1933 Act Registration No. 333-52951
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1998
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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 INVESTMENT FUNDS, INC.
Area Code and Telephone Number:
(610) 254-1924
Address of Principal Executive Offices:
Oaks, Pennsylvania 19456
Name and Address of Agent for Service:
James R. Foggo
c/o SEI Investments Company
Oaks, Pennsylvania 19456
COPIES TO:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney LLP
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.
333-52951, filed May 18, 1998.
PART B
Incorporated by reference to the Registration Statement on Form N-14, File No.
333-52951, filed May 18, 1998.
PART C
ITEM 15. INDEMNIFICATION.
Incorporated by reference to the Registration Statement on Form N-14,
File No. 333-52951, filed May 18, 1998.
ITEM 16. EXHIBITS.
(1) Articles of Incorporation, as amended and supplemented through
March 30, 1998. (Incorporated by reference to Exhibit (1) to
Post-Effective Amendment No. 36 to the Registrant's Registration
Statement on Form N-1A, File No. 33-16905.)
(2) Bylaws, as amended through February 23, 1998. (Incorporated by
reference to Exhibit (2) to Post-Effective Amendment No. 36 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 Appendix III to the Prospectus/Proxy Statement included in Part
A of the Registration Statement on Form N-14, File No. 333-52951,
filed May 18, 1998.)
(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. 8 to Exhibit A to Investment Advisory
Agreement. (Incorporated by reference to Exhibit (5)(c) to
Post-Effective Amendment No. 34 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(c) Supplement dated July 24, 1998, to Investment Advisory
Agreement dated April 2, 1991, with respect to Strategic
Income Fund. (Incorporated by reference to Exhibit 5(c) to
Post-Effective Amendment No. 38 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(d) Supplement dated July 23, 1998, to Investment Advisory
Agreement dated April 2, 1991, with respect to the Emerging
Markets Funds. (Incorporated by reference to Exhibit 5(d)
to Post-Effective Amendment No. 39 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(e) Sub-Advisory Agreement dated March 28, 1994, between First
Bank National Association and Marvin & Palmer Associates,
Inc., with respect to International Fund. (Incorporated by
reference to Exhibit 5(b) to Post-Effective Amendment No.
21 to the Registrant's Registration Statement on Form N-1A,
File No. 33-16905.)
(f) Sub-Advisory Agreement dated July 23, 1998, between U.S.
Bank National Association and Marvin & Palmer Associates,
Inc., with respect to Emerging Markets Fund. (Incorporated
<PAGE>
by reference to Exhibit 5(f) to Post-Effective Amendment
No. 39 to the Registrant's Registration Statement on Form
N-1A, File No. 33-16905.)
(g) Sub-Advisory Agreement dated July 24, 1998, between U.S.
Bank National Association and Federated Global Research
Corp., with respect to Strategic Income Fund. (Incorporated
by reference to Exhibit 5(g) to Post-Effective Amendment
No. 39 to the Registrant's Registration Statement on Form
N-1A, File No. 33-16905.)
(h) Sub-Advisory Agreement dated July 24, 1998, between U.S.
Bank National Association and Federated Investment
Counseling, with respect to Strategic Income Fund.
(Incorporated by reference to Exhibit 5(h) to
Post-Effective Amendment No. 39 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(i) Amendment No. 1 to Sub-Advisory Agreement. (Incorporated by
reference to Exhibit 5(d) to Post-Effective Amendment No.
34 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.)
(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) Supplemental dated March 15, 1994 to Custodian Agreement
dated September 20, 1993. (Incorporated by reference to
Exhibit 8(b) to Post Effective Amendment No. 40 to the
Registrant's Registration Statement on Form N-1A, File No.
33-16905.)
(c) Further supplement dated November 21, 1997, with respect to
International Index Fund, on July 23, 1998 with respect to
Strategic Income Fund and Emerging Markets Fund, to
Custodian Agreement dated September 20, 1993. (Incorporated
by reference to Exhibit 8(e) to Post-Effective Amendment
No. 39 to the Registrant's Registration Statement Form
N-1A, File No. 33-16905.)
(d) Compensation Agreement dated as of July 23, 1998, pursuant
to Custodian Agreement. (Incorporated by reference to
Exhibit (8)(b) to Post-Effective Amendment No. 38 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.)
<PAGE>
(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, File No. 333-52951, filed on April 15, 1998.)
*(12) (a) Opinion and Consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of American
Government Income Fund Inc. with and into FAIF Fixed Income
Fund.
(b) Opinion and Consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of American
Government Income Portfolio, Inc. with and into FAIF Fixed
Income Fund.
(c) Opinion and Consent of Dorsey & Whitney LLP with respect to
tax matters relating to the reorganization of American
Opportunity Income Fund Inc. with and into FAIF Fixed
Income Fund.
