- $ 0.11 $ -- $ -- $ -- Class Y 2001(7) $ 24.79 $ (0.04) $ (8.69) $ -- $ (4.49) $ (0.07) 2000 16.92 (0.06) 10.00 -- (2.07) -- 1999 11.98 (0.02) 4.98 -- (0.02) -- 1998(9) 14.29 -- (2.31) -- -- -- - ------- -------- ------- ------- ------- ------- ------- (1)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (2)The financial highlights for the Micro Cap Fund as set forth herein include the historical financial highlights of the Firstar Micro Cap Fund. The assets of the Firstar Fund were acquired by the First American Micro Cap Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Micro Cap Fund were exchanged for Class A shares of the First American Micro Cap Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. (3)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. All ratios for the period have been annualized, except total return. (4)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (5)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (6)Class B shares have been offered since March 1, 1999. All ratios for the period have been annualized, except total return. (7)Per share data calculated using average shares outstanding method. (8)Historical per-share amounts have been adjusted to reflect the conversion ratios utilized for the reorganization of the FAIF Small Cap Growth Fund and the Piper Small Company Growth Fund, that occurred on July 31, 1998. Piper Small Company Growth Fund is the financial reporting survivor. Therefore, the financial highlights for the Small Cap Growth Fund represent the financial highlights information of the former Piper Small Company Growth Fund. On July 31, 1998, the fund's advisor changed from Piper Capital Management, Inc. to U.S. Bank National Association. (9)Class Y and Class B share have been offered since July 31, 1998. There is no historical information for these classes of Piper Small Company Growth Fund prior to the reorganization on July 31, 1998. All ratios for the period have been annualized, except total return. (10)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (11)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. The accompanying notes are an integral part of the financial statements. (106 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (1) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - --------- ----------- ------------ ----------- ------------- ------------ ----------------- ---------- $ 16.89 (21.51)% $ 45,233 1.93% (0.91)% 1.99% (0.97)% 125% 31.26 87.43 43,031 1.96 (1.31) 1.96 (1.31) 179 21.80 76.54 21,988 2.01 (1.43) 2.02 (1.44) 200 12.38 (21.71) 12,419 1.99 (1.63) 2.06 (1.70) 136 17.47 29.78 16,793 1.95 (1.45) 2.03 (1.53) 158 $ 16.44 (22.07)% $ 3,165 2.68% (1.68)% 2.74% (1.74)% 125% 30.84 86.13 2,136 2.71 (2.06) 2.71 (2.06) 179 21.69 57.86 140 2.78 (2.36) 2.78 (2.36) 200 $ 16.90 3.43% $ 1 1.63% (0.41)% 1.76% (0.54)% 125% $ 16.89 (15.59)% $ 2,014 1.94% (1.06)% 2.00% (1.12)% 125% $ 17.38 (21.35)% $266,115 1.68% (0.64)% 1.74% (0.70)% 125% 31.83 87.90 322,981 1.71 (1.06) 1.71 (1.06) 179 22.06 77.06 150,898 1.76 (1.18) 1.77 (1.19) 200 12.49 (21.51) 72,696 1.74 (1.38) 1.81 (1.45) 136 17.57 30.12 103,840 1.70 (1.20) 1.78 (1.28) 158 -------- ------ -------- ---- ----- ---- ----- --- $ 11.28 (41.71)% $ 31,913 1.15% (0.51)% 1.15% (0.51)% 265% 24.47 62.07 57,148 1.14 (0.57) 1.14 (0.57) 230 16.77 41.11 32,203 1.14 (0.39) 1.15 (0.40) 110 11.90 (18.66) 28,252 1.29 (0.61) 1.43 (0.75) 92 17.41 45.66 35,647 1.34 (0.75) 1.98 (1.39) 109 $ 10.44 (42.14)% $ 5,009 1.90% (1.27)% 1.90% (1.27)% 265% 23.17 60.95 8,440 1.89 (1.30) 1.89 (1.30) 230 16.07 39.92 2,217 1.90 (1.16) 1.91 (1.17) 110 11.50 (16.30) 1,104 1.90 (1.20) 1.90 (1.20) 92 $ 11.02 (42.14)% $ 6,378 1.90% (1.28)% 1.90% (1.28)% 265% 24.17 61.06 8,205 1.89 (1.28) 1.89 (1.28) 230 16.68 7.75 309 1.90 (1.18) 1.91 (1.19) 110 $ 11.28 0.98% $ -- 0.00% 0.00% 0.00% 0.00% 265% $ 11.50 (41.55)% $330,917 0.90% (0.28)% 0.90% (0.28)% 265% 24.79 62.58 478,975 0.89 (0.30) 0.89 (0.30) 230 16.92 41.42 248,679 0.90 (0.16) 0.91 (0.17) 110 11.98 (16.17) 113,874 0.90 (0.20) 0.90 (0.20) 92 -------- ------ -------- ---- ----- ---- ----- --- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 107) FINANCIAL HIGHLIGHTs For a share outstanding, throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ---------- ------------- ------------ ---------- ------------- SMALL CAP VALUE FUND(B) Class A 2001(8) $ 17.09 $ 0.02 $ (0.97) $ (0.05) $ (2.69) 2000 13.94 (0.01) 3.23 -- (0.07) 1999 13.58 0.01 1.47 (0.01) (1.11) 1998(1) 18.20 0.04 (3.38) (0.01) (1.27) 1997(2) 17.86 (0.03) 0.37 -- -- 1997(9) 13.95 0.01 5.43 (0.01) (1.52) Class B 2001(8) $ 16.76 $ (0.09) $ (0.97) $ -- $ (2.69) 2000 13.77 (0.09) 3.15 -- (0.07) 1999 13.53 0.02 1.33 -- (1.11) 1998(1) 18.23 0.01 (3.43) (0.01) (1.27) 1997(3)(4) 18.22 -- 0.01 -- -- Class C 2001(8) $ 16.88 $ (0.10) $ (0.95) $ (0.01) $ (2.69) 2000 13.87 (0.06) 3.14 (0.07) 1999(5) 13.48 0.01 0.38 -- -- Class S 2001(6)(8) $ 12.84 $ -- $ 0.56 $ -- $ -- Class Y 2001(8) $ 17.19 $ 0.06 $ (1.00) $ (0.08) $ (2.69) 2000 13.98 0.02 3.26 -- (0.07) 1999 13.60 0.01 1.50 (0.02) (1.11) 1998(1) 18.23 0.06 (3.38) (0.04) (1.27) 1997(2) 17.87 (0.01) 0.37 -- -- 1997(11) 13.96 0.04 5.43 (0.04) (1.52) - ------- -------- ------- ------- ------- ------- SMALL CAP CORE FUND(C) Class A 2001(8)(9) $ 17.60 $ (0.03) $ (1.89) $ -- $ (3.71) 2000(8)(10) 13.84 (0.10) 4.13 (0.01) (0.26) 1999(8) 11.86 (0.07) 2.10 -- (0.05) 1998 15.03 (0.06) (1.89) -- (1.22) 1997 13.40 (0.05) 2.50 -- (0.82) Class B 2001(8)(9) $ 16.90 $ (0.12) $ (1.79) $ -- $ (3.71) 2000(8)(10) 13.38 (0.13) 3.92 -- (0.27) 1999(8) 11.53 (0.16) 2.06 -- (0.05) 1998 14.74 (0.14) (1.85) -- (1.22) 1997 13.24 (0.13) 2.45 -- (0.82) Class C 2001(7)(8) $ 11.72 $ -- $ 0.25 $ -- $ -- Class S 2001(8)(9) $ 17.55 $ (0.01) $ (1.89) $ -- $ (3.71) 2000(8)(10) 13.80 (0.01) 4.03 (0.01) (0.26) 1999(8) 11.82 (0.07) 2.10 -- (0.05) 1998 14.98 (0.07) (1.87) -- (1.22) 1997 13.36 (0.04) 2.48 -- (0.82) Class Y 2001(8)(9) $ 17.92 $ 0.00 $ (1.95) $ -- $ (3.71) 2000(8)(10) 14.07 0.05 4.10 (0.03) (0.27) 1999(8) 12.02 (0.03) 2.13 -- (0.05) 1998 15.17 (0.02) (1.91) -- (1.22) 1997 13.49 0.01 2.50 (0.01) (0.82) - ------- -------- ------- ------- ------- ------- (A)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (B)The financial highlights for Small Cap Value Fund as set forth herein include the historical financial highlights of the Qualivest Small Companies Fund Class A and Class Y shares. The assets of the Qualivest Small Companies Fund were acquired by Small Cap Value Fund on November 21, 1997. In connection with such acquisition, (i) Class A and Class C shares of the Qualivest Small Companies Fund were exchanged for Class A shares of Small Cap Value Fund; and (ii) Qualivest Class Y shares were exchanged for Class Y shares of Small Cap Value Fund. (C)The financial highlights for the Small Cap Core Fund as set forth herein include the historical financial highlights of the Firstar Small Cap Core Equity Fund. The assets of the Firstar Fund were acquired by the First American Small Cap Core Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Small Cap Core Fund were exchanged for Class A shares of the First American Small Cap Core Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. The accompanying notes are an integral part of the financial statements. (108 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF NET RATIO OF NET EXPENSES TO INVESTMENT INCOME NET ASSET RATIO OF INVESTMENT AVERAGE (LOSS) TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (A) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------- ----------- ------------ ----------- ------------- ----------- ----------------- --------- $ 13.40 (6.36)% $ 34,292 1.15% 0.11% 1.15% 0.11% 53% 17.09 23.19 35,858 1.14 (0.13) 1.16 (0.15) 73 13.94 11.12 11,567 1.14 (0.17) 1.14 (0.17) 44 13.58 (19.48) 13,551 1.13 0.15 1.13 0.15 21 18.20 1.90 19,194 1.37 (0.38) 1.37 (0.38) 3 17.86 41.71 22,429 1.31 0.01 1.31 0.01 29 $ 13.01 (7.24)% $ 12,392 1.90% (0.64)% 1.90% (0.64)% 53% 16.76 22.31 13,646 1.88 (0.89) 1.90 (0.91) 73 13.77 10.16 1,005 1.89 (0.93) 1.89 (0.93) 44 13.53 (19.91) 618 1.88 (0.53) 1.88 (0.53) 21 18.23 0.05 1 1.90 (1.53) 1.90 1.53 3 $ 13.13 (7.08)% $ 4,547 1.90% (0.65)% 1.90% (0.65)% 53% 16.88 22.29 1,099 1.88 (0.84) 1.91 (0.87) 73 13.87 2.89 116 1.89 (1.04) 1.89 (1.04) 44 $ 13.40 4.36% $ -- 0.00% 0.00% 0.00% 0.00% 53% $ 13.48 (6.25)% $434,097 0.90% 0.37% 0.90% 0.37% 53% 17.19 23.56 431,906 0.89 0.11 0.91 0.09 73 13.98 11.36 319,752 0.89 0.08 0.89 0.08 44 13.60 (19.31) 367,035 0.88 0.40 0.88 0.40 21 18.23 2.01 461,046 1.06 (0.06) 1.06 (0.06) 3 17.87 41.96 449,988 1.06 0.25 1.06 0.25 29 -------- ------ -------- ---- ----- ---- ----- -- $ 11.97 (12.63)% $ 17,351 1.19% (0.24)% 1.22% (0.27)% 204% 17.60 29.65 9,538 1.28 (0.01) 1.39 (0.12) 91 13.84 17.21 8,885 1.26 (0.57) 1.36 (0.67) 72 11.86 (14.19) 11,601 1.25 (0.45) 1.35 (0.55) 70 15.03 19.45 14,213 1.25 (0.29) 1.35 (0.39) 80 $ 11.28 (13.21)% $ 1,979 1.93% (0.99)% 1.97% (1.03)% 204% 16.90 28.81 1,331 1.98 (0.71) 2.09 (0.82) 91 13.38 16.57 1,094 1.96 (1.27) 2.06 (1.37) 72 11.53 (14.79) 1,286 1.95 (1.15) 2.05 (1.25) 70 14.74 18.62 1,503 1.95 (0.99) 2.05 (1.09) 80 $ 11.97 2.13% $ -- 0.00% 0.00% 0.00% 0.00% 204% $ 11.94 (12.52)% $ 3,721 1.07% (0.05)% 1.14% (0.12)% 204% 17.55 29.67 4,442 1.28 (0.01) 1.39 (0.12) 91 13.80 17.27 2,448 1.26 (0.59) 1.36 (0.69) 72 11.82 (14.17) 25,037 1.25 (0.45) 1.35 (0.55) 70 14.98 19.41 34,395 1.25 (0.29) 1.35 (0.39) 80 $ 12.26 (12.49)% $291,706 0.93% 0.01% 0.96% (0.02)% 204% 17.92 30.01 134,617 0.98 0.29 1.39 (0.12) 91 14.07 17.57 111,643 0.96 (0.26) 1.36 (0.66) 72 12.02 (13.90) 129,591 0.95 (0.16) 1.35 (0.56) 70 15.17 19.77 211,643 0.95 0.01 1.35 (0.39) 80 -------- ------ -------- ---- ----- ---- ----- --- (1)Effective in 1998, the Fund's fiscal year end was changed from November 30 to September 30. All ratios for the period have been annualized, except total return. (2)Effective in 1997, the Fund's fiscal year end was changed from July 31 to November 30. All ratios for the period have been annualized, except total return. (3)Class B shares have been offered since November 24, 1997. All ratios for the period have been annualized, except total return. (4)For the period November 24, 1997 to November 30, 1997. All ratios for the period have been annualized, except total return. (5)Class C shares have been offered since February 1, 1999. All ratios for the period have been annualized, except total return. (6)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (7)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (8)Per share data calculated using average shares outstanding method. (9)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. All ratios for the period have been annualized, except total return. (10)Effective in 2000, the Fund's fiscal year end was changed from November 30 to October 31. All ratios for the period have been annualized, except total return. (11)For the period ended July 31. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 109) STATEMENTS OF NET ASSETS September 30, 2001 EMERGING MARKETS FUND DESCRIPTION SHARES VALUE (000) - --------------------------------------------------------------------------- FOREIGN COMMON STOCKS - 92.7% CHINA - 15.7% Beijing Enterprises Hldgs 170,000 $169 Beilinh Dating Power Gen-H 2,156,000 774 China Merchants Holdings International 448,000 264 China Resources Beijing Land 580,000 138 China Resources Enterprises 464,000 405 China Southern Airlines, Cl H* 1,218,000 250 Cnoc Ltd 1,366,500 1,349 Denway Motors* 3,070,800 817 Greencool Technology 500,000 167 Huaneng Power Intl Inc-H 1,864,000 1,052 PetroChina 4,773,000 906 Travelsky Technology Ltd 329,000 221 Tsingtao Brewery 500,000 133 Yanzou Coal Mining 745,000 224 ------ 6,869 ------ CROATIA - 0.5% Pliva Dd Gdr 144A 24,600 223 ------ HUNGARY - 5.8% EGIS 4,365 180 Richter Gedeon 33,100 1,843 OTP Bank 11,000 531 ------ 2,554 ------ INDIA - 1.5% Doctor Reddy's Lab 9,200 205 Ranbaxy Laboratories Ltd 33,500 455 ------ 660 ------ INDONESIA - 0.7% Astra Intl Idr1000 524,500 104 Hm Sampoerna TBK PT 350,000 115 Pt Gudang Garam Tbk 109,000 112 ------ 331 ------ ISRAEL - 2.4% Teva Pharmaceutical Industries ADR 17,400 1,052 ------ KOREA - 11.6% Hite Brewery 4,980 177 Humax Co Ltd 10,000 145 Hyundai Development 50,000 196 Hyundai Motor 49,600 636 Kia Motors Corporation 28,000 152 Kookmin Bank 18,300 225 Kookmin Credit Card Co Ltd 18,450 462 Pacific Corporation 9,280 680 Pohang Iron & Steel 12,000 740 Samsung Corporation 26,400 117 Samsung Electronics 3,100 331 Samsung Securities 22,600 491 Samung Fire & Marine Insurance 5,100 140 SK Telecom 2,400 381 Ssangyong Oil Refining 6,270 195 ------ 5,068 ------ MEXICO - 28.0% America Movil-Series L* 26,800 397 Aracruz Celulose, ADR 61,100 907 Cemex S.A. 453,000 1,800 Coca Cola Femsa ADR 63,200 1,248 Fomento Economico Mexico, ADR 42,700 1,216 EMERGING MARKETS FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - --------------------------------------------------------------------------- Grupo Carso 104,400 $ 235 Grupo Financiero Bbva Banc, Cl O 1,881,400 1,325 Grupo Modelo, Cl C 109,000 253 Grupo Posadas, Cl A* 1,061,000 948 Telefonos de Mexico ADR 61,500 1,986 Walmart de Mexico* 930,000 1,955 ------- 12,270 -------- PANAMA - 1.6% Panamerican Beverages 41,500 699 -------- POLAND - 0.8% Ceska Sporitelna A.S. 47,200 334 -------- RUSSIA - 5.6% Lukoil Holding Spnsr Adr 12,900 484 Mobile Telesystems* 24,700 606 Surgutneftegaz-Sp Adr 57,000 638 Vimpel Communications 14,000 230 Yukos-Adr 10,000 481 -------- 2,439 -------- SOUTH AFRICA - 12.1% Anglo American 142,000 1,693 Firstrand Limited 380,000 314 Sasol Ltd 152,400 1,245 South African Breweries 39,900 245 Standard Bank Investment 526,200 1,805 -------- 5,302 -------- TAIWAN - 3.6% Asustek Computer Inc 109,000 327 Fubon Insurance 598,000 461 Taiwan Semiconductor 393,315 532 Taiwan Semiconductor Manufacturing* 27,000 254 -------- 1,574 -------- THAILAND - 2.8% Advanced Info Service 55,000 589 Bangkok Bank (A)* 349,300 318 Land & House Public Co Ltd 159,000 125 Siam Cement 17,200 184 -------- 1,216 -------- TOTAL FOREIGN COMMON STOCKS 40,591 -------- FOREIGN PREFERRED STOCKS - 3.5% BRAZIL - 3.5% Ambev 3,490,000 559 Banco Itau 15,510,000 987 -------- 1,546 -------- TOTAL FOREIGN PREFERRED STOCKS 1,546 -------- RELATED PARTY MONEY MARKET FUND - 2.9% First American Prime Obligations Fund (B) 1,278,788 1,279 -------- TOTAL RELATED PARTY MONEY MARKET FUND 1,279 -------- TOTAL INVESTMENTS - 99.1% (Cost $49,558) 43,416 -------- OTHER ASSETS AND LIABILITIES, NET - 0.9% 373 -------- The accompanying notes are an integral part of the financial statements. (110 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 EMERGING MARKETS FUND (CONTINUED) DESCRIPTION VALUE (000) - ----------------------------------------------------------------- NET ASSETS: Portfolio capital $ 57,801 Accumulated net investment loss (157) Accumulated net realized loss on investments (7,721) Net unrealized depreciation of investments (6,142) Net unrealized appreciation of foreign currency and translation of other assets and liabilities in foreign currency 8 -------- TOTAL NET ASSETS - 100.0% $ 43,789 -------- CLASS A: Net asset value and redemption price per share (net assets of $3,243,862 and 552,985 shares of capital stock issued and outstanding)(F) $ 5.87 Maximum sales charge of 5.50% 0.34 -------- Offering price per share(C) $ 6.21 -------- CLASS B: Net asset value and offering price per share (net assets of $173,389 and 30,258 shares of capital stock issued and outstanding)(D)(F) $ 5.73 -------- CLASS C: Net asset value per share (net assets of $89,530 and 15,436 shares of capital stock issued and outstanding)(D)(F) $ 5.80 Maximum sales charge of 1.00% 0.06 -------- Offering price per share(E) $ 5.86 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $10 and 2 shares of capital stock issued and outstanding)(F) $ 5.87 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $40,281,933 and 6,803,758 shares of capital stock issued and outstanding)(F) $ 5.92 -------- *Non-income producing (A)Security sold within the terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933 , as amended, and may be sold only to dealers in that program or other "qualified institutional investors." These securities have been determined to be liquid under guidelines established by the Board of Directors. (B)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also notes to the finacial statements. (C)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (D)Class B and C have a contingent deferred sales charge. For a possible redemption charge, see the notes to the financial statements. (E)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class EMERGING MARKETS FUND (CONCLUDED) DESCRIPTION - --------------------------------------------------------------------- At September 30, 2001, sector diversification of the Fund was as follows: % of Net Assets Value (000) ------------ ------------ FOREIGN COMMON STOCK Beverages & Tobacco 9.59% $ 4,198 Health/Personal Care 10.08 4,415 Energy Sources 9.77 4,277 Banking 7.34 3,212 Telecommunications 9.57 4,189 Multi-Industry 6.32 2,766 Financial Services 5.92 2,592 Bldg Mat/Components 4.54 1,984 Merchandising 4.46 1,955 Utilities - Elec/Gas 4.17 1,826 Automobiles 3.90 1,709 Chemicals 3.35 1,468 Elec Component/Instr 3.30 1,446 Leisure & Tourism 2.16 948 Forest Product/Paper 2.07 907 Metals - Steel 1.69 740 Insurance 1.37 601 Real Estate 0.60 263 Transport - Airlines 0.57 250 Business/Public Srvc 0.50 221 Construction/Housing 0.45 196 Machinery/Engineer 0.38 166 Elec/Electronics 0.33 145 Wholesale/Int'l Trd 0.27 117 ------ ------- TOTAL FOREIGN COMMON STOCKS 92.7 40,591 TOTAL FOREIGN PREFERRED STOCKS 3.5 1,546 TOTAL RELATED PARTY MONEY MARKET FUND 2.9 1,279 ------ ------- TOTAL INVESTMENTS 99.1 43,416 OTHER ASSETS AND LIABILITIES, NET 0.9 373 ------ ------- NET ASSETS 100.0% $43,789 ====== ======= FIRST AMERICAN FUNDS ANNUAL REPORT 2001 111) STATEMENTS OF NET ASSETS September 30, 2001 INTERNATIONAL FUND DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------- FOREIGN COMMON STOCKS - 92.6% AUSTRALIA - 3.1% Aristocrat Leiure 1,050,000 $3,275 BRL Hardy Limited 11,007 55 BRL Hardy Limited - Rights 1,101 -- Macquarie Bank 361,200 6,417 Southcorp 1,559,855 5,812 Woodside Petroleum 1,156,400 7,881 ------- 23,440 ------- DENMARK - 1.5% Carlsberg, Cl A 562 22 Carlsberg, Cl B 189,380 8,071 Vestas Wind System 123,820 3,685 ------- 11,778 ------- FINLAND - 0.0% Instrumentarium 1 -- ------- FRANCE - 16.3% Atos Origin 78,980 5,539 Aventis 171,090 12,980 BNP Paribas 120,750 9,876 Castorama Dubois Investisse 155,120 7,204 Compagnie de Saint-Gobain 73,600 10,122 Orange SA 1,666,655 12,143 Sanofi-Synthelabo SA 236,357 15,391 STMicroelectronics NV 286,500 6,153 Total Fina Elf SA, Cl B 111,419 14,967 Vinci 242,300 14,233 Vivendi Environment* 249,990 9,681 Vivendi Universal 132,200 6,122 ------- 124,411 -------- GERMANY - 7.5% Allianz, Registered 53,690 12,176 Deutsche Post AG 715,000 10,354 Deutsche Telekom AG 581,000 9,043 Fresenius Medical Care 179,895 13,762 MLP AG 163,015 9,724 Schering AG 42,700 2,119 -------- 57,178 -------- HONG KONG - 3.8% China Mobile Hong Kong* 912,500 2,884 China Resources 6,240,000 5,440 Hang Seng Bank 692,800 7,173 Hutchison Whampoa 1,056,500 7,789 Wharf Holdings 3,538,000 5,829 -------- 29,115 -------- IRELAND - 3.9% Bank of Ireland 239,300 1,896 CRH 534,960 7,941 Elan ADR* 176,400 8,546 Irish Life & Permanent 1,159,300 11,403 -------- 29,786 -------- ITALY - 2.5% Assicurazioni Generali 221,725 5,957 Autogrill 575,800 3,954 Ente Nazionale Idrocarburi 726,200 9,015 Gucci Group 6,500 531 -------- 19,457 -------- INTERNATIONAL FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------- JAPAN - 20.8% Asahi Bank 2,481,000 $ 2,770 Avex 133,800 4,942 Brother Industries 1,866,000 5,247 Canon 289,000 7,933 Daiichi Pharmaceutical 255,000 5,351 Daiwa Securities Group 759,000 5,263 Fanuc 104,100 3,906 Fast Retailing 85,100 9,565 Fuji Heavy 671,000 3,087 Fuji Photo Film 107,000 3,682 Fuji Television Network 783 3,904 Furukawa Electric 673,000 3,661 Hitachi 613,000 4,080 Honda Motor 182,100 5,916 Japan Radio 1,193,000 3,906 Kanebo* 2,169,000 3,951 Kanematsu* 2,187,000 3,929 Keyence 25,300 3,398 Kose 37,560 1,261 Meitec 118,100 3,073 Mizuho Holdings 1,154 4,456 NGK Insulators 712,000 5,457 Nintendo 36,800 5,308 Nippon Foundry 564 3,172 Nippon Mitsubishi Oil 925 4 Nippon Telegraph & Telephone 994 4,639 Nissan Motor 1,342,000 5,599 NTT Mobile Communications 492 6,649 Olympus Optical 274,000 3,853 Promise 86,100 5,782 Rohm 48,100 4,684 Sony 126,600 4,665 Sumitomo Bank 602,000 4,316 Takeda Chemical Industries 103,800 4,792 Tohoku Pioneer 47,300 1,112 Tokyo Broadcasting System 12,000 211 Toys R Us-Japan 44,100 1,096 Yamada Denki 71,100 4,619 -------- 159,239 -------- MALAYSIA - 0.0% Silverstone* 3,325 -- -------- MEXICO - 0.6% Telefonos de Mexico ADR 137,000 4,424 -------- NETHERLANDS - 1.5% ASML Holding* 286,700 3,191 Elsevier 752,410 8,778 -------- 11,969 -------- SINGAPORE - 1.4% Capitaland* 3,721,000 2,802 Datacraft Asia Limited 908,840 2,981 Singapore Telecom 4,681,000 4,797 -------- 10,580 -------- SPAIN - 3.4% Banco Santander Central Hispano 1,418,340 10,876 NH Hoteles 733,460 6,446 Telefonica 768,510 8,497 -------- 25,819 -------- The accompanying notes are an integral part of the financial statements. (112 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 INTERNATIONAL FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - --------------------------------------------------------------------- SWEDEN - 1.2% Skandinaviska Enskilda 1,314,610 $ 9,181 ---------- 9,181 ---------- SWITZERLAND - 5.6% Jomed 111,330 2,142 Nestle, Registered 76,550 16,338 Novartis, Registered 280,300 10,976 UBS, Registered 294,513 13,774 ---------- 43,230 ---------- TAIWAN - 0.5% Taiwan Semiconductor 378,460 3,592 ---------- UNITED KINGDOM - 19.0% BP Amoco 1,923,600 15,889 Celltech* 645,645 6,576 CGNU 836,800 10,325 Compass Group 1,714,200 11,954 Dixons Group 2,679,461 7,256 Electrocomponents 1,522,600 9,153 Galen Holdings 453,900 4,245 Glaxosmithkline* 33,781 953 Lloyds TSB Group 927,000 8,856 Misys 937,150 2,803 Next 655,600 8,624 Reckit Benckiser 994,030 14,288 Scottish and Southern Energy 1,527,400 14,547 Tesco 2,898,490 10,906 Trinity Mirror 1 -- Vodafone AirTouch 8,513,250 18,768 ---------- 145,143 ---------- TOTAL FOREIGN COMMON STOCKS 708,342 ---------- RELATED PARTY MONEY MARKET FUND - 1.2% First American Prime Obligations Fund(A) 9,123,771 9,124 ---------- TOTAL RELATED PARTY MONEY MARKET FUND 9,124 ---------- TOTAL INVESTMENTS - 93.8% (Cost $847,962) 717,466 ---------- OTHER ASSETS AND LIABILITIES, NET - 6.2%(E) 47,451 ---------- INTERNATIONAL FUND (CONTINUED) DESCRIPTION VALUE (000) - ----------------------------------------------------------------------- NET ASSETS: Portfolio capital $1,074,444 Accumulated net investment loss (8,325) Accumulated net realized loss on investments (170,860) Net unrealized depreciation of investments (130,496) Net unrealized appreciaiton of forward foreign currency contracts, foreign currency and translation of other assets and liabilities in foreign currency 154 ---------- TOTAL NET ASSETS - 100.0% $ 764,917 ---------- CLASS A: Net asset value and redemption price per share (net assets of $64,906,904 and 7,242,301 shares of capital stock issued and outstanding)(F) $ 8.96 Maximum sales charge of 5.50% 0.52 ---------- Offering price per share(B) $ 9.48 ---------- CLASS B: Net asset value and offering price per share (net assets of $10,857,648 and 1,285,176 shares of capital stock issued and outstanding)(C)(F) $ 8.45 ---------- CLASS C: Net asset value per share (net assets of $17,805,855 and 2,036,043 shares of capital stock issued and outstanding)(C)(F) $ 8.75 Maximum sales charge of 1.00% 0.09 ---------- Offering price per share(D) $ 8.84 ---------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $9,461,078 and 1,055,586 shares of capital stock issued and outstanding)(F) $ 8.96 ---------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $661,885,927 and 73,300,055 shares of capital stock issued and outstanding)(F) $ 9.03 ---------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc., who also serves as advisor for this fund. See also the notes to the financial statements. (B)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and C have a contingent deferred sales charge. For a possible redemption charge, see the notes to the financial statements. (D)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Cash denominated in foreign currency $35,293 (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 113) STATEMENTS OF NET ASSETS September 30, 2001 INTERNATIONAL FUND (CONCLUDED) DESCRIPTION - ------------------------------------------------------------- At