1933 Act Registration No. 333-33261
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)
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Exact name of Registrant as Specified in Charter:
FIRST AMERICAN INVESTMENT 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. James D. Alt, 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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PART A
Incorporated by reference to the Registration Statement on Form N-14, File No.
333-33261, filed August 8, 1997.
PART B
Incorporated by reference to the Registration Statement on Form N-14, File No.
333-33261, filed August 8, 1997.
PART C
ITEM 15. INDEMNIFICATION.
Incorporated by reference to the Registration Statement on Form N-14, File
No. 333-33261, filed on August 8, 1997.
ITEM 16. EXHIBITS.
(1) Articles of Incorporation, as amended and supplemented through
October 1997. (Incorporated by reference to Exhibit (1) to
Post-Effective Amendment No. 31 to the Registrant's Registration
Statement on Form N-1A, File No. 33-16905.)
(2) Bylaws, as amended through October 1997. (Incorporated by reference
to Exhibit (2) to Post-Effective Amendment No. 31 to the
Registrant's Registration Statement on Form N-1A, File No.
33-16905.)
(3) Not Applicable.
(4) Agreement and Plan of Reorganization. (Incorporated by reference to
Exhibit A to the Prospectus/Proxy Statement included in Part A of
the Registration Statement on Form N-14, File No. 333-33261, filed
on August 8, 1997.)
(5) Not Applicable.
(6) (a) Investment Advisory Agreement dated April 2, 1991, between
Registrant and First Bank National Association, as amended and
supplemented through August 1994. (Incorporated by reference
to Exhibit (5)(a) to Post-Effective Amendment No. 21 to the
Registrant's Registration Statement on Form N-1A, File No. 33-
16905 (the "Post-Effective Amendment No. 21").)
(b) Amendment No. 5 to Exhibit A to Investment Advisory Agreement.
(Incorporated by reference to Exhibit (5)(b) to Post-
Effective Amendment No. 24 to the Registrant's Registration
Statement on Form N-1A, File No. 33-16905.)
(c) Sub-Advisory Agreement relating to the International Fund
between First Bank National Association and Marvin & Palmer
Associates, Inc. (Incorporated by reference to Exhibit (5)(b)
to the Post-Effective Amendment No. 21.)
(d) Amendment No. 6 to Exhibit A to Investment Advisory Agreement.
(Incorporated by reference to Exhibit (5)(d) to Post-
Effective Amendment No. 27 to the Registrant's Registration
Statement on Form N-1A, File No. 33-16905.)
(7) (a) Distribution Agreement [Class A and Class C] dated February
10, 1994 between Registrant and SEI Financial Services
Company. (Incorporated by reference to Exhibit (6)(a) to the
Post-Effective Amendment No. 21.)
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(b) Distribution and Service Agreement [Class B] dated August 1,
1994, as amended September 14, 1994 between Registrant and SEI
Financial Services Company. (Incorporated by reference to
Exhibit (6)(b) to the Post-Effective Amendment No. 21.)
(c) Form of Dealer Agreement. (Incorporated by reference to
Exhibit (6)(c) to the Post-Effective Amendment No. 21.)
(8) Not Applicable.
(9) (a) Custodian Agreement dated September 20, 1993, between
Registrant and First Trust National Association, as
supplemented through August 1994. (Incorporated by reference
to Exhibit (8) to Post-Effective Amendment No. 18 to the
Registrant's Registration Statement on Form N-1A, File No.
33-16905.)
(b) Compensation Agreement dated as of June 1, 1995, pursuant to
Custodian Agreement. (Incorporated by reference to Exhibit
(8)(b) to Post-Effective Amendment No. 24 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(c) Compensation Agreement dated as of June 1, 1997, pursuant to
Custodian Agreement. (Incorporated by reference to Exhibit
(8)(c) to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(10) (a) Form of Distribution Plan [Class A] shares. (Incorporated by
reference to Exhibit (15)(a) to the Post-Effective Amendment
No. 21.)
(b) Class B Distribution Plan. (Incorporated by reference to
Exhibit (15)(b) to the Post-Effective Amendment No. 21.)
(c) Service Plan [Class B]. (Incorporated by reference to Exhibit
(15)(c) to the Post-Effective Amendment No. 21.)
(d) Multiple Class Plan Pursuant to Rule 18f-3. (Incorporated by
reference to Exhibit (18) to Post-Effective Amendment No. 23
to the Registrant's Registration Statement on Form N-1A, File
No. 33-16905.)
(11) Opinion and Consent of Dorsey & Whitney LLP with respect to the
legality of the securities being registered. (Incorporated by
reference to Exhibit 11 to the Registration Statement on Form N-14,
filed on August 8, 1997.)
*(12) (a) Opinion and Consent of Dorsey & Whitney LLP with respect to
tax matters.
(13) (a) Administration Agreement dated as of January 1, 1995 between
Registrant and SEI Financial Management Corporation.
(Incorporated by reference to Exhibit (9)(a) to Post-Effective
Amendment No. 23 to the Registrant's Registration Statement on
Form N-1A, File No. 33-16905.)
(b) Transfer Agent Agreement dated as of March 31, 1994 between
Registrant and Supervised Service Company, Inc. [superseded]
(Incorporated by reference to Exhibit (9)(a) to Post-Effective
Amendment No. 23 to the Registrant's Registration Statement on
Form N-1A, File No. 33-16905.)
(c) Assignment Transfer Agency Agreement to DST Systems, Inc.
[superseded] (Incorporated by reference to Exhibit (9)(c) to
Post-Effective Amendment No. 24 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(d) Form of Transfer Agency Agreement dated as of October 1, 1996,
between Registrant and DST Systems, Inc. (Incorporated by
reference to Exhibit (9)(d) to Post-Effective
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Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A, File No. 33-16905.)
