SecProbe.io

CORRESP
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filename1.htm

March
20, 2025

via
edgar

Michael
C. Pawluk

Senior
Special Counsel

U.S.
Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

 Re: First
                                         American Funds Trust (the “Registrant”)

Registration
Statement on Form N-1A (File Nos. 333-260527 and 811-23751)

Dear
Mr. Pawluk:

Below
are responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
which we received from you via videoconference on March 5, 2025, with regard to Post-Effective Amendment No. 4 to the Registrant’s
registration statement on Form N-1A (the “Registration Statement”). The Registration Statement, which was filed for
the purpose of registering Class X shares of the U.S. Treasury Money Market Fund (the “Fund”), was filed with the
Commission on January 17, 2025.

The
Staff’s comments, 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

 1. Comment:
                                         Where a comment is made with respect to disclosure in one location, it is applicable
                                         to all similar disclosure appearing elsewhere in the Registration Statement.

Response:
The Registrant acknowledges the Staff’s comment and will revise the Registration Statement accordingly.

 2. Comment:
                                         The Staff notes that portions of the Registration Statement are missing, incomplete or
                                         to be updated by amendment. We may have additional comments on disclosure and responses
                                         included supplementally or in the definitive filing.

Response:
The Registrant acknowledges the Staff’s comment and confirms that incomplete or missing portions of the Registration
Statement will be populated prior to effectiveness.

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Statutory
Prospectuses

 1. Comment:
                                         The Staff notes that “Miscellaneous” expenses were reflected in each of the
                                         Fund’s Class A, Class D, Class T, Class V and Class Y fees and expenses tables
                                         in the Registrant’s registration statement filed on December 20, 2024. Please confirm
                                         that there are no “Miscellaneous” expenses applicable to Class X shares of
                                         the Fund.

Response:
Each share class of the Fund, including Class X shares, pays certain “Miscellaneous” expenses. These expenses
primarily include, but are not limited to, administration, transfer agent, custodian, legal, audit, registration, postage and
printing, and trustee fees and expenses. Certain share classes of the Fund—namely, Class A, Class D, Class T, Class V and
Class Y shares—also pay a non-12b-1 shareholder servicing fee. With respect to share classes subject to such shareholder
servicing fee, and pursuant to Instruction 3(c)(iii) to Item 3 of Form N-1A, the Registrant subdivides “Other Expenses”
into two sub-captions, “Shareholder Servicing Fee” and “Miscellaneous.” For share classes of the Fund
that do not pay a non-12b-1 shareholder servicing fee (i.e., Class X and Class Z shares), the Registrant discloses all other expenses
associated with such share classes, comprised of the “Miscellaneous” expenses described above, in a single “Other
Expenses” line item without further subdivision.

 2. Comment:

 a. In
                                         the preamble language to the annual total return table, please consider revising the
                                         disclosure to specifically note that Class X shares have not begun operations as of the
                                         date of the prospectus and that performance is shown for Class A shares.

Response:
The requested change has been made.

“The following
bar chart and table provide some indication of the potential risks of investing in the fund by showing changes in the fund’s
performance (for Class A shares). Because Class X
shares have not commenced operations as of the date of this prospectus, performance is shown for Class A shares of the fund.
The fund’s past performance is not necessarily an indication of how the fund will perform in the future. Updated performance
information is available online at www.firstamericanfunds.com or by calling 800-677-3863.”

 b. The
Staff notes that the preamble language to the annual total return table includes a discussion of the Fund’s Predecessor
Fund. Because the Predecessor Fund was reorganized with and into the Fund in connection with the Predecessor Fund’s redomiciliation,
we would not expect to see disclosure

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    about the Predecessor
                                         Fund’s performance history in the lead-in paragraph to the annual total return
                                         table. Please consider removing such discussion and instead noting that there was a redomiciliation.

Response:
The Registrant notes that the referenced disclosure is a true and accurate representation of the performance information shown
in the bar chart and performance table and respectfully declines to make the Staff’s requested change at this time in order
to maintain uniformity among the prospectuses for the various First American Funds. The Registrant will, however, make the changes
marked below at the next annual update of its Registration Statement.

“The
performance shown in the bar chart and performance table includes the performance of the fund’s predecessor entity, U.S.
Treasury Money Market Fund, and a series of First American Funds, Inc., a Minnesota corporation (the
“Predecessor Fund”), prior to the commencement of the fund’s operations. On December 22, 2023, the fund acquired
all of the assets, subject to the liabilities, of the Predecessor Fund through a tax-free reorganization (the “Reorganization”),
effectuating the redomiciliation of the Predecessor Fund from the State of Minnesota to the Commonwealth of Massachusetts.
As a result of the Reorganization, the fund adopted the performance and financial history of the Predecessor Fund. The fund has
the same investment objective, strategy, risks and investment adviser as the Predecessor Fund. As a result, the performance of
the fund would have been substantially similar to that of the Predecessor Fund. The bar chart shows the performance of the Predecessor
Fund’s Class A shares which was adopted by the Class A shares of the fund for periods prior to the Reorganization. If the
Predecessor Fund’s investment adviser had not waived or reimbursed certain Predecessor Fund expenses during these periods,
the Predecessor Fund’s returns would have been lower.”

Part
C

 1. Comment:
                                         We note that section 2 of the Amended and Restated Multiple Class Plan Pursuant to Rule
                                         18f-3 (the “Plan”) states that “[t]he attributes of each existing class
                                         of the existing Funds…shall be as set forth in” various other documents,
                                         including the prospectuses and statement of additional information of the Funds, distribution
                                         and service plan, shareholder service plan and agreement, administration agreement, and
                                         transfer agency and shareholder servicing agreement. Please provide your analysis as
                                         to how this provision of the Plan is consistent with Rule 18f-3(d) under the Investment
                                         Company Act of 1940, as amended, requiring “a written plan setting forth the separate
                                         arrangement and expense allocation of each class, and any related conversion features
                                         or exchange privileges.”

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Response:
The Registrant submits that at its next quarterly board meeting, an amended Plan addressing the Staff’s comment will
be presented to the board for consideration and approval and subsequently filed with the next annual update.

We
hope the foregoing responses adequately address the Staff’s comments. Should you have any further questions or comments,
please do not hesitate to contact me at (312) 845-1241.

    Sincerely,

    /s/
    Rita Rubin

    Rita
    Rubin

 cc: Paulita
                                         A. Pike, Esq.

Kelsey
Barrett, Esq.

Daniel
Wells, Esq.

James
D. Palmer

Jill
M. Stevenson

Richard
J. Ertel, Esq.

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