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 ROPES
                                         & GRAY LLP

191
NORTH WACKER DRIVE

32nd
FLOOR

CHICAGO,
ILLINOIS 60606-4302

WWW.ROPESGRAY.COM

  Rita Rubin

  Ropes & Gray LLP

  191 North Wacker Drive 32nd Floor

  Chicago, IL 60606-4302

  T +1 312 845 1241

  rita.rubin@ropesgray.com

June 20, 2023

via edgar

Matthew S. Williams

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

 Re: First American Funds Trust (the “Registrant”)
(File No. 333-261189)

Dear Mr. Williams:

Below are responses to the comments we received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) via telephone on
December 3 and December 14, 2021, with regard to the Registrant’s proxy and registration statement on Form N-14 (together, the “Registration
Statement”) relating to the proposed reorganization of the series of First American Funds, Inc. (each series, an “Acquired
Fund,” and collectively, the “Acquired Funds”) with and into corresponding series of the Registrant (each series, as
applicable, an “Acquiring Fund,” and collectively, the “Acquiring Funds”). The Registration Statement was filed
with the Commission on November 18, 2021.

The comments from the Staff, along with the Registrant’s
responses, are set forth below. Undefined capitalized terms used herein have the same meaning as in the Registration Statement.

General Comments

 1. Comment: We remind you that the Registrant and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.   In addition,
where a comment is made with respect to disclosure in one location, it may be applicable to other places in the Registration Statement.

Response:
The Registrant notes that it is responsible for the accuracy and adequacy of disclosure notwithstanding review by the Staff.  The
Registrant acknowledges that, where a comment is made with respect to disclosure in one location, that it may be applicable to other locations in the Registration
Statement and confirms that any such changes will be made in all applicable locations in the Registration Statement.

 2. Comment: The Staff notes that the Registration Statement seeks to incorporate by reference certain
information contained in the Registrant’s registration statement on Form N-1A, which is not yet effective. Please note that, per
General Instruction G of Form N-14, incorporation by reference may only be used when referencing an effective registration statement.

Response:
The Registrant does not intend for the Registration Statement to be declared effective until its registration statement on Form N-1A
is declared effective.

 3. Comment: As is required for effectiveness under Rule 488 under the Securities Act of 1933, as
amended (the “1933 Act”), please complete the capitalization table and file the completed table in an amendment to the Registration
Statement.

Response:
The Registrant has completed the capitalization table and has filed it in pre-effective amendment no. 1 to the Registration Statement.

 4. Comment: The Registration Statement notes that the Special Meeting of Shareholders of the Acquired
Funds (the “Meeting”) will be held in a virtual format. Please confirm that the Meeting will be held in accordance with the
requirements of the Staff’s guidance titled “Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns.”

Response:
The Registrant has revised the disclosure to note that the meeting will be held in-person.

 5. Comment: The Staff has taken the position that certain factors generally should be considered
in determining which fund’s historical performance should be presented following a fund combination. See North American Security
Trust, SEC No-Action Letter (pub. avail. Aug. 5, 1994). Because it is proposed that the Acquired Funds will be the accounting survivors,
please supplementally provide an analysis in accordance with the above-referenced no-action letter.

Response:
In determining the accounting survivor, U.S. Bancorp Asset Management, Inc. (“USBAM”) – investment adviser to each Acquired
Fund and Acquiring Fund – considered the below factors, as outlined in the AICPA Accounting and Audit Guide for Investment Companies
(the “Guide”) and the Accounting Policy Subcommittee of the Accounting/Treasurer’s Committee of the Investment Company
Institute (“ICI”) in a white paper on fund mergers dated March 1, 2004 (“ICI White Paper”). The Guide and ICI
White Paper generally provide that the legal survivor normally is considered the accounting survivor of a fund combination, but that continuity
and dominance in one or more of the following areas might lead to a determination that a fund legally dissolved should be considered the
accounting survivor, in order of relative importance:

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 • Portfolio management

 • Portfolio composition

 • Investment objectives, policies and restrictions

 • Expense structures and expense ratios

 • Asset size

The Staff has taken the position that
these same factors generally should be considered in determining which fund’s historical performance should be presented following
a fund combination. In this connection, the Staff has stated that the survivor of a fund combination for accounting purposes generally
will be the fund whose historical performance may be used by a new or surviving fund. In making the determination of which fund’s
performance to use, the Staff has stated that “funds should compare the attributes of the surviving or new fund and the predecessor
funds to determine which predecessor fund, if any, the surviving or new fund most closely resembles.” See North American
Security Trust, SEC No-Action Letter (pub. avail. Aug. 5, 1994).

