1933 Act Registration No. 333-33205
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1997
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. __1__ [X]
(Check appropriate box or boxes)
- --------------------------------------------------------------------------------
Exact name of Registrant as Specified in Charter:
FIRST AMERICAN STRATEGY FUNDS, INC.
Area Code and Telephone Number:
(610) 676-1924
Address of Principal Executive Offices:
Oaks, Pennsylvania 19456
Name and Address of Agent for Service:
David G. Lee
c/o SEI Investments Company
Oaks, Pennsylvania 19456
COPIES TO:
Kathryn L. Stanton, Esq. Kathleen L. Prudhomme, Esq.
SEI Investments Company Dorsey & Whitney LLP
Oaks, Pennsylvania 19456 220 South Sixth Street
Minneapolis, Minnesota 55402
It is proposed that this filing shall become effective (check appropriate box):
[X] immediately upon filing pursuant to paragraph (b) of rule 485
[ ] on (date) pursuant to paragraph (b) of rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on January 31, 1995 pursuant to paragraph (a)(2) of Rule 485
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<PAGE>
PART A
Incorporated by reference to the Registration Statement on Form N-14, File No.
333-33205, filed August 8, 1997.
PART B
Incorporated by reference to the Registration Statement on Form N-14, File No.
333-33205, filed August 8, 1997.
PART C
ITEM 15. INDEMNIFICATION.
Incorporated by reference to the Registrant's Registration Statement on
Form N-14, File No. 333-33205, filed on August 8, 1997.
ITEM 16. EXHIBITS
(1) Articles of Incorporation of Registrant. (Incorporated by reference
to Exhibit (1) to Registrant's initial Registration Statement on
Form N-1A, File No. 333-7463 (the "Initial Registration
Statement").)
(2) Bylaws of Registrant (Incorporated by reference to Exhibit (2) to
the Initial Registration Statement.)
(3) Not Applicable.
(4) Agreement and Plan of Reorganization. (Incorporated by reference to
Appendix III to the Prospectus/Proxy Statement included in Part A of
the Registrant's Registration Statement on Form N-14, File No.
333-33205, filed on August 8, 1997.)
(5) Not Applicable
(6) Form of Investment Advisory Agreement between the Registrant and
First Bank National Association. (Incorporated by reference to
Exhibit (5) to the Initial Registration Statement).
(7) Form of Distribution Agreement between the Registrant and SEI
Financial Services Company. (Incorporated by reference to Exhibit
(6) to the Initial Registration Statement.)
(8) Not Applicable.
(9) (a) Form of Custodian Agreement dated October 1, 1996, between the
Registrant and First Trust National Association, including
form of Compensation Agreement pursuant thereto. (Incorporated
by reference to Exhibit (8) to the Initial Registration
Statement.)
(10) Not Applicable
(11) Opinion and Consent of Dorsey & Whitney LLP with respect to the
legality of the securities being registered. (Incorporated by
reference to the Registration Statement on Form N-14, File no.
333-33205, filed on August 8, 1997.)
<PAGE>
*(12) (a) Opinion and consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of Qualivest
Allocated Aggressive Fund with and into FASF Strategy
Aggressive Growth Fund.
(b) Opinion and consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of Qualivest
Allocated Balance Fund with and into FASF Strategy Growth and
Income Fund.
(c) Opinion and consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of Qualivest
Allocated Conservative Fund with and into FASF Strategy Income
Fund.
(d) Opinion and consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of Qualivest
Allocated Growth Fund with and into FASF Strategy Growth Fund.
(13) (a) Form of Administration Agreement between the Registrant and
SEI Financial Management Corporation. (Incorporated by
reference to Exhibit (9) (a) to the Initial Registration
Statement.)
(b) Transfer Agency Agreement dated as of January 1, 1997, between
Registrant and DST Systems, Inc. (Incorporated by reference to
the Registration Statement on Form N-14, file no. 333-33205,
filed on August 8, 1997.)
(c) Form of Shareholder Service Plan and Agreement between the
Registrant and SEI Financial Services Company. (Incorporated
by reference to Exhibit (9) (c) to the Initial Registration
Statement.)
