UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
First American Investment Funds, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
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FIRST AMERICAN INVESTMENT FUNDS, INC.
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
August , 2005
Dear Shareholder:
As a shareholder of Technology Fund, a series of First American Investment
Funds, Inc. ("FAIF"), you are invited to vote on a proposed change in the fund's
current policy of concentrating its investments in the technology industry, to a
policy of not concentrating its investments in a particular industry. The
proposal will be voted on at a special meeting of shareholders to be held on
September 26, 2005. Before the meeting, I would like to ask for your vote on
this important proposal affecting Technology Fund, as described in the
accompanying proxy statement.
The change upon which you are being asked to vote is part of a larger group
of changes which FAIF's board of directors has approved for Technology Fund.
Although you are not required to vote on the other changes, these other changes
also are described in the proxy statement, so that you can place the proposed
change upon which you are voting in context. The other changes will not be
implemented unless shareholders approve the proposed change in Technology Fund's
current policy concerning concentration of investments in a single industry.
If shareholders approve the proposed change in policy and the other
board-approved changes described in the proxy statement are implemented, the
name of Technology Fund will be changed to Small-Mid Cap Core Fund. After the
changes, the fund will continue to have an objective of long-term growth of
capital. However, in seeking to achieve this objective, the fund will, under
normal market conditions, invest primarily (at least 80% of its net assets, plus
the amount of any borrowings for investment purposes) in common stocks of small-
and mid-capitalization companies, defined as companies that have market
capitalizations within the range of market capitalizations of companies
constituting the Russell 2500 Index. The fund no longer will concentrate its
investments just in the technology sector, although it may continue to make
investments in that sector.
The board's reasons for approving these changes and for recommending your
approval of the change you are voting on are described in detail in the
accompanying proxy statement. In brief summary, since the so-called "technology
bubble" burst, Technology Fund has experienced substantial declines in
performance and net assets and substantial net outflows of funds as investors
redeemed shares. The fund's investment advisor and FAIF's board believe that the
fund has very limited potential for growth in its present form, and that it is
of marginal viability at its current size. They also believe that converting the
fund into a small- and mid-cap core fund would present significantly better
opportunities for growth of assets and that, if such growth is achieved,
shareholders could benefit from potential economies of scale and increased
flexibility in portfolio management. FOR THESE AND THE OTHER REASONS DESCRIBED
IN THE PROXY STATEMENT, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" THE PROPOSAL WHICH IS PRESENTED IN THE PROXY STATEMENT.
In considering your vote, you should note that the fund's investment
advisory fee and other service provider fees, 12b-1 and shareholder service
fees, and front-end and deferred sales charges all will remain unchanged if the
proposed changes are approved and implemented. In addition, your rights as a
shareholder of the fund will not change, including your right to exchange shares
of the fund for shares of other funds in the First American family as described
in Technology Fund's current prospectuses.
Your vote is extremely important. You can vote quickly and easily by
toll-free telephone call, by internet or by mail by following the instructions
that appear on your proxy card. Whether or not you expect to be present at the
meeting, please help us to 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
(800) 677-3863.
NOTE: You may receive more than one proxy package if you hold shares in
more than one account. You must return separate proxy cards for separate
holdings. Please read the entire proxy statement carefully before you vote.
Thank you for taking this matter seriously and participating in this
important process.
Sincerely,
/s/ Thomas S. Schreier, Jr.
--------------------------------------
Thomas S. Schreier, Jr.
President
IMPORTANT SHAREHOLDER INFORMATION
WITHIN THIS PACKAGE YOU WILL FIND THE FOLLOWING:
- Proxy statement describing the proposed change in Technology Fund's
current policy of concentrating its investments in the technology
industry, to a policy of not concentrating its investments in a
particular industry
- Voting Instructions
- Proxy card
- Business reply envelope
The board of directors of FAIF has unanimously approved the proposed change
in Technology Fund's current policy of concentrating its investments in the
technology industry, and it recommends that you vote in favor of the proposal.
The following questions and answers provide a brief overview of the proposal.
The board of directors encourages you to read the full text of the enclosed
proxy statement carefully.