September 30, 2001, sector diversification of the Fund was as follows: % of Net Assets Value (000) ------------ ------------ FOREIGN COMMON STOCK Banks 10.39% $ 79,463 Pharmaceuticals & Biotechnology 9.41 71,969 Telecommunication Services 9.38 71,859 Capital Goods 8.11 61,999 Insurance 6.48 49,581 Energy 6.24 47,754 Technology Hardware & Equipment 5.78 44,199 Retailing 5.02 38,364 Food Beverage & Tobacco 3.96 30,298 Hotels Restaurants & Leisure 3.35 25,629 Utilities 3.17 24,227 Media 3.13 23,956 Diversified Financials 2.92 22,359 Health Care Equipment & Services 2.58 19,756 Household & Personal Product 2.55 19,500 Consumer Durables & Apparel 2.54 19,412 Automobiles & Components 1.91 14,601 Software & Services 1.49 11,414 Food & Drug Retailing 1.43 10,906 Transportation 1.35 10,353 Materials 1.04 7,941 Real Estate 0.37 2,802 Commercial Services & Supplies 0.00 -- ------ -------- TOTAL FOREIGN COMMON STOCKS 92.6 708,342 TOTAL RELATED PARTY MONEY MARKET FUND 1.2 9,124 ------ -------- TOTAL INVESTMENTS 93.8 717,466 OTHER ASSETS AND LIABILITIES, NET 6.2 47,451 ------ -------- NET ASSETS 100.0% $764,917 ====== ======== The accompanying notes are an integral part of the financial statements. (114 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 (This page has been left blank intentionally.) STATEMENTS OF OPERATIONS in thousands EMERGING INTERNATIONAL MARKETS FUND FUND ----------- ------------------------ 10/1/00 11/1/00 12/1/99 to to to 9/30/01 9/30/01 10/31/00 ----------- --------- ---------- INVESTMENT INCOME: Interest $ 169 $ 468 $ 187 Dividends 1,239 2,703 1,397 Less: Foreign taxes withheld (135) -- (5) Securities lending -- -- 47 - ---------------------------------------------------------------------- --------- --------- ---------- TOTAL INVESTMENT INCOME 1,273 3,171 1,626 ====================================================================== ========= ========= ========== EXPENSES: Investment advisory fees 692 1,688 1,228 Administrator and fund accounting fees 62 305 603 Transfer agent fees and expenses 103 71 39 Custodian fees 59 122 214 Directors' fees 1 6 2 Registration fees -- 38 12 Professional fees 2 65 17 Printing 3 28 21 Other 1 6 8 Shareholder servicing fees - Class A 9 11 11 Shareholder servicing fees - Class B 2 10 7 Shareholder servicing fees - Class Y -- 31 -- Distribution fees - Class C 2 -- -- - ---------------------------------------------------------------------- --------- --------- ---------- TOTAL EXPENSES 936 2,381 2,162 ====================================================================== ========= ========= ========== Less: Waiver of expenses (120) (205) (529) - ---------------------------------------------------------------------- --------- --------- ---------- TOTAL NET EXPENSES 816 2,176 1,633 ====================================================================== ========= ========= ========== Investment income (loss) - net 457 995 (7) - ---------------------------------------------------------------------- --------- --------- ---------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS - NET: Net realized gain (loss) on investments (6,981) (22,013) 13,800 Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (286) 31 (267) Net change in unrealized appreciation or depreciation of investments (13,117) 14,847 (22,320) Net change in unrealized appreciation or depreciation of foreign currency, and translation of other assets and liabilities denominated in foreign currency 1 183 (9) - ---------------------------------------------------------------------- --------- --------- ---------- NET LOSS ON INVESTMENTS (20,383) (6,952) (8,796) ====================================================================== ========= ========= ========== NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (19,926) $ (5,957) $ (8,803) ====================================================================== ========= ========= ========== The accompanying notes are an integral part of the financial statements. (116 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 STATEMENTS OF CHANGES IN NET ASSETS in thousands EMERGING MARKETS FUND ------------------------ 10/1/00 10/1/99 to to 9/30/01 9/30/00 ----------- ---------- OPERATIONS: Investment income (loss) - net $ 457 $ (280) Net realized gain (loss) on investments (6,981) 11,580 Net realized gain (loss) on foreign currency transactions (286) (291) Net change in unrealized appreciation or depreciation of investments (13,117) 145 Net change in unrealized appreciation or depreciation of foreign currency transactions 1 (9) - ------------------------------------------------------------------------------------------ ---------- ------------ Net increase (decrease) in net assets resulting from operations (19,926) 11,145 - ------------------------------------------------------------------------------------------ ---------- ----------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A -- -- Class B -- -- Class S -- -- Class Y -- -- Net realized gain on investments: Class A -- -- Class B -- -- Class S -- -- Class Y -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- Total distributions -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 6,895 601 Reinvestment of distributions -- -- Payments for redemptions (6,765) (1,935) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- Increase (decrease) in net assets from Class A transactions 130 (1,334) - ------------------------------------------------------------------------------------------ ---------- ----------- Class B Proceeds from sales 171 112 Reinvestment of distributions -- -- Payments for redemptions (38) (5) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- Increase (decrease) in net assets from Class B transactions 133 107 - ------------------------------------------------------------------------------------------ ---------- ----------- Class C Proceeds from sales 407 5 Reinvestment of distributions -- -- Payments for redemptions (284) -- - ------------------------------------------------------------------------------------------ ---------- ----------- Increase in net assets from Class C transactions 123 5 - ------------------------------------------------------------------------------------------ ---------- ----------- Class S (2) Proceeds from sales -- -- Reinvestment of distributions -- -- Payments for redemptions -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- Increase in net assets from Class S transactions -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- Class Y (2) Proceeds from sales 19,980 15,887 Reinvestment of distributions -- -- Payments for redemptions (16,853) (10,427) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------------------ ---------- ----------- Increase in net assets from Class Y transactions 3,127 5,460 - ------------------------------------------------------------------------------------------ ---------- ----------- Increase in net assets from capital share transactions 3,513 4,238 - ------------------------------------------------------------------------------------------ ---------- ----------- Total increase (decrease) in net assets (16,413) 15,383 NET ASSETS AT BEGINNING OF PERIOD 60,202 44,819 ========================================================================================== ========== =========== NET ASSETS AT END OF PERIOD $ 43,789 $ 60,202 ========================================================================================== ========== =========== ACCUMULATED NET INVESTMENT INCOME (LOSS) $ (157) $ (297) ========================================================================================== ========== =========== [WIDE TABLE CONTINUED FROM ABOVE] INTERNATIONAL FUND --------------------------- 11/1/00 12/1/99 to to 9/30/01 10/31/00 ------------- ----------- OPERATIONS: Investment income (loss) - net $ 995 $ (7) Net realized gain (loss) on investments (22,013) 13,800 Net realized gain (loss) on foreign currency transactions 31 (267) Net change in unrealized appreciation or depreciation of investments 14,847 (22,320) Net change in unrealized appreciation or depreciation of foreign currency transactions 183 (9) - ------------------------------------------------------------------------------------------ ---------- ------------ Net increase (decrease) in net assets resulting from operations (5,957) (8,803) - ------------------------------------------------------------------------------------------ ---------- ------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A (27) (26) Class B (4) (4) Class S (120) (77) Class Y (1,078) (771) Net realized gain on investments: Class A (348) (354) Class B (77) (72) Class S (1,564) (1,003) Class Y (11,770) (8,213) - ------------------------------------------------------------------------------------------ ------------ ------------ Total distributions (14,988) (10,520) - ------------------------------------------------------------------------------------------ ------------ ------------ CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 24,557 474 Reinvestment of distributions 342 346 Payments for redemptions (23,661) (671) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 28 -- Shares issued in connection with the acquisition of the Firstar Fund assets 56,551 -- - ------------------------------------------------------------------------------------------ ------------ ------------ Increase (decrease) in net assets from Class A transactions 57,817 149 - ------------------------------------------------------------------------------------------ ------------ ------------ Class B Proceeds from sales 413 128 Reinvestment of distributions 71 68 Payments for redemptions (273) (144) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 112 -- Shares issued in connection with the acquisition of the Firstar Fund assets 9,404 -- - ------------------------------------------------------------------------------------------ ------------ ------------ Increase (decrease) in net assets from Class B transactions 9,727 52 - ------------------------------------------------------------------------------------------ ------------ ------------ Class C Proceeds from sales 94 -- Reinvestment of distributions -- -- Payments for redemptions (84) -- - ------------------------------------------------------------------------------------------ ------------ ------------ Increase in net assets from Class C transactions 10 -- - ------------------------------------------------------------------------------------------ ------------ ------------ Class S (2) Proceeds from sales 5,638 16,446 Reinvestment of distributions 1,627 1,080 Payments for redemptions (8,436) (101,109) Shares issued in connection with the acquisition of the Firstar Fund assets 457,512 -- - ------------------------------------------------------------------------------------------ ------------ ------------ Increase in net assets from Class S transactions 456,341 7,417 - ------------------------------------------------------------------------------------------ ------------ ------------ Class Y (2) Proceeds from sales 130,404 56,458 Reinvestment of distributions 7,542 5,492 Payments for redemptions (105,059) (16,025) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets 37,760 -- Shares issued in connection with the acquisition of the Firstar Fund assets 48,295 -- - ------------------------------------------------------------------------------------------ ------------ ------------ Increase in net assets from Class Y transactions 118,942 45,925 - ------------------------------------------------------------------------------------------ ------------ ------------ Increase in net assets from capital share transactions 642,837 53,543 - ------------------------------------------------------------------------------------------ ------------ ------------ Total increase (decrease) in net assets 621,892 34,220 NET ASSETS AT BEGINNING OF PERIOD 143,025 108,805 ========================================================================================== ============ ============ NET ASSETS AT END OF PERIOD $ 764,917 $ 143,025 ========================================================================================== ============ ============ ACCUMULATED NET INVESTMENT INCOME (LOSS) $ (8,325) $ 5 ========================================================================================== ============ ============ [WIDE TABLE CONTINUED FROM ABOVE] INTERNATIONNAL FUND -------------- 12/1/98 to 11/30/99 ----------- OPERATIONS: Investment income (loss) - net $ 179 Net realized gain (loss) on investments 10,365 Net realized gain (loss) on foreign currency transactions 36 Net change in unrealized appreciation or depreciation of investments 15,949 Net change in unrealized appreciation or depreciation of foreign currency transactions (19) - ------------------------------------------------------------------------------------------ -------- Net increase (decrease) in net assets resulting from operations 26,510 - ------------------------------------------------------------------------------------------ -------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A (11) Class B -- Class S (29) Class Y (320) Net realized gain on investments: Class A (178) Class B (36) Class S (458) Class Y (3,385) - ------------------------------------------------------------------------------------------ -------- Total distributions (4,417) - ------------------------------------------------------------------------------------------ -------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 373 Reinvestment of distributions 180 Payments for redemptions (637) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- Shares issued in connection with the acquisition of the Firstar Fund assets -- - ------------------------------------------------------------------------------------------ -------- Increase (decrease) in net assets from Class A transactions (84) - ------------------------------------------------------------------------------------------ -------- Class B Proceeds from sales 97 Reinvestment of distributions 34 Payments for redemptions (147) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- Shares issued in connection with the acquisition of the Firstar Fund assets -- - ------------------------------------------------------------------------------------------ -------- Increase (decrease) in net assets from Class B transactions (16) - ------------------------------------------------------------------------------------------ -------- Class C Proceeds from sales -- Reinvestment of distributions -- Payments for redemptions -- - ------------------------------------------------------------------------------------------ -------- Increase in net assets from Class C transactions -- - ------------------------------------------------------------------------------------------ -------- Class S (2) Proceeds from sales 2,901 Reinvestment of distributions 487 Payments for redemptions (2,626) Shares issued in connection with the acquisition of the Firstar Fund assets -- - ------------------------------------------------------------------------------------------ -------- Increase in net assets from Class S transactions 762 - ------------------------------------------------------------------------------------------ -------- Class Y (2) Proceeds from sales 19,316 Reinvestment of distributions 1,910 Payments for redemptions (7,659) Shares issued in connection with the acquisition of the Stellar/Mercantile Fund assets -- Shares issued in connection with the acquisition of the Firstar Fund assets -- - ------------------------------------------------------------------------------------------ -------- Increase in net assets from Class Y transactions 13,567 - ------------------------------------------------------------------------------------------ -------- Increase in net assets from capital share transactions 14,229 - ------------------------------------------------------------------------------------------ -------- Total increase (decrease) in net assets 36,322 NET ASSETS AT BEGINNING OF PERIOD 72,483 ========================================================================================== ======== NET ASSETS AT END OF PERIOD $108,805 ========================================================================================== ======== ACCUMULATED NET INVESTMENT INCOME (LOSS) $ 608 ========================================================================================== ======== (1)See note 4 in the notes to the financial statements for additional information. (2)On September 24, 2001, Class Y and Institutional Class of International Fund were redesignated as Class S and Class Y, respectively. The accompanying notes are an integral part of the financial statements. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 117) FINANCIAL HIGHLIGHTS For a share outstanding, throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ----------- --------------- ------------- ------------ -------------- EMERGING MARKETS FUND Class A(1) 2001(2) $ 8.50 $ 0.02 $ (2.65) $ -- $ -- 2000(2) 6.77 (0.06) 1.79 -- -- 1999(2) 5.61 (0.04) 1.20 -- -- 1998 10.96 (0.15) (5.18) (0.02) -- 1997 8.85 0.02 2.10 (0.01) -- Class B 2001(2) $ 8.37 $ (0.03) $ (2.61) $ -- $ -- 2000(2) 6.72 (0.11) 1.76 -- -- 1999(2) 5.60 (0.08) 1.20 -- -- 1998(3) 7.27 -- (1.67) -- -- Class C 2001(2) $ 8.46 $ -- $ (2.66) $ -- $ -- 2000(2)(4) 9.96 (0.06) (1.44) -- -- Class S 2001(2)(5) $ 5.72 $ -- $ 0.15 $ -- $ -- Class Y 2001(2) $ 8.55 $ 0.06 $ (2.69) $ -- $ -- 2000(2) 6.80 (0.04) 1.79 -- -- 1999(2) 5.62 (0.02) 1.20 -- -- 1998(3) 7.27 0.01 (1.66) -- -- - ------- ------- ------- ------- ------- ------- INTERNATIONAL FUND(10) Class A 2001(2)(6) $ 13.96 $ 0.10 $ (3.63) $ (0.10) $ (1.37) 2000(2)(8) 15.94 (0.03) (0.42) (0.10) (1.43) 1999 12.42 -- 4.26 (0.04) (0.70) 1998 11.22 0.01 1.66 (0.07) (0.40) 1997 11.28 (0.02) 0.30 (0.05) (0.29) Class B 2001(2)(6) $ 13.28 $ 0.01 $ (3.43) $ (0.07) $ (1.34) 2000(2)(8) 15.27 (0.10) (0.42) (0.07) (1.40) 1999 11.97 (0.09) 4.09 (0.01) (0.69) 1998 10.87 (0.08) 1.60 (0.02) (0.40) 1997 10.99 (0.08) 0.28 (0.03) (0.29) Class C 2001(2)(7) $ 8.31 $ 0.01 $ 0.43 $ -- $ -- Class S 2001(2)(6) $ 13.97 $ (0.04) $ (3.50) $ (0.10) $ (1.37) 2000(2)(8) 15.95 (0.03) (0.42) (0.10) (1.43) 1999 12.43 (0.01) 4.27 (0.04) (0.70) 1998 11.23 -- 1.67 (0.07) (0.40) 1997 11.29 (0.03) 0.31 (0.05) (0.29) Class Y 2001(2)(6) $ 14.03 $ 0.07 $ (3.61) $ (0.11) $ (1.35) 2000(2)(8) 15.97 0.01 (0.42) (0.12) (1.41) 1999 12.42 0.06 4.25 (0.06) (0.70) 1998 11.21 0.04 1.67 (0.10) (0.40) 1997 11.24 0.01 0.31 (0.06) (0.29) - ------- ------- ------- ------- ------- ------- (1)The financial highlights for Emerging Markets Fund as set forth herein include the historical financial highlights of the Piper Emerging Markets Growth Fund Class A shares. The assets of the Piper Emerging Markets Growth Fund were acquired by Emerging Markets Fund on August 7, 1998. In connection with such acquisition, Class A shares of the Piper Emerging Markets Growth Fund were exchanged for Class A shares of the Emerging Markets Fund. On August 7, 1998, the fund's advisor changed from Piper Capital Management Incorporated to U.S. Bank National Association. (2)Per share data calculated using average shares outstanding method. (3)Class Y and Class B shares have been offered since August 10, 1998. All ratios for the period have been annualized, except total return. (4)Commenced operations February 1, 2000. All ratios for the period have been annualized, except total return. (5)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (6)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30. All ratios for the period have been annualized, except total return. (7)Class C shares have been offered since September 24, 2001. All ratios for the period have been annualized. All ratios for the period have been annualized, except total return. (8)Effective in 2000, the Fund's fiscal year end was changed from November 30 to October 31. All ratios for the period have been annualized, except total return. (9)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (10)The financial highlights for the International Fund as set forth herein include the historical financial highlights of the Firstar International Growth Fund. The assets of the Firstar Fund were acquired by the First American International Fund on September 24, 2001. In connection with such acquisition, (i) class A shares of the Firstar International Growth Fund were exchanged for class A shares of the First American International Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. Historical per share amounts have been adjusted to reflect the conversion ratios utilized for the merger of the International Fund and Firstar Internal Growth Fund. Firstar International Growth Fund is the accounting survivor. The accompanying notes are an integral part of the financial statements. (118 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF RATIO OF RATIO OF NET EXPENSES TO NET INCOME NET ASSET RATIO OF INVESTMENT AVERAGE TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (9) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE ----------- -------------- -------------- ------------- --------------- ------------- ------------ ---------- $ 5.87 (30.94)% $ 3,244 1.70% 0.26% 1.92% 0.04% 132% 8.50 25.55 4,338 1.70 (0.70) 1.89 (0.89) 149 6.77 20.68 4,551 1.70 (0.54) 2.02 (0.86) 138 5.61 (48.91) 5,384 1.96 (1.09) 3.43 (2.56) 48 10.96 23.91 16,998 2.00 0.17 3.34 (1.17) 105 $ 5.73 (31.54)% $ 173 2.45% (0.37)% 2.64% (0.56)% 132% 8.37 24.55 107 2.45 (1.21) 2.66 (1.42) 149 6.72 20.00 13 2.45 (1.19) 2.72 (1.46) 138 5.60 (22.97) 1 2.46 (0.43) 4.30 (2.27) 48 $ 5.80 (31.44)% $ 90 2.45% 0.02% 2.70% (0.23)% 132% 8.46 (15.06) 4 2.45 (0.99) 2.64 (1.18) 149 $ 5.87 2.62% $ -- 0.00% 0.00% 0.00% 0.00% 132% $ 5.92 (30.84)% $ 40,282 1.45% 0.88% 1.67% 0.66% 132% 8.55 25.74 55,753 1.45 (0.42) 1.64 (0.61) 149 6.80 21.00 40,255 1.45 (0.35) 1.73 (0.63) 138 5.62 (22.70) 7,444 1.46 0.83 3.30 (1.01) 48 ------- ------ -------- ---- ----- ---- ----- --- $ 8.96 (28.00)% $ 64,907 1.49% 1.02% 1.59% 0.92% 72% 13.96 (3.59) 3,591 1.58 (0.26) 1.76 (0.44) 90 15.94 36.62 3,939 1.56 (0.01) 1.75 (0.20) 94 12.42 15.33 3,154 1.58 0.02 1.75 (0.15) 89 11.22 2.58 2,854 1.59 (0.20) 1.75 (0.36) 75 $ 8.45 (28.57)% $ 10,857 2.17% 0.06% 2.27% (0.04)% 72% 13.28 (4.22) 732 2.28 (0.96) 2.46 (1.14) 90 15.27 35.65 781 2.26 (0.71) 2.45 (0.90) 94 11.97 14.48 624 2.28 (0.70) 2.45 (0.87) 89 10.87 1.82 562 2.29 (0.91) 2.45 (1.07) 75 $ 8.75 5.29% $ 17,806 1.48% 4.15% 1.48% 4.15% 72% $ 8.96 (28.03)% $ 9,461 1.46% (0.33)% 1.61% (0.48)% 72% 13.97 (3.59) 16,373 1.58 (0.26) 1.76 (0.44) 90 15.95 36.61 11,307 1.56 0.00 1.75 (0.19) 94 12.43 15.37 8,058 1.58 0.01 1.75 (0.16) 89 11.23 2.59 6,798 1.59 (0.21) 1.75 (0.37) 75 $ 9.03 (27.93)% $661,886 1.23% 0.67% 1.36% 0.54% 72% 14.03 (3.27) 122,329 1.28 0.04 1.76 (0.44) 90 15.97 36.98 92,778 1.26 0.28 1.75 (0.21) 94 12.42 15.73 60,647 1.28 0.34 1.75 (0.13) 89 11.21 2.91 55,038 1.29 0.09 1.75 (0.37) 75 ------- ------ -------- ---- ----- ---- ----- --- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 119) STATEMENTS OF NET ASSETS September 30, 2001 HEALTH SCIENCES FUND DESCRIPTION SHARES VALUE (000) - ----------------------------------------------------------------------------- COMMON STOCKS - 96.5% COMMERCIAL SERVICES & SUPPLIES - 2.0% IMS Health 18,900 $473 Stericycle* 3,900 163 ------ 636 ------ HEALTH CARE EQUIPMENT & SERVICES - 25.2% AdvancePCS* 4,600 330 AmerisourceBergen* 9,472 672 Applera 9,000 220 Apria Healthcare* 18,130 470 Baxter International 3,000 165 Biomet 9,100 266 Cardinal Health 8,375 619 Caremark Rx* 29,400 490 Cooper 6,400 300 Cyberonics* 10,000 158 Express Scripts, Cl A* 6,400 354 HCA-Healthcare 3,300 146 Kensey Nash* 8,760 168 Laboratory Corporation of America Holdings* 4,400 356 McKesson HBOC 5,700 215 Medtronic 16,100 700 Noven Pharmaceuticals* 5,200 94 Omnicare 5,600 122 Quest Diagnostic* 9,300 574 Regeneration Technologies* 16,000 186 Select Medical* 6,700 106 Specialty Laboratories* 9,400 259 Stryker 4,300 227 Triad Hospitals* 4,900 173 Universal Health Services* 4,300 210 Varian Medical System* 3,000 192 Wellpoint Health Networks* 2,250 246 Zimmer Holdings* 6,170 171 ------ 8,189 ------ PHARMACEUTICALS & BIOTECHNOLOGY - 67.4% Abbott Laboratories 17,900 928 Allergan 4,300 285 American Home Products 26,000 1,515 Amgen* 14,660 862 Andrx* 5,220 339 Array Biopharma* 33,000 298 Bone Care International* 18,440 359 Bristol-Myers Squibb 28,800 1,600 Celgene* 22,400 592 Cephalon* 8,400 419 Charles River Laboratories International* 11,500 407 Enzon* 2,600 133 Forest Laboratories* 4,500 325 Genentech* 19,880 875 Genzyme* 3,700 168 IDEC Pharmaceuticals* 17,300 858 Imclone System* 3,300 187 Immunex* 10,500 196 Invitrogen* 4,100 270 Ivax* 16,310 362 King Pharmaceuticals* 8,266 347 Eli Lilly 20,500 