(14) (a) Consent of KPMG Peat Marwick LLP. (Incorporated by reference
to the Registration Statement on Form N-14, File No.
333-33205, filed on August 8, 1997.)
(b) Consent of Deloitte & Touche LLP. (Incorporated by reference
to the Registration Statement on Form N-14, File No.
333-33205, filed on August 8, 1997.)
(16) Powers of Attorney of Directors signing the Registration Statement.
(Incorporated by reference to the Registration Statement on Form
N-14, File No. 333-33205, filed on August 8, 1997.)
(17) (a) Declaration of Election of Registrant pursuant to Rule 24f-2
on Cover Page of the Initial Registration Statement is
incorporated by reference herein
(b) Form of Proxy Card. (Incorporated by reference to the
Registration Statement on Form N-14, File No. 333-33205,
filed on August 8, 1997.)
- ----------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
<PAGE>
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
No. 333-33205 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oaks, Commonwealth of Pennsylvania, on the 5th day of
December, 1997.
FIRST AMERICAN STRATEGY FUNDS, INC.
ATTEST: /s/Stephen G. Meyer By: /s/Kathryn L. Stanton
-------------------------------- ---------------------------------
Stephen G. Meyer Kathryn L. Stanton
Vice President
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacity and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Stephen G. Meyer Controller (Principal **
- ----------------------------- Financial and Accounting
Stephen G. Meyer Officer)
* Director **
- -----------------------------
Robert J. Dayton
* Director **
- -----------------------------
Andrew M. Hunter III
* Director **
- -----------------------------
Leonard W. Kedrowski
* Director **
- -----------------------------
Robert L. Spies
* Director **
- -----------------------------
Joseph D. Strauss
* Director **
- -----------------------------
Virginia L. Stringer
Director **
- -----------------------------
Roger A. Gibson
* By: /s/Kathryn L. Stanton
----------------------------
Kathryn L. Stanton
Attorney in Fact
** December 5, 1997
EXHIBIT 12(a)
(Letterhead of Dorsey & Whitney LLP)
November 21, 1997
First American Strategy Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
Qualivest Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel to First American Strategy Funds,
Inc. ("FASF") in connection with the proposed acquisition of all of the assets
and all of the liabilities of Allocated Aggressive Fund (the "Acquired Fund"), a
separately managed series of Qualivest Funds, by Strategy Aggressive Growth Fund
(the "Acquiring Fund"), a separately managed series of FASF, pursuant to an
Agreement and Plan of Reorganization dated as of September 30, 1997, by and
between the Acquired Fund and the Acquiring Fund (the "Agreement").
FASF has asked us to render to it and to Qualivest Funds our
opinion concerning certain federal income tax consequences of the exchange of
Acquiring Fund Shares for the assets and liabilities of the Acquired Fund and
the distribution of such shares to Acquired Fund Shareholders upon liquidation
of the Acquired Fund, all pursuant to the Agreement (the "Reorganization"). In
this regard we have examined (1) the Agreement, (2) the Registration Statement
on Form N-14 (including, but not limited to, the Prospectus and Proxy Statement
included therein) filed with the Securities and Exchange Commission on or about
August 8, 1997, and such other documents and records as we consider necessary in
order to render this opinion. Unless otherwise provided herein, capitalized
terms used in this opinion shall have the same meaning as set forth in the
Prospectus and Proxy Statement or the Agreement, as the case may be.
Pursuant to the Agreement, all of the assets and all of the
liabilities of the Acquired Fund as of the Effective Time will be exchanged for
that number of
<PAGE>
November 21, 1997
Page 2
Acquiring Fund Shares equal to the value of the assets, net of liabilities, of
the Acquired Fund at the Effective Time. All Acquiring Fund Shares then held by
the Acquired Fund, representing all of the assets of the Acquired Fund, will be
distributed to Acquired Fund Shareholders pursuant to the Agreement (which
includes the cancellation and retirement of all Acquired Fund Shares). In the
distribution, each Acquired Fund Shareholder will receive Acquiring Fund Shares
of the same class that he or she held in the Acquiring Fund, with a net asset
value equal at the Effective Time to the net asset value of the shareholder's
Acquired Fund Shares as of such time.