WHAT AM I BEING ASKED TO VOTE ON AT THE UPCOMING SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON SEPTEMBER 26, 2005?
Shareholders of Technology Fund are being asked to consider and approve a
proposed change in Technology Fund's current policy of concentrating its
investments in the technology industry, to a policy of not concentrating its
investments in a particular industry.
IF SHAREHOLDERS APPROVE THIS CHANGE, WHAT OTHER CHANGES WILL TAKE PLACE IN
TECHNOLOGY FUND?
The change that you are voting on is part of a larger group of changes
which FAIF's board of directors has approved for Technology Fund. Although
shareholders are not required to vote on the other changes, these other changes
also are described in the proxy statement, so that you can place the proposed
change upon which you are voting in context.
If shareholders approve the proposed change in policy and the other
board-approved changes are implemented, the name of Technology Fund will be
changed to Small-Mid Cap Core Fund. After the changes, the fund will continue to
have an objective of long-term growth of capital. However, in seeking to achieve
this objective, the fund will, under normal market conditions, invest primarily
(at least 80% of its net assets, plus the amount of any borrowings for
investment purposes) in common stocks of small- and mid-capitalization
companies, defined as companies that have market capitalizations within the
range of market capitalizations of companies constituting the Russell 2500
Index. The fund no longer will concentrate its investments just in the
technology sector, although it may continue to make investments in that sector.
In addition, the fund will change from being a "non-diversified" to a
"diversified" fund, which means it will become subject to more restrictive
limitations on the proportion of its assets it can invest in individual issuers.
IF SHAREHOLDERS DO NOT APPROVE THE CHANGE UPON WHICH THEY ARE VOTING, WILL
THESE OTHER CHANGES TO TECHNOLOGY FUND BE IMPLEMENTED?
No.
WHY HAS THE BOARD OF DIRECTORS APPROVED THESE CHANGES, AND RECOMMENDED THAT I
VOTE IN FAVOR OF THE CHANGE UPON WHICH I AM BEING ASKED TO VOTE?
Since the so-called "technology bubble" burst, Technology Fund has
experienced substantial declines in performance and net assets and substantial
net outflows of funds as investors redeemed shares. The fund's investment
advisor and FAIF's board believe that the fund has very limited potential for
growth in
its present form, and that it is of marginal viability at its current size. They
also believe that converting the fund into a small- and mid-cap core fund would
present significantly better opportunities for growth of assets and that, if
such growth is achieved, shareholders could benefit from potential economies of
scale and increased flexibility in portfolio management.
The board of directors considered several other factors as well. These are
discussed in the proxy statement under the heading "Proposal to Change
Technology Fund's Policy Concerning Concentration of Investments in a Single
Industry -- Investment Advisor's Recommendation and Board of Directors' Action."
The board encourages you to review this section of the proxy statement for a
more complete understanding of the factors it considered.
IF THE PROPOSED CHANGES ARE IMPLEMENTED, HOW WILL THE RISK/REWARD PROFILE OF
THE FUND CHANGE?
Historically, the technology sector in general, and Technology Fund in
particular, have experienced extreme volatility of returns within relatively
short periods of time. FAIF's board of directors believes that converting the
fund into a small- and mid-cap core fund which does not concentrate its
investments in a single industry is likely to reduce the fund's volatility.
At the same time, the board recognizes that small- and mid-cap stocks
themselves are subject to greater volatility than larger-cap stocks, as well as
potentially greater returns. The board believes that the positioning of the fund
along the risk-reward continuum following the proposed changes will be generally
consistent with the expectations of present shareholders, who implicitly have
accepted a tradeoff of higher volatility for potentially greater returns.
DID THE BOARD OF DIRECTORS CONSIDER ANY ALTERNATIVES TO CONVERTING TECHNOLOGY
FUND INTO A SMALL- AND MID-CAP CORE FUND?