1,654 Merck 24,500 1,632 HEALTH SCIENCES FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ----------------------------------------------------------------------------- MGI Pharma* 12,300 $ 164 Novartis AG, ADR 8,500 331 NPS Pharmaceuticals* 4,300 134 Pfizer 73,500 2,947 Pharmaceutical Resources* 6,800 243 Pharmacia 46,967 1,905 Praecis Pharmaceuticals* 25,600 95 Protein Design Labs* 6,440 304 Techne* 14,070 414 Teva Pharmaceutical Industries, ADR 4,900 296 Watson Pharmaceuticals* 2,800 153 XOMA Limited* 36,700 309 ------- 21,906 -------- SOFTWARE & SERVICES - 1.9% Allscripts Healthcare Solutions* 37,330 157 Eclipsys* 13,600 181 TriZetto* 31,820 280 -------- 618 -------- TOTAL COMMON STOCKS 31,349 -------- RELATED PARTY MONEY MARKET FUND - 1.7% First American Prime Obligations Fund(A) 557,656 558 -------- TOTAL RELATED PARTY MONEY MARKET FUND 558 -------- TOTAL INVESTMENTS - 98.2% (Cost $30,960) 31,907 -------- OTHER ASSETS AND LIABILITIES, NET - 1.8%(E) 573 -------- The accompanying notes are an integral part of the financial statements. (120 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 HEALTH SCIENCES FUND (CONCLUDED) DESCRIPTION VALUE (000) - --------------------------------------------------------------- NET ASSETS: Portfolio capital $31,694 Accumulated net realized loss on investments (161) Net unrealized appreciation of investments 947 ------- TOTAL NET ASSETS - 100.0% $32,480 ------- CLASS A: Net asset value and redemption price per share (net assets of $6,513,580 and 661,782 shares of capital stock issued and outstanding)(F) $ 9.84 Maximum sales charge of 5.50% 0.57 ------- Offering price per share(B) $ 10.41 ------- CLASS B: Net asset value and offering price per share (net assets of $3,496,574 and 371,931 shares of capital stock issued and outstanding)(C)(F) $ 9.40 ------- CLASS C: Net asset value per share (net assets of $5,328,752 and 547,847 shares of capital stock issued and outstanding)(C)(F) $ 9.73 Maximum sales charge of 1.00% 0.10 ------- Offering price per share(D) $ 9.83 ------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $10 and 1 share of capital stock issued and outstanding)(F) $ 9.84 ------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $17,140,889 and 1,725,852 shares of capital stock issued and outstanding)(F) $ 9.93 ------- *Non-income producing security (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc. who also serves as advisor for this fund. See also the notes to the Financial statements. (B)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 5,030 Payable upon return of securities loaned $ (5,030) (F)$.0001 par value and 2 billion authorized shares. ADR - American Depositary Receipt Cl - Class REAL ESTATE SECURITIES FUND DESCRIPTION SHARES VALUE (000) - --------------------------------------------------------------- COMMON STOCKS - 96.0% CONSUMER DISCRETIONARY - 0.3% Marriott International, Cl A 10,000 $ 334 ------- REAL ESTATE INVESTMENT TRUSTS - 95.7% DIVERSIFIED - 5.3% Duke Realty Invesments 105,700 2,504 Rouse 91,400 2,209 Washington Real Estate Investment 27,700 657 ------- 5,370 ------- FINANCIAL SERVICES - 2.4% Anthracite Mortgage Capital 235,200 2,446 ------- HEALTH CARE - 0.8% Healthcare Realty Trust 30,000 765 ------- HOTELS - 3.7% Hospitality Properties Trust 105,700 2,545 Meristar Hospitality 110,900 1,170 ------- 3,715 ------- OFFICE/INDUSTRIAL - 40.3% Amb Property 66,200 1,622 Arden Realty 77,200 1,974 Beacon Capital Partnership* (A) 33,750 384 Boston Properties 84,100 3,207 Brandywine Realty Trust 30,600 653 Brookfield Properties 137,200 2,504 CarrAmerica Realty Trust 101,500 3,041 Centerpoint Properties 16,500 788 Corporate Office Properties Trust 31,600 344 Cousins Properties 37,900 938 Eastgroup Properties 23,000 504 Equity Office Properties Trust 319,623 10,228 Kilroy Realty 37,400 933 Liberty Property Trust 55,850 1,602 Mission West Properties 124,700 1,496 Prentiss Properties Trust 38,900 1,070 Prologis Trust 139,300 2,939 PS Business Parks 37,300 1,033 Reckson Associates Realty 91,500 2,210 SL Green Realty 70,800 2,232 Trizec Hahn 57,500 1,035 ------- 40,737 ------- RESIDENTIAL - 22.0% Apartment Investment & Management 100,100 4,531 Archstone Community Trust 97,100 2,534 Avalonbay Communities 41,412 1,977 Bre Properties, Cl A 68,000 2,037 Camden Property Trust 39,400 1,462 Equity Residential Properties Trust 85,900 5,017 Essex Property Trust 49,000 2,406 Charles E. Smith Residential Realty 11,500 592 Summit Properties 20,200 530 United Dominion Realty Trust 79,600 1,137 ------- 22,223 ------- MALL/RETAIL - 17.2% Chelsea Property Group 32,700 1,486 General Growth Properties 41,200 1,433 Kimco Realty 69,770 3,387 Mid-Atlantic Realty Trust 33,600 470 New Plan Excel Realty Trust 63,400 1,084 Pan Pacific Retail Properties 44,700 1,178 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 121) STATEMENTS OF NET ASSETS September 30, 2001 REAL ESTATE SECURITIES FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------- Simon Property Group 145,140 $ 3,906 Wornado Realty Trust 93,500 3,712 Weingarten Realty Investors 15,000 729 -------- 17,385 -------- SELF STORAGE - 3.2% Public Storage 98,000 3,273 -------- SPECIALTY REAL ESTATE - 0.8% Capital Automotive 21,000 370 Fortress Investment (A) 35,000 433 -------- 803 -------- TOTAL REAL ESTATE INVESTMENT TRUSTS 96,717 -------- TOTAL COMMON STOCKS 97,051 -------- PREFERRED STOCKS - 0.2% Cypress* 602 1 Wyndham International* (B) 1,659 163 -------- TOTAL PREFERRED STOCKS 164 -------- RELATED PARTY MONEY MARKET FUND - 4.0% First American Prime Obligations Fund (C) 4,016,796 4,017 TOTAL RELATED PARTY MONEY MARKET FUND 4,017 -------- TOTAL INVESTMENTS - 100.2% (Cost $92,908) 101,232 -------- OTHER ASSETS AND LIABILITIES, NET - (0.2%) (G) (163) -------- REAL ESTATE SECURITIES FUND (CONCLUDED) DESCRIPTION VALUE (000) - -------------------------------------------------------------------------- NET ASSETS: Portfolio capital $ 96,862 Undistributed net investment income 751 Accumulated net realized loss on investments (4,868) Net unrealized appreciation of investments 8,324 -------- TOTAL NET ASSETS - 100.0% $101,069 -------- CLASS A: Net asset value and redemption price per share (net assets of $2,421,259 and 184,515 shares of capital stock issued and outstanding)(H) $ 13.12 Maximum sales charge of 5.50% 0.76 -------- Offering price per share(D) $ 13.88 -------- CLASS B: Net asset value and offering price per share (net assets of $1,723,778 and 132,408 shares of capital stock issued and outstanding)(E)(H) $ 13.02 -------- CLASS C: Net asset value per share (net assets of $340,898 and 26,058 shares of capital stock issued and outstanding)(E)(H) $ 13.08 Maximum sales charge of 1.00% 0.13 -------- Offering price per share(F) $ 13.21 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $320,169 and 24,401 shares of capital stock issued and outstanding)(H) $ 13.12 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $96,262,502 and 7,319,112 shares of capital stock issued and outstanding)(H) $ 13.15 -------- *Non-income producing security (A)Security sold within the terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that programs or other "qualified institutional investors". These securities have been determined to be liquid under guidelines established by the Board of Directors. (B)Private placement securities considered illiquid investments under guidelines established by the Board of Directors. (C)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc. who also serves as advisor for this fund. See also the notes to the financial statements. (D)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (E)Class B and C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (F)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (G)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 11,072 Payable upon return of securities loaned $ (11,072) (H)$.0001 par value and 2 billion authorized shares Cl - Class The accompanying notes are an integral part of the financial statements. (122 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 TECHNOLOGY FUND DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------- COMMON STOCKS - 98.2% CONSUMER DURABLES & APPAREL - 1.9% Sony, ADR 64,000 $2,125 ------- MEDIA - 5.0% AOL Time Warner* 173,000 5,726 ------- RETAILING - 1.3% eBay* 32,650 1,494 ------- SOFTWARE & SERVICES - 27.8% Actuate Software* 93,400 391 Ariba* 46,150 86 Check Point Software Technologies* 97,900 2,156 Earthlink* 36,200 551 Electronic Data Systems 54,200 3,121 Internap Network Services* 466,500 467 Liberate Technologies* 183,850 1,831 Mercury Interactive* 46,500 885 Micromuse* 41,700 237 Microsoft* 126,950 6,496 Netiq* 23,450 534 Openwave System* 99,450 1,268 Oracle* 217,250 2,733 Precise Software Solutions* 89,900 993 SAP AG 24,450 634 Siebel Systems* 112,400 1,462 Stellent* 79,700 1,148 Synopsys* 20,550 824 Tricord Systems* 317,600 172 UAXS Global Holdings* 173,400 128 VERITAS Software* 127,100 2,344 Vignette* 357,050 1,264 Vitria Technology* 377,500 774 Yahoo* 123,500 1,088 ------- 31,587 ------- TECHNOLOGY HARDWARE & EQUIPMENT - 54.0% Advanced Fibre Communications* 50,200 733 Agere Systems* 506,900 2,094 Alpha Industries* 50,250 973 Applied Micro Circuits* 146,250 1,022 Broadcom* 61,050 1,239 Brocade Communications Systems* 205,150 2,878 Celestica* 46,200 1,261 Centillium Communications* 76,100 461 Ciena* 86,200 887 Cisco Systems* 380,750 4,638 Dell Computer* 81,300 1,507 Emcore* 58,450 500 Ericsson, ADR 557,900 1,947 Exfo Electro-Optical Engineering* 77,750 700 Genesis Microchip* 31,500 886 Integrated Circuit System* 40,000 511 Intel 50,900 1,040 Intergraph* 67,720 606 Juniper Networks* 45,900 445 Lantronix* 132,500 808 Linear Technology 19,050 625 McDATA* 107,600 903 Micron Technology* 71,450 1,345 Motorola 312,850 4,880 Multilink Technology* 179,450 928 Mykrolis* 123,000 1,103 National Semiconductor* 37,700 831 TECHNOLOGY FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------- Nokia, ADR, Cl A 137,700 $2,155 Nortel Networks 801,550 4,497 O2Micro International* 94,300 1,240 Palm* 213,727 312 PMC-Sierra* 61,500 632 Powerwave Technologies* 83,200 992 QUALCOMM* 97,900 4,654 Research In Motion* 59,950 964 RF Micro Devices* 81,000 1,345 Sanmina* 95,000 1,290 Sonus Networks* 88,000 264 StorageNetworks* 179,800 712 Taiwan Semiconductor Manufacturing SP, ADR* 323,260 3,068 Tellium* 89,150 440 United Microelectronics, ADR 273,298 1,454 UTStarcom* 101,900 1,656 ------- 61,426 ------- TELECOMMUNICATION SERVICES - 8.2% Airgate PCS* 12,950 575 Allegiance Telecommunications* 185,350 558 American Tower* 75,750 1,052 Global Crossing* 326,550 588 Qwest Communications International 135,000 2,255 Sprint* 92,700 2,437 Time Warner Telecommunications, Cl A* 102,150 741 Triton PCS Holdings* 22,250 846 WorldCom - MCI Group* 685 10 WorldCom - Worldcom Group* 17,142 258 ------- 9,320 ------- TOTAL COMMON STOCKS 111,676 -------- RELATED PARTY MONEY MARKET FUND - 0.7% First American Prime Obligations Fund (A) 746,146 746 -------- TOTAL RELATED PARTY MONEY MARKET FUND 746 -------- TOTAL INVESTMENTS - 98.9% (Cost $263,486) 112,424 -------- OTHER ASSETS AND LIABILITIES, NET - 1.1% (E) 1,297 -------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 123) STATEMENTS OF NET ASSETS September 30, 2001 TECHNOLOGY FUND (CONCLUDED) DESCRIPTION VALUE (000) - ------------------------------------------------------------- NET ASSETS: Portfolio capital $581,972 Accumulated net realized loss on investments (317,189) Net unrealized depreciation of investments (151,062) -------- TOTAL NET ASSETS - 100.0% $113,721 -------- CLASS A: Net asset value and redemption price per share (net assets of $29,083,997 and 4,572,482 shares of capital stock issued and outstanding)(F) $ 6.36 Maximum sales charge of 5.50% 0.37 -------- Offering price per share(B) $ 6.73 -------- CLASS B: Net asset value and offering price per share (net assets of $15,973,878 and 2,770,538 shares of capital stock issued and outstanding)(C)(F) $ 5.77 -------- CLASS C: Net asset value per share (net assets of $9,009,603 and 1,434,645 shares of capital stock issued and outstanding)(C)(F) $ 6.28 Maximum sales charge of 1.00% 0.06 -------- Offering price per share(D) $ 6.34 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $6 and 1 share of capital stock issued and outstanding)(F) $ 6.36 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $59,653,581 and 9,128,705 shares of capital stock issued and outstanding)(F) $ 6.53 -------- *Non-income producing security (A)This money market fund is advised by U.S.Bancorp Piper Jaffray Management, Inc. who also serves as advisor for this fund. See the notes to the financial statements. (B)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 51,214 Payable upon return of securities loaned $ (51,214) (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class SCIENCE & TECHNOLOGY FUND DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------- COMMON STOCKS - 94.0% HEALTH CARE EQUIPMENT & SERVICES - 1.1% Medtronic 9,000 $ 392 ------ PHARMACEUTICALS & BIOTECHNOLOGY - 14.9% Abgenix* 6,200 141 Amgen* 11,900 699 Andrx* 2,900 188 Bristol-Myers Squibb 6,200 345 Eli Lilly 5,800 468 Genetech* 10,400 458 Genzyme* 6,800 309 IDEC Pharmaceuticals* 7,900 392 Ivax* 10,600 235 King Pharmaceuticals* 4,600 193 MedImmune* 7,000 249 Merck 3,900 260 Millennium Pharmaceuticals* 10,000 178 Pfizer 9,800 393 Pharmacia 10,900 442 Praecis Pharmaceuticals* 24,200 90 Protein Design Labs* 2,800 132 ------ 5,172 ------ CAPITAL GOODS - 1.8% General Dynamics 7,000 618 ------ SOFTWARE & SERVICES - 23.7% Adobe Systems 17,700 424 BEA Systems* 64,000 614 Check Point Software Technologies* 35,000 771 Citrix Systems* 30,500 604 Computer Sciences* 22,200 736 Mercury Interactive* 18,200 347 Microsoft* 17,500 895 Nuance Communications* 56,500 367 NVIDIA* 32,200 885 Openwave System* 25,157 321 PeopleSoft* 15,400 278 Rational Software* 57,300 496 Siebel Systems* 48,000 625 VeriSign* 4,900 205 VERITAS Software* 36,300 669 ------ 8,237 ------ The accompanying notes are an integral part of the financial statements. (124 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 SCIENCE & TECHNOLOGY FUND (CONTINUED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------------- TECHNOLOGY HARDWARE & EQUIPMENT - 49.4% Alpha Industries* 38,300 $ 742 Analog Devices* 26,800 876 Applied Micro Circuits* 61,000 426 AXT* 65,000 689 Broadcom* 12,500 254 Brocade Communications Systems* 36,900 518 Cisco Systems* 95,600 1,164 Comverse Technology* 8,700 178 Corning 26,400 233 Cree* 9,900 146 Cypress Semi-Conductor* 11,300 168 Dell Computer* 40,200 745 EMC* 30,100 354 EMCORE* 73,300 627 Emulex* 24,000 228 Integrated Device Technologies* 15,600 314 Intel 49,300 1,008 IBM 8,200 757 JDS Uniphase* 42,800 271 Juniper Networks* 28,800 279 KLA-Tencor* 12,000 379 Micron Technology* 41,700 785 Network Appliance* 41,000 279 Nokia, ADR, Cl A 18,000 282 Nortel Networks 40,700 228 Novellus Systems* 20,900 597 ONI Systems* 31,500 127 Qlogic* 10,900 207 QUALCOMM* 16,200 770 RF Micro Devices* 50,100 832 Scientific - Atlanta 12,300 216 Sonus Networks* 27,700 83 Sun Microsystems* 75,497 624 Texas Instruments 46,000 1,149 Vitesse Semiconductor* 37,700 292 Xilinx* 13,100 308 -------- 17,135 -------- TELECOMMUNICATION SERVICES - 3.1% Broadwing* 12,400 199 Sprint* 15,500 408 WorldCom* 31,200 469 -------- 1,076 -------- TOTAL COMMON STOCKS 32,630 -------- SCIENCE & TECHNOLOGY FUND (CONCLUDED) DESCRIPTION SHARES VALUE (000) - ------------------------------------------------------------------------------- RELATED PARTY MONEY MARKET FUND - 8.3% First American Prime Obligations Fund(A) 2,881,835 $ 2,882 -------- TOTAL RELATED PARTY MONEY MARKET FUND 2,882 -------- TOTAL INVESTMENTS - 102.3% (Cost $62,188) 35,512 -------- OTHER ASSETS AND LIABILITIES, NET - (2.3%)(E) (810) -------- NET ASSETS: Portfolio capital $117,825 Accumulated net realized loss on investments and options written (55,995) Net unrealized depreciation of investments (26,677) Net unrealized depreciation of options written (451) -------- TOTAL NET ASSETS - 100.0% $ 34,702 -------- CLASS A: Net asset value and redemption price per share (net assets of $987,958 and 210,077 shares of capital stock issued and outstanding)(F) $ 4.70 Maximum sales charge of 5.50% 0.27 -------- Offering price per share(B) $ 4.97 -------- CLASS B: Net asset value and offering price per share (net assets of $3,562,681 and 765,303 shares of capital stock issued and outstanding)(C)(F) $ 4.66 -------- CLASS C: Net asset value per share (net assets of $9 and 2 shares of capital stock issued and outstanding)(C)(F) $ 4.70 Maximum sales charge of 1.00% 0.05 -------- Offering price per share (D) $ 4.75 -------- CLASS S: Net asset value, offering price and redemption price per share (net assets of $1,858,248 and 395,201 shares of capital stock issued and outstanding)(F) $ 4.70 -------- CLASS Y: Net asset value, offering price and redemption price per share (net assets of $28,292,777 and 5,966,475 shares of capital stock issued and outstanding)(F) $ 4.74 -------- *Non-income producing securities (A)This money market fund is advised by U.S. Bancorp Piper Jaffray Asset Management, Inc. who also serves as advisors for this fund. See also the notes to the financial statements. (B)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 5.50%. (C)Class B and C have a contingent deferred sales charge. For a description of a possible redemption charge, see the notes to the financial statements. (D)The offering is calculated by dividing the net asset value by 1 minus the maximum sales charge of 1.00%. (E)Other assets and liabilities representing greater than five percent of total net assets include the following (000): Collateral received for securities loaned, at value $ 12,195 Payable upon return of securities loaned $ (12,195) (F)$.0001 par value and 2 billion authorized shares ADR - American Depositary Receipt Cl - Class FIRST AMERICAN FUNDS ANNUAL REPORT 2001 125) STATEMENTS OF OPERATIONS in thousands HEALTH REAL ESTATE SCIENCES FUND SECURITIES FUND ------------- --------------- 10/1/00 10/1/00 to to 9/30/01 9/30/01 ------- ------- INVESTMENT INCOME: Interest $ 101 $ 112 Dividends 179 4,536 Securities lending 8 11 - ------------------------------------------------------- ----------- ------------- TOTAL INVESTMENT INCOME 288 4,659 ======================================================= =========== ============= EXPENSES: Investment advisory fees 233 449 Administrator and fund accounting fees 2 72 Transfer agent fees and expenses 104 96 Custodian fees 10 19 Directors' fees -- 1 Registration fees -- 1 Professional fees 1 2 Printing 2 4 Other 41 2 Shareholder servicing fees - Fund level -- -- Shareholder servicing fees - Class S -- -- Distribution and shareholder servicing fees - Class A 16 6 Distribution and shareholder servicing fees - Class B 39 18 Distribution fees - Class C 49 3 - ------------------------------------------------------- ----------- ------------- TOTAL EXPENSES 493 673 ======================================================= =========== ============= Less: Waiver of expenses (89) (137) - ------------------------------------------------------- ----------- ------------- TOTAL NET EXPENSES 404 536 ======================================================= =========== ============= Investment income (loss) - net (116) 4,123 - ------------------------------------------------------- ----------- ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND OPTIONS WRITTEN - NET: Net realized gain (loss) on investments 399 4,720 Net realized gain (loss) on options written -- -- Net change in unrealized appreciation or depreciation of investments (6,754) (1,546) Net changes in unrealized appreciation or depreciation of options written -- -- - ------------------------------------------------------- ----------- ------------- NET GAIN (LOSS) ON INVESTMENTS (6,355) 3,174 ======================================================= =========== ============= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (6,471) $ 7,297 ======================================================= =========== ============= [WIDE TABLE CONTINUED FROM ABOVE] TECHNOLOGY SCIENCE & FUND TECHNOLOGY FUND ------------ ----------------------- 10/1/00 11/1/00 12/1/99 to to to 9/30/01 9/30/01 10/31/00 ----------- ----------- --------- INVESTMENT INCOME: Interest $ 532 $ 242 $ 393 Dividends 73 65 73 Securities lending 300 12 -- - ------------------------------------------------------- ------------ ------------ --------- TOTAL INVESTMENT INCOME 905 319 466 ======================================================= ============ ============ ========= EXPENSES: Investment advisory fees 2,215 745 900 Administrator and fund accounting fees 357 130 171 Transfer agent fees and expenses 333 69 27 Custodian fees 95 20 25 Directors' fees 3 9 6 Registration fees -- 57 57 Professional fees 9 54 13 Printing 19 45 16 Other 6 4 2 Shareholder servicing fees - Fund level -- -- 250 Shareholder servicing fees - Class S 103 1 -- Distribution and shareholder servicing fees - Class A 181 3 1 Distribution and shareholder servicing fees - Class B 333 70 69 Distribution fees - Class C 195 -- -- - ------------------------------------------------------- ------------ ------------ --------- TOTAL EXPENSES 3,849 1,207 1,537 ======================================================= ============ ============ ========= Less: Waiver of expenses (189) (170) (97) - ------------------------------------------------------- ------------ ------------ --------- TOTAL NET EXPENSES 3,660 1,037 1,440 ======================================================= ============ ============ ========= Investment income (loss) - net (2,755) (718) (974) - ------------------------------------------------------- ------------ ------------ --------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND OPTIONS WRITTEN - NET: Net realized gain (loss) on investments (315,453) (51,893) (2,367) Net realized gain (loss) on options written -- (2,253) 932 Net change in unrealized appreciation or depreciation of investments (271,929) (51,406) 14,820 Net changes in unrealized appreciation or depreciation of options written -- (253) -- - ------------------------------------------------------- ------------ ------------ --------- NET GAIN (LOSS) ON INVESTMENTS (587,382) (105,800) 13,385 ======================================================= ============ ============ ========= NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (590,137) $ (106,523) $ 12,411 ======================================================= ============ ============ ========= The accompanying notes are an integral part of the financial statements. (126 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 (This page has been left blank intentionally.) STATEMENTS OF CHANGES IN NET ASSETS in thousands HEALTH SCIENCES FUND ------------------------- 10/1/00 10/1/99 to to 9/30/01 9/30/00 ---------- --------- OPERATIONS: Investment income (loss) - net $ (116) $ (38) Net realized gain (loss) on investments 399 3,404 Net realized gain (loss) on options written -- -- Net change in unrealized appreciation or depreciation of investments (6,754) 6,835 Net change in unrealized appreciation or depreciation of options written -- -- - ------------------------------------------------------------------------------- -------- ----------- Net increase (decrease) in net assets resulting from operations (6,471) 10,201 - ------------------------------------------------------------------------------- -------- ----------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A -- -- Class B -- -- Class C -- -- Class Y (1) (2) Net realized gain on investments(3): Class A (702) -- Class B (475) -- Class C (459) -- Class Y (2,040) -- Tax return of capital: Class A -- -- Class B -- -- Class Y -- -- - ------------------------------------------------------------------------------- --------- ------------- Total distributions (3,677) (2) - ------------------------------------------------------------------------------- --------- -------------- CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 3,275 4,777 Reinvestment of distributions 685 -- Payments for redemptions (2,142) (1,336) - ------------------------------------------------------------------------------- --------- ------------- Increase (decrease) in net assets from Class A transactions 1,818 (3,441) - ------------------------------------------------------------------------------- --------- ------------- Class B Proceeds from sales 1,409 2,706 Reinvestment of distributions 469 -- Payments for redemptions (1,319) (686) Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------- --------- ------------- Increase (decrease) in net assets from Class B transactions 559 2,020 - ------------------------------------------------------------------------------- --------- ------------- Class C Proceeds from sales 2,495 3,975 Reinvestment of distributions 458 -- Payments for redemptions (546) (60) - ------------------------------------------------------------------------------- --------- ------------- Increase in net assets from Class C transactions 2,407 3,915 - ------------------------------------------------------------------------------- --------- ------------- Class S (2) Proceeds from sales -- -- Payments for redemptions -- -- Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------- --------- ------------- Increase in net assets from Class S transactions -- -- - ------------------------------------------------------------------------------- --------- ------------- Class Y (2) Proceeds from sales 4,869 3,248 Reinvestment of distributions 902 -- Payments for redemptions (2,315) (3,039) Shares issued in connection with the acquisition of the Firstar Fund assets -- -- - ------------------------------------------------------------------------------- --------- ------------- Increase (decrease) in net assets from Class Y transactions 3,456 209 - ------------------------------------------------------------------------------- --------- ------------- Increase (decrease) in net assets from capital share transactions 8,240 (9,585) - ------------------------------------------------------------------------------- --------- ------------- Total increase (decrease) in net assets (1,908) (19,784) - ------------------------------------------------------------------------------- --------- ------------- NET ASSETS AT BEGINNING OF PERIOD 34,388 14,604 =============================================================================== ========= ============= NET ASSETS AT END OF PERIOD $32,480 $ 34,388 =============================================================================== ========= ============= ACCUMULATED NET INVESTMENT INCOME (LOSS) $ -- $ -- =============================================================================== ========= ============= [WIDE TABLE CONTINUED FROM ABOVE] REAL ESTATE SECURITIES FUND --------------------------- 10/1/00 10/1/99 to to 9/30/01 9/30/00 ------------ ----------- OPERATIONS: Investment income (loss) - net $ 4,123 $ 3,630 Net realized gain (loss) on investments 4,720 (5,831) Net realized gain (loss) on options written -- -- Net change in unrealized appreciation or depreciation of investments (1,546) 15,034 Net change in unrealized appreciation or depreciation of options written -- -- - ------------------------------------------------------------------------------- --------- ----------- Net increase (decrease) in net assets resulting from operations 7,297 12,833 - ------------------------------------------------------------------------------- --------- ----------- DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income - net: Class A (109) (102) Class B (76) (106) Class C (13) (1) Class Y (3,085) (3,583) Net realized gain on investments(3): Class A -- -- Class B -- -- Class C -- -- Class Y -- -- Tax return of capital: Class A (5) (4) Class B (4) (5) Class Y (149) (138) - ------------------------------------------------------------------------------- --------- ------------ Total distributions (3,441) (3,939) - ------------------------------------------------------------------------------- --------- ------------ CAPITAL SHARE TRANSACTIONS(1): Class A Proceeds from sales 1,350 772 Reinvestment of distributions 102 91 Payments for redemptions (1,119) (601) - ------------------------------------------------------------------------------- --------- ------------ Increase (decrease) in net assets from Class A transactions 333 262 - ------------------------------------------------------------------------------- --------- ------------ Class B Proceeds from sales 376 315 Reinvestment of distributions 73 92 Payments for redemptions (663) (995) Shares issued in connection with the acquisition of the Firstar Fund assets 2 -- - ------------------------------------------------------------------------------- --------- ------------ Increase (decrease) in net assets from Class B transactions (212) (588) - ------------------------------------------------------------------------------- --------- ------------ Class C Proceeds from sales 256 167 Reinvestment of distributions 13 1 Payments for redemptions (101) (7) - ------------------------------------------------------------------------------- --------- ------------- Increase in net assets from Class C transactions 168 161 - ------------------------------------------------------------------------------- --------- ------------ Class S (2) Proceeds from sales 242 -- Payments for redemptions -- -- Shares issued in connection with the acquisition of the Firstar Fund assets 67 -- - ------------------------------------------------------------------------------- --------- ------------ Increase in net assets from Class S transactions 309 -- - ------------------------------------------------------------------------------- --------- ------------ Class Y (2) Proceeds from sales 12,135 14,679 Reinvestment of distributions 255 337 Payments for redemptions (8,203) (18,216) Shares issued in connection with the acquisition of the Firstar Fund assets 32,008 -- - ------------------------------------------------------------------------------- --------- ------------ Increase (decrease) in net assets from Class Y transactions 36,195 (3,200) - ------------------------------------------------------------------------------- --------- ------------ Increase (decrease) in net assets from capital share transactions 36,793 (3,365) - ------------------------------------------------------------------------------- --------- ------------ Total increase (decrease) in net assets 40,649 5,529 - ------------------------------------------------------------------------------- --------- ------------ NET ASSETS AT BEGINNING OF PERIOD 60,420 54,891 =============================================================================== ========= ============ NET ASSETS AT END OF PERIOD $101,069 $ 60,420 =============================================================================== ========= ============ ACCUMULATED NET INVESTMENT INCOME (LOSS) $ 751 $ (69) =============================================================================== ========= ============ (1)See Note 4 in the notes to the financial statements for additional information. (2)On September 24, 2001, Class Y and Institutional class of Science & Technology Fund were redesignated as Class S and Class Y, respectively. (3)Includes distributions in excess of net realized gains of $97 and $1,745 for the period ended September 30, 2001 for the Health Sciences and Technology Funds, respectively. The accompanying notes are an integral part of the financial statements. (128 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 TECHNOLOGY SCIENCE & FUND TECHNOLOGY FUND ------------------------- ------------------------------------- 10/1/00 10/1/99 11/1/00 12/1/99 8/9/99 to to to to to 9/30/01 9/30/00 9/30/01 10/31/00 11/30/99 ----------- ----------- ------------ ----------- --------- $ (2,755) $ (5,255) $ (718) $ (974) $ (71) (315,453) 131,445 (51,893) (2,367) (414) -- -- (2,253) 932 (271,929) 43,672 (51,406) 14,820 9,711 -- -- (253) -- -- ---------- ----------- ---------- ---------- --------- (590,137) 169,862 (106,523) 12,411 9,226 ---------- ----------- ---------- ---------- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- (24,639) (7,867) -- -- -- (16,716) (7,758) -- -- -- (5,503) -- -- -- -- (67,890) (70,350) -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- ---------- ----------- ---------- ---------- --------- (114,748) (85,975) -- -- -- ---------- ----------- ---------- ---------- --------- 51,555 226,127 2,947 2,073 -- 23,719 7,203 -- -- -- (42,766) (96,618) (1,777) (27) -- ---------- ----------- ---------- ---------- --------- 32,508 136,712 1,170 2,046 -- ---------- ----------- ---------- ---------- --------- 11,252 82,706 2,098 12,986 1,197 16,266 7,621 -- -- (9,839) (17,275) (1,168) (1,054) -- -- -- -- -- -- ---------- ----------- ---------- ---------- --------- 17,679 73,052 930 11,932 1,197 ---------- ----------- ---------- ---------- --------- 16,755 39,844 -- -- -- 5,470 -- -- -- -- (5,921) (1,945) -- -- -- ---------- ----------- ---------- ---------- --------- 16,304 37,899 -- -- -- ---------- ----------- ---------- ---------- --------- -- -- 3,256 -- -- -- -- (104) -- -- -- -- -- -- -- ---------- ----------- ---------- ---------- --------- -- -- 3,152 -- -- ---------- ----------- ---------- ---------- --------- 88,628 242,912 50,119 86,735 32,590 35,693 19,875 -- -- -- (95,285) (128,235) (51,322) (18,229) (734) -- -- -- -- -- ---------- ----------- ---------- ---------- --------- 29,036 134,552 (1,203) 68,506 31,858 ---------- ----------- ---------- ---------- --------- 95,527 382,215 4,049 82,484 33,055 ---------- ----------- ---------- ---------- --------- (609,358) 466,102 (102,474) 94,895 42,281 ---------- ----------- ---------- ---------- --------- 723,079 256,977 137,176 42,281 -- ========== =========== ========== ========== ========= $ 113,721 $ 723,079 $ 34,702 $ 137,176 $42,281 ========== =========== ========== ========== ========= $ -- $ -- $ -- $ -- $ -- ========== =========== ========== ========== ========= FIRST AMERICAN FUNDS ANNUAL REPORT 2001 129) FINANCIAL HIGHLIGHTS For a share outstanding, throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS DISTRIBUTIONS VALUE NET GAINS OR FROM NET DISTRIBUTIONS FROM BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM RETURN OF OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS CAPITAL ----------- --------------- ------------- ------------ --------------- -------------- HEALTH SCIENCES FUND Class A 2001(4) $ 13.34 $ (0.03) $ (2.10) $ -- $ (1.37) $ -- 2000 8.24 (0.02) 5.12 -- -- -- 1999 7.82 0.01 0.46 (0.01) (0.04) -- 1998 12.05 0.01 (2.78) -- (1.46) -- 1997 9.86 (0.01) 2.30 -- (0.10) -- Class B 2001(4) $ 12.89 $ (0.11) $ (2.01) $ -- $ (1.37) $ -- 2000 8.02 (0.08) 4.95 -- -- -- 1999 7.65 0.01 0.40 -- (0.04) -- 1998 11.90 (0.02) (2.77) -- (1.46) -- 1997 9.81 (0.01) 2.20 -- (0.10) -- Class C 2001(4) $ 13.29 $ (0.11) $ (2.08) $ -- $ (1.37) $ -- 2000(2) 9.76 (0.03) 3.56 -- -- -- Class S 2001(3)(4) $ 9.06 $ -- $ 0.78 $ -- $ -- $ -- Class Y 2001(4) $ 13.42 $ -- $ (2.12) $ -- $ (1.37) $ -- 2000 8.28 -- 5.14 -- -- -- 1999 7.84 0.04 0.48 (0.04) (0.04) -- 1998 12.08 0.03 (2.78) (0.03) (1.46) -- 1997 9.87 (0.01) 2.33 (0.01) (0.10) -- - ------- -------- ------- ------- ------- ------- ------- REAL ESTATE SECURITIES FUND Class A 2001(4) $ 12.71 $ 0.76 $ 0.32 $ (0.64) $ -- $ (0.03) 2000 10.78 0.74 2.00 (0.79) -- (0.02) 1999 12.17 0.65 (1.36) (0.67) -- (0.01) 1998 14.97 0.63 (2.40) (0.70) (0.33) -- 1997 11.52 0.72 3.42 (0.65) (0.03) (0.01) Class B 2001(4) $ 12.61 $ 0.65 $ 0.33 $ (0.54) $ -- $ (0.03) 2000 10.69 0.64 2.00 (0.69) -- (0.03) 1999 12.08 0.55 (1.34) (0.57) -- (0.03) 1998 14.86 0.52 (2.37) (0.60) (0.33) -- 1997 11.46 0.63 3.38 (0.57) (0.03) (0.01) Class C 2001(4) $ 12.68 $ 0.68 $ 0.30 $ (0.59) $ -- $ -- 2000(2) 10.61 0.50 2.14 (0.57) -- -- Class S 2001(3)(4) $ 12.52 $ 0.11 $ 0.49 $ -- $ -- $ -- Class Y 2001(4) $ 12.73 $ 0.84 $ 0.28 $ (0.68) $ -- $ (0.02) 2000 10.80 0.77 2.00 (0.81) -- (0.03) 1999 12.19 0.68 (1.35) (0.69) -- (0.03) 1998 14.99 0.67 (2.40) (0.74) (0.33) -- 1997 11.53 0.74 3.43 (0.67) (0.03) (0.01) - ------- -------- ------- ------- ------- ------- ------- (1)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (2)Commenced operations on February 1, 2000. All ratios for the period have been annualized, except total return. (3)Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (4)Per share data calculated using average shares outstanding method. The accompanying notes are an integral part of the financial statements. (130 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF NET RATIO OF INVESTMENT RATIO OF NET EXPENSES TO INCOME (LOSS) NET ASSET RATIO OF INVESTMENT AVERAGE TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (1) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE ----------- -------------- -------------- ------------- --------------- ------------- -------------- ---------- $ 9.84 (17.35)% $ 6,514 1.15% (0.28)% 1.42% (0.55)% 103% 13.34 61.89 6,645 1.17 (0.27) 1.46 (0.56) 104 8.24 6.08 1,383 1.16 0.11 1.30 (0.03) 53 7.82 (25.24) 2,017 1.15 0.04 1.20 (0.01) 45 12.05 23.60 849 1.15 (0.20) 1.29 (0.34) 54 $ 9.40 (17.99)% $ 3,496 1.90% (1.04)% 2.17% (1.31)% 103% 12.89 60.72 4,221 1.92 (1.02) 2.21 (1.31) 104 8.02 5.37 1,029 1.92 (0.64) 2.05 (0.77) 53 7.65 (25.80) 645 1.90 (0.73) 1.95 (0.78) 45 11.90 22.69 516 1.90 (0.94) 2.04 (1.08) 54 $ 9.73 (17.92)% $ 5,329 1.90% (1.04)% 2.17% (1.31)% 103% 13.29 36.17 4,347 1.92 (1.02) 2.21 (1.31) 104 $ 9.84 8.61% $ -- 0.00% 0.00% 0.00% 0.00% 103% $ 9.93 (17.15)% $17,141 0.90% (0.04)% 1.17% (0.31)% 103% 13.42 62.10 19,175 0.92 (0.02) 1.21 (0.31) 104 8.28 6.59 12,192 0.90 0.38 1.05 0.23 53 7.84 (25.10) 21,977 0.90 0.27 0.95 0.22 45 12.08 23.89 41,243 0.90 0.06 1.04 (0.08) 54 ------- ------ ----------- ---- ----- ---- ----- --- $ 13.12 8.69% $ 2,421 1.04% 5.89% 1.25% 5.68% 85% 12.71 26.68 2,035 1.05 6.59 1.24 6.40 45 10.78 (5.89) 1,518 1.05 5.52 1.18 5.39 21 12.17 (12.42) 2,027 1.05 4.71 1.18 4.58 36 14.97 36.77 2,105 1.05 4.46 1.30 4.21 14 $ 13.02 7.93% $ 1,724 1.79% 5.13% 2.00% 4.92% 85% 12.61 25.81 1,874 1.80 5.79 1.99 5.60 45 10.69 (6.68) 2,192 1.80 4.75 1.93 4.62 21 12.08 (13.04) 3,026 1.80 3.98 1.93 3.85 36 14.86 35.77 3,318 1.80 3.61 2.00 3.41 14 $ 13.08 7.93% $ 341 1.79% 5.27% 2.00% 5.06% 85% 12.68 25.56 164 1.80 5.79 1.99 5.60 45 $ 13.12 4.87% $ 320 0.56% 43.93% 1.01% 43.48% 85% $ 13.15 9.01% $96,263 0.80% 6.50% 1.01% 6.29% 85% 12.73 26.95 56,347 0.80 6.79 0.99 6.60 45 10.80 (5.64) 51,181 0.80 5.78 0.93 5.65 21 12.19 (12.18) 58,275 0.80 5.06 0.93 4.93 36 14.99 37.07 40,501 0.80 4.57 1.05 4.32 14 ------- ------ ----------- ---- ----- ---- ----- --- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 131) FINANCIAL HIGHLIGHTS For a share outstanding, throughout the periods ended September 30, unless otherwise indicated REALIZED AND NET ASSET UNREALIZED DIVIDENDS VALUE NET GAINS OR FROM NET DISTRIBUTIONS BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM OF PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS ----------- --------------- ------------- ------------ -------------- TECHNOLOGY FUND Class A 2001(7) $ 47.68 $ (0.15) $ (33.55) $ -- $ (7.62) 2000 34.22 (0.35) 24.87 -- (11.06) 1999 15.60 (0.18) 19.55 -- (0.75) 1998 20.20 (0.13) (3.26) -- (1.21) 1997 19.25 (0.11) 3.12 -- (2.06) Class B 2001(7) $ 44.40 $ (0.26) $ (30.75) $ -- $ (7.62) 2000 32.59 (0.35) 23.22 -- (11.06) 1999 14.99 (0.34) 18.69 -- (0.75) 1998 19.58 (0.24) (3.14) -- (1.21) 1997 18.85 (0.20) 2.99 -- (2.06) Class C 2001(7) $ 47.49 $ (0.26) $ (33.33) $ -- $ (7.62) 2000(1) 50.30 (0.35) (2.46) -- -- Class S 2001(2)(7) $ 6.95 $ -- $ (0.59) $ -- $ -- Class Y 2001(7) $ 48.60 $ (0.11) $ (34.34) $ -- $ (7.62) 2000 34.64 (0.34) 25.36 -- (11.06) 1999 15.73 (0.13) 19.79 -- (0.75) 1998 20.29 (0.08) (3.27) -- (1.21) 1997 19.29 (0.06) 3.12 -- (2.06) - ------- -------- ------- -------- ---- -------- SCIENCE & TECHNOLOGY FUND(9) Class A 2001(3)(7) $ 19.43 $ (0.10) $ (14.63) $ -- $ -- 2000(5)(6) 21.93 (0.07) (2.43) -- -- Class B 2001(3)(7) $ 19.36 $ (0.18) $ (14.52) $ -- $ -- 2000(6)(7) 14.52 (0.27) 5.11 -- -- 1999(5) 10.00 -- 4.52 -- -- Class C 2001(2)(7) $ 5.06 $ -- $ (0.36) $ -- $ -- Class S 2001(4)(7) $ 17.69 $ (0.07) $ (12.92) $ -- $ -- Class Y 2001(3)(7) $ 19.54 $ (0.09) $ (14.71) $ -- $ -- 2000(6) 14.56 (0.13) 5.11 -- -- 1999(5) 10.00 -- 4.56 -- -- - ------- -------- ------- -------- ---- -------- (1)Commenced operations on February 1, 2000. All ratios for the period have been annualized, except total return. (2)Class C and Class S shares have been offered since September 24, 2001. All ratios for the period have been annualized, except total return. (3)Effective in 2001, the Fund's fiscal year end was changed from October 31 to September 30 . All ratios for the period have been annualized, except total return. (4)Class S shares have been offered since December 11, 2000. All ratios for the period have been annualized, except total return. (5)Commenced operations on August 9, 1999. All ratios for the period have been annualized, except total return. (6)Effective in 2000, the Fund's fiscal year end was changed from November 30 to October 31. All ratios for the period have been annualized, except total return. (7)Per share data calculated using average shares outstanding method. (8)Total return does not reflect sales charges. Total return would have been lower had certain expenses not been waived. (9)The financial highlights for the Science & Technology Fund as set forth herein include the historical financial highlights of the Firstar Science & Technology Fund. The assets of the Firstar Fund were acquired by the First American Science & Technology Fund on September 24, 2001. In connection with such acquisition, (i) Class A shares of the Firstar Science & Technology Fund were exchanged for Class A shares of the First American Science & Technology Fund, (ii) Firstar Class B shares were exchanged for Class B shares of the First American Fund, (iii) Firstar Class Y shares were exchanged for Class S shares of the First American Fund, and (iv) Firstar Class Institutional shares were exchanged for Class Y shares of the First American Fund. The accompanying notes are an integral part of the financial statements. (132 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 RATIO OF NET RATIO OF INVESTMENT RATIO OF NET EXPENSES TO INCOME (LOSS) NET ASSET RATIO OF INVESTMENT AVERAGE TO AVERAGE VALUE NET ASSETS EXPENSES TO INCOME (LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TOTAL END OF AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD RETURN (8) PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE ----------- -------------- -------------- ------------- --------------- ------------- -------------- ---------- $ 6.36 (83.30)% $ 29,084 1.15% (0.88)% 1.22% (0.95)% 269% 47.68 80.11 155,533 1.15 (0.93) 1.15 (0.93) 195 34.22 128.71 21,491 1.15 (0.80) 1.16 (0.81) 184 15.60 (16.69) 7,703 1.15 (0.60) 1.15 (0.60) 124 20.20 17.71 5,564 1.15 (0.59) 1.17 (0.61) 150 $ 5.77 (83.42)% $ 15,974 1.90% (1.63)% 1.97% (1.70)% 269% 44.40 78.77 97,003 1.90 (1.68) 1.90 (1.68) 195 32.59 127.09 20,866 1.90 (1.56) 1.91 (1.57) 184 14.99 (17.21) 7,499 1.90 (1.38) 1.90 (1.38) 124 19.58 16.82 8,463 1.90 (1.41) 1.92 (1.43) 150 $ 6.28 (83.43)% $ 9,010 1.90% (1.63)% 1.98% (1.71)% 269% 47.49 (5.59) 33,605 1.90 (1.67) 1.88 (1.65) 195 $ 6.36 (8.49)% $ -- 0.00% 0.00% 0.00% 0.00% 269% $ 6.53 (83.26)% $ 59,653 0.90% (0.62)% 0.96% (0.67)% 269% 48.60 80.71 436,938 0.90 (0.67) 0.90 (0.67) 195 34.64 129.52 214,620 0.90 (0.53) 0.91 (0.54) 184 15.73 (16.41) 100,985 0.90 (0.38) 0.90 (0.38) 124 20.29 17.95 148,659 0.90 (0.41) 0.92 (0.43) 150 - ---- ------- ------ ----------- ---- ----- ---- ----- --- $ 4.70 (75.81)% $ 988 1.59% (1.15)% 1.84% (1.40)% 146% 19.43 (11.40) 1,944 1.64 (1.47) 1.73 (1.56) 85 $ 4.66 (75.93)% $ 3,563 2.32% (1.87)% 2.56% (2.11)% 146% 19.36 33.33 13,465 2.09 (1.63) 2.19 (1.73) 85 14.52 45.20 1,345 1.94 (1.19) 2.09 (1.34) 16 $ 4.70 (7.11)% $ -- 0.00% 0.00% 0.00% 0.00% 146% $ 4.70 (73.43)% $ 1,858 1.56% (1.19)% 1.90% (1.53)% 146% $ 4.74 (75.74)% $ 28,293 1.34% (0.90)% 1.58% (1.14)% 146% 19.54 34.20 121,767 1.36 (0.90) 1.46 (1.00) 85 14.56 45.60 40,936 1.69 (0.94) 1.84 (1.09) 16 - ---- ------- ------ ----------- ---- ----- ---- ----- --- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 133) NOTES TO FINANCIAL STATEMENTS September 30, 2001 1 > ORGANIZATION The Large Cap Growth Fund, Large Cap Value Fund, Large Cap Core Fund, Growth & Income Fund, Relative Value Fund, Capital Growth Fund, Equity Income Fund, Balanced Fund, Mid Cap Growth Fund, Mid Cap Value Fund, Mid Cap Core Fund, Micro Cap Fund, Small Cap Growth Fund, Small Cap Value Fund, Small Cap Core Fund, Emerging Markets Fund, International Fund, Health Sciences Fund, Real Estate Securities Fund, Technology Fund, and Science & Technology Fund (each "Fund" and collectively, the "Funds") are mutual funds offered by First American Investment Funds, Inc. (FAIF), which is a member of the First American Family of Funds. FAIF is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. FAIF's articles of incorporation permit the Board of Directors to create additional funds in the future. FAIF offers Class A, Class B, Class C, Class S, and Class Y shares. Class A shares are sold with a front-end sales charge. Class B shares may be subject to a contingent deferred sales charge for six years and automatically convert to Class A shares after eight years. Class C shares are sold with a front-end sales charge and may be subject to a contingent deferred sales charge for 18 months. Class S shares have no sales charge and are offered only through banks and other financial institutions. Class Y shares have no sales charge and are offered only to qualifying institutional investors. The Funds' prospectuses provide descriptions of each Fund's investment objectives, policies and strategies. All classes of shares have identical voting, dividend, liquidation and other rights, and the same terms and conditions, except that the level of distribution fees charged may differ among classes. 2 > SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed by the Funds are as follows: SECURITY VALUATION - Security valuations for FAIF fund investments are furnished by independent pricing services that have been approved by the Board of Directors. Investments in equity securities that are traded on a national securities exchange (or reported on the NASDAQ national market system) are stated at the last quoted sales price if readily available for such securities on each business day. Other equity securities traded in the over-the-counter market and listed equity securities for which no sale was reported on that date are stated at the last quoted bid price. Debt obligations exceeding sixty days to maturity are valued by an independent pricing service. The pricing service may employ methodologies that utilize actual market transactions, broker-dealer supplied valuations, or other formula driven valuation techniques. These techniques generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. Securities for which prices are not available from an independent pricing service but where an active market exists are valued using market quotations obtained from one or more dealers that make markets in the securities or from a widely-used quotation system. When market quotations are not readily available, securities are valued at fair value as determined in good faith by procedures established and approved by the Board of Directors. Debt obligations with sixty days or less remaining until maturity may be valued at their amortized cost. Foreign securities are valued at the closing prices on the principal exchange on which they trade. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Exchange rates are provided daily by recognized independent pricing agents. SECURITY TRANSACTIONS AND INVESTMENT INCOME - The Funds record security transactions on the trade date of the security purchase or sale. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of bond premium and discount, is recorded on the accrual basis. Security gains and losses are determined on the basis of identified cost, which is the same basis used for federal income tax purposes. DISTRIBUTIONS TO SHAREHOLDERS - Balanced Fund, Capital Growth Fund, Equity Income Fund, Growth & Income Fund, Large Cap Core Fund, Large Cap Growth Fund, Large Cap Value Fund, Mid Cap Core Fund, Mid Cap Growth Fund, Mid Cap Value Fund and Relative Value Fund declare and pay income dividends monthly. Micro Cap Fund, Small Cap Growth Fund, Small Cap Core Fund, Small Cap Value Fund, Health Sciences Fund, Real Estate Securities Fund and Technology Fund declare and pay income dividends quarterly. Emerging Markets Fund, International Fund and Science & Technology Fund declare and pay income dividends annually. Due to the nature of the dividends received by the Real Estate Securities Fund on its securities holdings, a portion of the quarterly distributions of the Real Estate Securities Fund may be a return of capital. Any net realized capital (134 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 gains on sales of a fund's securities are distributed to shareholders at least annually. FEDERAL TAXES - It is each Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for Federal income tax purposes. In addition, due to the timing of dividend distributions, the fiscal year in which the amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. Net investment income and net realized gains (losses) may differ for financial statement and tax purposes because of temporary or permanent book/tax differences. These differences are primarily due to post-October losses, losses deferred due to wash sales, foreign currency gains and losses and the "mark-to-market" of certain Passive Foreign Investment Companies (PFICs) for tax purposes. To the extent these differences are permanent, adjustments are made to the appropriate equity accounts in the period that the difference arises. On the statements of net assets the following adjustments were made for permanent tax adjustments (000): ACCUMULATED UNDISTRIBUTED NET REALIZED NET INVESTMENT GAIN (LOSS) INCOME PAID IN CAPITAL -------------- --------------- ---------------- Large Cap Growth Fund $ 36 $ 1,357 $ (1,393) Large Cap Value Fund 98 (98) -- Large Cap Core Fund (3) (9) 12 Growth & Income Fund (2,361) (739) 3,100 Relative Value Fund 12 (12) -- Capital Growth Fund 4 1,267 (1,271) Equity Income Fund 5 60 (65) Balanced Fund (622) 114 508 Mid Cap Growth Fund 138 1,331 (1,469) Mid Cap Core Fund 68 (45) (23) Micro Cap Fund 890 2,159 (3,049) Small Cap Growth Fund 52 1,568 (1,620) Small Cap Value Fund (531) 297 234 Small Cap Core Fund 141 53 (194) Emerging Markets Fund 286 (317) 31 International Fund (25,014) (8,096) 33,110 Health Sciences Fund (64) 118 (54) Real Estate Securities Fund 1,651 138 (1,789) Technology Fund 8 2,755 (2,763) Science & Technology Fund -- 718 (718) - ---------------------------------- ---------- --------- -------- At September 30, 2001, the following funds have capital loss carryovers: AMOUNT (000) EXPIRATION DATE -------------- ---------------- Large Cap Growth Fund $ 5,390 2009 Large Cap Value Fund 5,508 2009 Large Cap Core Fund 31,064 2009 Growth & Income Fund 20,675 2009 Capital Growth Fund 12,783 2009 Balanced Fund 15,132 2008-2009 Mid Cap Growth Fund 8,410 2009 Mid Cap Value Fund 106,045 2008 Mid Cap Core Fund 13,265 2009 Micro Cap Fund 7,489 2009 Emerging Markets Fund 242 2007 International Fund 51,154 2007-2009 Real Estate Securities Fund 4,664 2008 Technology Fund 12,002 2009 Science & Technology Fund 51,353 2007-2009 - ---------------------------------- -------- --------- In accordance with Section 382 of the Internal Revenue Code, utilization of the capital loss carryovers was limited for Balanced, International and Real Estate Securities Funds in the amount (000) of $11,268, $8,582, and $1,604, respectively. The amount for the Real Estate Securities Fund is subject to change because its tax year end is December 31. Certain funds incurred a loss for tax purposes for November 1, 2000, to September 30, 2001. As permitted by tax regulations, the Fund intends to elect to defer and treat these losses as arising in the fiscal year ended September 30, 2002. The following funds had deferred losses: AMOUNT (000) ------------ Large Cap Growth Fund $38,004 Balanced Fund 24,605 Mid Cap Growth Fund 108,446 Small Cap Growth Fund 71,061 Emerging Markets Fund 7,401 International Fund 125,526 Technology Fund 285,984 ----------------------- ------- FUTURES TRANSACTIONS - In order to gain exposure to or protect against changes in the market, certain Funds may enter into S&P Stock Index futures contracts and other stock futures contracts. Upon entering into a futures contract, the Fund is required to deposit cash or pledge U.S. government securities in an amount equal to five percent of the purchase price indicated in the futures contract (initial margin). Subsequent payments, which are dependent on the daily fluctuations in the value of the underlying security or securities, are made or received by the Fund each day (daily variation margin) and are recorded as unrealized gains or losses until the contract is closed. When the contract is closed, the Fund FIRST AMERICAN FUNDS ANNUAL REPORT 2001 135) NOTES TO FINANCIAL STATEMENTS September 30, 2001 records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund's basis in the contract. FOREIGN CURRENCY TRANSLATION - The books and records of the Emerging Markets Fund and International Fund are maintained in U.S. dollars on the following basis: o market value of investment securities, assets and liabilities at the current rate of exchange; and o purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the respective dates of such transactions. The Emerging Markets Fund and International Fund do not isolate the portion of gains and losses on investments in equity securities that is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities. The Emerging Markets Fund and International Fund report certain foreign currency-related transactions as components of realized gains for financial reporting purposes, whereas such components are treated as ordinary income for federal income tax purposes. FORWARD FOREIGN CURRENCY CONTRACTS - The Emerging Markets Fund and International Fund may enter into forward foreign currency contracts as hedges against either specific transactions or fund positions. The aggregate principal amount of the contracts are not recorded because the Emerging Markets Fund and International Fund intend to settle the contracts prior to delivery. All commitments are "marked-to-market" daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded currently. The Emerging Markets Fund and International Fund realize gains or losses at the time the forward contracts are extinguished. Unrealized gains or losses on outstanding positions in forward foreign currency contracts held at the close of the period are recognized as ordinary income or loss for federal income tax purposes. The use of forward foreign currency contracts does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit a potential gain that might result should the value of the currency increase. These contracts involve market risk in excess of the amount reflected in the Funds' statement of assets and liabilities. The face or contract amount in U.S. dollars reflects the total exposure the portfolio has in that particular currency contract. In addition, there could be exposure to risks (limited to the amount of unrealized gains) if the counterparties to the contracts are unable to meet the terms of their contracts. There were no outstanding forward foreign currency contracts at September 30, 2001. EXPENSES - Expenses that are directly related to one of the Funds are charged directly to that Fund. Other operating expenses are allocated to the Funds on the basis of relative net assets. Class specific expenses, such as the 12b-1 fees, are borne by that Class. Income, other expenses and realized and unrealized gains and losses of a Fund are allocated to the respective Class on the basis of the relative net assets each day. OPTIONS TRANSACTIONS - When a call or put option is written, an amount equal to the premium received is recorded as a liability. The liability is marked-to-market daily to reflect the current market value of the option written. When a written option expires, a gain is realized in the amount of the premium originally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon exercise of the option. Purchased options are recorded as investments and marked-to-market daily to reflect the current market value of the option contract. If a purchased option expires, a loss is realized in the amount of the cost of the option. If a closing transaction is entered into, a gain or loss is realized, to the extent that the proceeds from the sale are greater or less than the cost of the option. If a put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid. SECURITIES LENDING - Each Fund may lend up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities in order to earn additional income. Each Fund's policy is to maintain collateral in the form of cash, U.S. Government securities or other high grade debt obligations equal to at least (136 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 100% of the value of securities loaned. The collateral is then "marked-to-market" daily until the securities are returned. USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of net assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates. 3 > FEES AND EXPENSES ADVISOR FEES - Prior to May 2, 2001, First American Asset Management ("FAAM"), a division of U.S. Bank National Association ("U.S. Bank"), served as investment advisor to the Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund, Mid Cap Growth Fund, Mid Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Emerging Markets Fund, Health Sciences Fund, Real Estate Securities Fund and Technology Fund. Firstar Investment Research & Management Company LLC ("FIRMCO") served as investment advisor to Large Cap Core Fund, Growth & Income Fund, Relative Value Fund, Capital Growth Fund, Balanced Fund, Mid Cap Core Fund, Micro Cap Fund, Small Cap Core Fund, International Fund and Science & Technology Fund. On May 2, 2001, FAAM and FIRMCO combined advisory operations to form U.S. Bancorp Piper Jaffray Asset Management, Inc. (the "Advisor"), a subsidiary of U.S. Bank. The investment advisory fees paid by each fund did not change as a result of the combination. Pursuant to an investment advisory agreement (the "Agreement"), the Advisor manages each Fund's assets and furnishes related office facilities, equipment, research and personnel. The Agreement requires each fund to pay the Advisor a monthly fee based upon average daily net assets. The annual fee for each fund is as follows: ----------------------------------------- Large Cap Growth Fund 0.65% Large Cap Value Fund 0.65% Large Cap Core fund 0.65% Growth & Income Fund 0.65% Relative Value Fund 0.65% Capital Growth Fund 0.65% Equity Income Fund 0.65% Balanced Fund 0.65% Mid Cap Growth Fund 0.70% Mid Cap Value Fund 0.70% Mid Cap Core Fund 0.70% Micro Cap Fund 1.40% Small Cap Growth Fund 0.70% Small Cap Value Fund 0.70% Small Cap Core Fund 0.70% Emerging Markets Fund 1.15% International Fund 1.10% Health Sciences Fund 0.70% Real Estate Securities Fund 0.70% Technology Fund 0.70% Science & Technology Fund 0.70% ----------------------------------------- The Advisor voluntarily waived fees during the current fiscal year so that the total fund operating expenses did not exceed expense limitations described in the Funds' prospectuses. The Funds may invest in First American Funds, Inc. (FAF), subject to certain limitations. The terms of such transactions are identical to those of non-related entities except that, to avoid duplicative investment advisory fees, the Advisor reimburses each FAIF fund an amount equal to the investment advisory fee earned by FAF related to such investments. SUB-ADVISOR FEES - Marvin & Palmer Associates, Inc. serves as Sub-Advisor to the Emerging Markets Fund pursuant to a Sub-Advisory Agreement with the Advisor. For Emerging Markets Fund, Marvin & Palmer is paid a monthly fee by the Advisor calculated on an annual basis equal to 0.85% of the first $100 million of average daily net assets, 0.60% of average daily net assets in excess of $100 million up to $300 million, 0.55% of average daily net assets in excess of $300 million up to $500 million, and 0.50% of average daily net assets in excess of $500 million. Clay Finlay, Inc. serves as Sub-Adviser to the International Fund, and receives a fee, payable by the Advisor. The fee is computed daily and paid monthly at the following annual rates (as a percentage of the Fund's average daily net assets): 0.75% of the first $50 million of the Fund's average daily net assets; plus 0.50% of the next $50 million of average daily net assets; plus 0.25% of average net assets in excess of $100 million. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 137) NOTES TO FINANCIAL STATEMENTS September 30, 2001 ADMINISTRATION FEES - U.S. Bank is the administrator providing administrative services including certain accounting, legal, and shareholder services to the First American Family of Funds. Under the arrangement, the Funds are charged an annual rate of 0.12% of each FAIF Fund's average daily net assets, with a minimum annual fee of $50,000. To the extent that aggregate net assets of the First American Family of Funds exceed $8 billion, the annual rate for each FAIF Fund is reduced to 0.105% of its respective share of excess net assets. Fees are computed daily and paid monthly. Administration fees paid to U.S. Bank as administrator for the year ended September 30, 2001 were as follows (000): ------------------------------------- Large Cap Growth Fund $471 Large Cap Value Fund 621 Equity Income Fund 142 Mid Cap Growth Fund 222 Mid Cap Value Fund 161 Small Cap Growth Fund 222 Small Cap Value Fund 246 Emerging Markets Fund 26 Health Sciences Fund 16 Real Estate Securities Fund 31 Technologies Fund 144 ------------------------------------- Firstar Mutual Fund Services, LLC ("FMFS"), an affiliate of U.S. Bancorp, served as the administrator of the Firstar Funds. As administrator FMFS earned a fee at an annual rate of 0.125% on the first $2 billion of average daily net assets and 0.10% on assets in excess of $2 billion. For the period of November 1, 2000 to September 30, 2001, FMFS earned fees, which were computed daily and paid monthly, from the following funds (000): ----------------------------------- Large Cap Core Fund $389 Growth & Income Fund 795 Relative Value Fund 460 Capital Growth Fund 252 Balanced Fund 258 Mid Cap Core Fund 525 Micro Cap Fund 330 Small Cap Core Fund 331 International Fund 173 Science & Technology Fund 75 ----------------------------------- SUB-ADMINISTRATION FEES - Both SEI Investments Mutual Fund Services ("SIMFS") and FMFS provided sub-administration services for the Funds for the year ended September 30, 2001. For these services U.S. Bank compensates SIMFS and FMFS monthly at a rate equal to 0.05% of aggregate average daily net assets of the FAIF. In addition, SIMFS also received 0.015% on assets up to $34.5 billion, 0.0075% on the next $25.5 billion and 0.005% on the assets over $80 billion for the First American Family of Funds. There is a minimum fee of $50,000 per fund (the oldest 38 funds excluded). U.S. Bank paid SIMFS $9,211,172 and FMFS $1,182,706 in aggregate from October 1, 2000 through September 30, 2001. For the funds included in this annual report the amounts paid to SIMFS and FMFS for their respective periods were as follows (000): SIMFS FMFS ----------------------------------------------- Large Cap Growth Fund $585 $31 Large Cap Value Fund 796 14 Equity Income Fund 171 11 Balanced Fund 174 -- Mid Cap Growth Fund 283 10 Mid Cap Value Fund 198 9 Small Cap Growth Fund 273 18 Small Cap Value Fund 300 14 Emerging Markets Fund 33 1 Health Sciences Fund 19 1 Real Estate Securities Fund 37 2 Technology Fund 198 2 ----------------------------------------------- CUSTODIAN FEES - Through a separate contractual agreement, U.S. Bank served as the Fund's custodian for the Large Cap Growth Fund, Large Cap Value Fund, Equity Income Fund, Mid Cap Growth Fund, Mid Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Emerging Markets Fund, Health Sciences Fund, Real Estate Securities Fund and Technology Fund. The fee for each Fund, with the exception of Emerging Markets, is equal to an annual rate of 0.03% of average daily net assets. The fee for the Emerging Markets Fund was 0.10% of the average daily net assets, which is computed daily and paid monthly. Firstar Bank N.A., an affiliate of U.S. Bancorp, served as custodian for the Large Cap Core Fund, Growth & Income Fund, Relative Value Fund, Capital Growth Fund, Balanced Fund, Mid Cap Core Fund, Micro Cap Fund, Small Cap Core Fund, International Fund and Science & Technology Fund. Under the arrangement, the Funds were charged an annual fee of 0.02% on the first $2 billion of Firstar Funds assets, plus 0.015% on the next $2 billion, plus 0.01% on the next $1 billion and 0.005% on assets in excess of $5 billion. DISTRIBUTION AND SHAREHOLDER SERVICING FEES - SEI Investments Distribution Co. ("SIDCO") served as distributor of the Funds. Under the respective distribution plan, each of the Funds pay SIDCO a monthly distribution fee equal to an annual rate of 0.25% of each Fund's average daily net assets of the Class A shares, 1.00% of the Class B shares, 1.00% of the Class C shares and 0.25% of the Class S shares, which may be used by SIDCO to provide compensation for sales support and distribution activities. No distribution and shareholder servicing fees are paid (138 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 by Class Y shares. Under the agreement, SIDCO paid the following amounts to affiliates of U.S. Bank for the period ended September 30, 2001 (000): U.S. BANCORP U.S. BANK PIPER JAFFRAY U.S. BANK TRUST --------------------------------------------------------------------------- Large Cap Growth Fund $ 70 $288 $ 1 Large Cap Value Fund 107 245 3 Equity Income Fund 31 42 -- Mid Cap Growth Fund 19 358 5 Mid Cap Value Fund 30 27 -- Small Cap Growth Fund 26 95 -- Small Cap Value Fund 51 36 -- Emerging Markets Fund -- 9 -- Health Sciences Fund 8 21 -- Real Estate Securities Fund 3 5 -- Technology Fund 44 115 -- --------------------------------------------------------------------------- Quasar Distributors, LLC ("Quasar"), an affiliate of U.S. Bancorp, served as distributor for the Large Cap Core Fund and Growth & Income Fund, Relative Value Fund, Capital Growth Fund, Balanced Fund, Mid Cap Core Fund, Micro Cap Fund, Small Cap Core Fund, International Fund and Science & Technology Fund. Under the respective distribution agreement the Funds paid Quasar a monthly distribution fee equal to a rate of 0.25% of each Fund's average daily net assets of the Class A shares, 1.00% of the Class B shares, 1.00% of the Class C shares, and 0.25% of the Class S shares. As of October 1, 2001, Quasar was named as the distributor of the FAIF Funds. TRANSFER AGENT FEES - As the servicing agent, U.S. Bank was paid $8,602,245 in aggregate for the year ended September 30, 2001 for the First American Family of Funds. For the year ended September 30, 2001, transfer agent fees paid to U.S. Bank for the funds included in this annual report were as follows (000): ------------------------------------- Large Cap Growth Fund $231 Large Cap Value Fund 211 Equity Income Fund 29 Mid Cap Growth Fund 224 Mid Cap Value Fund 37 Small Cap Growth Fund 92 Small Cap Value Fund 54 Emerging Markets Fund 21 Health Sciences Fund 22 Real Estate Securities Fund 6 Technology Fund 220 ------------------------------------- FMFS served as the transfer agent to the Large Cap Core Fund, Growth & Income Fund, Relative Value Fund, Capital Growth Fund, Balanced Fund, Mid Cap Core Fund, Micro Cap Fund, Small Cap Core Fund, International Fund, and Science & Technology Fund. For the period November 1, 2001 to September 30, 2001, the transfer agent fees paid to FMFS were (000): ----------------------------------- Large Cap Core Fund $148 Growth & Income Fund 339 Relative Value Fund 188 Capital Growth Fund 180 Balanced Fund 108 Mid Cap Core Fund 188 Micro Cap Fund 80 Small Cap Core Fund 90 International Fund 64 Science & Technology Fund 54 ----------------------------------- OTHER FEES - In addition to the investment advisory and management fees, custodian fees, distribution fees, administrator and transfer agent fees, each Fund is responsible for paying most other operating expenses including organization costs, fees and expenses of outside directors, registration fees, printing shareholder reports, legal, auditing, insurance and other miscellaneous expenses. For the year ended September 30, 2001, legal fees and expenses were paid to a law firm of which the Assistant Secretaries of the Funds are partners. SALES CHARGES - A Contingent Deferred Sales Charge ("CDSC") is imposed on redemptions made in the Class B shares. The CDSC varies depending on the number of years from time of payment for the purchase of Class B shares until the redemption of such shares. CDSC AS A PERCENTAGE OF DOLLAR YEAR SINCE PURCHASE AMOUNT SUBJECT TO CHARGE -------------------------------------------------- First 5.00% Second 5.00% Third 4.00% Fourth 3.00% Fifth 2.00% Sixth 1.00% Seventh -- Eighth -- -------------------------------------------------- Class B shares will automatically convert to Class A shares eight years after the first day of the month shares are purchased. A CDSC of 1.00% is imposed on redemptions made in Class C shares for the first eighteen months. The CDSC for Class B shares and Class C shares is imposed on the value of the purchased shares, or the value at the time of redemption, whichever is less. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 139) NOTES TO FINANCIAL STATEMENTS September 30, 2001 4 > CAPITAL SHARE TRANSACTIONS Capital share transactions for the Funds were as follows (000): LARGE CAP LARGE CAP GROWTH FUND VALUE FUND --------------------- --------------------- 10/1/00 10/1/99 10/1/00 10/1/99 to to to to 9/30/01 9/30/00 9/30/01 9/30/00 --------- --------- --------- --------- Class A: Shares issued 2,597 2,279 948 1,536 Shares issued in lieu of cash distributions 1,077 1,181 697 927 Shares redeemed (4,194) (2,296) (2,467) (3,419) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------ ------ ------ ------ TOTAL CLASS A TRANSACTIONS (520) 1,164 (822) (956) ===================================================== ====== ====== ====== ====== Class B: Shares issued 423 836 195 240 Shares issued in lieu of cash distributions 215 164 252 335 Shares redeemed (365) (248) (469) (827) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------ ------ ------ ------ TOTAL CLASS B TRANSACTIONS 273 752 (22) (252) ===================================================== ====== ====== ====== ====== Class C: Shares issued 793 785 414 268 Shares issued in lieu of cash distributions 106 10 34 9 Shares redeemed (281) (20) (129) (19) - ----------------------------------------------------- ------ ------ ------ ------ TOTAL CLASS C TRANSACTIONS 618 775 319 258 ===================================================== ====== ====== ====== ====== Class S: Shares issued -- -- -- -- Shares issued in lieu of cash distributions -- -- -- -- Shares redeemed -- -- -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------ ------ ------ ------ TOTAL CLASS S TRANSACTIONS -- -- -- ===================================================== ====== ====== ====== ====== Class Y: Shares issued 24,802 13,361 14,771 17,619 Shares issued in lieu of cash distributions 3,006 2,201 4,642 4,556 Shares redeemed (16,084) (7,928) (16,348) (22,648) Shares issued in connection with the acquisition of Santa Monica Trust Fund -- 471 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------- ------ ------- ------- TOTAL CLASS Y TRANSACTIONS 11,724 8,105 3,065 (473) ===================================================== ======= ====== ======= ======= NET INCREASE (DECREASE) IN CAPITAL SHARES 12,095 10,796 2,540 (1,423) ===================================================== ======= ====== ======= ======= [WIDE TABLE CONTINUED FROM ABOVE] LARGE CAP CORE FUND -------------------------------- 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 --------- -------- --------- Class A: Shares issued 127 155 378 Shares issued in lieu of cash distributions 153 45 23 Shares redeemed (260) (279) (329) Shares issued in connection with the acquisition of Stellar/Mercantile assets 203 -- -- - ----------------------------------------------------- ---- ---- ---- TOTAL CLASS A TRANSACTIONS 223 (79) 72 ===================================================== ==== ==== ==== Class B: Shares issued 43 85 51 Shares issued in lieu of cash distributions 5 1 -- Shares redeemed (15) (17) (1) Shares issued in connection with the acquisition of Stellar/Mercantile assets 56 -- -- - ----------------------------------------------------- ---- ---- ---- TOTAL CLASS B TRANSACTIONS 89 69 50 ===================================================== ==== ==== ==== Class C: Shares issued -- -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed -- -- -- - ----------------------------------------------------- ---- ---- ---- TOTAL CLASS C TRANSACTIONS -- -- -- ===================================================== ==== ==== ==== Class S: Shares issued 57 -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed (63) -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 120 -- -- - ----------------------------------------------------- ---- ---- ---- TOTAL CLASS S TRANSACTIONS 114 -- -- ===================================================== ==== ==== ==== Class Y: Shares issued 5,657 4,085 3,463 Shares issued in lieu of cash distributions 831 190 92 Shares redeemed (3,788) (3,746) (3,440) Shares issued in connection with the acquisition of Santa Monica Trust Fund -- -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 