The acquisition of all of the assets and all of the
liabilities of the Acquired Fund by the Acquiring Fund is being undertaken
because the Board of Trustees of the Qualivest Funds has determined that the
Reorganization will provide certain benefits to the Acquired Fund and is in the
best interests of the Acquired Fund and its shareholders. In approving the
Reorganization, the Board considered, among other things, the following factors:
(i) the investment management capabilities of U.S. Bank National Association,
adviser to the Acquired Fund and the Acquiring Fund ("USBNA"); (ii) the
similarity of the distribution channels used by the FASF funds and Qualivest
Funds; (iii) the investment advisory and other fees paid by the Acquiring Fund,
and the historical and projected expense ratios of the Acquiring Fund as
compared to those of the Acquired Fund; (iv) the expected cost savings for the
Acquired Fund as a result of the Reorganization; (v) the investment objectives,
policies and limitations of the Acquiring Fund and their relative compatibility
with those of the Acquired Fund; (vi) the historical investment performance
records of the Acquiring Fund and the Acquired Fund; (vii) the terms and
conditions of the Reorganization Agreement, including those provisions that were
intended to avoid dilution of the interests of the Acquired Fund's shareholders;
(viii) the sales loads applicable to the Acquiring Fund as compared to the sales
loads applicable to the Acquired Fund; and (ix) the greater number of investment
portfolio options that would be available to shareholders after the
Reorganization.
Our opinion is based upon existing law and currently
applicable Treasury Regulations, currently published administrative positions of
the Internal Revenue Service contained in Revenue Rulings and Revenue Procedures
and judicial decisions, all of which are subject to change prospectively and
retroactively. It is not a guarantee of the current status of the law and should
not be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.
<PAGE>
November 21, 1997
Page 3
Based on the Agreement, the other documents referred to
herein, the facts and assumptions stated above, as well as representations made
by FASF in a Certificate dated November 21, 1997, representations made by the
Qualivest Funds in a Certificate dated November 21, 1997, representations made
by USBNA in a Certificate dated November 21, 1997, the provisions of the Code
and judicial and administrative interpretations as in existence on the date
hereof, it is our opinion that the Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(D) of the Code, and that
the Acquiring Fund and the Acquired Fund will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
On the basis of the foregoing opinion that the Reorganization
will constitute a reorganization within the meaning of Section 368 of the Code,
it is further our opinion that:
(i) Acquired Fund shareholders will recognize no income,
gain or loss upon receipt, pursuant to the
Reorganization, of Acquiring Fund Shares. Acquired
Fund shareholders subject to taxation will recognize
income upon receipt of any net investment income or
net capital gains of the Acquired Fund which are
distributed by the Acquired Fund prior to the
Effective Time;
(ii) the tax basis of Acquiring Fund Shares received by
each Acquired Fund shareholder pursuant to the
Reorganization will be equal to the tax basis of the
Acquired Fund shares exchanged therefor;
(iii) the holding period of the Acquiring Fund shares
received by each Acquired Fund shareholder pursuant
to the Reorganization will include the period during
which the Acquired Fund shareholder held the Acquired
Fund shares exchanged therefor, provided that the
Acquired Fund shares were held as a capital asset at
the Effective Time;
(iv) the Acquired Fund will recognize no income, gain or
loss by reason of the Reorganization;
(v) the Acquiring Fund will recognize no income, gain or
loss by reason of the Reorganization;
<PAGE>
November 21, 1997
Page 4
(vi) the tax basis of the assets received by the Acquiring
Fund pursuant to the Reorganization will be the same
as the basis of those assets in the hands of the
Acquired Fund as of the Effective Time;
(vii) the holding period of the assets received by the
Acquiring Fund pursuant to the Reorganization will
include the period during which such assets were held
by the Acquired Fund, provided that the Acquired Fund
held such assets as capital assets as of the
Effective Time; and
(viii) the Acquiring Fund will succeed to and take into
account the earnings and profits, or deficit in
earning and profits, of the Acquired Fund as of the
Effective Time.
The foregoing opinion is being furnished to FASF and Qualivest
Funds solely for their benefit in connection with the Reorganization and may not
be relied upon by, nor may copies be delivered to, any person without our prior
written consent. Our opinion is limited to the matters expressly addressed in
the eight (8) numbered paragraphs above. No opinion is expressed and none should
be inferred as to any other matter.
We consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form N-14 and to the reference to
this firm under the caption "Information Relating to the Proposed Reorganization
- -- Federal Income Tax Consequences" in the Prospectus/Proxy Statement included
in Part A of said Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
EXHIBIT 12(b)
(Letterhead of Dorsey & Whitney LLP)
November 21, 1997
First American Strategy Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
Qualivest Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel to First American Strategy Funds,
Inc. ("FASF") in connection with the proposed acquisition of all of the assets
and all of the liabilities of Allocated Balanced Fund (the "Acquired Fund"), a
separately managed series of Qualivest Funds, by Strategy Growth and Income Fund
(the "Acquiring Fund"), a separately managed series of FASF, pursuant to an
Agreement and Plan of Reorganization dated as of September 30, 1997, by and
between the Acquired Fund and the Acquiring Fund (the "Agreement").
FASF has asked us to render to it and to Qualivest Funds our
opinion concerning certain federal income tax consequences of the exchange of
Acquiring Fund Shares for the assets and liabilities of the Acquired Fund and
the distribution of such shares to Acquired Fund Shareholders upon liquidation
of the Acquired Fund, all pursuant to the Agreement (the "Reorganization"). In
this regard we have examined (1) the Agreement, (2) the Registration Statement
on Form N-14 (including, but not limited to, the Prospectus and Proxy Statement
included therein) filed with the Securities and Exchange Commission on or about
August 8, 1997, and such other documents and records as we consider necessary in
order to render this opinion. Unless otherwise provided herein, capitalized
terms used in this opinion shall have the same meaning as set forth in the
Prospectus and Proxy Statement or the Agreement, as the case may be.
Pursuant to the Agreement, all of the assets and all of the
liabilities of the Acquired Fund as of the Effective Time will be exchanged for
that number of
<PAGE>
November 21, 1997
Page 2
Acquiring Fund Shares equal to the value of the assets, net of liabilities, of
the Acquired Fund at the Effective Time. All Acquiring Fund Shares then held by
the Acquired Fund, representing all of the assets of the Acquired Fund, will be
distributed to Acquired Fund Shareholders pursuant to the Agreement (which
includes the cancellation and retirement of all Acquired Fund Shares). In the
distribution, each Acquired Fund Shareholder will receive Acquiring Fund Shares
of the same class that he or she held in the Acquiring Fund, with a net asset
value equal at the Effective Time to the net asset value of the shareholder's
Acquired Fund Shares as of such time.
The acquisition of all of the assets and all of the
liabilities of the Acquired Fund by the Acquiring Fund is being undertaken
because the Board of Trustees of the Qualivest Funds has determined that the
Reorganization will provide certain benefits to the Acquired Fund and is in the
best interests of the Acquired Fund and its shareholders. In approving the
Reorganization, the Board considered, among other things, the following factors:
(i) the investment management capabilities of U.S. Bank National Association,
adviser to the Acquired Fund and the Acquiring Fund ("USBNA"); (ii) the
similarity of the distribution channels used by the FASF funds and Qualivest
Funds; (iii) the investment advisory and other fees paid by the Acquiring Fund,
and the historical and projected expense ratios of the Acquiring Fund as
compared to those of the Acquired Fund; (iv) the expected cost savings for the
Acquired Fund as a result of the Reorganization; (v) the investment objectives,
policies and limitations of the Acquiring Fund and their relative compatibility
with those of the Acquired Fund; (vi) the historical investment performance
records of the Acquiring Fund and the Acquired Fund; (vii) the terms and
conditions of the Reorganization Agreement, including those provisions that were
intended to avoid dilution of the interests of the Acquired Fund's shareholders;
(viii) the sales loads applicable to the Acquiring Fund as compared to the sales
loads applicable to the Acquired Fund; and (ix) the greater number of investment
portfolio options that would be available to shareholders after the
Reorganization.
Our opinion is based upon existing law and currently
applicable Treasury Regulations, currently published administrative positions of
the Internal Revenue Service contained in Revenue Rulings and Revenue Procedures
and judicial decisions, all of which are subject to change prospectively and
retroactively. It is not a guarantee of the current status of the law and should
not be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.