Yes. The board considered the possibilities of simply liquidating
Technology Fund, or of seeking to merge it into another fund. However, the board
noted that at March 31, 2005, Technology Fund had approximately $ million in
capital loss carryforwards which can be used to offset future capital gains for
federal income tax purposes. The board was advised by the investment advisor
that if the fund was liquidated, these capital loss carryforwards would be lost
immediately, with no benefit to shareholders. In addition, the board was advised
that if the fund was merged into another fund, most of the capital loss
carryforwards also would be lost immediately. Under the changes which the board
approved, it is anticipated that these capital loss carryforwards will continue
to be available for future use in their entirety until they expire on their
current schedule.
WHO WILL BEAR THE COSTS ASSOCIATED WITH THE PROPOSED CHANGES?
Current shareholders of Technology Fund will effectively bear certain costs
associated with converting Technology Fund into a small- and mid-cap core fund.
These costs include the trading costs associated with repositioning the fund's
portfolio; the expenses of preparing, printing and mailing this proxy statement,
soliciting proxies, and holding a shareholder meeting; and the cost of
preparing, printing and distributing revised prospectuses for the fund. The
board of directors believed that the potential benefits to shareholders of
implementing the proposed changes justify incurring these expenses.
APART FROM THOSE COSTS, WILL THERE BE ANY CHANGES IN THE FEES AND EXPENSES
BORNE BY THE FUND AND ITS SHAREHOLDERS, OR IN SHAREHOLDERS' RIGHTS?
No other changes in the fees and expenses borne by the fund or by its
shareholders will result from the proposed changes. Specifically, the fund's
investment advisory fee and other service provider fees, 12b-1 and shareholder
service fees, and front-end and deferred sales charges all will remain
unchanged. In addition, shareholders' rights as shareholders of the fund will
not change, including their right to exchange shares of the fund for shares of
other funds in the First American family as described in Technology Fund's
current prospectuses.
ii
IF SHAREHOLDERS APPROVE THE PROPOSAL THEY ARE VOTING ON, WHEN WILL THE CHANGES
TO TECHNOLOGY FUND TAKE EFFECT?
It is anticipated that the changes would take effect on or about October 3,
2005 if shareholders approve the proposal.
WHEN SHOULD I VOTE?
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 card. Call
the toll-free number listed and follow the recorded instructions.
By the Internet: Visit the website listed on your proxy card. Once
there, enter the control number located on your proxy card.
By Mail: The proxy cards must be marked with your vote and returned in
the business reply envelope included in this package. If you misplaced your
envelope, please mail your proxy card to:
PROXY TABULATOR
P.O. BOX 9123
HINGHAM, MA 02043
Please read the full text of the enclosed proxy statement for further
information. If you have questions, please call your investment professional or
First American Investment Funds at (800) 677-3863.
iii
FIRST AMERICAN INVESTMENT FUNDS, INC.
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
TECHNOLOGY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 26, 2005
NOTICE IS HEREBY GIVEN THAT a Special Meeting of Shareholders of Technology
Fund, a separate series of First American Investment Funds, Inc. ("FAIF"), a
Maryland corporation, will be held in on the floor at 800
Nicollet Mall, Minneapolis, Minnesota 55402, on September 26, 2005, at 10:00
a.m. Central time, for the following purposes:
(1) For shareholders of Technology Fund to approve a change in the
fund's current policy of concentrating its investments in the technology
industry, to a policy of not concentrating its investments in a particular
industry.
(2) To transact any other business properly brought before the
meeting.
The board of directors of FAIF unanimously recommends approval of the
proposal to change Technology Fund's policy concerning concentration of
investments in a single industry.
Only Technology Fund shareholders of record at the close of business on
August 8, 2005 are entitled to notice of, and to vote at, the meeting and any
adjournments thereof.
By Order of the Board of Directors
/s/ Kathleen L. Prudhomme
--------------------------------------
Kathleen L. Prudhomme
Secretary
Dated: August , 2005
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE AND RETURN YOUR PROXY CARD PROMPTLY. EACH SHAREHOLDER IS URGED
TO COMPLETE, DATE AND SIGN, AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED, EVEN IF YOU PLAN TO ATTEND THE MEETING. ALTERNATIVELY, YOU MAY VOTE
VIA THE INTERNET OR TELEPHONE, AS INDICATED ON THE PROXY CARD. YOU MAY REVOKE
YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED BY THE SUBSEQUENT EXECUTION AND
SUBMISSION OF A REVISED PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO FAIF AT
ANY TIME BEFORE THE PROXY IS EXERCISED OR BY VOTING IN PERSON AT THE SPECIAL
MEETING.