Each of these factors is discussed below
for the proposed Reorganizations.

Portfolio Management

USBAM – investment adviser to
each Acquired Fund and Acquiring Fund – is expected to serve as investment adviser to each Combined Fund following the proposed
Reorganizations. Additionally, each Combined Fund will have all the same individually named portfolio managers as its corresponding Acquired
Fund, subject to portfolio manager retirements in the ordinary course. The expected continuity of portfolio management between each Combined
Fund and its corresponding Acquired Fund is supportive of a determination that the Acquired Funds are the appropriate accounting and performance
survivors.

Portfolio Composition

The composition of each Combined Fund’s
portfolio is expected to be substantially identical to that of its corresponding Acquired Fund following the proposed Reorganizations,
because the Acquiring Funds – as shell funds organized for the purpose of acquiring the Acquired Funds’ assets – currently
only hold seed capital. The existing investment objectives and strategies of the Acquired Funds and their corresponding Acquiring Funds
are identical. It is expected that 100% of each Acquired Fund’s portfolio holdings will be transferred in-kind to its corresponding
Acquiring Fund during the proposed Reorganizations. The expected identical portfolio composition of each Acquired Fund and its corresponding
Combined Fund is supportive of a determination that the Acquired Funds are the appropriate accounting and performance survivors.

    3

Investment Objectives, Policies and
Restrictions

Each Acquired Fund and corresponding
Acquiring Fund has identical investment objectives, principal investment strategies, principal risks and fundamental and non-fundamental
investment policies. Because each Combined Fund is expected to have the exact same investment objectives, policies and restrictions as
its corresponding Acquired Fund following the proposed Reorganizations, this factor supports a finding that the Acquired Funds are the
appropriate accounting and performance survivors.

Expense Structures and Expense Ratios

Each Fund pays its respective investment
adviser a management fee. Each Acquired Fund and corresponding Acquiring Fund charges an identical contractual management fee rate. Corresponding
shares classes of each Acquired Fund and corresponding Acquiring Fund are also subject to identical fee structures and expense caps that
limit total annual fund operating expenses. Fund scale is not expected to impact these identical fee structures because (i) the Acquiring
Funds currently only hold seed capital; and (ii) 100% of each Acquired Fund’s portfolio holdings will be transferred in-kind to
its corresponding Acquiring Fund during the proposed Reorganizations. The identical expense structures of the corresponding shares classes
of each Acquired Fund and corresponding Acquiring Fund are supportive of a determination that the Acquired Funds are the appropriate accounting
and performance survivors.

Asset Size

As noted above, (i) the Acquiring Funds
currently only hold seed capital; and (ii) 100% of each Acquired Fund’s portfolio holdings will be transferred in-kind to its corresponding
Acquiring Fund during the proposed Reorganizations. As such, each Acquired Fund and corresponding Combined Fund will have substantially
identical asset bases. This factor is supportive of a determination that the Acquired Funds are the appropriate accounting and performance
survivors.

Conclusion

In accordance with the AICPA Accounting
and Audit Guide for Investment Companies, the ICI White Paper and relevant guidance from the Staff, it is anticipated that each Acquired
Fund will be the accounting survivor following the proposed Reorganizations, and that the performance history of each Acquired Fund will
survive as the performance record of the corresponding Combined Fund. This is due primarily to the following factors: (i) the investment
adviser and portfolio managers of each Combined Fund following the proposed Reorganizations will be the same as those that currently manage
the corresponding Acquired Fund; (ii) the investment objective, policies and restrictions of each Combined Fund will be the same as those
of the corresponding Acquired Fund; (iii) each Combined Fund will retain the corresponding Acquired Fund’s fee and expense structure
with respect to both management fees and total expense ratio; (iv) the portfolio composition of each Combined Fund will be substantially
identical to that of the corresponding Acquired Fund; and (v) the asset base of each Acquired Fund and corresponding Combined Fund are expected
to be substantially identical. Therefore, the Acquired Funds are the appropriate accounting and performance survivors of the proposed
Reorganizations.

