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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. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
FIRST AMERICAN INVESTMENT FUNDS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Dear First American Fund Shareholder:
On Wednesday, December 8, 2004, a special meeting of the shareholders of
our International Fund (the "Fund"), a series of mutual fund shares issued by
First American Investment Funds, Inc. ("FAIF"), will be held at the offices of
the Fund's investment advisor, U.S. Bancorp Asset Management, Inc. (the
"Advisor"), located at 800 Nicollet Mall, Minneapolis, Minnesota 55402. You are
being asked to approve an investment sub-advisory agreement for the Fund with
J.P. Morgan Investment Management, Inc. ("J.P. Morgan"). As you know from the
prospectus supplement that you received, the board of directors of the Fund (the
"Board") approved the appointment of J.P. Morgan as the sub-advisor to the Fund,
subject to the approval of the Fund's shareholders. At the same time, the Board
approved termination of the previous sub-advisory agreement with Clay Finlay
Inc. ("Clay Finlay"). The Board is now recommending that you approve an
investment sub-advisory agreement among FAIF, on behalf of the Fund, the Advisor
and J.P. Morgan. If you approve this agreement, J.P. Morgan will assume
management of the Fund from Clay Finlay shortly after the meeting.
The proxy statement that accompanies this letter contains detailed
information on this proposal. I encourage you to read it carefully. You will
also find information in a "Question and Answer" format designed to provide
answers to some of the questions that we anticipate you will have. After you
have read the accompanying materials, please fill out your proxy card, sign it
and send it back to us. You may also vote in person at the meeting, or you may
vote by telephone or by internet, by following the instructions that appear on
the proxy card.
YOUR PROMPT VOTE MAKES A DIFFERENCE
It is very important that you vote as soon as possible. The proposal
requires that a majority of the shareholders of the Fund participate in the
voting process. If the required number of shareholders do not participate,
additional mailings and shareholder solicitation will be required.
THE BOARD OF DIRECTORS RECOMMENDS A "YES" VOTE FOR THE PROPOSAL
The proposal has been thoroughly reviewed by the Board, whose role is to
protect your interests as a shareholder. The Board believes that approval of the
Fund's sub-advisory agreement with J.P. Morgan is in the best interests of the
Fund and its shareholders and unanimously recommends that you vote FOR the
proposal.
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FOUR WAYS TO VOTE
We've made the voting process as easy and convenient as possible. You can
vote in person at the meeting or by mail using the enclosed proxy card, or take
advantage of the telephone or internet voting procedures described on the proxy
card. If we do not hear from you after a reasonable amount of time, you may
receive a telephone call from our proxy solicitor reminding you to vote your
shares.
We thank you for your continued support of the Fund, and urge you to cast
your vote as soon as possible.
Sincerely,
Thomas S. Schreier, Jr.
President
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IMPORTANT INFORMATION
While we encourage you to read the entire enclosed proxy statement, we
thought it would be helpful to provide brief answers to some questions.
Q. WHAT PROPOSAL AM I BEING ASKED TO CONSIDER?
A. You are being asked to approve an investment sub-advisory agreement for the
Fund with J.P. Morgan. On September 16, 2004, the Board approved the
appointment of J.P. Morgan as the sub-advisor to the Fund, subject to the
approval of the Fund's shareholders. Assuming shareholder approval is
obtained, J.P. Morgan will assume management of the Fund from the Fund's
current sub-advisor, Clay Finlay, shortly after the shareholder meeting.
Q. WHY DID THE BOARD APPOINT J.P. MORGAN TO ACT AS THE FUND'S INVESTMENT
SUB-ADVISOR?
A. The Board believes that approval of the Fund's sub-advisory agreement with
J.P. Morgan is in the best interests of the Fund and its shareholders. Both
the Board and the Advisor have been dissatisfied with the performance of
the Fund's current sub-advisor. J.P. Morgan was selected as a replacement
because of, among other things, its strong performance record with respect
to similar portfolios it manages, its investment style and process, and the
depth of experience of its portfolio management team.
Q. DOES THE AGREEMENT THAT I'M BEING ASKED TO APPROVE DIFFER FROM MY FUND'S
CURRENT INVESTMENT SUB-ADVISORY AGREEMENT?
A. Yes, in some respects. Although the proposed investment sub-advisory
agreement is substantially similar to the Fund's current investment
sub-advisory agreement with Clay Finlay, there are some differences. For
instance, sub-advisory fees payable to J.P. Morgan under the proposed
investment sub-advisory agreement are higher than fees currently payable to
Clay Finlay. However, this increase in fees will be borne entirely by the
Advisor and paid by the Advisor out of the investment advisory fees it
receives from the Fund. The Fund will not bear any of the cost of the
increased sub-advisory fee.
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Q. WILL MY FUND BE MANAGED ANY DIFFERENTLY IF J.P. MORGAN IS APPROVED AS THE
FUND'S SUB-ADVISOR?
A. Yes. Assuming shareholder approval is obtained, J.P. Morgan will take over
as the Fund's investment sub-advisor under the proposed investment
sub-advisory agreement shortly after the shareholder meeting on December 8,
2004. A team of portfolio managers at J.P. Morgan will use their own
investment strategy when managing the Fund. This strategy differs from the
investment strategy currently used by Clay Finlay. The investment objective
of the Fund will remain the same. J.P. Morgan's investment strategy is
described in the attached proxy statement.