PROXY STATEMENT
DATED AUGUST , 2005
FIRST AMERICAN INVESTMENT FUNDS, INC.
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
(800) 677-3863
INTRODUCTION
This proxy statement is being furnished to shareholders of Technology Fund,
a separate series of FAIF, in connection with the solicitation of proxies by
FAIF's board of directors for use at the Special Meeting of Shareholders of
Technology Fund to be held on September 26, 2005, at 10:00 a.m. Central time, in
on the floor at 800 Nicollet Mall, Minneapolis, Minnesota 55402,
and any adjournments thereof. This proxy statement and the accompanying proxy
card are being first mailed to shareholders on or about August , 2005.
As more fully described in this proxy statement, the purpose of the meeting
is to consider and act upon a proposed change in Technology Fund's current
policy of concentrating its investments in the technology industry, to a policy
of not concentrating its investments in a particular industry.
The change upon which shareholders are being asked to vote is part of a
larger group of changes which FAIF's board of directors has approved for
Technology Fund. Although shareholders are not required to vote on the other
changes, these other changes also are described in this proxy statement, so that
shareholders can place the proposed change upon which they are voting in
context. The other changes will not be implemented unless shareholders approve
the proposed change in Technology Fund's current policy concerning concentration
of investments in a single industry.
If shareholders approve the proposed change in policy and the other
board-approved changes described herein are implemented, the name of Technology
Fund will be changed to Small-Mid Cap Core Fund. After the changes, the fund
will continue to have an objective of long-term growth of capital. However, in
seeking to achieve this objective, the fund will, under normal market
conditions, invest primarily (at least 80% of its net assets, plus the amount of
any borrowings for investment purposes) in common stocks of small- and
mid-capitalization companies, defined as companies that have market
capitalizations within the range of market capitalizations of companies
constituting the Russell 2500 Index. The fund no longer will concentrate its
investments just in the technology sector, although it may continue to make
investments in that sector.
In order for the meeting to go forward, there must be a quorum. This means
that at least 10% of Technology Fund's shares must be represented at the
meeting, either in person or by proxy. All returned proxies will count toward a
quorum, regardless of how they are voted. Thus, an abstention will be counted as
shares present at the meeting in determining whether a quorum is present, and
also will be counted in determining how many votes were cast at the meeting.
Broker non-votes will be counted as shares present at the meeting in determining
whether a quorum is present, but they will not be counted in determining how
many votes were cast at the meeting. (Broker non-votes are shares for which the
underlying owner has not voted, and the broker holding the shares on behalf of
the underlying owner does not have discretionary authority to vote on the
particular matter.)
If a quorum is not obtained or if sufficient votes to approve the proposal
are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. 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 a vote in favor of the adjournment by the holders
of a majority of the shares present at the meeting in person or by proxy.
Abstentions and broker non-votes will not be
voted with respect to any proposed adjournments, but abstentions will be counted
in determining how many votes were cast with respect to adjournment.
You can revoke your proxy at any time up until voting results are announced
at the meeting. You can do this by writing to FAIF's secretary, or by voting in
person at the meeting and notifying the election judge that you are revoking
your proxy. In addition, you can revoke a prior proxy simply by voting again,
either by using another proxy card or voting by internet or toll-free telephone
call. If you return an executed proxy card without instructions, your shares
will be voted "FOR" the proposal.
Technology Fund will pay all costs of solicitation, including the cost of
preparing and mailing the notice of the shareholder meeting and this proxy
statement. Representatives of U.S. Bancorp Asset Management, Inc., Technology
Fund's investment advisor, may solicit proxies by means of mail, telephone, or
personal calls, all without cost to Technology Fund. Technology Fund has engaged
InvestorConnect, a division of the Altman Group, to solicit shareholder votes by
telephone. Technology Fund will pay InvestorConnect's fees and expenses, which
are anticipated to range between approximately $21,000 and $32,000.