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 6. Comment: Please explain supplementally how the Reorganizations are expected to benefit the shareholders
of the Acquired Funds. In this regard, please clarify (i) how the FAF Board’s approval of the Reorganizations impacts the Acquired
Funds’ potential liability under Minnesota law with respect to the over-issuance; and (ii) the following statement: “[The
Reorganizations] could benefit the FAF Trust and its shareholders by, for example, making litigation involving the interpretation of provisions
in the FAF Trust’s governing documents less likely or, if litigation should be initiated, less burdensome or expensive.”

Response:
The Reorganization is designed to provide clarity on the rights of ownership for purchasers of the Over-Issued Shares and to treat
potential legal exposure as an excluded asset that does not attach to the Acquired Funds following Reorganization.

Although there have
been no recent interpretations of Minnesota law, the issuances of Over-Issued Shares potentially may be deemed to have been void, leaving
the legal status of the Over-Issued Shares uncertain. In the Reorganization, all shares of the Acquired Funds, including Over-Issued Shares,
will be exchanged for newly issued shares of the Acquiring Fund, as to which the legal status is clear. We note that, to date, all holders
of Acquired Fund shares, including holders of Over-Issued Shares, have been afforded identical economic rights and benefits with respect
to such shares, notwithstanding the uncertainty of the legal status of the Over-Issued Shares under Minnesota law.

The Registrant does
not believe that the FAF Board’s approval of the Reorganizations will increase the likelihood of any potential liabilities of the Acquired Funds
in connection with the over-issuance. As the Form N-14 explains, potential liability for the Over-Issued Shares will not be assumed by
the Acquiring Funds in the Reorganizations. In this respect, the Reorganizations will provide clarity on the legal status of all issued
and outstanding shares going forward, notwithstanding the fact that the Acquired Funds, in practice, have afforded all of their
shareholders the same economic rights and benefits.

The Massachusetts
business trust is one of the primary forms of organization for registered funds. For this reason, there are additional benefits flowing
to fund shareholders from a well-developed body of law governing such trusts. One benefit of having a well-established body of law is
that it may “[make] litigation involving the interpretation of provisions in the FAF Trust’s governing documents less likely
or, if litigation should be initiated, less burdensome or expensive.”

 7. Comment: Please state whether the Registrant believes the over-issuance of Acquired Fund shares
implicates any issues under Section 24(f) of the Investment Company Act of 1940, as amended (the “1940 Act”).

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Response:
The Registrant does not believe the over-issuance of Acquired Fund shares implicates any issues under Section 24(f) of the 1940 Act. Section
24(f) was added to the 1940 Act in 1970 to eliminate the potential liability of mutual funds to shareholders whose injuries, if any, arise
from a technical and frequently inadvertent violation of the federal securities laws of failing to retroactively register fund shares.
See Manges, “The Investment Company Amendments Act of 1970—An Analysis and Appraisal After Two Years,” 14 B.C.
L. Rev. 387, 413 (1973). Section 24(f)(1) provides that a mutual fund is deemed to have registered an indefinite amount of shares upon
the effective date of its registration statement under the 1933 Act. Section 24(f)(2) requires a mutual fund to pay a registration fee
to the Commission based upon the aggregate sales price of shares sold during each fiscal year, reduced by the aggregate price of shares
redeemed or repurchased during that fiscal year.

The over-issuance
is a technical matter under Minnesota state law and has no bearing on the effectiveness of the Acquired Funds’ registration statement.
With the effectiveness of their registration statement, the Acquired Funds were deemed under the 1940 Act to have registered an indefinite
amount of shares. Further, the Acquired Funds are current with respect to the payment of registration fees. As such, the Registrant does
not believe the over-issuance of Acquired Fund shares implicates any issues under Section 24(f) of the 1940 Act.

 8. Comment: The Registration Statement notes that, after the over-issuance was discovered, the
FAF Board authorized the issuance of additional shares of the Acquired Funds with Over-Issued Shares. Please supplementally explain whether
the FAF Board’s authorization of the issuance of additional shares is deemed a “remedy” for the prior over-issuance
under Minnesota law.

Response:
Although there have been no recent interpretations of Minnesota law, the issuances of Over-Issued Shares potentially may be deemed
to have been void despite the subsequent authorization of additional shares, leaving the legal status of the Over-Issued Shares uncertain.

 9. Comment: Please explain whether the Reorganizations of the Acquired Funds with Over-Issued Shares
would contravene (i) Minnesota state law or (ii) the rights of holders of Over-Issued Shares under Minnesota state l