1933 Act Registration No. 2-74747
1940 Act Registration No. 811-3313
As filed with the Securities and Exchange Commission on July 24 , 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 21 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21 [x]
FIRST AMERICAN FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
680 East Swedesford Road, Wayne, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)
(610) 254-1924
(Registrant's Telephone Number, including Area Code)
David Lee
c/o SEI Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
Copies to:
Kathryn Stanton, Esq. Michael J. Radmer, Esq.
SEI Corporation James D. Alt, Esq.
680 East Swedesford Road Dorsey & Whitney P.L.L.P.
Wayne, Pennsylvania 19087 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)(i) of Rule 485
[ ] on January 20, 1995 pursuant to paragraph (a)(i) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(1)
The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Section (a)(1) of Rule 24f-2. A Rule 24f-2
Notice for the Registrant's most recent fiscal year was filed on November 16,
1994 for its fiscal year ended September 30, 1994.
EXPLANATORY NOTE
This Registration Statement, for administrative convenience, contains
three Prospectuses (Parts A) and one Statement of Additional Information (Part
B) relating to the three series of First American Funds, Inc. (the
"Registrant"). One Prospectus relates to the Class A and Class B Shares of
Series B of the Registrant (referred to in the Prospectus and the Statement of
Additional Information as "Prime Obligations Fund"). The second Prospectus
relates to the Class C Shares of Series C of the Registrant (referred to in the
Prospectus and the Statement of Additional Information as "Government
Obligations Fund"), Series D of the Registrant (referred to in the Prospectus
and the Statement of Additional Information as "Treasury Obligations Fund") and
Prime Obligations Fund. The third Prospectus relates to the Class D Shares of
Prime Obligations Fund, Government Obligations Fund and Treasury Obligations
Fund. The Statement of Additional Information relates to all three prospectuses.
The Cross Reference Sheet, Part C, Signature Page, and exhibits contained in
this Registration Statement relate only to the Registrant.
This post-effective amendment No. 21 is being filed solely for the
purpose of filing as an exhibit hereto the Registrant's Multiple Class Plan
Pursuant to Rule 18f-3. The Cross Reference Sheet, Part A and Part B that were
filed as a part of Amendment No. 20 (filed with the Commission on November 17,
1994) are hereby incorporated by reference into this Registration Statement.
FIRST AMERICAN FUNDS, INC.
PART C--OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements for each series of the Registrant are included as
part of such series' Statement of Additional Information.
(b) Exhibits
(1) (a) Amended and Restated Articles of Incorporation are incorporated by
reference herein by reference to Exhibit 1 to Post-Effective Amendment
No. 11.
(b) Amended and Restated Articles of Incorporation, including Articles
of Amendment thereto are incorporated by reference herein to Exhibit
1(b) to Post-Effective Amendment No. 20.
(2) Amended Bylaws are incorporated herein by reference to Exhibit 2 to
Post-Effective Amendment No. 14.
(3) Not applicable.
(4) Not applicable.
(5) (a) Form of Investment Advisory Agreement between the Registrant and
First Bank National Association is incorporated by reference herein to
Exhibit 5(a) to Post-Effective Amendment No. 20.
(b) Form of Investment Advisory and Services Agreement, dated January
18, 1990, between the Registrant and First Bank National Association,
is incorporated herein by reference to Exhibit 5 to Post-Effective
Amendment No. 12.
(c) Amended Exhibit A dated June 1, 1993, to the Investment Advisory
and Services Agreement, dated January 18, 1990, between the Registrant
and First Bank National Association, is incorporated herein by
reference to Exhibit 5(b) to Post-Effective Amendment No. 17.
(6) (a) Form of Distribution Agreement and Service Agreement relating to
the Class B Shares between the Registrant and SEI Financial Services
Company is incorporated by reference herein to Exhibit 6(a) to
Post-Effective Amendment No. 20.
(b) Distribution Agreement, dated February 10, 1994, between the
Registrant and SEI Financial Services Company is incorporated by
reference herein to Exhibit 1(b) to Post-Effective Amendment No. 20.
(c) Distributor's Contract between Registrant and SEI Financial
Services Company, dated November 1, 1992 is incorporated herein by
reference to Exhibit 6(c) to Post-Effective Amendment No. 16.
