EXHIBIT (11)
[K&L letterhead]
December 20, 2002
First American Investment Funds, Inc.
800 Nicollet Mall
Minneapolis, MN 55402
Ladies and Gentlemen:
We have acted as special counsel to U.S. Bancorp in connection with a
Plan of Reorganization and Termination (the "Plan") proposed to be adopted by
First American Investment Funds, Inc., a registered investment company organized
as a Maryland corporation (the "Company"), on behalf of the following separate
classes (each commonly known as a mutual fund or series) of the Company: (i)
Large Cap Growth Fund, Health Sciences Fund, Mid Cap Growth Fund, Small Cap
Growth Fund, Emerging Markets Fund, Bond IMMDEX(TM) Fund and High Yield Bond
Fund (each an "Acquired Fund"); and (ii) Large Cap Core Fund, Mid Cap Core Fund,
Small Cap Core Fund, International Fund, Fixed Income Fund and Strategic Income
Fund (each an "Acquiring Fund").
Under the Plan, an Acquired Fund's assets would be acquired by the
Acquiring Fund listed opposite the Acquired Fund's name in the table below in
exchange for: (i) shares of the appropriate series (commonly known as classes)
of the common stock (par value $0.0001) of the Acquiring Fund's shares; and (ii)
that Acquiring Fund's assumption of the Acquired Fund's liabilities. The shares
of the appropriate classes and series that are to be issued pursuant to the Plan
are referred to herein as the "Shares."
Class of Shares
Acquired Fund Name of Acquiring Corresponding
------------- Fund to the Acquiring
----------------- Fund
----------------
Large Cap Growth Fund -> Large Cap Core Fund Class QQ
Health Sciences Fund -> Large Cap Core Fund Class QQ
Mid Cap Growth Fund -> Mid Cap Core Fund Class SS
Small Cap Growth Fund -> Small Cap Core Fund Class UU
Emerging Markets Fund -> International Fund Class Q
Bond IMMDEX(TM) Fund -> Fixed Income Fund Class B
First American Investment Funds, Inc.
December 20, 2002
Page 2
High Yield Bond Fund -> Strategic Income Fund Class HH
As such counsel, you have requested our opinion as to certain matters
regarding the issuance of the Shares pursuant to the Plan. In connection with
rendering our opinion, we have examined copies of:
1. the Registration Statement on Form N-14 ("Registration Statement")
that is being filed by the Company for the purpose of registering the
Shares under the Securities Act of 1933, as amended ("1933 Act");
2. the Company's charter and bylaws;
3. the form of Plan included as an exhibit to the Registration
Statement; and
4. the form of the Articles of Amendment (the "Amendment") to the
Company's Amended and Restated Articles of Incorporation with respect
to each of the Acquiring Funds, in the form included as an exhibit to
the form of Plan and to be adopted by the Company.
We have also examined such other corporate action of the Company as provides for
the issuance of the Shares pursuant to the Plan, and we have made such other
investigation as we have deemed appropriate. In rendering our opinion, we have
made the assumptions customary in opinions of this kind; we have not verified
those assumptions.
Our opinion is limited to the laws and facts in existence on the date
hereof, and it is further limited to the federal laws of the United States and
the laws of the State of Maryland that in our experience are normally applicable
to the issuance of shares by corporations that are registered investment
companies. We express no opinion with respect to any other laws.
Based on the foregoing, we are of the opinion that:
1. When
(i) the Plan has been duly adopted by the required
shareholders of the Company;
(ii) the Amendment has been duly adopted by the required
shareholders of the Company and has been duly filed with the
Maryland State Department of Assessments and Taxation; and
First American Investment Funds, Inc.
December 20, 2002
Page 3
(iii) all of the conditions to the effectiveness of the Plan
have been satisfied
the issuance of the Shares to be issued pursuant to the Plan
will have been duly authorized by the Company; and
2. When such Shares have been issued and the consideration for such
Shares has been paid in accordance with the Plan, such Shares will be validly
issued, fully paid and non-assessable.
This opinion is rendered solely in connection with the filing of the
Registration Statement. We hereby consent to this opinion being an exhibit to
the Registration Statement when it is filed with the SEC and to the reference to
our firm in the Prospectus/ Proxy Statement that is being filed as part of the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Kirkpatrick & Lockhart LLP