<PAGE>
November 21, 1997
Page 3
Based on the Agreement, the other documents referred to
herein, the facts and assumptions stated above, as well as representations made
by FASF in a Certificate dated November 21, 1997, representations made by the
Qualivest Funds in a Certificate dated November 21, 1997, representations made
by USBNA in a Certificate dated November 21, 1997, the provisions of the Code
and judicial and administrative interpretations as in existence on the date
hereof, it is our opinion that the Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(D) of the Code, and that
the Acquiring Fund and the Acquired Fund will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
On the basis of the foregoing opinion that the Reorganization
will constitute a reorganization within the meaning of Section 368 of the Code,
it is further our opinion that:
(i) Acquired Fund shareholders will recognize no income,
gain or loss upon receipt, pursuant to the
Reorganization, of Acquiring Fund Shares. Acquired
Fund shareholders subject to taxation will recognize
income upon receipt of any net investment income or
net capital gains of the Acquired Fund which are
distributed by the Acquired Fund prior to the
Effective Time;
(ii) the tax basis of Acquiring Fund Shares received by
each Acquired Fund shareholder pursuant to the
Reorganization will be equal to the tax basis of the
Acquired Fund shares exchanged therefor;
(iii) the holding period of the Acquiring Fund shares
received by each Acquired Fund shareholder pursuant
to the Reorganization will include the period during
which the Acquired Fund shareholder held the Acquired
Fund shares exchanged therefor, provided that the
Acquired Fund shares were held as a capital asset at
the Effective Time;
(iv) the Acquired Fund will recognize no income, gain or
loss by reason of the Reorganization;
(v) the Acquiring Fund will recognize no income, gain or
loss by reason of the Reorganization;
<PAGE>
November 21, 1997
Page 4
(vi) the tax basis of the assets received by the Acquiring
Fund pursuant to the Reorganization will be the same
as the basis of those assets in the hands of the
Acquired Fund as of the Effective Time;
(vii) the holding period of the assets received by the
Acquiring Fund pursuant to the Reorganization will
include the period during which such assets were held
by the Acquired Fund, provided that the Acquired Fund
held such assets as capital assets as of the
Effective Time; and
(viii) the Acquiring Fund will succeed to and take into
account the earnings and profits, or deficit in
earning and profits, of the Acquired Fund as of the
Effective Time.
The foregoing opinion is being furnished to FASF and Qualivest
Funds solely for their benefit in connection with the Reorganization and may not
be relied upon by, nor may copies be delivered to, any person without our prior
written consent. Our opinion is limited to the matters expressly addressed in
the eight (8) numbered paragraphs above. No opinion is expressed and none should
be inferred as to any other matter.
We consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form N-14 and to the reference to
this firm under the caption "Information Relating to the Proposed Reorganization
- -- Federal Income Tax Consequences" in the Prospectus/Proxy Statement included
in Part A of said Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
EXHIBIT 12(c)
(Letterhead of Dorsey & Whitney LLP)
November 21, 1997
First American Strategy Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
Qualivest Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel to First American Strategy Funds,
Inc. ("FASF") in connection with the proposed acquisition of all of the assets
and all of the liabilities of Allocated Conservative Fund (the "Acquired Fund"),
a separately managed series of Qualivest Funds, by Strategy Income Fund (the
"Acquiring Fund"), a separately managed series of FASF, pursuant to an Agreement
and Plan of Reorganization dated as of Sepember 30, 1997, by and between the
Acquired Fund and the Acquiring Fund (the "Agreement").
FASF has asked us to render to it and to Qualivest Funds our
opinion concerning certain federal income tax consequences of the exchange of
Acquiring Fund Shares for the assets and liabilities of the Acquired Fund and
the distribution of such shares to Acquired Fund Shareholders upon liquidation
of the Acquired Fund, all pursuant to the Agreement (the "Reorganization"). In
this regard we have examined (1) the Agreement, (2) the Registration Statement
on Form N-14 (including, but not limited to, the Prospectus and Proxy Statement
included therein) filed with the Securities and Exchange Commission on or about
August 8, 1997, and such other documents and records as we consider necessary in
order to render this opinion. Unless otherwise provided herein, capitalized
terms used in this opinion shall have the same meaning as set forth in the
Prospectus and Proxy Statement or the Agreement, as the case may be.