(d) Amended Annex I dated June 1, 1993 to the Distributor's Contract
between Registrant and SEI Financial Services Company, dated November
1, 1992, is incorporated herein by reference to Exhibit 6(d) to
Post-Effective Amendment No. 17.
(7) Not applicable.
(8) Form of Custodian Agreement, dated September 20, 1993, between the
Registrant and First Trust National Association is incorporated by
reference herein to Exhibit 8 to Post-Effective Amendment No. 20.
(9) (a) Transfer Agent Agreement dated March 31, 1994, between the
Registrant and Supervised Service Company is incorporated by reference
herein to Exhibit 9(a) to Post-Effective Amendment No. 20.
(b) Form of Administration Agreement between Registrant and SEI
Financial Management Corporation is incorporated by reference herein to
Exhibit 9(b) to Post-Effective Amendment No. 20.
(c) Administrative Services Agreement between Registrant and SEI
Financial Management Corporation, dated November 1, 1992 is
incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 16.
(c) Fund Accounting and Shareholder Recordkeeping Agreement between
Registrant and SEI Financial Management Corporation, dated November 1,
1992 is incorporated herein by reference to Exhibit 6(c) to
Post-Effective Amendment No. 16.
(d) Exhibit A dated June 1, 1993 to the Administrative Services
Agreement between Registrant and SEI Financial Management Corporation,
dated November 1, 1992 is incorporated by reference to Exhibit 6(d) to
Post-Effective Amendment No. 17.
(10) (a) Opinion and Consent of Dorsey & Whitney P.L.L.P., dated January 26,
1982, is incorporated herein by reference to Exhibit 10(a) to
Pre-Effective Amendment No. 1.
(b) Opinion and Consent of William N. Koster, Esq., dated November 5,
1981, is incorporated herein by reference to Exhibit 10(b) to the
Registrant's Registration Statement.
*(11) (a) Consent of KPMG Peat Marwick.
(b) Opinion and Consent of Melissa R. Fogelberg, dated February 6,
1985, is incorporated herein by reference to Exhibit 11(b) to
Post-Effective Amendment No. 5.
(c) Opinion and Consent of Dorsey & Whitney P.L.L.P., dated November
25, 1991, is incorporated herein by reference to Exhibit 11(c) to
Post-Effective Amendment No. 15.
(12) Not applicable.
(13) Letter of Investment Intent, dated November 3, 1981, is incorporated
herein by reference to Exhibit 13 to the Registrant's Registration
Statement.
(14) Individual Retirement Plan Materials are incorporated herein by
reference to Exhibit 14 to Pre-Effective Amendment No. 2.
(15) (a) Form of Distribution Plan for Class A Shares is incorporated by
reference herein to Exhibit 15(a) to Post-Effective Amendment No. 20.
(b) Form of Distribution Plan for Class B Shares is incorporated by
reference herein to Exhibit 15(b) to Post-Effective Amendment No. 20.
(c) Form of Distribution Plan for Class D Shares is incorporated by
reference herein to Exhibit 15(c) to Post-Effective Amendment No. 20.
(d) Distribution Plan for Money Fund, Institutional Money Fund and
Institutional Government Fund is incorporated by reference herein to
Exhibit 15(b) to Post-Effective Amendment No. 20.
(a) Form of Plan of Distribution, dated January 18, 1990, is
incorporated herein by reference to Exhibit 15 to Post-Effective
Amendment No. 11.
(b) Form of 12b-1 Agreement between Registrant's Administrator and SEI
Financial Services Company is incorporated herein by reference to
Exhibit 15(b) to Post-Effective Amendment No. 15.
(16) Schedule for Computation of Performance Quotations is incorporated by
reference herein to Exhibit 16 to Post-Effective Amendment No. 20.
(17) Powers of Attorney, dated September 30, 1994 are incorporated by
reference herein to Exhibit 17 to Post-Effective Amendment No. 20.
*(18) Multiple Class Plan Pursuant to Rule 18f-3 adopted June 14, 1995.