Only Technology Fund shareholders of record on August 8, 2005, may vote at
the meeting or any adjournment of the meeting. On that date, the fund had
shares issued and outstanding. Each shareholder is entitled to one
vote for each share owned on the record date. The proposal to be presented at
the meeting will not entitle any shareholder to cumulative voting or appraisal
rights.
At this point, we do not know of any other business to be brought before
the meeting. However, if any other matters do come up, the persons named as
proxies will vote on these matters according to their best judgment.
TECHNOLOGY FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE
AT NO COST. TO REQUEST A REPORT, PLEASE WRITE TO FIRST AMERICAN INVESTMENT FUNDS
AT 800 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55402 OR CALL (800) 677-3863.
Please be sure to read the entire proxy statement before casting your vote.
If you need help voting your proxy, you may call First American Investment Funds
at (800) 677-3863.
PROPOSAL TO CHANGE TECHNOLOGY FUND'S POLICY
CONCERNING CONCENTRATION OF INVESTMENTS IN A SINGLE INDUSTRY
BACKGROUND
Technology Fund is an open-end management investment company (i.e., a
mutual fund) which is registered under the Investment Company Act of 1940 (the
"Act"). Under the Act and related regulations, a mutual fund must disclose in
its registration statement filed with the Securities and Exchange Commission
(the "SEC") whether it has a policy of concentrating its investments in a
particular industry or group of industries. A fund is deemed to have
"concentrated" its investments if 25% or more of its assets are invested in a
particular industry or group of industries. The Act provides that a mutual fund
cannot change its policy concerning concentration of investments, as stated in
its registration statement, unless the change is approved by its shareholders. A
mutual fund's policy which cannot be changed without shareholder approval is
referred to as a "fundamental policy."
Technology Fund presently seeks to achieve its investment objective by
investing primarily (at least 80% of its net assets, plus the amount of any
borrowings for investment purposes) in common stock of companies which the
fund's investment advisor believes either have, or will develop, products,
processes or services that will provide or will benefit significantly from
technological innovations, advances and improvements. Accordingly, Technology
Fund's registration statement discloses that the fund has a policy of
concentrating its investments in the industry designated by its name, i.e., the
technology industry. As noted above, under the Act this policy cannot be changed
without shareholder approval.
2
HISTORY OF TECHNOLOGY FUND
Technology Fund commenced operations in 1994. During the so-called
"technology bubble" of the late 1990s, the fund's Class Y shares produced total
returns of 129.52% and 80.71% for the fiscal years ended September 30, 1999 and
2000, respectively, and its net assets grew from $118 million at September 30,
1998 to $257 million at September 30, 1999 and $723 million at September 30,
2000. The fund's increases in net assets during this period reflected both
appreciation in the value of the stocks it held and, particularly in fiscal
2000, large inflows of cash into the fund from investors.
These trends reversed during the fiscal year ended September 30, 2001, when
the "technology bubble" burst. During that year, the fund's Class Y shares
produced a total return of -83.26%. At the end of the year, the fund's net
assets stood at $162 million. The fund also experienced net outflows of cash as
investors redeemed shares. These net outflows have continued during each fiscal
year since, even though the fund's Class Y shares produced a positive total
return of 64.71% for the fiscal year ended September 30, 2003. By March 31,
2005, the fund's net assets had fallen to $82 million.
INVESTMENT ADVISOR'S RECOMMENDATION AND BOARD OF DIRECTORS' ACTION
At a meeting of FAIF's board of directors held on June 20-22, 2005,
Technology Fund's investment advisor presented a series of recommended changes
to Technology Fund. Taken together, these changes would have the effect of
converting the fund from one which concentrates its investments in the
technology sector to one which invests in small- and mid-capitalization
companies generally. These changes are described more fully in the following
section.