Pursuant to the Agreement, all of the assets and all of the
liabilities of the Acquired Fund as of the Effective Time will be exchanged for
that number of
<PAGE>
November 21, 1997
Page 2
Acquiring Fund Shares equal to the value of the assets, net of liabilities, of
the Acquired Fund at the Effective Time. All Acquiring Fund Shares then held by
the Acquired Fund, representing all of the assets of the Acquired Fund, will be
distributed to Acquired Fund Shareholders pursuant to the Agreement (which
includes the cancellation and retirement of all Acquired Fund Shares). In the
distribution, each Acquired Fund Shareholder will receive Acquiring Fund Shares
of the same class that he or she held in the Acquiring Fund, with a net asset
value equal at the Effective Time to the net asset value of the shareholder's
Acquired Fund Shares as of such time.
The acquisition of all of the assets and all of the
liabilities of the Acquired Fund by the Acquiring Fund is being undertaken
because the Board of Trustees of the Qualivest Funds has determined that the
Reorganization will provide certain benefits to the Acquired Fund and is in the
best interests of the Acquired Fund and its shareholders. In approving the
Reorganization, the Board considered, among other things, the following factors:
(i) the investment management capabilities of U.S. Bank National Association,
adviser to the Acquired Fund and the Acquiring Fund ("USBNA"); (ii) the
similarity of the distribution channels used by the FASF funds and Qualivest
Funds; (iii) the investment advisory and other fees paid by the Acquiring Fund,
and the historical and projected expense ratios of the Acquiring Fund as
compared to those of the Acquired Fund; (iv) the expected cost savings for the
Acquired Fund as a result of the Reorganization; (v) the investment objectives,
policies and limitations of the Acquiring Fund and their relative compatibility
with those of the Acquired Fund; (vi) the historical investment performance
records of the Acquiring Fund and the Acquired Fund; (vii) the terms and
conditions of the Reorganization Agreement, including those provisions that were
intended to avoid dilution of the interests of the Acquired Fund's shareholders;
(viii) the sales loads applicable to the Acquiring Fund as compared to the sales
loads applicable to the Acquired Fund; and (ix) the greater number of investment
portfolio options that would be available to shareholders after the
Reorganization.
Our opinion is based upon existing law and currently
applicable Treasury Regulations, currently published administrative positions of
the Internal Revenue Service contained in Revenue Rulings and Revenue Procedures
and judicial decisions, all of which are subject to change prospectively and
retroactively. It is not a guarantee of the current status of the law and should
not be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.
<PAGE>
November 21, 1997
Page 3
Based on the Agreement, the other documents referred to
herein, the facts and assumptions stated above, as well as representations made
by FASF in a Certificate dated November 21, 1997, representations made by the
Qualivest Funds in a Certificate dated November 21, 1997, representations made
by USBNA in a Certificate dated November 21, 1997, the provisions of the Code
and judicial and administrative interpretations as in existence on the date
hereof, it is our opinion that the Reorganization will constitute a
reorganization within the meaning of Section 368(a)(1)(C) of the Code, and that
the Acquiring Fund and the Acquired Fund will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.