- --------------
* Filed herewith
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The following table sets forth the number of holders of shares of each
series of First American Funds, Inc. as of October 31, 1994:
<TABLE>
<CAPTION>
Number of
Fund Title of Class Record Holders
---- -------------- --------------
<S> <C> <C>
Money Fund Common Stock 1,247
Institutional Money Fund Common Stock 13
Institutional Government Fund Common Stock 10
CT Treasury Fund Common Stock 4
CT Government Fund Common Stock 5
</TABLE>
ITEM 27. INDEMNIFICATION
The Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify such persons for such expenses and liabilities, in
such manner, under such circumstances, and to the full extent as permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended;
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereafter amended, and any rules, regulations, or releases promulgated
thereunder.
Section 302A.521 of the Minnesota Statutes, as now enacted, provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, settlements and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding if, with respect to the acts or omissions of the
person complained of in the proceeding, the person has not been indemnified by
another organization for the same judgments, penalties, fines, settlements, and
reasonable expenses incurred by the person in connection with the proceeding
with respect to the same acts or omissions; acted in good faith, received no
improper personal benefit, and the Minnesota Statutes dealing with directors'
conflicts of interest, if applicable, have been satisfied; in the case of a
criminal proceeding, had no reasonable cause to believe that the conduct was
unlawful; and reasonably believed that the conduct was in the best interests of
the corporation or, in certain circumstances, reasonably believed that the
conduct was not opposed to the best interests of the corporation.
The Registrant undertakes that no indemnification or advance will be
made unless it is consistent with Sections 17(h) or 17(i) of the Investment
Company Act of 1940, as now enacted or hereafter amended, and Securities and
Exchange Commission rules, regulations, and releases (including, without
limitation, Investment Company Act of 1940 Release No. 11330, September 2,
1980).
Insofar as the indemnification for liability arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information on the business of the Registrant's investment adviser,
First Bank National Association (the "Manager"), is described in the section of
each series' Statement of Additional Information, filed as part of this
Registration Statement, entitled "Investment Advisory and Other Services." The
directors and officers of the Manager are listed below, together with their
principal occupation or other positions of a substantial nature during the past
two fiscal years.
<TABLE>
<CAPTION>
Positions and Offices Other Positions and Offices
Name with the Manager and Principal Business Address
<S> <C> <C>
John F. Grundhofer Chairman, President and Chief Chairman, President and Chief
Executive Officer Executive Officer of First Bank System,
Inc. *
Richard A. Zona Director, Vice Chairman and Chief Vice Chairman and Chief Financial
Financial Officer Officer of First Bank Systems, Inc.*
William F. Farley Director and Vice Chairman Vice Chairman and Head of the
Distribution Group of First Bank System,
Inc.*
Philip G. Heasley Director and Executive Vice Vice Chairman and Head of the Product
President Group of First Bank System, Inc.*
Daniel C. Rohr Director and Executive Vice Executive Vice President Commercial
President Banking of First Bank System, Inc.*
J. Robert Hoffmann Director and Executive Vice Executive Vice President Credit
President Administration of First Bank System,
Inc.*
Michael J. O'Rourke Director, Executive Vice Executive Vice President, Secretary
President and Secretary and General Counsel of First Bank
System, Inc.*
- -------------------
* Address: 601 Second Avenue South, First Bank Place East, Minneapolis, Minnesota 55402
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS:
(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently
distributing securities of the Registrant also acts as a
principal underwriter, distributor or investment adviser:
Registrant's distributor, SEI Financial Services
Company ("SFS") acts as distributor for SEI Liquid Asset
Trust, SEI Cash + Plus Trust, SEI Tax Exempt Trust, SEI Index
Funds, SEI International Trust, The Capitol Mutual Funds,
Compass Capital Group, FFB Lexicon Funds, The Advisors' Inner
Circle Fund, The Pillar Funds, CUFund, STI Classic Funds,
CoreFunds, Inc., The Arbor Fund, 1784 Funds, Marquis Funds and
Morgan Grenfall Investment Trust pursuant to distribution
agreements dated November 29, 1982, July 15, 1982, December 3,
1982, July 10, 1985, August 30, 1988, April 20, 1990, July 1,
1990, March 8, 1991, October 18, 1991, November 14, 1991,
February 28, 1992, May 1, 1992, May 28, 1992 and October 31,
1992, January 28, 1993, June 1, 1992, August 17, 1993 and
January 3, 1994 respectively.