(e) Sub-Administration Agreement dated July 1, 1997 between SEI
and First Bank National Association. (Incorporated by
reference from Exhibit 9(e) to Post-Effective Amendment No. 31
to the Registrant's Registration Statement on Form N-1A, File
No. 33-16905.)
(f) Amended and Restated Administration Agreement dated July 1,
1997 by and between Registrant and SEI Investments Management
Corporation. (Incorporation by reference from Exhibit 9(f) to
Post-Effective Amendment No. 31 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(g) Agreement dated July 1, 1997 between First Bank National
Association and SEI Investments Management Corporation.
(Incorporation by reference from Exhibit 9(g) to
Post-Effective Amendment No. 31 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(h) Agreement dated July 1, 1997 between First Bank National
Association and SEI Investments Management Corporation.
(Incorporated by reference from Exhibit 9(h) to Post-Effective
Amendment No. 31 to the Registrant's Registration Statement on
Form N-1A, File No. 33-16905.)
(14) (a) Consent of KPMG Peat Marwick LLP. (Incorporated by reference
to Exhibit 14 to the Registration Statement on Form N-14,
filed on August 8, 1997.)
(15) Not Applicable.
(16) Powers of Attorney of Directors signing the Registration Statement.
(Incorporated by reference to Exhibit 16 to the Registration
Statement on Form N-14, filed on August 8, 1997.)
(17) (a) Rule 24f-2 Election of Registrant. (Incorporated by reference
to Exhibit 17(a) to the Registration Statement on Form N-14,
filed on August 8, 1997.)
(b) Form of Proxy Card. (Incorporated by reference to Exhibit
17(b) to the Registration Statement on Form N-14, filed on
August 8, 1997.)
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* 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.
(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.
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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. 333-33261 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 INVESTMENT FUNDS, INC.
ATTEST: /s/Stephen G. Meyer By: /s/Kathryn L. Stanton
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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
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/s/Stephen G. Meyer Controller (Principal **
- ------------------------------ Financial and Accounting
Stephen G. Meyer Officer)
* Director **
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Robert J. Dayton
* Director **
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Andrew M. Hunter III
* Director **
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Leonard W. Kedrowski
* Director **
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Robert L. Spies
* Director **
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Joseph D. Strauss
* Director **
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Virginia L. Stringer
Director **
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Roger A. Gibson
*By: /s/Kathryn L. Stanton
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Kathryn L. Stanton
Attorney in Fact
** December 5, 1997
Exhibit 12
[Letterhead of Dorsey & Whitney LLP]
November 21, 1997
First American Investment Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
Ladies and Gentlemen:
We have acted as counsel to First American Investment Funds,
Inc. ("FAIF") in connection with the proposed acquisition of all of the assets
and all of the liabilities of Asset Allocation Fund (the "Acquired Fund"), a
separately managed series of FAIF, by Balanced Fund (the "Acquiring Fund"), a
separately managed series of FAIF, pursuant to an Agreement and Plan of
Reorganization dated as of September 1, 1997, by and between the Acquired Fund
and the Acquiring Fund (the "Agreement").
You have asked for 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 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
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November 21, 1997
Page 2
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 Directors of FAIF has determined that the Reorganization
will provide certain benefits to the Acquiring Fund and the Acquired Fund and is
in the best interests of each fund and its respective shareholders. In approving
the Reorganization, the Board considered, among other things, the following
factors: (1) the advantages which may be realized by the Acquired Fund and the
Acquiring Fund, consisting of a potentially reduced expense ratio before
waivers, economies of scale resulting from fund growth, and facilitation of
portfolio management. The Board noted in this regard that the Acquiring Fund,
with its much larger asset base and resulting economies of scale, has a
significantly lower expense ratio before fee waivers than does the smaller
Acquired Fund, and it is expected that holders of the Acquired Fund will benefit
from this lower expense ratio; (2) the terms and conditions of the Plan,
including that (a) the exchange of Acquired Fund shares for Acquiring Fund
shares will take place on a net asset value basis; (b) no sales charge will be
incurred by Acquired Fund shareholders in connection with their acquisition of
Acquiring Fund shares in the Reorganization; and (c) the condition to closing
that the Adviser or an affiliate of the Adviser pay any unamortized
organizational expenses on the books of the Acquired Fund; (3) the agreement of
the Adviser to bear the costs associated with the Reorganization; (4) the fact
that the advisory fee, Rule 12b-1 fees and sales charges would remain constant
for Acquired Fund shareholders; (5) the Acquiring Fund's agreements that (a) the
former holders of Acquired Fund Class B shares who receive Acquiring Fund Class
B shares in the Reorganization would receive credit for the period during which
they held such Acquired Fund Shares in applying the six-year step-down of the
contingent deferred sales charges on Acquiring Fund Class B shares and in
determining the date upon which such shares convert to Acquiring Fund Class A
shares, and (b) in applying the 24-month 1% deferred sales charge on purchases
of Class A shares with respect to which the front-end sales charge was waived,
credit will be given for the period a former Acquired fund shareholder who is
subject to such a deferred sales charge held his or her shares; and (6) the fact
that in no event will the holders of Acquired Fund shares become subject to a
less advantageous total expense "cap" as a result of the Reorganization.
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November 21, 1997
Page 3
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 FAIF in a Certificate dated as of November 21, 1997, representations made by
U.S. Bank National Association in a Certificate dated as of 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;
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November 21, 1997
Page 4
(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 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; 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.
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 About the 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