On the basis of the foregoing opinion that the Reorganization
will constitute a reorganization within the meaning of Section 368 of the Code,
it is further our opinion that:
(i) Acquired Fund shareholders will recognize no income,
gain or loss upon receipt, pursuant to the
Reorganization, of Acquiring Fund Shares. Acquired
Fund shareholders subject to taxation will recognize
income upon receipt of any net investment income or
net capital gains of the Acquired Fund which are
distributed by the Acquired Fund prior to the
Effective Time;
(ii) the tax basis of Acquiring Fund Shares received by
each Acquired Fund shareholder pursuant to the
Reorganization will be equal to the tax basis of the
Acquired Fund shares exchanged therefor;
(iii) the holding period of the Acquiring Fund shares
received by each Acquired Fund shareholder pursuant
to the Reorganization will include the period during
which the Acquired Fund shareholder held the Acquired
Fund shares exchanged therefor, provided that the
Acquired Fund shares were held as a capital asset at
the Effective Time;
(iv) the Acquired Fund will recognize no income, gain or
loss by reason of the Reorganization;
(v) the Acquiring Fund will recognize no income, gain or
loss by reason of the Reorganization;
<PAGE>
November 21, 1997
Page 4
(vi) the tax basis of the assets received by the Acquiring
Fund pursuant to the Reorganization will be the same
as the basis of those assets in the hands of the
Acquired Fund as of the Effective Time;
(vii) the holding period of the assets received by the
Acquiring Fund pursuant to the Reorganization will
include the period during which such assets were held
by the Acquired Fund, provided that the Acquired Fund
held such assets as capital assets as of the
Effective Time; and
(viii) the Acquiring Fund will succeed to and take into
account the earnings and profits, or deficit in
earning and profits, of the Acquired Fund as of the
Effective Time.
The foregoing opinion is being furnished to FASF and Qualivest
Funds solely for their benefit in connection with the Reorganization and may not
be relied upon by, nor may copies be delivered to, any person without our prior
written consent. Our opinion is limited to the matters expressly addressed in
the eight (8) numbered paragraphs above. No opinion is expressed and none should
be inferred as to any other matter.
We consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form N-14 and to the reference to
this firm under the caption "Information Relating to the Proposed Reorganization
- -- Federal Income Tax Consequences" in the Prospectus/Proxy Statement included
in Part A of said Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
EXHIBIT 12(d)
(Letterhead of Dorsey & Whitney LLP)
November 21, 1997
First American Strategy Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
Qualivest Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We have acted as counsel to First American Strategy Funds,
Inc. ("FASF") in connection with the proposed acquisition of all of the assets
and all of the liabilities of Allocated Growth Fund (the "Acquired Fund"), a
separately managed series of Qualivest Funds, by Strategy Growth Fund (the
"Acquiring Fund"), a separately managed series of FASF, pursuant to an Agreement
and Plan of Reorganization dated as of September 30, 1997, by and between the
Acquired Fund and the Acquiring Fund (the "Agreement").
FASF has asked us to render to it and to Qualivest Funds our
opinion concerning certain federal income tax consequences of the exchange of
Acquiring Fund Shares for the assets and liabilities of the Acquired Fund and
the distribution of such shares to Acquired Fund Shareholders upon liquidation
of the Acquired Fund, all pursuant to the Agreement (the "Reorganization"). In
this regard we have examined (1) the Agreement, (2) the Registration Statement
on Form N-14 (including, but not limited to, the Prospectus and Proxy Statement
included therein) filed with the Securities and Exchange Commission on or about
August 8, 1997, and such other documents and records as we consider necessary in
order to render this opinion. Unless otherwise provided herein, capitalized
terms used in this opinion shall have the same meaning as set forth in the
Prospectus and Proxy Statement or the Agreement, as the case may be.
Pursuant to the Agreement, all of the assets and all of the
liabilities of the Acquired Fund as of the Effective Time will be exchanged for
that number of
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November 21, 1997
Page 2
Acquiring Fund Shares equal to the value of the assets, net of liabilities, of
the Acquired Fund at the Effective Time. All Acquiring Fund Shares then held by
the Acquired Fund, representing all of the assets of the Acquired Fund, will be
distributed to Acquired Fund Shareholders pursuant to the Agreement (which
includes the cancellation and retirement of all Acquired Fund Shares). In the
distribution, each Acquired Fund Shareholder will receive Acquiring Fund Shares
of the same class that he or she held in the Acquiring Fund, with a net asset
value equal at the Effective Time to the net asset value of the shareholder's
Acquired Fund Shares as of such time.