Q. HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
A. After careful consideration, the members of the Board unanimously recommend
that you vote FOR the investment sub-advisory agreement between the Fund
and J.P. Morgan.
Q. WHEN IS MY PROXY DUE?
A. We would like to receive your vote as soon as possible.
Q. HOW DO I VOTE MY SHARES?
A. By phone - please see the voting instructions on your proxy card. Call the
toll-free number listed and follow the recorded instructions.
By internet - please see the voting instructions on your proxy card for the
applicable internet address. Once there, enter the control number located
on your proxy card.
By mail - all proxy cards 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 Tabulator
P.O. Box 9134
Hingham, MA 02043
In person - you may submit your proxy in person at the special shareholders
meeting to be held on Wednesday, December 8, 2004, at 3:00 p.m., at the
offices of the Fund's investment advisor, located at 800 Nicollet Mall,
Minneapolis, Minnesota 55402.
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Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
A. Please call First American Investor Services at (800) 677-FUND.
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FIRST AMERICAN INVESTMENT FUNDS, INC.
INTERNATIONAL FUND
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 2004
First American Investment Funds, Inc. ("FAIF") will hold a special meeting
of shareholders of the International Fund (the "Fund"), a separate mutual fund
series issued by FAIF, at the offices of U.S. Bancorp Asset Management, Inc.,
located at 800 Nicollet Mall, Minneapolis, Minnesota 55402, on December 8, 2004,
at 3:00 p.m. for the following purposes:
(1) To approve an investment sub-advisory agreement for the Fund with
J.P. Morgan Investment Management, Inc. ("J.P. Morgan"), as detailed in the
attached proxy statement.
(2) To transact any other business properly brought before the
meeting.
The board of directors of the Fund unanimously recommends approval of the
investment sub-advisory agreement with J.P. Morgan.
Only shareholders of record as of the close of business on October 12,
2004, may vote at the meeting or any adjournment(s) of the meeting.
You can vote easily and quickly by toll-free telephone call, by internet or
by mail. Just follow the instructions that appear on your enclosed proxy card.
Whether or not you expect to be present at the meeting, please help us avoid the
cost of a follow-up mailing by voting as soon as possible.
James D. Alt
Secretary
Dated: October 22, 2004
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FIRST AMERICAN INVESTMENT FUNDS, INC.
INTERNATIONAL FUND
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 2004
The board of directors (the "Board") of First American Investment Funds,
Inc. ("FAIF") is soliciting the enclosed proxy in connection with a special
meeting of shareholders of the International Fund (the "Fund"), a separate
mutual fund series issued by FAIF, to be held on December 8, 2004, and any
adjournment of the meeting. The purpose of this proxy statement is to provide
you with additional information regarding the proposal to be voted on at the
meeting and to ask you to vote in favor of the proposal.
The special meeting is being held to consider the approval of an investment
sub-advisory agreement (the "New Agreement") among FAIF, on behalf of the Fund,
U.S. Bancorp Asset Management, Inc. (the "Advisor"), which acts as the Fund's
investment advisor, and J.P. Morgan Investment Management, Inc. ("J.P. Morgan").
In addition to serving as the Fund's investment advisor, the Advisor also serves
as co-administrator for the Fund, along with its affiliate, U.S. Bancorp Fund
Services, LLC ("USBFS"). Quasar Distributors, LLC ("Quasar") is the distributor
(principal underwriter) of the Fund's shares. The Advisor is located at 800
Nicollet Mall, Minneapolis, Minnesota 55402. Quasar and USBFS are located at 615
E. Michigan Street, Milwaukee, Wisconsin 53202.
In order for the shareholder meeting to go forward, there must be a quorum.
This means that at least 10% of the Fund's shares must be represented at the
meeting -- either in person or by proxy. All returned proxies count toward a
quorum, regardless of how they are voted. An abstention will be counted as
shares present at the meeting in determining whether the proposal has been
approved, and will have the same effect as a vote "against" the proposal. Broker
non-votes will not be counted as present in calculating the vote on the
proposal. (Broker non-votes are shares for which (a) the underlying owner has
not voted and (b) the broker holding the shares does not have discretionary
authority to vote on the particular matter.)
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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 nature of the proposal; 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 in person
or by proxy at the meeting (or any adjournment of the meeting). Abstentions and
broker non-votes will not be voted with respect to any proposed adjournments,
but abstentions will be counted as "present" for this purpose.
You may revoke your proxy at any time up until voting results are announced
at the shareholder meeting. You can do this by writing to the Fund'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 -- using your original proxy card or by internet or toll-free
telephone call. If you return an executed proxy card without instructions, your
shares will be voted "FOR" the proposal.
The Advisor will pay all costs of solicitation, including the cost of
preparing and mailing the notice of special shareholders meeting and this proxy
statement. Representatives of the Advisor, without cost to the Fund, may solicit
proxies by means of mail, telephone, or personal calls. The Advisor may also
arrange for an outside firm to solicit shareholder votes by telephone on behalf
the Fund.
Only shareholders of record on October 12, 2004, may vote at the meeting or
any adjournment of the meeting. On that date the Fund had 118,260,875 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 know of no other business to be brought before the
shareholder meeting. However, if any other matters do come up, the persons named
as proxies will vote upon these matters according to their best judgment.
THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE AT NO
COST. TO REQUEST A REPORT, PLEASE WRITE TO FIRST AMERICAN FUNDS AT 800 NICOLLET
MALL, MINNEAPOLIS, MINNESOTA 55402 OR CALL (800) 677-FUND.
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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 Funds at (800)
677-FUND.
This proxy statement and proxy card were first mailed to shareholders on or
about October 22, 2004.
PROPOSAL TO APPROVE
AN INVESTMENT SUB-ADVISORY AGREEMENT
WITH J.P. MORGAN
BACKGROUND
The Board, including a majority of the directors who are not "interested
persons" as defined in the Investment Company Act of 1940, as amended (the "1940
Act"), of either FAIF, the Advisor or J.P. Morgan, has approved, and recommends
that shareholders of the Fund approve, the New Agreement. The form of the New
Agreement is attached to this proxy statement as Exhibit A.
Clay Finlay Inc. ("Clay Finlay") currently acts as the Fund's sub-advisor
pursuant to a sub-advisory agreement (the "Old Agreement") that was most
recently approved by the Board at a meeting held June 9, 2004, for the period of
July 1, 2004 through June 30, 2005. Both the Board and the Advisor, however,
have been dissatisfied with the Fund's performance under the management of Clay
Finlay. Therefore, the Advisor conducted a broad search and review of
international fund investment managers. The Advisor performed extensive research
and analysis of many factors, including performance records, quantitative and
qualitative measures of performance and investment styles, and strength and
depth of management.
The Advisor selected J.P. Morgan, and recommended J.P. Morgan to the Board,
because of, among other things as further described below, J.P. Morgan's strong
performance record with respect to similar portfolios it manages, the depth of
experience of its portfolio management team, and its investment style and
process.
If the shareholders of the Fund approve this proposal, the New Agreement
will become effective shortly after the approval and J.P. Morgan will assume
management of the Fund from Clay Finlay. THE TERMS AND CONDITIONS OF THE NEW
AGREEMENT ARE SUBSTANTIALLY SIMILAR IN ALL MATERIAL RESPECTS TO THE TERMS AND
CONDITIONS OF THE CURRENT AGREEMENT, EXCEPT AS NOTED BELOW.
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DIRECTOR ACTION AND BASIS FOR RECOMMENDATION
At a meeting of the Board held on September 16, 2004, the Board reviewed
the Advisor's recommendation to hire J.P. Morgan as sub-advisor to the Fund. The
Board met with members of J.P. Morgan's proposed portfolio management team, who
reviewed with the Board materials that included, among other things, background
information on J.P. Morgan, information regarding J.P. Morgan's investment
strategy and process, composite performance of portfolios managed by J.P. Morgan
using this investment strategy and process, and information on the proposed
portfolio management team. The materials also contained a hypothetical portfolio
for the Fund, constructed using J.P. Morgan's investment strategy and process,
and an analysis of the risks of that hypothetical portfolio as compared to the
Fund's existing portfolio. The Board also reviewed J.P. Morgan's Code of Ethics.
Finally, the Board reviewed the terms of the New Agreement.
The Board unanimously approved the New Agreement and concluded that the
terms of the New Agreement are fair and reasonable and in the best interest of
shareholders of the Fund. In making this determination, the Board considered the
following factors:
- the performance of J.P. Morgan with respect to assets managed by J.P.
Morgan using similar investment strategies, which demonstrated
historically strong and consistent performance relative to the Morgan
Stanley Capital International Europe, Australia, Far East Index, the
Fund's benchmark;
- the depth of experience of J.P. Morgan's portfolio management team;
- the terms of the New Agreement, including the nature and scope of
services to be provided by J.P. Morgan to the Fund, which the Board
believed are comprehensive in light of the nature of the Fund; and
- the structure and rate of the fees charged by J.P. Morgan to the
Advisor under the New Agreement, taking into account the fact that the
increase in fees over those charged by Clay Finlay will be borne
entirely by the Advisor and not by 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
4
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to be determinative by the Board in approving the New Agreement. Instead, the
Board based its decision on the totality of the information which it requested
and reviewed.
The Board recommends that the shareholders of the Fund approve the New
Agreement. Approval of the New Agreement requires the favorable vote of a
majority of the outstanding shares of the Fund, as defined in the 1940 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. Unless otherwise instructed, the proxies will vote for the approval of
the New Agreement.
THE NEW AGREEMENT
Under the New Agreement, J.P. Morgan will act as the investment sub-advisor
for, and will manage the affairs, business, and the investment of the assets of
the Fund. Within the framework of the investment objective and the investment
policies and restrictions of the Fund, and subject to the supervision of the
Board and the Advisor, J.P. Morgan will have the responsibility for the
management of the Fund's portfolio and the making and execution of all
investment decisions for the Fund. The New Agreement will be executed shortly
after the approval by shareholders of the Fund. The following is a brief summary
of the material terms of the New Agreement. Unless specified below, the
provisions of the New Agreement are substantially similar to the provisions to
the Old Agreement.
TERM. The New Agreement will take effect shortly after the approval of the
shareholders of the Fund, has an initial two-year term and continues
automatically for successive one-year terms thereafter so long as its
continuance is approved annually by the Board or a majority of the Fund's
outstanding voting securities, provided in either case that the continuance is
also approved by the majority of the Board who are not interested persons. The
New Agreement can be terminated, without penalty, on 90 days written notice by
the Advisor, by the Board on behalf of the Fund, by vote of holders of a
majority of the Fund's shares or by J.P. Morgan. The New Agreement also
terminates automatically if assigned by any party.