SFS provides numerous financial services to
investment managers, pension plan sponsors, and bank trust
departments. These services include portfolio evaluation,
performance measurement, and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement
of securities transactions ("MarketLink").
(b) Furnish the information required by the following table with
respect to each director, officer or partner of each principal
underwriter named in the answer to Item 21 of Part B. Unless
otherwise noted, the business address of each director or
officer is 680 East Swedesford Road, Wayne, Pennsylvania
19087.
<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
NAME OFFICES WITH UNDERWRITER OFFICES WITH REGISTRANT
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief --
Executive Officer
Henry H. Greer Director, President & Chief --
Operating Officer
Carmen V. Romeo Director, Executive Treasurer &
Vice President & Treasurer Assistant Secretary
Gilbert L. Beebower Executive Vice President --
Carl A. Guarino Senior Vice President --
Richard B. Lieb Executive Vice President --
Charlie Marsh Executive Vice President --
-- Capital Resources Division
Donal Botkin Senior Vice President --
Leo J. Dolan, Jr. Senior Vice President --
Peter Giegoldt Senior Vice President --
Jerome Hickey Senior Vice President --
David Lee Senior Vice President President
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steve Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, Vice President &
General Counsel & Secretary Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Ward Curtis Managing Director --
Jeff Drennan Managing Director --
Victor Galef Managing Director --
Michael Howard Managing Director --
Lawrence Hutchison Managing Director --
Kim Kirk Managing Director --
John Krzeminski Managing Director --
Carolyn McLaurin Managing Director --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Robert S. Ludwig Team Leader --
Vicki Rainsford Team Leader --
Chris Schwartz Team Leader --
Robert Aller Vice President --
Charles Baker Vice President --
Steve Bendinelli Vice President --
Gordon W. Carpenter Vice President --
Robert B. Carroll Vice President & Vice President &
Assistant Secretary Assistant Secretary
Ed Daly Vice President --
Lucinda Duncalte Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
Matt Mille Vice President --
David O'Donovan Vice President --
Sandra K. Orlow Vice President & Vice President &
Assistant Secretary Assistant Secretary
Kim Rainey Vice President --
David Ray Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Kathryn L. Stanton Vice President & Vice President &
Assistant Secretary Assistant Secretary
Joseph Velez Vice President --
David Wheeler Vice President --
William Zawaski Vice President --
James Dougherty Director, Brokerage Services --
</TABLE>
(c) Information on the compensation of the Distributor is
described in the section of each series' Statement of
Additional Information, filed as part of this Registration
Statement, entitled "Investment Advisory and Other Services."
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are maintained by SEI Financial Services Company, 680 East Swedesford
Road, Wayne, Pennsylvania 19087.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
Registrant undertakes to call a meeting of Shareholders for the purpose
of voting upon the question of removal of a Director(s) when requested in
writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to Shareholder
communications.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 21 to its Registration Statement No. 2-74747 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wayne, and Commonwealth of Pennsylvania, on the 6th day of July, 1995.
FIRST AMERICAN FUNDS, INC.
/s/ David Lee_________
By David Lee, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacity on the dates indicated.
Signature Title Date
/s/ Stephen G. Meyer Controller (Principal July 6, 1995
Stephen G. Meyer Financial and
Accounting Officer)
*
Welles B. Eastman Director July 6, 1995
*
Irving D. Fish Director July 6, 1995
*
Leonard W. Kedrowski Director July 6, 1995
*
Joseph D. Strauss Director July 6, 1995
*
Virginia L. Stringer Director July 6, 1995
*
Gae B. Veit Director July 6, 1995
* /s/ David Lee
David Lee
Attorney in Fact
FIRST AMERICAN FUNDS, INC.
EXHIBIT INDEX
Sequential
Page
Exhibit Number
(11)(a) Consent of KPMG Peat Marwick...................... 11
18 Multiple Class Plan Pursuant to Rule 18F-3 adopted
June 14, 1995..................................... 12
EXHIBIT 11(a)
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Independent Auditors' Consent
The Board of Directors
First American Funds, Inc.:
We consent to the use of our report dated November 4, 1994 incorporated herein
by reference and to the references to our Firm under the headings "FINANCIAL
HIGHLIGHTS" in Part A and "Custodian; Administrator; Transfer Agent; Counsel;
Accountants" in Part B of the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 6, 1995
EXHIBIT 18
FIRST AMERICAN FUNDS, INC.
