0000950137-07-012354.txt : 20130114
0000950137-07-012354.hdr.sgml : 20130114
20070814155821
ACCESSION NUMBER: 0000950137-07-012354
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20070814
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST AMERICAN INVESTMENT FUNDS INC
CENTRAL INDEX KEY: 0000820892
IRS NUMBER: 411418224
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: 333 WEST WACKER DR.
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 312-917-8146
MAIL ADDRESS:
STREET 1: 333 WEST WACKER DR.
CITY: CHICAGO
STATE: IL
ZIP: 60606
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST AMERICAN INVESTMENT FUNDS INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: SECURAL MUTUAL FUNDS INC
DATE OF NAME CHANGE: 19910627
CORRESP
1
filename1.txt
[FAF ADVISORS LOGO]
800 Nicollet Mall RICHARD J. ERTEL
BC-MN-HO5F COUNSEL
Minneapolis, MN 55402 Direct line: (612) 303-7987
Fax: (612) 303-4223
August 14, 2007
Ms. Kimberly Browning VIA EDGAR
Office of Disclosure and Review
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: First American Investment Funds, Inc.
SEC File Nos. 033-16905 and 811-05309
Response to Staff Comments on Preliminary Proxy Statement (Form PRE 14A)
Filed with the Commission on August 2, 2007
Dear Ms. Browning:
The purpose of this letter is to respond to the comments that you transmitted by
telephone on August 10, 2007 regarding the preliminary proxy statement for the
above-listed registrant (the "Registrant"), related to International Fund (the
"Fund"), a series of the Registrant. Following is our response to your comments,
which appear in bold-face type below.
1. PLEASE CLARIFY THAT THE ADVISOR HAS AN EXISTING SUB-ADVISORY RELATIONSHIP
ON BEHALF OF THE FUND.
In the third sentence of the first paragraph under "Background" on page 2
of the proxy statement we indicate that the Fund is currently managed by a
sub-advisor. In the third paragraph under "Description of the
Manager-of-Managers Structure" on page 3, there is a discussion of the
current sub-advisor. In addition to this disclosure, we have made the
following changes to address the Staff's comment.
In the first paragraph under "Description of the Manager-of-Managers
Structure" on page 3 of the proxy statement, the first sentence has been
modified to read as follows:
Use of a manager-of-managers structure would permit the Advisor, as the
Fund's investment manager, to add or replace unaffiliated sub-advisors,
and enter into and amend sub-advisory agreements with unaffiliated
sub-advisors on behalf of the Fund without shareholder approval.
In that same paragraph, the last sentence has been modified to read as
follows:
If shareholders approve the proposal authorizing a manager-of-managers
structure for the Fund, the Board would be able to act more quickly and
with less expense to add or replace unaffiliated sub-advisors, in
instances in which the Board and the Advisor believe
[FAF ADVISORS LOGO]
that the addition or replacement would be in the best interests of the
Fund and its shareholders.
The second sentence of the following paragraph has also been modified to
read as follows:
However, the Board will continue to oversee the sub-advisor selection
process to help ensure that the interests of shareholders are protected
whenever the Advisor would seek to add or replace a sub-advisor or
modify a sub-advisory agreement.
2. DO YOU CONTEMPLATE USING A PERFORMANCE-FEE STRUCTURE TO COMPENSATE
SUB-ADVISORS TO THE FUND? IF YES, PLEASE PROVIDE DISCLOSURE DESCRIBING SUCH
STRUCTURE IN THE PROXY STATEMENT. IF NO, PLEASE STATE AS SUCH IN YOUR
RESPONSE.
We do not contemplate using a performance fee structure to compensate
sub-advisors to the Fund.
3. EXPLAIN IN THE PROXY STATEMENT THAT IF FUTURE SUB-ADVISORS AGREE TO MANAGE
THE FUND'S ASSETS FOR A LESSER FEE THAN THE CURRENT SUB-ADVISOR, THE
BENEFIT OF SUCH LESSER FEE WILL NOT INURE TO THE BENEFIT OF THE FUND OR ITS
SHAREHOLDERS GIVEN THAT THE ADVISORY FEE BETWEEN THE FUND AND THE ADVISOR
WOULD REMAIN UNCHANGED.
We have added the following disclosure at the end of the second paragraph
under "Description of the Manager-of-Managers Structure" on page 3 of the
proxy statement.
If the Advisor negotiates a decrease in the sub-advisory fee paid to
any sub-advisor, such a decrease would not affect the investment
management fee paid by the Fund to the Advisor. The Advisor would
effectively retain more of the investment management fee for itself.
In connection with the review of the above-referenced filing by the staff of the
Securities and Exchange Commission (the "Commission"), the Registrant hereby
acknowledges that:
1. The Registrant is responsible for the adequacy and accuracy of the
disclosure in the filing.
2. Staff comments or changes to disclosure in response to staff comments
in the filing reviewed by the
staff do not foreclose the Commission from taking any action with
respect to the filing.
3. The Registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you need anything further, please contact me at your earliest convenience at
612-303-7987. Thank you for your help.
Sincerely,
/s/ Richard J. Ertel
Richard J. Ertel
Assistant Secretary to the Registrant