DUTIES. J.P. Morgan is required, subject to the supervision of the Advisor
and the Board, to manage the Fund's portfolio in accordance with the Fund's
investment objective and policies, place purchase and sale orders for portfolio
transactions for the Fund, and employ professional portfolio managers and
securities analysts to provide research services to the Fund.
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BROKERAGE. In selecting brokers or dealers to execute transactions on
behalf of the Fund, J.P. Morgan will seek the best overall terms available. In
doing so, J.P. Morgan will consider factors it deems relevant, including,
without limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. J.P. Morgan is also authorized to
consider the brokerage and research services provided to the Fund and/or other
accounts over which J.P. Morgan or its affiliates exercise investment
discretion.
STANDARD OF CARE. J.P. Morgan will exercise its best judgment in rendering
the services under the New Agreement. J.P. Morgan shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the New Agreement, except a loss resulting from "willful
misfeasance, bad faith or gross negligence" on its part in the performance of
its duties or from "reckless disregard" by it of its obligations and duties
under the New Agreement. Under the Old Agreement, the standard of care for the
sub-advisor was "negligence," rather than "gross negligence." The Board
considered this difference in standard of care and determined it was appropriate
based on J.P. Morgan's strong performance record, its investment style and
process, and the depth of experience of its portfolio management team. The Board
also noted that the Advisor's own standard of care in overseeing the sub-advisor
remains "negligence" rather than "gross negligence."
INDEMNIFICATION. The Advisor will indemnify and hold harmless J.P. Morgan
from and against any and all claims, losses, liabilities or damages (including
reasonable attorneys' fees and other related expenses), howsoever arising from
or in connection with the New Agreement or the performance of J.P. Morgan's
duties, subject to certain exceptions. J.P. Morgan will indemnify and hold
harmless the Advisor and the Fund from and against any and all claims, losses,
liabilities or damages (including reasonable attorney's fees and other related
expenses), arising, from J.P. Morgan's misfeasance, bad faith or gross
negligence in the performance of its duties or from its reckless disregard of
its obligations and duties, subject to certain exceptions.
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FEES. The New Agreement provides that the Advisor will pay J.P. Morgan a
sub-advisory fee equal on an annual basis to a percentage of the Fund's average
daily net assets as set forth in the following table:
<Table>
<Caption>
ADVISORY FEE AS
PERCENTAGE
FUND OF AVERAGE NET ASSETS
-------------------------------------------- ----------------------------
On the first $100 million in assets .34%
On the next $250 million in assets .30%
On the next $1.25 billion in assets .24%
On all assets in excess of $1.6 billion .22%
</Table>
Under the Old Agreement, the Advisor paid a fee at an annual rate equal to
0.25% of the average daily net assets of all funds sub-advised by Clay Finlay in
the First American fund complex, up to $500 million, and 0.10% of the average
daily net assets of all funds sub-advised by the Clay Finlay in the First
American fund complex, in excess of $500 million. The investment advisory fee
paid to the Clay Finlay during the past fiscal year under the Old Agreement was
$2,007,134. If the fees proposed under the New Agreement were in place during
the same period, Clay Finlay would have received $3,257,524. However, this
increase in fees will be borne entirely by the Advisor and paid by the Advisor
out of the investment advisory fee paid to the Advisor by the Fund. The advisory
fee rate paid by the Fund will not change.
The Fund did not pay any investment advisory fees or make any other
material payments to J.P. Morgan or its affiliates during the Fund's past fiscal
year. The Fund did not pay any commissions to any affiliated brokers during the
past fiscal year.
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ADDITIONAL INFORMATION ABOUT THE FUND
As of August 31, 2004, all directors and officers as a group owned less
than 1% of the outstanding shares of the Fund. As of that date, the following
persons were known to Fund management to be the beneficial owners of 5% or more
the Fund.
<Table>
<Caption>
NUMBER OF
NAME AND SHARES PERCENT
ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
----------------------------------- -------------- ---------
INTERNATIONAL CLASS A
Piper Jaffray for the Sole Benefit 1,289,695.246 29.55%
of its Clients
Attn Jami Podhradsky
1075 Baker Bldg
706 Second Ave S
Minneapolis MN 55402-3003
INTERNATIONAL CLASS B
Piper Jaffray for the Sole Benefit 244,139.271 30.26%
of its Clients
Attn Jami Podhradsky
1075 Baker Bldg
706 Second Ave S
Minneapolis MN 55402-3003
INTERNATIONAL CLASS C
Piper Jaffray for the Sole Benefit 493,796.270 55.61%
of its Clients
Attn Jami Podhradsky
1075 Baker Bldg
706 Second Ave S
Minneapolis MN 55402-3003
INTERNATIONAL CLASS Y
Capinco 58,462,861.823 51.84%
C/O US Bank
Po Box 1787
Milwaukee WI 53201-1787
</Table>
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<Table>
<Caption>
NUMBER OF
NAME AND SHARES PERCENT
ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
----------------------------------- -------------- ---------
Band & Co 29,641,384.640 27.08%
C/O US Bank
PO Box 1787
Milwaukee WI 53201-1787
Washington & Co 12,005,423.757 10.65%
C/O US Bank
PO Box 1787
Milwaukee WI 53201-1787
INTERNATIONAL CLASS R
First American Funds 101.937 100.00%
Attn Mike Butala BC-MN-H05U
800 Nicollet Mall
Minneapolis MN 55402-7000
</Table>
ADDITIONAL INFORMATION ABOUT J.P. MORGAN
J.P. Morgan, located at 522 Fifth Avenue, New York, NY 10036, is a
wholly-owned subsidiary of J.P. Morgan Chase & Co., a bank holding company,
located at 270 Park Avenue, New York, New York 10017. As of June 30, 2004, J.P.