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
ADOPTED JUNE 14, 1995
I. PREAMBLE.
Each of the funds listed below (each a "Fund," and collectively the
"Funds"), each a portfolio of First American Funds, Inc. (the "Company"), has
elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act") in offering multiple classes of shares in each Fund:
Prime Obligations Fund Government Obligations Fund
Treasury Obligations Fund
This Plan sets forth the differences among classes of shares of the Funds,
including distribution arrangements, shareholder services, expense allocations,
conversion and exchange options, and voting rights.
II. ATTRIBUTES OF SHARE CLASSES.
The attributes of each existing class of the existing Funds (i.e.,
Class A [Retail A], Class B [Retail B], Class C [Institutional] and Class D
[Corporate Trust] with respect to Prime Obligations Fund, and Class C
[Institutional] and Class D [Corporate Trust] with respect to Treasury
Obligations Fund and Government Obligations Fund), with respect to distribution
arrangements, shareholder services, and conversion and exchange options shall be
as set forth in the following materials:
A. Retail Class Prospectus of Prime Obligations Funds dated January
20, 1995 (with respect to the Class A and Class B shares of such
Fund).
B. Institutional Class Prospectus of the three respective Funds
dated January 20, 1995 (with respect to the Class C shares of
each such Fund).
C. Corporate Trust Class Prospectus of the three respective Funds
dated January 20, 1995 (with respect to the Class D shares of
each such Fund).
D. Statement of Additional Information of the respective Funds dated
January 20, 1995.
E. Class A Plan of Distribution in the form reapproved by the Board
of Directors on December 7, 1994 (with respect to the Class A
shares of Prime Obligations Fund).
F. Class B Plan of Distribution in the form reapproved by the Board
of Directors on December 7, 1994 (with respect to the Class B
shares of Prime Obligations Fund).
G. Class B Service Plan in the form reapproved by the Board of
Directors on December 7, 1994 (with respect to the Class B shares
of Prime Obligations Fund).
H. Class D Plan of Distribution in the form reapproved by the Board
of Directors on December 7, 1994 (with respect to the Class D
shares of each of the Funds).
Expenses of such existing classes of the Funds shall continue to be allocated in
the manner set forth in III below. Each such existing class shall have exclusive
voting rights on any matter submitted to shareholders that relates solely to its
arrangement and shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class.
III. EXPENSE ALLOCATIONS.
Expenses of the existing classes of the existing Funds shall be
allocated as follows:
A. Distribution fees and service fees relating to the respective
classes of shares, as set forth in the materials referred to in
II above, shall be borne exclusively by the classes of shares to
which they relate.
B. Except as set forth in A above, expenses of the Funds shall be
borne at the Fund level and shall not be allocated on a class
basis.
Unless and until this Plan is amended to provide otherwise, the
methodology and procedures for calculating the net asset value of the respective
classes of shares of the Funds and the allocation of income and expenses among
the respective classes shall be as set forth in the "SEI Financial Management
Corporation -- Multi-Class Accounting Methodology" and "Report" dated February
10, 1995 rendered by Arthur Andersen L.L.P.
The foregoing allocations shall in all cases be made in a manner
consistent with the Company's private letter ruling from the Internal Revenue
Service with respect to multiple classes of shares.
IV. AMENDMENT OF PLAN; PERIODIC REVIEW.
A. New Funds and New Classes. With respect to any new portfolio of the
Company created after the date of this Plan and any new class of shares of the
existing Funds created after the date of this Plan, the Board of Directors of
the Company shall approve amendments to this Plan setting forth the attributes
of the classes of shares of such new portfolio or of such new class of shares.
B. Material Amendments and Periodic Reviews. The Board of Directors of
the Company, including a majority of the independent directors, shall
periodically review this Plan for its continued appropriateness and shall
approve any material amendment of this Plan as it relates to any class of any
Fund covered by this Plan.