In support of its recommendation, the investment advisor presented
information indicating that technology funds as a group have experienced greatly
reduced performance and net outflows of assets following the bursting of the
"technology bubble." The advisor also presented information indicating that
sector funds as a group account for a reduced proportion of total equity fund
assets within the industry, and that technology funds as a group account for a
reduced proportion of total sector fund assets. In addition, the advisor noted
that Technology Fund continued to lose assets even after its relatively strong
performance during fiscal 2003. Based on this information, the investment
advisor concluded that Technology Fund has very limited potential for growth,
and that it is of marginal viability at its present size.
Accordingly, the investment advisor recommended that the fund be converted
into a small- and mid-cap core fund. The advisor indicated that this type of
fund is gaining popularity among investors and presents significantly better
opportunities for growth in assets than Technology Fund does in its current
form.
After discussing the investment advisor's recommended changes to Technology
Fund extensively, the board of directors unanimously approved them. In approving
the changes, directors took the following factors into account, among others:
- Based on the information presented by the advisor, the board believed
that Technology Fund has very limited potential for growth in its present
form, and that it is of marginal viability at its present size. It also
believed that converting the fund into a small- and mid-cap core fund
would present significantly better opportunities for growth in assets.
The board believed that if such growth is achieved, shareholders could
benefit from potential economies of scale and increased flexibility in
portfolio management.
- The board noted that the technology sector in general, and Technology
Fund in particular, have experienced extreme volatility of returns within
relatively short periods of time. The board believed that converting the
fund into a small- and mid-cap core fund which does not concentrate its
investments in a single industry is likely to reduce the fund's
volatility. The board recognized that small- and mid-cap stocks
themselves are subject to greater volatility than larger-cap stocks, as
well as potentially greater returns. The board believed that the
positioning of the fund along the risk-return continuum following the
proposed changes would be generally consistent with the
3
expectations of present shareholders, who implicitly have accepted a tradeoff of
higher volatility for potentially greater returns.
- The board considered the possibilities of simply liquidating Technology
Fund, or of seeking to merge it into another fund. However, the board
noted that at March 31, 2005, Technology Fund had approximately $
million in capital loss carryforwards which can be used to offset future
capital gains for federal income tax purposes. The board was advised by
the investment advisor that if the fund was simply liquidated, these
capital loss carryforwards would be lost immediately, with no benefit to
shareholders. In addition, the board was advised that if the fund was
merged into another fund, most of the capital loss carryforwards also
would be lost immediately. However, it was advised that if the fund's
investment strategies are changed to that of a small- and mid-cap core
fund, there is a high likelihood that the capital loss carryforwards will
remain available for future use in their entirety on their current
schedule.
- The board recognized that current shareholders would effectively bear
certain costs associated with converting Technology Fund into a small-
and mid-cap core fund. These costs include the trading costs associated
with repositioning the fund's portfolio; the expenses of preparing,
printing and mailing this proxy statement, soliciting proxies, and
holding a shareholder meeting; and the cost of preparing, printing and
distributing revised prospectuses for the fund. However, the board
believed that the potential benefits to shareholders of implementing the
proposed changes justify incurring these expenses.
- The board noted that no other changes in the fees and expenses borne by
the fund or by its shareholders will result from the proposed changes.
Specifically, it noted that the fund's investment advisory fee and other
service provider fees, 12b-1 and shareholder service fees, and front-end
and deferred sales charges all will remain unchanged. In addition, the
board noted that shareholders' rights as shareholders of the fund will
not change, including their right to exchange shares of the fund for
shares of other funds in the First American family as described in
Technology Fund's current prospectuses, and their rights to vote shares
of the fund.
The board was advised and assisted by counsel to the independent directors
and fund counsel. No single factor or group of factors was deemed to be
determinative by the board in approving the proposed changes. Instead, the board
based its decision on the totality of the information which it reviewed.
PROPOSED CHANGES TO TECHNOLOGY FUND AND TO ASSOCIATED RISKS
As discussed above, Technology Fund's shareholders are being asked to vote
on a proposed change in its current policy of concentrating its investments in
the technology industry, to a policy of not concentrating its investments in a
particular industry. If this change is approved, shareholders no longer will be
subject to the risks associated with the fund's concentration of its investments
in a single industry.