Morgan and its affiliates had approximately $570 billion in assets under
management. The name and principal occupation of the principal executive officer
and each director of J.P. Morgan are set forth below. The address of each such
individual is that of J.P. Morgan. None of the officers or directors of the Fund
are officers, directors or employees of J.P. Morgan or any of its affiliates.
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<Table>
<Caption>
POSITION PRINCIPAL
NAME WITH J.P. MORGAN OCCUPATION
-------------------- --------------------- ----------------------------
George C. Gatch Managing Director Director and President of
J.P. Morgan Funds.
Evelyn E. Guernsey Managing Director Director and President of
J.P. Morgan Investment
Management, Inc. ("JPMIM")
and Chief Executive Officer
of Institutional Sales and
Services.
Lawrence Unrein Managing Director Director and Head of the
Private Equity Group for
JPMorgan Fleming Asset
Management ("JPMFAM").
Mark B.E. White Managing Director Director and Head of
International Institutional
Business for JPMFAM.
Marvin Chiddick Vice President Treasurer of JPMIM.
Anthony M.L. Roberts Managing Director Associate General Counsel
and Head of Legal for J.P.
Morgan Chase & Co.'s global
asset management business.
Thomas J. Smith Managing Director Chief Compliance Officer
for J.P. Morgan Chase &
Co.'s investment management
business in the Americas.
</Table>
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The table below sets forth information regarding funds for which J.P.
Morgan acts as investment advisor that have investment objective similar to the
investment objectives of the Fund.
<Table>
<Caption>
RATE OF
COMPENSATION
APPROXIMATE NET PAYABLE TO J.P.
FUND ASSETS(1) MORGAN(2)
----------------------------- --------------- ------------------
AST J.P. Morgan International First $250(3) .35%
Equity Portfolio $ 43,753,399 Next $500(3) .33%
Thereafter .30%
Accessor International Equity .40%
Fund $ 76,933,349
</Table>
----------
(1) Net assets are as of June 30, 2004, for each of the funds.
(2) Calculated as an annual percentage of the fund's average daily net assets.
(3) Millions.
J.P. MORGAN INVESTMENT STRATEGY
J.P. Morgan's investment strategy differs from the investment strategy
currently used by Clay Finlay. Clay Finlay selects stocks for the Fund by
determining which companies represent the best values relative to their
long-term growth prospects and local markets through the use of a screening tool
that focuses on valuation ranges. Clay Finlay focuses on companies with steady,
sustainable earnings growth rates that sell at a multiple lower than the average
for that growth rate in the local market. Fundamental analysis is an important
factor for Clay Finlay in terms of evaluating companies' balance sheets, market
share, and strength of management. Both the Board and the Advisor have been
dissatisfied with the Fund's performance under the management of Clay Finlay
using this investment strategy.
J.P. Morgan uses a bottom-up investment strategy which combines local
market insight with global sector comparisons. The process begins with stock
rankings at the local level, where stocks are evaluated by J.P. Morgan's
regional investment teams based on business, financial, management and valuation
factors. A team of London-based portfolio managers then selects stocks from
among those which are ranked highly at the local level using global sector
analysts' recommendations. This team's stock selections also
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take into account country and region weightings vis a vis the Fund's benchmark.
The Board believes that use of the J.P. Morgan investment strategy will
result in a diversified core international equity portfolio, with a greater
emphasis on stock selection, reflecting the insights of locally based investors.
PORTFOLIO MANAGER
James Fisher heads the J.P. Morgan team which will manage the Fund if the
New Agreement is approved. Mr. Fisher is a senior portfolio manager and managing
director in the firm's global portfolio group based in London. Mr. Fisher joined
the firm in 1985.
SHAREHOLDER PROPOSALS
The Fund is not required to hold annual shareholder meetings. Since the
Fund 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.
James D. Alt
Secretary
Dated: October 22, 2004
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APPENDIX A
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
First American Investment Funds, Inc. - International Fund
____________________, 2004
J.P. Morgan Investment Management, Inc.
522 Fifth Avenue
New York, New York 10036
Dear Sir or Madam:
First American Investment Funds, Inc., a Maryland Corporation (the
"Corporation"), and U.S. Bancorp Asset Management, a Delaware corporation (the
"Advisor"), hereby agree with J.P. Morgan Investment Management, Inc., a
Delaware corporation (the "Sub-Advisor") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT. The Corporation desires to employ
the capital of the Corporation's International Fund (the "Fund") by investing
and reinvesting in investments of the kind and in accordance with the
limitations specified in its Articles of Incorporation and Bylaws, each as
amended to date (the "Charter Documents"), and in the prospectus (the
"Prospectus") and the statement of additional information (the "Statement")
filed with the Securities and Exchange Commission as part of the Corporation's
Registration Statement on Form N-IA, as amended from time to time, and in such
manner and to such extent as from time to time may be approved by the
Corporation's Board. Copies of the Prospectus, the Statement and the Charter
Documents, each as currently in effect, have been delivered to the Sub-Advisor.