2,276 -- -- - ----------------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 4,976 529 115 ===================================================== ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 5,402 519 237 ===================================================== ====== ====== ====== (140 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 GROWTH & INCOME FUND ------------------------------- 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 ---------- -------- -------- Class A: Shares issued 369 251 570 Shares issued in lieu of cash distributions 453 378 332 Shares redeemed (830) (981) (973) Shares issued in connection with the acquisition of Stellar/Mercantile assets 970 -- -- - -------------------------------------------------------------------------------- ---- ---- ---- TOTAL CLASS A TRANSACTIONS 962 (352) (71) ================================================================================ ==== ==== ==== Class B: Shares issued 153 54 35 Shares issued in lieu of cash distributions 9 4 -- Shares redeemed (70) (13) (1) Shares issued in connection with the acquisition of Stellar/Mercantile assets 205 -- -- - -------------------------------------------------------------------------------- ---- ---- ---- TOTAL CLASS B TRANSACTIONS 297 45 34 ================================================================================ ==== ==== ==== Class S: Shares issued 544 -- -- Shares issued in lieu of cash distributions 6 -- -- Shares redeemed (765) -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 1,654 -- -- - -------------------------------------------------------------------------------- ----- ---- ---- TOTAL CLASS S TRANSACTIONS 1,439 -- -- ================================================================================ ===== ==== ==== Class Y: Shares issued 5,233 2,839 3,290 Shares issued in lieu of cash distributions 1,175 926 750 Shares redeemed (5,299) (4,228) (3,196) Shares issued in connection with the acquisition of Stellar/Mercantile assets 3,786 -- -- - -------------------------------------------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 4,895 (463) 844 ================================================================================ ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 7,593 (770) 807 ================================================================================ ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] RELATIVE VALUE FUND ------------------------------- 11/1/00 12/1/99 12/1/98 to to to 9/30/01 10/31/00 11/30/99 --------- -------- -------- Class A: Shares issued 110 109 300 Shares issued in lieu of cash distributions 23 12 18 Shares redeemed (235) (520) (373) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ---- ---- ---- TOTAL CLASS A TRANSACTIONS (102) (399) (55) ================================================================================ ==== ==== ==== Class B: Shares issued 50 155 255 Shares issued in lieu of cash distributions 5 4 4 Shares redeemed (92) (110) (67) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ---- ---- ---- TOTAL CLASS B TRANSACTIONS (37) 49 192 ================================================================================ ==== ==== ==== Class S: Shares issued 1,472 -- -- Shares issued in lieu of cash distributions 5 -- -- Shares redeemed (64) -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ----- ---- ---- TOTAL CLASS S TRANSACTIONS 1,413 -- -- ================================================================================ ===== ==== ==== Class Y: Shares issued 2,404 3,570 3,776 Shares issued in lieu of cash distributions 185 104 133 Shares redeemed (4,482) (3,504) (2,610) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS (1,893) 170 1,299 ================================================================================ ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES (619) (180) 1,436 ================================================================================ ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] CAPITAL GROWTH FUND --------------------------------- 11/1/00 12/1/99 12/1/98 to to to 9/30/01 10/31/00 11/30/99 --------- -------- -------- Class A: Shares issued 570 47 -- Shares issued in lieu of cash distributions 2 -- -- Shares redeemed (32) (2) -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- --- -- -- TOTAL CLASS A TRANSACTIONS 540 45 -- ================================================================================ === == == Class B: Shares issued 268 685 811 Shares issued in lieu of cash distributions 118 -- 80 Shares redeemed (1,111) (588) (509) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ------ ---- ---- TOTAL CLASS B TRANSACTIONS (725) 97 382 ================================================================================ ====== ==== ==== Class S: Shares issued 878 -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed (69) -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ------ ---- ---- TOTAL CLASS S TRANSACTIONS 809 -- -- ================================================================================ ====== ==== ==== Class Y: Shares issued 2,883 2,513 2,900 Shares issued in lieu of cash distributions 156 -- 91 Shares redeemed (3,316) (1,095) (1,425) Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- - -------------------------------------------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS (277) 1,418 1,566 ================================================================================ ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 347 1,560 1,948 ================================================================================ ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] EQUITY INCOME FUND --------------------- 10/1/00 10/1/99 to to 9/30/01 9/30/00 --------- -------- Class A: Shares issued 863 471 Shares issued in lieu of cash distributions 308 81 Shares redeemed (497) (477) Shares issued in connection with the acquisition of Firstar assets 86 -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS A TRANSACTIONS 760 75 ================================================================================ ==== ==== Class B: Shares issued 265 123 Shares issued in lieu of cash distributions 188 52 Shares redeemed (206) (227) Shares issued in connection with the acquisition of Firstar assets 69 -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS B TRANSACTIONS 316 (52) ================================================================================ ==== ==== Class C: Shares issued 522 77 Shares issued in lieu of cash distributions 99 9 Shares redeemed (111) (39) Shares issued in connection with the acquisition of Firstar assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS C TRANSACTIONS 510 47 ================================================================================ ==== ==== Class S: Shares issued -- -- Shares issued in lieu of cash distributions -- -- Shares redeemed -- -- Shares issued in connection with the acquisition of Firstar assets 27 -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS S TRANSACTIONS 27 -- ================================================================================ ==== ==== Class Y: Shares issued 6,753 2,047 Shares issued in lieu of cash distributions 1,549 233 Shares redeemed (6,668) (7,378) Shares issued in connection with the acquisition of Firstar assets 3,459 -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------ ------ TOTAL CLASS Y TRANSACTIONS 5,093 (5,098) ================================================================================ ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 6,679 (5,028) ================================================================================ ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] BALANCED FUND ------------------------------ 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 -------- -------- -------- Class A: Shares issued 204 149 210 Shares issued in lieu of cash distributions 334 119 92 Shares redeemed (457) (437) (513) Shares issued in connection with the acquisition of Firstar assets 11,449 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 274 -- -- - -------------------------------------------------------------------------------- ------ ---- ---- TOTAL CLASS A TRANSACTIONS 11,804 (169) (211) ================================================================================ ====== ==== ==== Class B: Shares issued 121 47 21 Shares issued in lieu of cash distributions 15 2 -- Shares redeemed (67) (3) -- Shares issued in connection with the acquisition of Firstar assets 4,800 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 59 -- -- - -------------------------------------------------------------------------------- ------ ---- ---- TOTAL CLASS B TRANSACTIONS 4,928 46 21 ================================================================================ ====== ==== ==== Class C: Shares issued 0 -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed -- -- -- Shares issued in connection with the acquisition of Firstar assets 248 -- -- - -------------------------------------------------------------------------------- ------ ---- ---- TOTAL CLASS C TRANSACTIONS 248 -- -- ================================================================================ ====== ==== ==== Class S: Shares issued 744 -- -- Shares issued in lieu of cash distributions 31 -- -- Shares redeemed (960) -- -- Shares issued in connection with the acquisition of Firstar assets 2,782 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 1,563 -- -- - -------------------------------------------------------------------------------- ------ ---- ---- TOTAL CLASS S TRANSACTIONS 4,160 -- -- ================================================================================ ====== ==== ==== Class Y: Shares issued 1,659 2,282 1,893 Shares issued in lieu of cash distributions 1,018 401 310 Shares redeemed (2,394) (3,831) (2,501) Shares issued in connection with the acquisition of Firstar assets 33,791 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 533 -- -- - -------------------------------------------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 34,607 (1,148) (298) ================================================================================ ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 55,747 (1,271) (488) ================================================================================ ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] MID CAP GROWTH FUND ------------------------- 10/1/00 10/1/99 to to 9/30/01 9/30/00 ------------ --------- Class A: Shares issued 7,041 4,773 Shares issued in lieu of cash distributions 9,400 2,541 Shares redeemed (12,201) (6,122) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------- ------ TOTAL CLASS A TRANSACTIONS 4,240 1,192 ================================================================================ ======= ====== Class B: Shares issued 375 243 Shares issued in lieu of cash distributions 192 7 Shares redeemed (176) (18) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------- ------ TOTAL CLASS B TRANSACTIONS 391 232 ================================================================================ ======= ====== Class C: Shares issued 881 286 Shares issued in lieu of cash distributions 237 8 Shares redeemed (294) (9) Shares issued in connection with the acquisition of Firstar assets -- -- - -------------------------------------------------------------------------------- ------- ------ TOTAL CLASS C TRANSACTIONS 824 285 ================================================================================ ======= ====== Class S: Shares issued -- -- Shares issued in lieu of cash distributions -- -- Shares redeemed -- -- Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------- ------ TOTAL CLASS S TRANSACTIONS -- -- ================================================================================ ======= ====== Class Y: Shares issued 22,670 8,812 Shares issued in lieu of cash distributions 9,585 2,422 Shares redeemed (11,904) (8,620) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------- ------ TOTAL CLASS Y TRANSACTIONS 20,351 2,614 ================================================================================ ======= ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 25,806 4,323 ================================================================================ ======= ====== FIRST AMERICAN FUNDS ANNUAL REPORT 2001 141) NOTES TO FINANCIAL STATEMENTS September 30, 2001 MID CAP MID CAP VALUE FUND CORE FUND --------------------- ------------------------------- 10/1/00 10/1/99 11/1/00 11/1/99 11/1/98 to to to to to 9/30/01 9/30/00 9/30/01 10/31/00 10/31/99 --------- --------- --------- -------- --------- Class A: Shares issued 332 524 173 106 266 Shares issued in lieu of cash distributions 7 6 1,052 43 26 Shares redeemed (278) (1,157) (312) (700) (1,380) - ---------------------------------------------- ---- ------ ----- ---- ------ TOTAL CLASS A TRANSACTIONS 61 (627) 913 (551) (1,088) ============================================== ==== ====== ===== ==== ====== Class B: Shares issued 122 51 86 10 4 Shares issued in lieu of cash distributions 1 2 6 -- -- Shares redeemed (152) (683) (10) (1) (1) - ---------------------------------------------- ---- ------ ----- ----- ------- TOTAL CLASS B TRANSACTIONS (29) (630) 82 9 3 ============================================== ==== ====== ===== ==== ====== Class C: Shares issued 178 88 -- -- -- Shares redeemed (33) (3) -- -- -- - ---------------------------------------------- ---- ------- ----- ---- ------ TOTAL CLASS C TRANSACTIONS 145 85 -- -- -- ============================================== ==== ====== ===== ==== ====== Class S: Shares issued 3 -- 63 -- -- Shares redeemed -- -- (11) -- -- - ---------------------------------------------- ---- ------ ----- ---- ------ TOTAL CLASS S TRANSACTIONS 3 -- 52 -- -- ============================================== ==== ====== ===== ==== ====== Class Y: Shares issued 6,832 5,589 11,303 2,923 6,379 Shares issued in lieu of cash distributions 78 85 3,638 146 80 Shares redeemed (4,453) (10,370) (8,827) (4,617) (9,295) - ---------------------------------------------- ------ ------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 2,457 (4,696) 6,114 (1,548) (2,836) ============================================== ====== ======= ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 2,637 (5,868) 7,161 (2,090) (3,921) ============================================== ====== ======= ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] MICRO CAP FUND -------------------------------- 11/1/00 11/1/99 11/1/98 to to to 9/30/01 10/31/00 10/31/99 --------- -------- --------- Class A: Shares issued 1,815 1,005 596 Shares issued in lieu of cash distributions 578 296 3 Shares redeemed (1,092) (934) (594) - ---------------------------------------------- ------ ----- ---- TOTAL CLASS A TRANSACTIONS 1,301 367 5 ============================================== ====== ===== ==== Class B: Shares issued 111 68 6 Shares issued in lieu of cash distributions 31 3 -- Shares redeemed (19) (8) -- - ---------------------------------------------- ------ ------ ---- TOTAL CLASS B TRANSACTIONS 123 63 6 ============================================== ====== ===== ==== Class C: Shares issued -- -- -- Shares redeemed -- -- -- - ---------------------------------------------- ------ ----- ---- TOTAL CLASS C TRANSACTIONS -- -- -- ============================================== ====== ===== ==== Class S: Shares issued 126 -- -- Shares redeemed (7) -- -- - ---------------------------------------------- ------- ----- ---- TOTAL CLASS S TRANSACTIONS 119 -- -- ============================================== ====== ===== ==== Class Y: Shares issued 3,092 3,925 2,966 Shares issued in lieu of cash distributions 4,158 1,987 16 Shares redeemed (2,085) (2,605) (1,964) - ---------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 5,165 3,307 1,018 ============================================== ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 6,708 3,737 1,029 ============================================== ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] SMALL CAP SMALL CAP GROWTH FUND VALUE FUND --------------------- ---------------------- 10/1/00 10/1/99 10/1/00 10/1/99 to to to to 9/30/01 9/30/00 9/30/01 9/30/00 --------- --------- --------- ---------- Class A: Shares issued 3,029 2,743 769 812 Shares issued in lieu of cash distributions 592 204 398 4 Shares redeemed (3,127) (2,531) (706) (994) Shares issued in connection with merger of Regional Equity Fund and Micro Cap Value Fund -- -- -- 1,446 Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------ ------ ---- ----- TOTAL CLASS A TRANSACTIONS 494 416 461 1,268 ===================================================== ====== ====== ==== ===== Class B: Shares issued 103 256 142 55 Shares issued in lieu of cash distributions 103 17 155 -- Shares redeemed (91) (47) (158) (236) Shares issued in connection with merger of Regional Equity Fund and Micro Cap Value Fund -- -- -- 922 Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------ ------ ---- ----- TOTAL CLASS B TRANSACTIONS 115 226 139 741 ===================================================== ====== ====== ==== ===== Class C: Shares issued 285 323 290 64 Shares issued in lieu of cash distributions 91 3 13 -- Shares redeemed (137) (6) (22) (7) - ----------------------------------------------------- ------ ------- ---- ------ TOTAL CLASS C TRANSACTIONS 239 320 281 57 ===================================================== ====== ====== ==== ===== Class S: Shares issued -- -- -- -- Shares issued in lieu of cash distributions -- -- -- -- Shares redeemed -- -- -- -- - ----------------------------------------------------- ------ ------ ---- ----- TOTAL CLASS S TRANSACTIONS -- -- -- -- ===================================================== ====== ====== ==== ===== Class Y: Shares issued 13,909 8,310 12,165 5,884 Shares issued in lieu of cash distributions 3,028 708 3,792 94 Shares redeemed (7,480) (4,399) (8,889) (11,099) Shares issued in connection with merger of Regional Equity Fund and Micro Cap Value Fund -- -- -- 7,381 Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- -- -- - ----------------------------------------------------- ------ ------ ------ ------- TOTAL CLASS Y TRANSACTIONS 9,457 4,619 7,068 2,260 ===================================================== ====== ====== ====== ======= NET INCREASE (DECREASE) IN CAPITAL SHARES 10,305 5,581 7,949 4,326 ===================================================== ====== ====== ====== ======= [WIDE TABLE CONTINUED FROM ABOVE] SMALL CAP CORE FUND -------------------------------- 11/1/00 12/1/99 12/1/98 to to to 9/30/01 10/31/00 11/30/99 --------- -------- --------- Class A: Shares issued 1,069 22 61 Shares issued in lieu of cash distributions 145 12 4 Shares redeemed (1,107) (134) (401) Shares issued in connection with merger of Regional Equity Fund and Micro Cap Value Fund -- -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 801 -- -- - ----------------------------------------------------- ------ ---- ---- TOTAL CLASS A TRANSACTIONS 908 (100) (336) ===================================================== ====== ==== ==== Class B: Shares issued 86 8 6 Shares issued in lieu of cash distributions 23 2 -- Shares redeemed (43) (13) (36) Shares issued in connection with merger of Regional Equity Fund and Micro Cap Value Fund -- -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 31 -- -- - ----------------------------------------------------- ------ ---- ---- TOTAL CLASS B TRANSACTIONS 97 (3) (30) ===================================================== ====== ===== ==== Class C: Shares issued -- -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed -- -- -- - ----------------------------------------------------- ------ ---- ---- TOTAL CLASS C TRANSACTIONS -- -- -- ===================================================== ====== ==== ==== Class S: Shares issued 140 267 178 Shares issued in lieu of cash distributions 67 4 9 Shares redeemed (148) (195) (2,128) - ----------------------------------------------------- ------ ---- ------ TOTAL CLASS S TRANSACTIONS 59 76 (1,941) ===================================================== ====== ==== ====== Class Y: Shares issued 8,351 1,004 1,863 Shares issued in lieu of cash distributions 1,679 137 40 Shares redeemed (7,782) (1,563) (4,752) Shares issued in connection with merger of Regional Equity Fund and Micro Cap Value Fund -- -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 14,027 -- -- - ----------------------------------------------------- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 16,275 (422) (2,849) ===================================================== ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 17,339 (449) (5,156) ===================================================== ====== ====== ====== (142 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 EMERGING MARKETS FUND --------------------- 10/1/00 10/1/99 to to 9/30/01 9/30/00 --------- --------- Class A: Shares issued 1,068 62 Shares issued in lieu of cash distributions -- -- Shares redeemed (1,025) (224) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------ ---- TOTAL CLASS A TRANSACTIONS 43 (162) ================================================================================ ====== ==== Class B: Shares issued 23 12 Shares issued in lieu of cash distributions -- -- Shares redeemed (6) (1) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------ ---- TOTAL CLASS B TRANSACTIONS 17 11 ================================================================================ ====== ==== Class C: Shares issued 55 1 Shares issued in lieu of cash distributions -- -- Shares redeemed (40) -- Shares issued in connection with the acquisition of Firstar assets -- -- - -------------------------------------------------------------------------------- ------ ---- TOTAL CLASS C TRANSACTIONS 15 1 ================================================================================ ====== ==== Class S: Shares issued -- -- Shares issued in lieu of cash distributions -- -- Shares redeemed -- -- Shares issued in connection with the acquisition of Firstar assets -- -- - -------------------------------------------------------------------------------- ------ ---- TOTAL CLASS S TRANSACTIONS -- -- ================================================================================ ====== ==== Class Y: Shares issued 2,753 1,674 Shares issued in lieu of cash distributions -- -- Shares redeemed (2,466) (1,077) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ------ ------ TOTAL CLASS Y TRANSACTIONS 287 597 ================================================================================ ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 362 447 ================================================================================ ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] INTERNATIONAL FUND ------------------------------ 11/1/00 12/1/99 12/1/98 to to to 9/30/01 10/31/00 11/30/99 --------- -------- -------- Class A: Shares issued 2,252 27 27 Shares issued in lieu of cash distributions 26 21 15 Shares redeemed (2,100) (38) (48) Shares issued in connection with the acquisition of Firstar assets 6,822 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 2 -- -- - -------------------------------------------------------------------------------- ------ --- --- TOTAL CLASS A TRANSACTIONS 7,002 10 (6) ================================================================================ ====== === ==== Class B: Shares issued 41 8 7 Shares issued in lieu of cash distributions 6 4 3 Shares redeemed (25) (8) (11) Shares issued in connection with the acquisition of Firstar assets 1,203 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 9 -- -- - -------------------------------------------------------------------------------- ------ --- --- TOTAL CLASS B TRANSACTIONS 1,234 4 (1) ================================================================================ ====== === ==== Class C: Shares issued 11 -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed (10) -- -- Shares issued in connection with the acquisition of Firstar assets 2,035 -- -- - -------------------------------------------------------------------------------- ------ --- --- TOTAL CLASS C TRANSACTIONS 2,036 -- -- ================================================================================ ====== === === Class S: Shares issued 513 975 208 Shares issued in lieu of cash distributions 125 66 40 Shares redeemed (688) 606 (191) Shares issued in connection with the acquisition of Firstar assets 6 -- -- - -------------------------------------------------------------------------------- ------ --- ---- TOTAL CLASS S TRANSACTIONS (44) 435 57 ================================================================================ ====== === ==== Class Y: Shares issued 12,188 3,294 1,262 Shares issued in lieu of cash distributions 570 332 153 Shares redeemed (9,040) (926) (555) Shares issued in connection with the acquisition of Firstar assets 58,594 -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets 2,901 -- -- - -------------------------------------------------------------------------------- ------ ----- ----- TOTAL CLASS Y TRANSACTIONS 65,213 2,700 860 ================================================================================ ====== ===== ===== NET INCREASE (DECREASE) IN CAPITAL SHARES 75,441 3,149 910 ================================================================================ ====== ===== ===== [WIDE TABLE CONTINUED FROM ABOVE] HEALTH SCIENCES FUND ------------------ 10/1/00 10/1/99 to to 9/30/01 9/30/00 -------- ------- Class A: Shares issued 309 454 Shares issued in lieu of cash distributions 61 -- Shares redeemed (206) (124) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS A TRANSACTIONS 164 330 ================================================================================ ==== ==== Class B: Shares issued 134 263 Shares issued in lieu of cash distributions 43 -- Shares redeemed (133) (64) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS B TRANSACTIONS 44 199 ================================================================================ ==== ==== Class C: Shares issued 233 333 Shares issued in lieu of cash distributions 41 -- Shares redeemed (53) (6) Shares issued in connection with the acquisition of Firstar assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS C TRANSACTIONS 221 327 ================================================================================ ==== ==== Class S: Shares issued -- -- Shares issued in lieu of cash distributions -- -- Shares redeemed -- -- Shares issued in connection with the acquisition of Firstar assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS S TRANSACTIONS -- -- ================================================================================ ==== ==== Class Y: Shares issued 434 276 Shares issued in lieu of cash distributions 79 -- Shares redeemed (216) (320) Shares issued in connection with the acquisition of Firstar assets -- -- Shares issued in connection with the acquisition of Stellar/Mercantile assets -- -- - -------------------------------------------------------------------------------- ---- ---- TOTAL CLASS Y TRANSACTIONS 297 (44) ================================================================================ ==== ==== NET INCREASE (DECREASE) IN CAPITAL SHARES 726 812 ================================================================================ ==== ==== [WIDE TABLE CONTINUED FROM ABOVE] REAL ESTATE TECHNOLOGY SECURITIES FUND FUND -------------------- -------------------- 10/1/00 10/1/99 10/1/00 10/1/99 to to to to 9/30/01 9/30/00 9/30/01 9/30/00 -------- -------- -------- -------- Class A: Shares issued 103 66 2,869 4,406 Shares issued in lieu of cash distributions 8 8 784 190 Shares redeemed (87) (55) (2,343) (1,962) - --------------------------------------------------------------------- --- --- ------ ------ TOTAL CLASS A TRANSACTIONS 24 19 1,310 2,634 ===================================================================== === === ====== ====== Class B: Shares issued 30 29 673 1,687 Shares issued in lieu of cash distributions 6 8 589 215 Shares redeemed (52) (93) (676) (357) - --------------------------------------------------------------------- --- --- ------ ------ TOTAL CLASS B TRANSACTIONS (16) (56) 586 1,545 ===================================================================== === === ====== ====== Class C: Shares issued 22 14 904 745 Shares issued in lieu of cash distributions 1 -- 182 -- Shares redeemed (10) (1) (359) (37) - --------------------------------------------------------------------- --- ---- ------ ------ TOTAL CLASS C TRANSACTIONS 13 13 727 708 ===================================================================== === === ====== ====== Class S: Shares issued 19 -- -- -- Shares issued in lieu of cash distributions -- -- -- -- Shares redeemed -- -- -- -- Shares issued in connection with the acquisition of Firstar assets 6 -- -- -- - --------------------------------------------------------------------- --- --- ------ ------ TOTAL CLASS S TRANSACTIONS 25 -- -- -- ===================================================================== === === ====== ====== Class Y: Shares issued 953 1,338 5,223 4,778 Shares issued in lieu of cash distributions 20 31 1,152 517 Shares redeemed (651) (1,685) (6,237) (2,501) Shares issued in connection with the acquisition of Firstar assets 2,572 -- -- -- - --------------------------------------------------------------------- ----- ------ ------ ------ TOTAL CLASS Y TRANSACTIONS 2,894 (316) 138 2,794 ===================================================================== ===== ====== ====== ====== NET INCREASE (DECREASE) IN CAPITAL SHARES 2,940 (340) 2,761 7,681 ===================================================================== ===== ====== ====== ====== [WIDE TABLE CONTINUED FROM ABOVE] SCIENCE & TECHNOLOGY FUND ------------------------------ 11/1/00 12/1/99 8/9/99 to to to 9/30/01 10/31/00 11/30/99 --------- -------- -------- Class A: Shares issued 306 101 -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed (196) (1) -- - --------------------------------------------------------------------- ---- ---- -- TOTAL CLASS A TRANSACTIONS 110 100 -- ===================================================================== ==== === == Class B: Shares issued 184 656 93 Shares issued in lieu of cash distributions -- -- -- Shares redeemed (114) (53) -- - --------------------------------------------------------------------- ---- --- -- TOTAL CLASS B TRANSACTIONS 70 603 93 ===================================================================== ==== === == Class C: Shares issued -- -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed -- -- -- - --------------------------------------------------------------------- ---- --- -- TOTAL CLASS C TRANSACTIONS -- -- -- ===================================================================== ==== === == Class S: Shares issued 409 -- -- Shares issued in lieu of cash distributions -- -- -- Shares redeemed (14) -- -- Shares issued in connection with the acquisition of Firstar assets -- -- -- - --------------------------------------------------------------------- ---- --- -- TOTAL CLASS S TRANSACTIONS 395 -- -- ===================================================================== ==== === == Class Y: Shares issued 4,228 4,314 2,872 Shares issued in lieu of cash distributions -- -- -- Shares redeemed (4,492) (895) (61) Shares issued in connection with the acquisition of Firstar assets -- -- -- - --------------------------------------------------------------------- ------ ----- ----- TOTAL CLASS Y TRANSACTIONS (264) 3,419 2,811 ===================================================================== ====== ===== ===== NET INCREASE (DECREASE) IN CAPITAL SHARES 311 4,122 2,904 ===================================================================== ====== ===== ===== FIRST AMERICAN FUNDS ANNUAL REPORT 2001 143) NOTES TO FINANCIAL STATEMENTS September 30, 2001 5 > INVESTMENT SECURITY TRANSACTIONS During the year ended September 30, 2001, purchases of securities and proceeds from sales of securities, other than temporary investments in short-term securities, were as follows (000): PURCHASES SALES -------------------------------------------------------- Large Cap Growth Fund $806,132 $745,490 Large Cap Value Fund 812,795 898,326 Large Cap Core Fund 214,426 152,912 Growth & Income Fund 417,025 407,818 Relative Value Fund 18,705 73,358 Capital Growth Fund 107,956 96,958 Equity Income Fund 96,307 124,373 Balanced Fund 156,946 151,701 Mid Cap Growth Fund 1,203,551 1,183,744 Mid Cap Value Fund 382,379 332,056 Mid Cap Core Fund 912,608 810,512 Micro Cap Fund 444,524 405,995 Small Cap Growth Fund 1,221,420 1,158,222 Small Cap Value Fund 249,829 243,499 Small Cap Core Fund 654,701 638,526 Emerging Markets Fund 73,226 67,529 International Fund 802,390 151,085 Health Sciences Fund 37,529 32,720 Real Estate Securities Fund 60,094 54,608 Technology Fund 847,016 839,325 Science & Technology Fund 110,161 107,351 -------------------------------------------------------- The aggregate gross unrealized appreciation and depreciation of securities held by the Funds and the total cost of securities for federal tax purposes at September 30, 2001, is as follows (000): AGGREGATE AGGREGATE FEDERAL GROSS GROSS INCOME APPRECIATION DEPRECIATION NET TAX COST - --------------------------------------------------------------------------------------------- Large Cap Growth Fund $ 66,081 $(218,767) $(152,686) 868,803 Large Cap Value Fund 68,528 (178,111) (109,583) 1,228,316 Large Cap Core Fund 79,557 (69,628) 9,929 345,838 Growth & Income Fund 115,611 (96,100) 19,511 692,959 Relative Value Fund 161,468 (8,006) 153,462 261,524 Capital Growth Fund 48,549 (43,943) 4,606 194,585 Equity Income Fund 90,259 (7,375) 82,884 235,401 Balanced Fund 50,130 (63,698) (13,568) 599,627 Mid Cap Growth Fund 14,469 (85,017) (70,548) 407,052 Mid Cap Value Fund 25,666 (40,390) (14,724) 334,556 Mid Cap Core Fund 48,855 (77,423) (28,568) 522,299 Micro Cap Fund 42,924 (63,824) (20,900) 335,847 Small Cap Growth Fund 20,031 (75,666) (55,635) 401,761 Small Cap Value Fund 91,863 (86,572) 5,291 480,308 Small Cap Core Fund 30,743 (48,705) (17,962) 335,258 Emerging Markets Fund 1,052 (7,271) (6,219) 49,635 International Fund 11,484 (144,448) (132,964) 850,430 Health Sciences Fund 3,246 (2,345) 901 31,006 Real Estate Securities Fund 10,283 (2,163) 8,120 93,112 Technology Fund 1,141 (171,402) (170,264) 282,688 Science & Technology Fund 1,113 (32,781) (31,668) 67,180 - ------------------------------- -------- --------- --------- --------- 6 > SECURITIES LENDING TRANSACTIONS In order to generate additional income, the Funds may lend portfolio securities representing up to one-third of the value of total assets (which includes collateral received for securities on loan) 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 security fail financially. The market value of the securities on loan at September 30, 2001, the collateral purchased with cash received and held at September 30, 2001, with respect to such loans, and income generated during the year ended September 30, 2001, from the program were as follows (000): MARKET VALUE OF INCOME RECEIVED LOANED SECURITIES FROM SECURITIES LENDING --------------------------------------------------------------------------- Large Cap Growth Fund $175,426 $296 Large Cap Value Fund 309,208 291 Large Cap Core Fund 81,397 43 Growth & Income Fund 156,066 68 Capital Growth Fund 53,020 24 Equity Income Fund 63,825 52 Balanced Fund 215,184 45 Mid Cap Growth Fund 134,224 228 Mid Cap Value Fund 159 106 Mid Cap Core Fund 132,271 59 Micro Cap Fund 24,717 344 Small Cap Growth Fund 74,584 277 Small Cap Value Fund 18,388 149 Small Cap Core Fund 49,515 183 Health Sciences Fund 4,845 8 Real Estate Securities Fund 10,730 11 Technology Fund 48,685 300 Science & Technology Fund 11,742 12 --------------------------------------------------------------------------- MARKET VALUE OF COLLATERAL PURCHASED WITH CASH RECEIVED ------------------------------------------------------- OTHER FIXED REPURCHASE MONEY MARKET INCOME AGREEMENTS INSTRUMENTS SECURITIES TOTAL -------------------------------------------------------------------------------- Large Cap Growth $73,503 $17,879 $87,104 $178,486 Large Cap Value 128,062 31,151 151,759 310,972 Large Cap Core 35,539 8,645 42,116 86,300 Growth & Income 64,455 15,678 76,382 156,515 Capital Growth 22,252 5,413 26,369 54,034 Equity Income 26,708 6,497 31,650 64,855 Balanced 90,037 21,901 106,697 218,635 Mid Cap Growth 56,579 13,762 67,048 137,389 Mid Cap Value 66 16 79 161 Mid Cap Core 55,150 13,415 65,355 133,920 Micro Cap 10,763 2,618 12,755 26,136 Small Cap Growth 30,889 7,513 36,604 75,006 Small Cap Value 7,738 1,882 9,170 18,790 Small Cap Core 20,655 5,024 24,477 50,157 Health Sciences 2,072 504 2,454 5,030 Real Estate Securities 4,560 1,109 5,403 11,072 Technology 21,091 5,130 24,993 51,214 Science & Technology 5,022 1,222 5,951 12,195 -------------------------------------------------------------------------------- (144 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 U.S. Bank acts as the securities lending agent in transactions involving the lending of portfolio securities on behalf of the funds. For these services, U.S. Bank and Firstar received $2,805,419 and $16,775, respectively, in aggregate securities lending fees for the year ended September 30, 2001 for the First American Family of Funds. Fees generated from the funds included in this annual report for securities lending were as follows (000): -------------------------------- Large Cap Growth $185 Large Cap Value 194 Large Cap Core 29 Growth & Income 46 Capital Growth 16 Equity Income 35 Balanced 30 Mid Cap Growth 152 Mid Cap Value 70 Mid Cap Core 39 Micro Cap 230 Small Cap Growth 184 Small Cap Value 99 Small Cap Core 122 Health Sciences 6 Real Estate Securities 8 Technology 200 Science & Technology 8 -------------------------------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 145) NOTES TO FINANCIAL STATEMENTS September 30, 2001 7 > FUND MERGERS On August 31, 2001 the Board of Directors and shareholders of the FAIF approved the agreement and plan of reorganization providing for the acquisition of Firstar Funds, Inc. On September 24, 2001 certain portfolios of FAIF, including newly formed shell portfolios (which were organized solely to acquire the assets and continue business of certain portfolios of the Firstar Funds) merged with certain portfolios of the Firstar Funds. The following table illustrates the specifics of the mergers (000): ACQUIRED FUND'S NET ACQUIRED FUND ACQUIRING FUND ASSETS - ------------------------------ ---------------------------------- ----------- Firstar Large Cap Core(1) First American Large Cap Core(2) $ 335,610 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Growth & Income(1) First American Growth & Income(2) 662,988 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Relative Value(1) First American Relative Value(2) 395,702 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Large Cap Growth(1) First American Large Cap Growth(2) 185,259 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Equity Income First American Equity Income(1) 41,276(3) Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Balanced Growth(1) First American Balanced Growth 227,242 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Balanced Income 126,447(4) Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Mid Cap Core Equity(1) First American Mid Cap Core(2) 468,645 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Micro Cap(1) First American Micro Cap (2) 289,894 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y - -------------------------------------------------------------------------------- [WIDE TABLE CONTINUED FROM ABOVE] SHARES ISSUED TO SHAREHOLDERS OF ACQUIRING FUND COMBINED TAX STATUS ACQUIRED FUND ACQUIRED FUND NET ASSETS NET ASSETS OF TRANSFER - -------------------------------------------------------------------------------------------- Firstar Large Cap Core(1) $ -- $ 335,610 Non-taxable Class A 1,406 Class B 123 Class Y 121 Institutional Class 12,631 Firstar Growth & Income(1) -- 662,988 Non-taxable Class A 4,878 Class B 374 Class Y 1,447 Institutional Class 16,110 Firstar Relative Value(1) -- 395,702 Non-taxable Class A 1,384 Class B 504 Class Y 1,134 Institutional Class 14,561 Firstar Large Cap Growth(1) -- 185,259 Non-taxable Class A 586 Class B 3,175 Class Y 657 Institutional Class 9,030 Firstar Equity Income 245,057 286,333 Non-taxable Class A 86 Class B 69 Class Y 27 Institutional Class 3,459 Firstar Balanced Growth(1) 225,353(4) 579,042 Non-taxable Class A 4,968 Class B 560 Class Y 3,880 Institutional Class 15,433 Firstar Balanced Income Class A 4,483 Class B 891 Class Y 502 Institutional Class 7,951 Firstar Mid Cap Core Equity(1) -- 468,645 Non-taxable Class A 2,906 Class B 91 Class Y 39 Institutional Class 14,087 Firstar Micro Cap(1) -- 289,894 Non-taxable Class A 2,581 Class B 194 Class Y 119 Institutional Class 15,293 - -------------------------------------------------------------------------------------------- (146 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 ACQUIRED FUND'S NET ACQUIRED FUND ACQUIRING FUND ASSETS - -------------------------------------------------------------------------------------------- Firstar Small Cap Core Equity(1) First American Small Cap Core(2) 296,588 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar International Growth(1) First American International 136,396 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar International Value 35,240 (5) Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar REIT First American Real Estate Securities(1) 32,077 (6) Class A Class A Class B Class B Class Y Class S Institutional Class Class Y Firstar Science & Technology(1) First American Science & Technology(2) 35,449 Class A Class A Class B Class B Class Y Class S Institutional Class Class Y - -------------------------------------------------------------------------------------------- [WIDE TABLE CONTINUED FROM ABOVE] SHARES ISSUED TO SHAREHOLDERS OF ACQUIRING FUND COMBINED TAX STATUS ACQUIRED FUND ACQUIRED FUND NET ASSETS NET ASSETS OF TRANSFER - ----------------------------------- ------------------ ---------------- ------------ ------------ Firstar Small Cap Core Equity(1) -- 296,588 Non-taxable Class A 1,452 Class B 174 Class Y 305 Institutional Class 23,845 Firstar International Growth(1) 536,522(5) 708,158 Non-taxable Class A 239 Class B 86 Class Y 1,128 Institutional Class 14,898 Firstar International Value Class A 368 Class B 39 Class Y 6 Institutional Class 3,813 Firstar REIT 63,394 95,471 Non-taxable Class A -- Class B -- Class Y 6 Institutional Class 2,572 Firstar Science & Technology(1) -- 35,449 Non-taxable Class A 210 Class B 763 Class Y 300 Institutional Class 6,147 - ------------------------------------------------------------------------------------------------ (1)Accounting Survivor (2)Shell Portfolio (3)Includes accumulated realized loss of ($239) and unrealized appreciation of $8,261. (4)Includes accumulated realized loss of ($19,184) and unrealized depreciation of ($37,098). (5)Includes accumulated realized loss of ($124,169) and unrealized depreciation of ($150,432). (6)Includes accumulated realized loss of ($2,258) and unrealized appreciation of $1,791. FIRST AMERICAN FUNDS ANNUAL REPORT 2001 147) NOTES TO FINANCIAL STATEMENTS September 30, 2001 On November 27, 2000, certain portfolios of the Firstar Funds, including newly formed shell portfolios (which were organized solely to acquire the assets and continue the business of certain portfolios of Mercantile Funds and Firstar Stellar Funds) merged with certain portfolios of Mercantile Funds and Stellar Funds. On December 11, 2000, certain other portfolios of Mercantile Funds and Firstar Stellar Funds merged into shell portfolios of Firstar Funds. The following table illustrates the specifics of the mergers (000): ACQUIRED FUND'S NET ACQUIRED FUND ACQUIRING FUND ASSETS - ----------------------------------------------------------------------------------------- Mercantile Growth Equity Firstar Large Cap Core Equity(1) $95,738(5) Class A Class A Class B Class B Institutional Class Class Y Trust Class Institutional Class Mercantile Growth & Income Equity Firstar Growth & Income(1) 268,736(4) Class A Class A Class B Class B Institutional Class Class Y Trust Class Institutional Class Firstar Stellar Relative Value(1) Firstar Relative Value(2) 503,157 Class A Class A Class B Class B Class Y Institutional Class Firstar Stellar Growth Equity(1) Firstar Large Cap Growth(2) 320,713 Class A Class A Class B Class B Class Y Institutional Class Mercantile Equity Income(1) Firstar Equity Income(2) 51,717 Class A Class A Class B Class B Institutional Class Class Y Trust Class Institutional Class Mercantile Balanced Firstar Balanced Growth(1) 66,580(3) Class A Class A Class B Class B Institutional Class Class Y Trust Class Institutional Class Mercantile Small Cap Equity(1) Firstar Emerging Growth 137,018 Class A Class A Class B Class B Trust Class Institutional Class Mercantile International Equity(1) Firstar Core International Equity 131,976 Class A Class A Class B Class B Trust Class Institutional Class Firstar Stellar REIT(1) Firstar REIT (2) 36,907 Class Y Institutional Class Firstar Stellar Science & Technology(1) Firstar Science & Technology(2) 121,342 Class A Class A Class B Class B Class Y Institutional Class - ------------------------------------------------------------------------------------------- [WIDE TABLE CONTINUED FROM ABOVE] SHARES ISSUED TO SHAREHOLDERS OF ACQUIRING FUND COMBINED TAX STATUS ACQUIRED FUND ACQUIRED FUND NET ASSETS NET ASSETS OF TRANSFER - ------------------------------------------------------------------------------------------------------- Mercantile Growth Equity $356,198 $451,936 Non-taxable Class A 203 Class B 56 Institutional Class 120 Trust Class 2,276 Mercantile Growth & Income Equity 673,486 942,222 Non-taxable Class A 970 Class B 205 Institutional Class 1,654 Trust Class 3,786 Firstar Stellar Relative Value(1) -- 503,157 Non-taxable Class A 1,458 Class B 537 Class Y 16,100 Firstar Stellar Growth Equity(1) -- 320,713 Non-taxable Class A 57 Class B 3,972 Class Y 9,383 Mercantile Equity Income(1) -- 51,717 Non-taxable Class A 134 Class B 98 Institutional Class 12 Trust Class 7,693 Mercantile Balanced 212,028 278,608 Non-taxable Class A 274 Class B 59 Institutional Class 533 Trust Class 1,563 Mercantile Small Cap Equity(1) 198,507(6) 335,525 Non-taxable Class A 801 Class B 31 Trust Class 14,027 Mercantile International Equity(1) 37,900 169,876 Non-taxable Class A 2 Class B 9 Trust Class 2,901 Firstar Stellar REIT(1) -- 36,907 Non-taxable Class Y 4,085 Firstar Stellar Science & Technology(1) -- 121,342 Non-taxable Class A 106 Class B 704 Class Y 6,251 - ------------------------------------------------------------------------------------------------------- (1)Accounting Survivor (2)Shell Portfolio (3)Includes accumulated realized loss of ($114) and unrealized depreciation of ($283). (4)Includes unrealized appreciation of $50,298. (5)Includes unrealized appreciation of $40,483. (6)Includes unrealized appreciation of $18,818. (148 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 8 > OPTIONS WRITTEN The following options written were outstanding as of September 30, 2001: PUT OPTIONS WRITTEN EXPIRATION EXERCISE NUMBER OF MARKET VALUE ISSUER DATE PRICE CONTRACTS (000) - ----------------------------------- ------------ ---------- ----------- ------------- CAPITAL GROWTH FUND: CheckPoint Software Technology Oct-01 50 28 $ 81 Juniper Networks Oct-01 20 100 100 Texaco Oct-01 70 75 37 ------ Total put options outstanding (premiums received, $71) $ 218 ------ SCIENCE & TECHNOLOGY FUND: Siebel Systems, Inc. Nov-01 30 95 $ 159 Somanetics Corporation Nov-01 460 100 909 ------ Total put options outstanding (premiums received, $616) $1,068 ------ CALL OPTIONS WRITTEN EXPIRATION EXERCISE NUMBER OF MARKET VALUE ISSUER DATE PRICE CONTRACTS (000) - ------------------------ ----------- --------- ----------- ------------- CAPITAL GROWTH FUND: Cardinal Health Dec-01 75 150 $ 66 Cardinal Health Dec-01 80 100 23 Kohl's Jan-02 60 250 40 Wal-Mart Stores Dec-01 55 300 35 ---- Total call options outstanding (premiums received, $104) $164 ---- Transactions in options written for the period ended September 30, 2001, were as follows: PUT OPTIONS WRITTEN NUMBER OF PREMIUM CONTRACTS AMOUNT (000) ----------- ------------- CAPITAL GROWTH FUND: Balance at September 30, 2000 245 $ 78 Opened 2,075 686 Expired (980) (237) Exercised (412) (204) Closed (725) (252) ----- ------ Balance at September 30, 2001 203 $ 71 ----- ------ SCIENCE & TECHNOLOGY FUND: Balance at September 30, 2000 127 $ 215 Opened 1,525 1,560 Expired (50) (18) Exercised (442) (366) Closed (965) (775) ----- ------ Balance at September 30, 2001 195 $ 616 ----- ------ CALL OPTIONS WRITTEN CAPITAL GROWTH FUND: Balance at September 30, 2000 700 $ 159 Opened 3,450 605 Expired (2,200) (405) Closed (1,150) (255) ------ ------ Balance at September 30, 2001 800 $ 104 ------ ------ SCIENCE & TECHNOLOGY FUND: Balance at September 30, 2000 103 $ 38 Opened 1,010 391 Closed (1,115) (429) ------ ------ Balance at September 30, 2001 -- $ -- ------ ------ FIRST AMERICAN FUNDS ANNUAL REPORT 2001 149) NOTICE TO SHAREHOLDERS September 30, 2001 (unaudited) THE INFORMATION SET FORTH BELOW IS FOR EACH FUND'S FISCAL YEAR AS REQUIRED BY