The acquisition of all of the assets and all of the
liabilities of the Acquired Fund by the Acquiring Fund is being undertaken
because the Board of Trustees provide certain benefits to the Acquired Fund and
is in the best interests of the Acquired Fund and its shareholders. In approving
the Reorganization, the Board considered, among other things, the following
factors: (i) the investment management capabilities of U.S. Bank National
Association, adviser to the Acquired Fund and the Acquiring Fund ("USBNA"); (ii)
the similarity of the distribution channels used by the FASF funds and Qualivest
Funds; (iii) the investment advisory and other fees paid by the Acquiring Fund,
and the historical and projected expense ratios of the Acquiring Fund as
compared to those of the Acquired Fund; (iv) the expected cost savings for the
Acquired Fund as a result of the Reorganization; (v) the investment objectives,
policies and limitations of the Acquiring Fund and their relative compatibility
with those of the Acquired Fund; (vi) the historical investment performance
records of the Acquiring Fund and the Acquired Fund; (vii) the terms and
conditions of the Reorganization Agreement, including those provisions that were
intended to avoid dilution of the interests of the Acquired Fund's shareholders;
(viii) the sales loads applicable to the Acquiring Fund as compared to the sales
loads applicable to the Acquired Fund; and (ix) the greater number of investment
portfolio options that would be available to shareholders after the
Reorganization.
Our opinion is based upon existing law and currently
applicable Treasury Regulations, currently published administrative positions of
the Internal Revenue Service contained in Revenue Rulings and Revenue Procedures
and judicial decisions, all of which are subject to change prospectively and
retroactively. It is not a guarantee of the current status of the law and should
not be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.
Based on the Agreement, the other documents referred to
herein, the facts and assumptions stated above, as well as representations made
by FASF in a
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November 21, 1997
Page 3
Certificate dated November 21, 1997, representations made by the Qualivest Funds
in a Certificate dated November 21, 1997, representations made by USBNA in a
Certificate dated November 21, 1997, the provisions of the Code and judicial and
administrative interpretations as in existence on the date hereof, it is our
opinion that the Reorganization will constitute a reorganization within the
meaning of Section 368(a)(1)(D) of the Code, and that the Acquiring Fund and the
Acquired Fund will each be a party to the reorganization within the meaning of
Section 368(b) of the Code.
On the basis of the foregoing opinion that the Reorganization
will constitute a reorganization within the meaning of Section 368 of the Code,
it is further our opinion that:
(i) Acquired Fund shareholders will recognize no income,
gain or loss upon receipt, pursuant to the
Reorganization, of Acquiring Fund Shares. Acquired
Fund shareholders subject to taxation will recognize
income upon receipt of any net investment income or
net capital gains of the Acquired Fund which are
distributed by the Acquired Fund prior to the
Effective Time;
(ii) the tax basis of Acquiring Fund Shares received by
each Acquired Fund shareholder pursuant to the
Reorganization will be equal to the tax basis of the
Acquired Fund shares exchanged therefor;
(iii) the holding period of the Acquiring Fund shares
received by each Acquired Fund shareholder pursuant
to the Reorganization will include the period during
which the Acquired Fund shareholder held the Acquired
Fund shares exchanged therefor, provided that the
Acquired Fund shares were held as a capital asset at
the Effective Time;
(iv) the Acquired Fund will recognize no income, gain or
loss by reason of the Reorganization;
(v) the Acquiring Fund will recognize no income, gain or
loss by reason of the Reorganization;
(vi) the tax basis of the assets received by the Acquiring
Fund pursuant to the Reorganization will be the same
as the basis of
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November 21, 1997
Page 4
those assets in the hands of the Acquired Fund as of
the Effective Time;
(vii) the holding period of the assets received by the
Acquiring Fund pursuant to the Reorganization will
include the period during which such assets were held
by the Acquired Fund, provided that the Acquired Fund
held such assets as capital assets as of the
Effective Time; and
(viii) the Acquiring Fund will succeed to and take into
account the earnings and profits, or deficit in
earning and profits, of the Acquired Fund as of the
Effective Time.
The foregoing opinion is being furnished to FASF and Qualivest
Funds solely for their benefit in connection with the Reorganization and may not
be relied upon by, nor may copies be delivered to, any person without our prior
written consent. Our opinion is limited to the matters expressly addressed in
the eight (8) numbered paragraphs above. No opinion is expressed and none should
be inferred as to any other matter.
We consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form N-14 and to the reference to
this firm under the caption "Information Relating to the Proposed Reorganization
- -- Federal Income Tax Consequences" in the Prospectus/Proxy Statement included
in Part A of said Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