The Corporation agrees, on an ongoing basis, to provide to the Sub-Advisor as
promptly as practicable copies of all amendments and supplements to the
Prospectus and the Statement and amendments to the Charter Documents. The
Corporation desires to engage and hereby appoints the Sub-Advisor to act as
investment sub-advisor to the Fund. The Sub-Advisor accepts the appointment and
agrees to furnish the services described herein for the compensation set forth
below.
2. SERVICES AS INVESTMENT SUB-ADVISOR, GUIDELINES AND ADVICE. Subject to
the supervision of the Corporation's Board and of the Advisor, the Sub-Advisor
will (a) manage the Fund's assets in accordance with the Fund's investment
objective(s) and policies stated in the Prospectus, the Statement and the
Charter Documents, but subject to the Guidelines (as such term is defined
below); (b) make investment decisions for the Fund; (c) place purchase and sale
orders for portfolio transactions for the Fund; and
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(d) employ professional portfolio managers and securities analysts to provide
research services to the Fund. In providing these services, the Sub-Advisor will
conduct a continual program of investment, evaluation and, if appropriate, sale
and reinvestment of the Fund's assets.
The Advisor agrees on an on-going basis to provide or cause to be provided
to the Sub-Advisor guidelines, to be revised as provided below (the
"Guidelines"), setting forth limitations, by dollar amount or percentage of net
assets, on the types of securities in which the Fund is permitted to invest or
investment activities in which the Fund is permitted to engage. The Guidelines
shall remain in effect until 12:00 p.m. on the third business day following
actual receipt by the Sub-Advisor of a written notice, denominated clearly as
such, setting forth revised Guidelines. The Sub-Advisor shall be permitted to
rely on the most recent Guidelines delivered to it. The Corporation and the
Advisor agree that the Sub-Advisor may rely on the Guidelines without
independent verification of their accuracy.
3. BROKERAGE. In selecting brokers or dealers to execute transactions on
behalf of the Fund, the Sub-Advisor will seek the best overall terms available.
In assessing the best overall terms available for any transaction, the
Sub-Advisor will consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Advisor is authorized to consider the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided to the Fund and/or other accounts over which the
Sub-Advisor or its affiliates exercise investment discretion.
4. INFORMATION PROVIDED TO THE CORPORATION. The Sub-Advisor will keep the
Corporation and the Advisor informed of developments materially affecting the
Fund, and will, on its own initiative, furnish the Corporation and the Advisor
from time to time with whatever information the Sub-Advisor believes is
appropriate for this purpose.
(a) Sub-Advisor agrees to furnish the information requested of a
sub-advisor, as set forth in the Fund's Valuation Procedures, as currently
existing or hereafter modified, including, without limitation, advising the
Advisor as soon as practicable of any "significant event" (as defined in
the Valuation Procedures) relating to, or affecting the value of, any
security or other asset held by the
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Fund. A copy of the current Valuation Procedures is attached as Exhibit A.
The Advisor agrees to notify the Sub-Advisor of any modification to the
Valuation Procedures in a timely manner.
5. STANDARD OF CARE. The Sub-Advisor shall exercise its best judgment in
rendering the services described in paragraphs 2, 3 and 4 above. The Sub-Advisor
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement (each such
act or omission shall be referred to as "Disqualifying Conduct").
6. COMPENSATION. In consideration of the services rendered pursuant to
this Agreement, the Advisor will pay the Sub-Advisor on the fifth business day
of each month a fee for the previous month according to the attached Schedule A.
The fee for the period from the date of this Agreement to the end of the
calendar month shall be prorated according to the proportion that such period
bears to the full monthly period. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Sub-Advisor, the value of the Fund's
net assets shall be computed at the times and in the manner specified in the
Prospectus and/or the Statement.
7. EXPENSES. The Sub-Advisor will bear all of its expenses in connection
with the performance of its services under this Agreement. All other expenses to
be incurred in the operation of the Fund will be borne by the Corporation,
except to the extent specifically assumed by the Sub-Advisor. The expenses to be
borne by the Corporation include, without limitation, the following:
organizational costs, taxes, interest, brokerage fees and commissions,
Directors' fees, Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, outside auditing and legal
expenses, costs of independent pricing services, costs of maintaining existence,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
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8. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Corporation understands
that the Sub-Advisor now acts, will continue to act and may act in the future as
investment advisor to fiduciary and other managed accounts and as investment
advisor to other investment companies, and the Corporation has no objection to
the Sub-Advisor so acting, provided that whenever the Corporation and one or
more other accounts or investment companies advised by the Sub-Advisor have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with a methodology believed to be equitable to
each entity. The Sub-Advisor agrees to allocate similarly opportunities to sell
securities. The Corporation recognizes that, in some cases, this procedure may
limit the size of the position that may be acquired or sold for the Fund. In
addition, the Corporation understands that the persons employed by the
Sub-Advisor to assist in the performance of the Sub-Advisor's duties hereunder
will not devote their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Sub-Advisor or any
affiliate of the Sub-Advisor to engage in and devote time and attention to other
business or to render services of whatever kind or nature.
9. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the Investment Company Act of 1940, as amended (the "Act"), the
Sub-Advisor hereby agrees that all records which it maintains for the Fund are
the property of the Corporation and further agrees to surrender promptly to the
Corporation copies of any of such records upon the Fund's or the Advisor's
request. The Sub-Advisor further agrees to preserve for the periods prescribed
by Rule 3la-2 under the Act the records relating to its activities hereunder
required to be maintained by Rule 31a-1 under the Act and to preserve the
records relating to its activities hereunder required by Rule 204-2 under the
Investment Advisors Act of 1940, as amended, for the period specified in said
Rule.
10. TERM OF AGREEMENT. This Agreement shall become effective as of the
date of its execution and shall continue in effect for a period of two years
from the date of execution. Thereafter, this Agreement shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Corporation's Board or (ii) a
vote of a "majority" (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event the continuance also is approved by a
majority of the Corporation's Board who are not "interested persons" (as defined
in the Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on 90 days' written notice (the date of termination may be less
than or more than 90 days after the written notice of termination so long as the
duration of the notice period is
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agreed upon by the Advisor and Sub-Advisor), by the Advisor, by the
Corporation's Board, by vote of holders of a majority of the Fund's shares or by
the Sub-Advisor, and will terminate five business days after the Sub-Advisor
receives written notice of the termination of the advisory agreement between the
Corporation and the Advisor. This Agreement also will terminate automatically in
the event of its assignment (as defined in the Act).
11. INDEMNIFICATION. The Advisor agrees to indemnify and hold harmless the
Sub-Advisor from and against any and all claims, losses, liabilities or damages
(including reasonable attorneys' fees and other related expenses), howsoever
arising, from or in connection with this Agreement or the performance by the
Sub-Advisor of its duties hereunder; provided, however, that nothing contained
herein shall require that the Sub-Advisor be indemnified for its Disqualifying
Conduct.
(a) The Sub-Advisor agrees to indemnify and hold harmless the Advisor
and the Fund from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses),
arising from the Sub-Advisor's misfeasance, bad faith or gross negligence
in the performance of its duties or from its reckless disregard of its
obligations and duties under this Agreement; provided, however, that
nothing contained herein shall require that the Advisor or the Fund be
indemnified for their Disqualifying Conduct as described herein.
12. DISCLOSURE. Neither the Corporation nor the Advisor shall, without the
prior written consent of the Sub-Advisor, make representations regarding or
reference to the Sub-Advisor or any affiliates in any disclosure document.
13. DELEGATION TO THIRD PARTIES. Except where prohibited by applicable law
or regulation, the Sub-Advisor may delegate or may employ a third party to
perform any accounting, administrative, reporting and ancillary services
required to enable the Sub-Advisor to perform its functions under this
Agreement. Notwithstanding any other provision of the Agreement, the Sub-Advisor
may provide information about the Advisor and the Fund to any such third party
for the purposes of this paragraph, provided that the third party is subject to
a confidentiality agreement that specifically prevents the misuse of any such
information, including portfolio holdings. The Sub-Advisor will act in good
faith and with due diligence in the selection, use and monitoring of third
parties and shall be solely responsible for any loss, mistake, negligence or
misconduct caused by such third party.
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14. TRADE SETTLEMENT AT TERMINATION. Termination will be without prejudice
to the completion of any transaction already initiated. On, or after, the
effective date of termination, the Sub-Advisor shall be entitled, without prior
notice to the Advisor or the Fund, to direct the Fund's custodian to retain
and/or realize any assets of the Fund as may be required to settle transactions
already initiated, and to pay any outstanding liabilities of the Sub-Advisor.
Following the date of effective termination, any new transactions will only be
executed by mutual agreement between the Advisor and the Sub-Advisor.
15. DISCLOSURE.
(a) Neither the Advisor, the Fund or the Sub-Advisor shall disclose
information of a confidential nature acquired in consequence of this
Agreement, except for information which they may be entitled or bound to
disclose by law, regulation or which is disclosed to their advisors where
reasonably necessary for the performance of their professional services or,
in the case of the Sub-Advisor, as permitted in accordance with the above
paragraph (Delegation to Third Parties). Sub-Advisor agrees to provide the
Chief Compliance Officer ("CCO") of the Advisor unrestricted access to the
CCO of the Sub-Advisor and that the Sub-Advisor's CCO will timely notify
the CCO of the Advisor of any material violations of the First American
International Fund compliance policies and procedures.
(b) Notwithstanding the provisions of Clause 15(a), to the extent
that any market counterparty with whom the Sub-Advisor deals requires
information relating to the Fund (including, but not limited to, the
identity of the Advisor or the Fund and market value of the Fund), the
Sub-Advisor shall be permitted to disclose such information to the extent
necessary to effect transactions on behalf of the Fund in accordance with
the terms of this Agreement.
(c) Notwithstanding the provisions of Clauses 15(a) and 15(b), the
Sub-Advisor shall be prohibited from consulting, or otherwise providing
information relating to the Fund's portfolio, with any third party
investment advisor engaged in providing portfolio management services to
registered investment companies.
16. INSTRUCTION TO CUSTODIAN. The Sub-Advisor shall not have control of
the investments or cash in the Fund but shall have authority to issue to the
Fund's custodian such instructions as it may consider appropriate in connection
with the settlement of any transaction relating to the Fund which it
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has initiated. The Advisor shall ensure that the Fund's custodian is obliged to
comply with any instructions of the Sub-Advisor given in accordance with this
Agreement, including directions given under Paragraph 14. The Sub-Advisor will
not be responsible for supervising the Fund's custodian.