This section describes the other significant changes to Technology Fund
which the board of directors has approved, and which do not require shareholder
approval. It also notes the changes in the risks borne by fund shareholders
which will result from these changes. As noted before, the changes described in
this section will not be implemented unless shareholders approve the proposed
change in the Technology Fund's policy concerning concentration of investments
in a single industry.
Change of name. The fund's name is to be changed from "Technology Fund" to
"Small-Mid Cap Core Fund."
No change in investment objective. The investment objective of the fund
will continue to be long-term growth of capital.
Change in policy concerning diversification. A "diversified" mutual fund
cannot invest more than 5% of the value of its total assets in any one issuer
(other than certain cash items, government securities, and securities of other
investment companies) or purchase more than 10% of the outstanding voting
securities of such an issuer, except that it can do so with up to 25% of the
value of its total assets. A "non-diversified" mutual fund is one which has
chosen not to be subject to these limitations.
4
Technology Fund currently is a "non-diversified" mutual fund. If the
proposed changes to the fund are implemented, it will become a "diversified"
fund. As a result, shareholders no longer will be subject to the risks
associated with the fund's potential concentration of its investments in the
securities of a small number of issuers.
Change in principal investment strategies. Under normal market conditions,
Technology Fund currently 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:
- inexpensive computing power, such as personal computers
- improved methods of communications, such as satellite transmission
- 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, health care, 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 positive cash flow, a strong competitive position, strong,
ongoing relationships with its customers, above-average growth in revenues, and
a sound balance sheet.
If the proposed changes to the fund are implemented, the fund will, under
normal market conditions, invest primarily (at least 80% of its net assets, plus
the amount of any borrowings for investment purposes) in common stocks of small-
and mid-capitalization companies, defined as companies that have market
capitalizations within the range of market capitalizations of companies
constituting the Russell 2500 Index. This index measures the performance of the
2,500 smallest companies in the Russell 3000 Index (which is made up of the
3,000 largest U.S. companies based on total market capitalization). The market
capitalizations of companies in the Russell 2500 Index ranged from approximately
$71 million to $5.3 billion as of June 30, 2005.
In selecting stocks, the fund's advisor will select companies that it
believes exhibit the potential for superior growth and stock price appreciation
based on factors such as:
- above average growth in revenue, earnings and free cash flow
- attractive valuation relative to other securities in the same industry or
market
- good or improving fundamentals
- an identifiable catalyst that could increase the value of the stock over
the next one or two years
As noted before, the proposed change in the fund's strategy of
concentrating its investments in the technology industry is expected to reduce
the fund's volatility. However, the weighted average capitalization of the
fund's holdings is expected to decrease, and small- and mid-cap stocks generally
are subject to greater volatility than larger-cap stocks. At June 30, 2005, the
weighted average market capitalization of the stocks held by Technology Fund was
$11.6 billion.
No change in ability to invest in derivatives, initial public offerings, or
securities of foreign issuers. Technology Fund currently may utilize derivatives
such as options, futures contracts, and options on futures contracts in an
attempt to manage market or business risk or enhance the fund's return.
In addition, under certain market conditions, Technology Fund may
frequently invest in companies at the time of their initial public offering
(IPO). By virtue of its size and institutional nature, the advisor may have
greater access to IPOs than individual investors have. IPOs will frequently be
sold within 12 months of purchase which may result in increased short-term
capital gains.
5
Up to 25% of Technology 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.
If the proposed changes to Technology Fund are implemented, no change will
be made in the fund's ability to invest in derivatives, IPOs, or securities of
foreign issuers. Accordingly, there will be no change in the risks associated
with these types of investments which are borne by shareholders.
VOTE REQUIRED
Approval of the proposed change in Technology Fund's current policy of
concentrating its investments in the technology industry requires the favorable
vote of a majority of the outstanding shares of the fund, as defined in the Act,
which means 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 of the fund are
present in person or by proxy, or (b) more than 50% of the outstanding shares of
the fund.