FEDERAL LAWS. SHAREHOLDERS, HOWEVER, MUST REPORT DISTRIBUTIONS ON A CALENDAR YEAR BASIS FOR INCOME TAX PURPOSES, WHICH MAY INCLUDE DISTRIBUTIONS FOR PORTIONS OF TWO FISCAL YEARS OF A FUND. ACCORDINGLY, THE INFORMATION NEEDED BY SHAREHOLDERS FOR INCOME TAX PURPOSES WILL BE SENT TO THEM IN EARLY 2002. PLEASE CONSULT YOUR TAX ADVISOR FOR PROPER TREATMENT OF THIS INFORMATION. Dear First American Shareholders: For the fiscal year ended September 30, 2001, each Fund has designated long term capital gains and qualifying dividends with regard to distributions paid during the year as follows: (A) (B) (C) (D) LONG TERM ORDINARY CAPITAL GAINS INCOME TOTAL DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS QUALIFYING (TAX BASIS) (TAX BASIS) (TAX BASIS) DIVIDENDS(1) --------------------------------------------------------------------------------------------------- Large Cap Growth Fund 100% 0% 100% 0% Large Cap Value Fund 90 10 100 100 Large Cap Core Fund 93 7 100 62 Growth & Income Fund 94 6 100 100 Relative Value Fund 43 57 100 100 Capital Growth Fund 100 0 100 0 Equity Income Fund 88 12 100 88 Balanced Fund 73 27 100 19 Mid Cap Growth Fund 50 50 100 0 Mid Cap Value Fund 0 100 100 100 Mid Cap Core Fund 44 56 100 2 Micro Cap Fund 15 85 100 1 Small Cap Growth Fund 40 60 100 9 Small Cap Value Fund 50 50 100 10 Small Cap Core Fund 46 54 100 6 International Fund 83 17 100 0 Health Sciences Fund 65 35 100 25 Real Estate Securities Fund 0 100 100 0 Technology Fund 74 26 100 0 - ----------------------------------------------------------------------------------------------------- *Items (A) and (B) are based on a percentage of the fund's total distributions. **Item (D) is based on a percentage of ordinary income distributions of the fund. (1)Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. (2)Real Estate Securities Fund is not shown due To the fact that the tax year end is December 31st. SHAREHOLDER MEETINGS At a special meeting of shareholders of the First American Funds on August 31, 2001, the shareholders of each of the Funds voted to approve the following proposals: Proposal No. 1 -- Election of Robert J. Dayton, Andrew S. Duff, Roger A. Gibson, Andrew M. Hunter III, Leonard W. Kedrowski, John M. Murphy, Jr., Richard K. Riederer, Joseph D. Strauss, Virginia L. Stringer and James M. Wade as Directors. At the meeting, shareholders approved Proposal No. 1 as follows: SHARES VOTED FOR SHARES WITHHELD -------------------------------------------------------------- Robert J. Dayton 558,356,535 8,806,518 Andrew S. Duff 564,054,926 3,108,127 Roger A. Gibson 564,135,567 3,027,486 Andrew M. Hunter III 564,182,351 2,080,702 Leonard W. Kedrowski 564,142,080 3,020,973 John M. Murphy, Jr. 563,979,300 3,183,753 Richard K. Riederer 564,286,876 2,876,177 Joseph D. Strauss 564,169,341 2,993,712 Virginia L. Stringer 553,921,602 3,241,451 James M. Wade 564,289,279 2,873,774 -------------------------------------------------------------- (150 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 Proposal No. 2 -- Ratification of the selection of Ernst & Young LLP as independent public accountants for the Company. At the meeting, shareholders approved Proposal No. 2 as follows: FOR AGAINST ABSTAIN - -------------------------------------------------------------------------------- 563,155,535 986,817 3,020,716 - -------------------------------------------------------------------------------- Proposal No. 4 -- Approval of a new sub-advisory agreement with Clay Finlay, Inc. At the meeting, shareholders approved Proposal No. 3 as follows: FOR AGAINST ABSTAIN - -------------------------------------------------------------------------------- International 46,431,207 259,165 322,987 - -------------------------------------------------------------------------------- Proposal No. 5 -- To approve the modification or elimination of certain fundamental investment restrictions of the funds. At the meeting, shareholders approved Proposal No. 5 as follows: 5A -- Modify investment restriction regarding concentration in a particular industry. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 46,221,675 517,478 373,173 9,010,338 Large Cap Value 47,936,936 578,116 287,564 6,040,688 Balanced 11,748,062 278,346 362,084 2,494,517 Equity Income 12,771,923 178,811 132,535 1,457,459 Mid Cap Growth 26,069,771 606,685 344,685 4,420,016 Mid Cap Value 17,613,986 106,813 74,105 1,233,246 Small Cap Growth 22,417,869 195,958 109,685 2,491,112 Small Cap Value 24,593,327 903,789 101,364 1,794,375 Health Sciences 1,426,095 19,729 31,819 363,495 Real Estate Securities 3,483,034 7,349 14,963 234,129 Technology 6,943,955 208,472 99,963 2,529,603 International 39,319,909 410,002 357,535 6,925,913 Emerging Markets 6,803,835 13,736 27,198 383,384 - ----------------------- ------------ --------- --------- --------------- 5B -- Modify investment restriction regarding borrowing. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 46,040,766 643,685 427,875 9,010,338 Large Cap Value 47,730,049 666,836 406,731 6,040,688 Balanced 11,759,460 284,621 344,311 2,434,517 Equity Income 12,753,377 206,354 123,538 1,457,459 Mid Cap Growth 25,930,988 895,574 394,162 4,420,016 Mid Cap Value 17,614,050 102,027 78,826 1,233,246 Small Cap Growth 22,376,239 210,135 137,138 2,491,112 Small Cap Value 24,446,988 409,398 142,093 1,794,376 Health Sciences 1,420,172 26,531 30,940 363,495 Real Estate Securities 3,470,009 20,294 15,044 234,128 Technology 6,914,119 222,198 118,073 2,529,603 International 39,202,368 568,723 316,355 6,925,913 Emerging Markets 6,798,784 18,271 27,714 363,384 - ----------------------- ------------ --------- --------- --------------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 151) NOTICE TO SHAREHOLDERS September 30, 2001 (unaudited) 5C -- Modify investment restriction regarding issuance of senior securities. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 46,053,602 595,392 463,331 9,010,336 Large Cap Value 47,749,534 620,567 433,515 6,040,688 Balanced 11,762,528 234,880 390,984 2,494,517 Equity Income 12,762,693 177,880 142,716 1,457,459 Mid Cap Growth 26,003,088 648,790 368,846 4,420,016 Mid CapValue 17,612,193 108,022 74,689 1,233,246 Small Cap Growth 22,374,947 226,459 122,106 2,491,112 Small Cap Value 24,604,399 251,064 143,017 1,794,375 Health Sciences 1,418,141 26,800 32,702 363,495 Real Estate Securities 3,450,450 36,394 18,503 234,128 Technology 6,901,620 241,930 108,840 2,529,603 International 39,246,359 417,348 423,739 6,925,913 Emerging Markets 6,792,425 24,944 27,400 363,384 - ----------------------- ------------ --------- --------- --------------- 5D -- Eliminate the investment restriction regarding margin purchases and short sales. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 45,428,884 1,234,971 448,471 9,010,336 Large Cap Value 47,501,171 878,887 423,558 6,040,686 Balanced 11,702,450 314,461 371,481 2,494,517 Equity Income 12,586,876 267,740 128,653 1,457,459 Mid Cap Growth 25,812,283 837,730 370,711 4,420,016 Mid Cap Value 17,574,220 137,673 83,011 1,233,245 Small Cap Growth 22,204,509 350,416 168,587 2,491,112 Small Cap Value 24,981,505 459,077 157,898 1,794,375 Health Sciences 1,413,310 34,388 29,945 363,485 Real Estate Securities 3,374,690 106,203 24,454 234,128 Technology 6,813,037 312,093 127,260 2,529,603 International 38,929,610 890,608 327,228 6,925,913 Emerging Markets 6,780,132 34,105 30,532 363,384 - ----------------------- ------------ --------- --------- --------------- 5E -- Modify investment restriction regarding investments in commodities. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 46,080,801 668,677 382,848 9,010,336 Large Cap Value 47,745,580 624,791 433,245 6,040,688 Balanced 11,775,329 255,136 357,927 2,494,517 Equity Income 12,728,029 224,596 130,644 1,457,459 Mid Cap Growth 25,993,248 677,643 349,833 4,420,016 Mid Cap Value 17,505,625 116,876 71,403 1,233,246 Small Cap Growth 22,339,942 270,770 112,800 2,491,112 Small Cap Value 24,614,709 253,549 130,222 1,794,375 Health Sciences 1,414,287 28,712 34,643 363,496 Real Estate Securities 3,439,447 48,689 19,211 234,128 Technology 8,838,585 308,784 105,021 2,529,603 International 39,259,532 501,823 316,091 6,925,913 Emerging Markets 6,786,757 31,532 26,480 363,384 - ----------------------- ------------ --------- --------- --------------- 5F -- Modify investment restriction regarding investments in real estate. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 46,174,078 549,339 388,915 9,010,336 Large Cap Value 47,875,943 516,822 410,851 6,040,688 Balanced 11,760,826 264,722 362,844 2,494,517 Equity Income 12,735,266 227,057 120,945 1,457,459 Mid Cap Growth 25,976,469 687,796 356,458 4,420,016 Mid Cap Value 17,633,609 91,367 69,928 1,233,246 Small Cap Growth 22,395,608 200,539 127,365 2,491,112 Small Cap Value 24,637,467 234,455 126,558 1,794,375 Health Sciences 1,420,043 23,671 33,929 363,495 Real Estate Securities 3,449,313 39,766 16,268 234,128 Technology 6,937,985 213,885 100,520 2,529,603 International 39,358,936 372,058 356,452 6,925,913 Emerging Markets 6,792,804 24,622 27,343 363,384 - ----------------------- ------------ --------- --------- --------------- (152 FIRST AMERICAN FUNDS ANNUAL REPORT 2001 5G -- Modify the investment restriction regarding underwriting securities. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 46,044,126 589,737 478,463 9,010,336 Large Cap Value 47,885,453 493,758 424,405 6,040,688 Balanced 11,760,737 260,634 367,021 2,494,517 Equity Income 12,729,028 218,030 136,211 1,457,459 Mid Cap Growth 26,006,380 637,830 376,514 4,420,016 Mid Cap Value 17,599,896 118,052 76,956 1,233,246 Small Cap Growth 22,356,064 226,274 141,174 2,481,112 Small Cap Value 24,640,151 224,005 134,323 1,794,375 Health Sciences 1,423,370 19,774 34,498 363,496 Real Estate Securities 3,446,343 42,085 16,918 234,128 Technology 6,921,671 217,021 113,698 2,529,603 International 39,342,047 421,131 324,288 6,925,913 Emerging Markets 6,793,048 23,504 28,217 363,384 - ----------------------- ------------ --------- --------- --------------- 5H -- Modify investment restriction regarding lending. FOR AGAINST ABSTAIN BROKER NON-VOTE ------------ --------- --------- --------------- Large Cap Growth 45,980,861 675,547 455,918 9,010,336 Large Cap Value 47,778,668 604,596 420,252 6,040,688 Balanced 11,729,635 304,763 354,004 2,494,517 Equity Income 12,734,736 234,487 114,046 1,457,459 Mid Cap Growth 25,954,437 687,132 379,155 4,420,016 Mid Cap Value 17,589,123 128,653 77,127 1,299,246 Small Cap Growth 22,328,818 249,960 144,734 2,491,112 Small Cap Value 24,616,889 245,852 135,739 1,794,375 Health Sciences 1,418,126 28,855 30,661 363,496 Real Estate Securities 3,448,349 41,854 15,044 234,128 Technology 6,899,652 228,500 124,238 2,529,603 International 39,306,612 477,150 303,684 6,925,913 Emerging Markets 6,789,468 27,139 28,182 363,384 - ----------------------- ------------ --------- --------- --------------- FIRST AMERICAN FUNDS ANNUAL REPORT 2001 153) (This page has been left blank intentionally.) BOARD OF DIRECTORS First American Investment Funds, Inc. MR. ROBERT DAYTON Director of First American Investment Funds, Inc. Retired; former Chief Executive Officer of Okabena Company MR. ANDREW DUFF Director of First American Investment Funds, Inc. President and Chief Executive Officer of U.S. Bancorp Piper Jaffray MR. ROGER GIBSON Director of First American Investment Funds, Inc. Vice President of North America-Mountain Region for United Airlines MR. ANDREW HUNTER III Director of First American Investment Funds, Inc. Chairman of Hunter, Keith Industries, Inc. MR. LEONARD KEDROWSKI Director of First American Investment Funds, Inc. Owner and President of Executive Management Consulting, Inc. MR. JOHN MURPHY JR. Director of First American Investment Funds, Inc. Executive Vice President of U.S. Bancorp MR. RICHARD RIEDERER Director of First American Investment Funds, Inc. Retired; former President and Chief Executive Officer of Weirton Steel MR. JOSEPH STRAUSS Director of First American Investment Funds, Inc. Former Chairman of First American Investment Funds, Inc. Owner and President of Strauss Management Company MS. VIRGINIA STRINGER Chairperson of First American Investment Funds, Inc. Owner and President of Strategic Management Resources, Inc. MR. JAMES WADE Director of First American Investment Funds, Inc. Owner and President of Jim Wade Homes [LOGO] FIRST AMERICAN FUNDS(TM) DIRECT FUND CORRESPONDENCE TO: FIRST AMERICAN FUNDS P.O. Box 1330 Minneapolis, MN 55440-1330 This report and the financial statements contained herein are submitted for the general information of the shareholders of the corporation and are not intended to be a forecast of future events, a guarantee of future results, nor investment advice. Further, there is no assurance that certain securities will remain in or out of each fund's portfolio. For a prospectus or fund profile containing more information on First American Funds, including investment policies, fees, and expenses, please contact your investment professional, call First American Funds Investor Services at 800.677.FUND, or visit us on the web at firstamericanfunds.com. Please read the prospectus or profile carefully before you invest or send money. INVESTMENT ADVISOR AND ADMINISTRATOR U.S. BANCORP PIPER JAFFRAY ASSET MANAGEMENT, INC., A SUBSIDIARY OF U.S. BANK NATIONAL ASSOCIATION 601 Second Avenue South Minneapolis, Minnesota 55402 CUSTODIAN U.S. BANK NATIONAL ASSOCIATION 180 East Fifth Street St. Paul, Minnesota 55101 DISTRIBUTOR QUASAR DISTRIBUTORS, LLC 615 East Michigan Street, 2nd floor Milwaukee, WI 53202 INDEPENDENT AUDITORS ERNST & YOUNG LLP 1400 Pillsbury Center 200 South Sixth Street Minneapolis, Minnesota 55402 COUNSEL DORSEY & WHITNEY LLP 50 South Sixth Street Minneapolis, Minnesota 55402 - -------------------------------------------------------------------------------- FIRST AMERICAN FUNDS Presort Standard c/o Fulfillment Agent, American Financial Printing Inc. U.S. Postage 404 Industrial Boulevard, N.E. Paid Minneapolis, MN 55413 Mpls, MN Permit No. 26388 In an attempt to reduce shareholder costs and help eliminate duplication, the funds will try to limit their mailing 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 First American Funds Investor Services at 800.677.FUND. 2139-01 11/2001 AR-EQUITY PART C. OTHER INFORMATION Item 15. Indemnification The first four paragraphs of Item 27 of Part C of Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-1A, dated November 27, 1987, are incorporated herein by reference. On February 18, 1988 the indemnification provisions of the Maryland General Corporation Law (the "Law") were amended to permit, among other things, corporations to indemnify directors and officers unless it is proved that the individual (1) acted in bad faith or with active and deliberate dishonesty, (2) actually received an improper personal benefit in money, property or services, or (3) in the case of a criminal proceeding, had reasonable cause to believe that his act or omission was unlawful. The Law was also amended to permit corporations to indemnify directors and officers for amounts paid in settlement of stockholders' derivative suits. The Registrant undertakes that no indemnification or advance will be made unless it is consistent with Sections 17(h) or 17(i) of the Investment Company Act of 1940, as now enacted or hereafter amended, and Securities and Exchange Commission rules, regulations, and releases (including, without limitation, Investment Company Act of 1940 Release No. 11330, September 2, 1980). Insofar as the indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue. The Registrant maintains officers' and directors' liability insurance providing coverage, with certain exceptions, for acts and omissions in the course of the covered persons' duties as officers and directors. Item 16. Exhibits (1)(a) Amended and Restated Articles of Incorporation, as amended through April 2, 1998 (Incorporated by reference to Exhibit (1) to Post-Effective Amendment No. 36, Filed on April 15, 1998 (File Nos. 33-16905, 811-05309)). (1)(b) 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. 33-16905, 811-05309)). (2) Bylaws, as amended through June 1, 2001 (Incorporated by reference to Exhibit (b) to Post-Effective Amendment No. 54, Filed on June 27, 2001 (File Nos. 33-16905, 811-05309)). (3) Not applicable. * (4) Form of Agreement and Plan of Reorganization. (5) Not applicable. (6)(a) Investment Advisory Agreement dated April 2, 1991, between the Registrant and First Bank National Association, as amended and supplemented through August 1994, and assigned to U.S. Bancorp Piper Jaffray Asset Management, Inc. on May 2, 2001 (Incorporated by reference to Exhibit (5)(a) to Post-Effective Amendment No. 21, Filed on May 15, 1995 (File Nos. 33-16905, 811-05309)). (6)(b) Exhibit A to Investment Advisory Agreement (series and advisory fees) (Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 54, Filed on June 27, 2001 (File Nos. 33-16905, 811-05309)). (6)(c) Supplement to Advisory Agreement Relating to International Fund dated December 31, 1993 (Incorporated by reference to Exhibit (d)(3) to Post-Effective Amendment No. 46, Filed on December 28, 2000 (File Nos. 33-16905, 811-05309)). (6)(d) Supplement to Advisory Agreement Relating to Emerging Markets Fund dated July 23, 1998 (Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 46, Filed on December 28, 2000 (File Nos. 33-16905, 811-05309)). (6)(e) Supplement to Advisory Agreement Relating to Strategic Income Fund dated July 24, 1998 (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 46, Filed on December 28, 2000 (File Nos. 33-16905, 811-05309)). (6)(f) Sub-Advisory Agreement dated July 1, 2001, between U.S. Bancorp Piper Jaffray Asset Management, Inc. and Clay Finlay Inc. with respect to International Fund (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 54, Filed on June 27, 2001 (File Nos. 33-16905, 811-05309)). (6)(g) Sub-Advisory Agreement dated July 23, 1998, between U.S. Bank National Association, as assigned to U.S. Bancorp Piper Jaffray Asset Management, Inc. on May 2, 2001, and Marvin & Palmer Associates, Inc., with respect to Emerging Markets Fund (Incorporated by reference to Exhibit 5(f) to Post-Effective Amendment No. 39, Filed on July 31, 1998 (File Nos. 33-16905, 811-05309)). (6)(h) Sub-Advisory Agreement dated July 24, 1998, between U.S. Bank National Association, as assigned to U.S. Bancorp Piper Jaffray Asset Management, Inc. on May 2, 2001, and Federated Global Investment Management Corp., with respect to Strategic Income Fund (Incorporated by reference to Exhibit 5(g) to Post-Effective Amendment No. 39, Filed on July 31, 1998 (File Nos. 33-16905, 811-05309)). (7)(a) Distribution Agreement [Class A and Class Y Shares,] between the Registrant and Quasar Distributors, LLC (Incorporated by reference to Exhibit e(1) to Post-Effective Amendment No. 58, filed on September 21, 2001 (File Nos. 33-16905, 811-05309)). (7)(b) Distribution and Service Agreement [Class B] between the Registrant and Quasar Distributors, LLC (Incorporated by reference to Exhibit e(2) to Post-Effective Amendment No. 58, filed on September 21, 2001 (File Nos. 33-16905, 811-05309)). (7)(c) Distribution and Service Agreement [Class C] between the Registrant and Quasar Distributors, LLC (Incorporated by reference to Exhibit e(3) to Post-Effective Amendment No. 58, filed on September 21, 2001 (File Nos. 33-16905, 811-05309)). (7)(d) Shareholder Service Plan and Agreement [Class S] between Registrant and Quasar Distributors, LLC (Incorporated by reference to Exhibit e(4) to Post-Effective Amendment No. 58, filed on September 21, 2001 (File Nos. 33-16905, 811-05309)). (7)(e) Dealer Agreement (Incorporated by reference to Exhibit e(5) to Post-Effective Amendment No. 58, filed on September 21, 2001 (File Nos. 33-16905, 811-05309)). (8) Deferred Compensation Plan for Directors Trust Agreement dated January 1, 2000 (Incorporated by reference to Exhibit (f) to Post-Effective Amendment No. 46, Filed on December 28, 2000 (File Nos. 33-16905, 811-05309)). (9)(a) Custodian Agreement dated September 20, 1993, between the Registrant and First Trust National Association, as supplemented through August 1994 (Incorporated by reference to Exhibit (8) to Post-Effective Amendment No. 18 (File Nos. 33-16905, 811-05309)). (9)(b) Supplement dated March 15, 1994, to Custodian Agreement dated September 20, 1993 (File Nos. 33-16905, 811-05309). (9)(c) Further Supplement dated November 21, 1997, with respect to International Index Fund, and July 23, 1998, with respect to Strategic Income Fund and Emerging Markets Fund, to Custodian Agreement dated September 20, 1993 (Incorporated by reference to Exhibit 8(c) to Post-Effective Amendment No. 39, Filed on July 31, 1998 (File Nos. 33-16905, 811-05309)). (9)(d) Compensation Agreement pursuant to Custodian Agreement dated September 20, 1993, as amended (Incorporated by reference to Exhibit (g)(4) to Post-Effective Amendment No. 54, Filed on June 27, 2001 (File Nos. 33-16905, 811-05309)). (9)(e) Compensation Agreement dated as of September 19, 2001, pursuant to Custodian Agreement dated September 20, 1993, as amended. (9)(f) Assignment of Custodian Agreements and Security Lending Agency Agreement to U.S. Bank National Association, dated May 1, 1998 (Incorporated by reference to Exhibit (g)(5) to Post-Effective Amendment No. 41, Filed on December 2, 1998 (File Nos. 33-16905, 811-05309)). (9)(g) Further Supplement to Custodian Agreement dated December 8, 1999 (Incorporated by reference to Exhibit (g)(6) to Post-Effective Amendment No. 44, Filed on January 28, 2000 (File Nos. 33-16905, 811-05309)). (10)(a) Distribution Plan [Class A], Retail Class (Incorporated by reference to Exhibit (m)(1) to Post-Effective Amendment No. 46, Filed on December 28, 2000 (File Nos. 33-16905, 811-05309)). (10)(b) Distribution Plan [Class B] Contingent Deferred Sales Change Class. (Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment No. 21, Filed on May 15, 1995 (File Nos. 33-16905, 811-05309)). (10)(c) Service Plan [Class B] (Incorporated by reference to Exhibit (15)(c) to Post-Effective Amendment No. 21, Filed on May 15, 1995 (File Nos. 33-16905, 811-05309)). (10)(d) Distribution Plan [Class C] Level-Load Class (Incorporated by reference to Exhibit (m)(4) to Post-Effective Amendment No. 42, Filed on February 1, 1999 (File Nos. 33-16905, 811-05309)). (10)(e) Service Plan [Class C] (Incorporated by reference to Exhibit (m)(5) to Post-Effective Amendment No. 42, Filed on February 1, 1999 (File Nos. 33-16905, 811-05309)). (10)(f) Multiple Class Plan Pursuant to Rule 18f-3, dated June 1, 2001 (Incorporated by reference to Exhibit (n)(1) to Post-Effective Amendment No. 54, Filed on June 27, 2001 (File Nos. 33-16905, 811-05309)). ** (11) Opinion and consent of Dorsey & Whitney LLP. ** (12) Opinion of Faegre & Benson LLP regarding tax matters. (13) Not applicable. ** (14) Consent of Ernst & Young LLP. (15) None. ** (16) Powers of Attorney. ** (17)(a) Form of Capital Growth Fund Proxy Card. ** (17)(b) Form of Relative Value Fund Proxy Card. ** (17)(c) Form of Growth & Income Fund Proxy Card. ** (17)(d) Form of Science & Technology Fund Proxy Card. ** (17)(e) Forms of Voting Instructions - -------------------------------------------------------------------------------- * Filed herewith as Exhibit A to the Prospectus/Proxy Statement included in Part A to this Registration Statement. ** Filed herewith. Item 17. Undertakings (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant in the City of Minneapolis and State of Minnesota, on the 4th day of March, 2002. FIRST AMERICAN INVESTMENT FUNDS, INC. Registrant By: /s/ James L. Chosy ---------------------------- James L. Chosy Secretary As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Jeffery M. Wilson Senior Vice President March 4, 2002 - ------------------------------- Jeffery M. Wilson *Robert J. Dayton Director - ------------------------------- (Robert J. Dayton) *Roger A. Gibson Director - ------------------------------- (Roger A. Gibson) *Andrew M. Hunter III Director - ------------------------------- (Andrew M. Hunter III) *Leonard W. Kedrowski Director - ------------------------------- (Leonard W. Kedrowski) *John M. Murphy, Jr. Director - ------------------------------- (John M. Murphy, Jr.) *Richard K. Riederer Director - ------------------------------- (Richard K. Riederer) *Joseph D. Strauss Director - ------------------------------- (Joseph D. Strauss) *Virginia L. Stringer Director - ------------------------------- (Virginia L. Stringer) *James M. Wade Director - ------------------------------- (James M. Wade) *By: /s/ James L. Chosy Attorney-in-fact March 4, 2002 --------------------------- James L. Chosy