17. MONEY LAUNDERING. Each of the Advisor and the Fund confirms that where
it is acting as principal or where it is acting on behalf of another person
(notwithstanding that it enters into this Agreement and any transactions as
principal), it is in compliance with the anti money laundering regulations that
apply to it. The Advisor and the Fund shall provide any document or information
to the Sub-Advisor that the Sub-Advisor may request for complying with its own
anti money laundering regulations.
18. TRANSACTIONS IN DERIVATIVES. The Fund is permitted to purchase, sell,
hold and generally deal in and with domestic or foreign derivatives in
accordance with its policies and restrictions as set forth in the current
Registration Statement of the Corporation filed with the SEC and any applicable
law.
19. MISCELLANEOUS. All notices provided for by this Agreement shall be in
writing and shall be deemed given when received, against appropriate receipt, by
Aimee Marcus in the case of the Sub-Advisor, the Advisor's General Counsel in
the case of the Advisor, and the Fund's Secretary in the case of the Fund, or
such other person as a party shall designate by notice to the other parties. No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change waiver, discharge or termination is sought. This
Agreement constitutes the entire agreement among the parties hereto and
supersedes any prior agreement among the parties relating to the subject matter
hereof. The paragraph headings of this Agreement are for convenience of
reference and do not constitute a part hereof. This Agreement shall be governed
in accordance with the internal laws of the State of New York, without giving
effect to principles of conflict of laws.
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If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
Accepted:
J.P. Morgan Investment Management, Inc.
By:
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Name:
-------------------------------------
Title:
------------------------------------
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SCHEDULE A
34 BASIS POINTS ON THE FIRST $100 MILLION OF FUND ASSETS
30 BASIS POINTS ON THE NEXT $250 MILLION OF FUND ASSETS
24 BASIS POINTS ON THE NEXT $1.25 BILLION OF FUND ASSETS
22 BASIS POINTS ON FUND ASSETS GREATER THAN $1.6 BILLION
The Corporation, the Advisor and the Sub-Advisor agree that the above fee
schedule is reflective of the total net asset value of the Fund as of the date
of this Agreement. The Corporation, the Advisor and the Sub-Advisor agree to
renegotiate the fee schedule in good faith if the Fund's assets should fall
below $750 million.
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FIRST AMERICAN INVESTMENT FUNDS, INC.
800 NICOLLET MALL
MINNEAPOLIS, MN 55402
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Jeffery M. Wilson, Joseph M. Ulrey III and Mark S.
Jordahl, or any one of them, as proxies of the undersigned, with full power of
substitution, to vote all shares of International Fund (the "Fund") held by the
undersigned on October 12, 2004, at a special shareholder's meeting of the Fund,
to be held at the offices of U.S. Bancorp Asset Management, Inc., located at 800
Nicollet Mall, Minneapolis, Minnesota 55402, on December 8, 2004, at 3:00 p.m.,
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 and the accompanying proxy
statement is hereby acknowledged.
This proxy will be voted as instructed on the matter set forth below. It is
understood that if no choice is specified, this proxy will be voted "FOR" such
item. Upon all other matters the proxies shall vote as they deem in the best
interests of the Fund.
1. To approve the investment sub-advisory agreement with J.P. Morgan
Investment Management, Inc. as described in the proxy statement.
_____ FOR _____ AGAINST
_____ ABSTAIN
Please sign, date and return promptly in the enclosed envelope.
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 an authorized person indicating the person's title.
DATED: _____________________, 2004
-----------------------------------------
Signature(s) (Title(s), if applicable)
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You may also vote by touch tone phone or the Internet. Call toll free
1-800-690-6903 or access www.proxyweb.com. See the enclosed insert for further
instructions on voting by phone or Internet.
<Page>
YOUR VOTE IS IMPORTANT!
PLEASE VOTE YOUR PROXY TODAY!
You have four easy ways to vote - please read the accompanying proxy
statement and choose the method that's most convenient for you.
- VOTE BY TELEPHONE. Call our toll-free dedicated voting number
1-800-690-6903. The voting site is open 24 hours a day, 7 days a week.
For each proxy card received, enter the CONTROL NUMBER printed on the
card and follow the recorded instructions. Your vote will be confirmed
at the end of the call.
- VOTE ON THE INTERNET. Log on to our Internet voting web site--
WWW.PROXYWEB.COM and enter your CONTROL NUMBER. Follow the on-screen
instructions. Vote each proxy card received separately. You may
request an e-mail confirmation of your vote.
- VOTE BY MAIL. Simply vote and sign the enclosed proxy card and return
them in the enclosed postage-paid reply envelope. NOTE: PLEASE DO NOT
RETURN YOUR PROXY CARDS IF YOU VOTE BY PHONE, INTERNET OR FAX.
- VOTE IN PERSON. You may vote in person at the special shareholders
meeting to be held on Wednesday, December 8, 2004, at the offices of
the fund's investment advisor, located at 800 Nicollet Mall,
Minneapolis, Minnesota 55402.
Please accept our thanks for your cooperation and prompt attention to this
matter. YOUR VOTE IS VERY IMPORTANT AND WILL HELP SAVE THE EXPENSE OF A
FOLLOW-UP REQUEST.