The board of directors unanimously recommends that shareholders vote "FOR"
this proposal. Unless otherwise instructed, the proxies will vote in favor of
the proposal.
ADDITIONAL INFORMATION ABOUT TECHNOLOGY FUND
As of August 8, 2005 (the record date for the meeting), all directors and
officers as a group owned less than 1% of the outstanding shares of Technology
Fund. As of that date, the following persons were known by the fund's investment
advisor to be the beneficial owners of 5% or more of any class of shares of
Technology Fund.
<Table>
<Caption>
CLASS OF NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED SHARES OWNED CLASS
- ------------------------------------ ------------ ------------ ----------
</Table>
INVESTMENT ADVISOR, ADMINISTRATOR, AND PRINCIPAL UNDERWRITER
U.S. Bancorp Asset Management, Inc., 800 Nicollet Mall, Minneapolis,
Minnesota 55402 is the investment advisor and administrator for Technology Fund.
Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202
is the principal underwriter for the fund.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise FAIF, in care of U.S. Bancorp Asset Management, Inc., Mail
Stop BC-MN-H05U, 800 Nicollet Mall, Minneapolis, Minnesota 55402, whether other
persons are beneficial owners of Technology Fund shares for which proxies are
being solicited and, if so, the number of copies of this proxy statement you
wish to receive in order to supply copies to the beneficial owners of the
respective shares.
SHAREHOLDER PROPOSALS
FAIF is not required to hold annual shareholder meetings. Since FAIF does
not hold regular meetings of shareholders, the anticipated date of the next
shareholder meeting cannot be provided. To be considered for inclusion in the
proxy statement for any subsequent meeting of shareholders, a shareholder
proposal must be submitted a reasonable time before the proxy statement for that
meeting is mailed. Whether a proposal is included in the proxy statement will be
determined in accordance with applicable federal and state laws. The timely
submission of a proposal does not guarantee its inclusion.
Kathleen L. Prudhomme
Secretary
6
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Follow the instructions provided on the website.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and dale the proxy card.
4) Return the proxy card in the envelope provided.
TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: FTAMF1 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
FIRST AMERICAN INVESTMENT FUNDS, INC.
TECHNOLOGY FUND
VOTE ON PROPOSALS
1. APPROVAL OF A CHANGE IN TECHNOLOGY FUND'S FOR AGAINST ABSTAIN
CURRENT POLICY OF CONCENTRATING
ITS INVESTMENTS IN THE TECHNOLOGY SECTOR, [ ] [ ] [ ]
TO A POLICY OF NOT CONCENTRATING
ITS INVESTMENTS IN A PARTICULAR INDUSTRY.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ABOVE.
IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" THE PROPOSAL. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY
DEEM IN THE BEST INTEREST OF TECHNOLOGY FUND. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
NOTE: IF YOU VOTE BY PHONE OR BY INTERNET, PLEASE DO NOT MAIL YOUR PROXY
CARD.
NOTE: Please sign exactly as your name appears on this Proxy. When signing in a
fiduciary capacity, such as executor, administrator, trustee, attorney,
guardian, etc., please so indicate. Corporate and partnership proxies should be
signed by authorized persons indicating the person's title.
[________________________________] [____] [______________________] [____]
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
FIRST AMERICAN INVESTMENT FUNDS, INC.
800 NICOLLET MALL
MINNEAPOLIS, MN 55402
TECHNOLOGY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 26, 2005
The undersigned appoints Charles D. Gariboldi, Kathleen L. Prudhomme, and
Jeffery M. Wilson, or any one of them, as proxies of the undersigned, with full
power of substitution, to cast all eligible votes held by the undersigned in the
Technology Fund series of First American Investment Funds, Inc. ("FAIF") at a
Special Meeting of Shareholders, to be held in _______________ on the ____ floor
at 800 Nicollet Mall, Minneapolis, Minnesota 55402, on September 26, 2005, at
10:00 a.m. Central time, and at any adjournment thereof, with all powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked. Receipt of the Notice of Special Meeting of
Shareholders and the accompanying Proxy Statement is hereby acknowledged.