(13) (a) Amended and Restated Administration Agreement dated as of
July 1, 1997 between Registrant and SEI Investments
Management Corporation. (Incorporated by reference to
Exhibit (9)(f) to Post-Effective Amendment No. 31 to the
Registrant's Registration Statement on Form N-1A, File No.
33-16905.)
(b) Sub-Administration Agreement effective January 1, 1998, by
and between SEI Investments Management Corporation and
First Bank National Association. (Incorporated by reference
to Exhibit 9(e) to Post Effective Amendment No. 31 to the
Registrant's Registration Statement on Form N-1A, File No.
33-16905.)
(c) 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 Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A, File No. 33-16905.)
(d) Shareholders Account Servicing Agreement dated October 1,
1998 between the Registrant and U.S. Bank National
Association. (Incorporation by reference from Exhibit 9(d)
to Post-Effective Amendment No. 39 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(a) to the Registration Statement on
Form N-14, File No. 333-52951, filed on May 18, 1998.)
(b) Consent of KPMG Peat Marwick LLP. (Incorporated by
reference to Exhibit 14(b) to the Registration Statement on
Form N-14, File No. 333-52951, filed on May 18, 1998.)
(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, File No. 333-52951, filed on
May 18, 1998.)
(17) (a) Rule 24f-2 Election of Registrant. (Incorporated by
reference to Exhibit 17(a) to the Registration Statement on
Form N-14, File No. 333-52951, filed on May 18, 1998.)
(b) Form of Proxy Card. (Incorporated by reference to Exhibit
17(b) to the Registration Statement on Form N-14, File No.
333-52951, filed on May 18, 1998.)
- ------------------------------
* 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
<PAGE>
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.
<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. 333-52951 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oaks, Commonwealth of Pennsylvania, on the 22nd day
of October, 1998.
FIRST AMERICAN INVESTMENT FUNDS, INC.
ATTEST: /s/ Michael G. Beattie By: /s/ James R. Foggo
--------------------------------- ----------------------------------
Michael G. Beattie James R. Foggo
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/ Michael G.Beattie Controller (Principal **
- --------------------------------- Financial and Accounting
Michael G. Beattie 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
** October 22, 1998
Exhibit 12(a)
[letterhead of Dorsey & Whitney LLP]
August 28, 1998
First American Investment Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
American Government Income Fund Inc.
222 South Ninth St.
Minneapolis, Minnesota 55402
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 American Government Income Fund Inc. ("Acquired
Fund"), by Fixed Income Fund ("Acquiring Fund"), a separately managed series of
FAIF, pursuant to an Agreement and Plan of Reorganization dated as of June 22,
1998, by and between the Acquired Fund and FAIF on behalf of the Acquiring Fund
(the "Agreement").
FAIF has asked us to render to it and to Acquired Fund our opinion
concerning certain federal income tax consequences of the exchange of Acquiring
Fund shares for the assets and liabilities of Acquired Fund and the distribution
of such shares to Acquired Fund shareholders upon liquidation of 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 May 18,
1998, 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 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 Acquired Fund as of the Effective Time will be exchanged for
shares of common stock of Acquiring Fund having an aggregate net asset value
equal to the net value of the assets of Acquired Fund at the Effective Time. All
Acquiring Fund shares then held by
<PAGE>
August 28, 1998
Page 2
Acquired Fund, representing all of the assets of Acquired Fund, will be
distributed to Acquired Fund shareholders pursuant to the Agreement in a
liquidating distribution and all of the issued and outstanding shares of
Acquired Fund at the Effective Time shall be redeemed and cancelled on the books
of Acquired Fund. In the distribution, each Acquired Fund shareholder will
receive Acquiring Fund shares of a class corresponding to the class of shares
that he or she held in 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
Acquired Fund by Acquiring Fund is being undertaken because the Board of
Directors of Acquired Fund has determined that the Reorganization will provide
certain benefits to Acquired Fund and is in the best interests of Acquired Fund
and its shareholders. In approving the Reorganization, the Board considered,
among other things, the following factors: (i) the potential effect of the
Reorganization on the shareholders of Acquired Fund; (ii) the investment
management capabilities of U.S. Bank National Association, adviser to Acquired
Fund and Acquiring Fund ("USBNA"); (iii) the capabilities of the administrator,
distributor, and other service providers to the FAIF Funds; (iv) the systems
capabilities of USBNA to provide shareholder servicing, reporting and systems
integration with related programs for Acquired Fund shareholders; (v) the
distribution channels used and to be used by Acquiring Fund; (vi) the investment
advisory and other fees paid by Acquiring Fund, and the historical and projected
expense ratios of Acquiring Fund as compared to those of Acquired Fund; (vii)
the investment objectives, policies and limitations of Acquiring Fund and their
relative compatibility with those of Acquired Fund; (viii) the historical
investment performance records of Acquiring Fund and Acquired Fund; (ix) the
prospects for asset growth and market viability of Acquired Fund and Acquiring
Fund; (x) 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; and(xi) the effect on Acquired Fund shareholders
of a change from a closed-end investment company to a series of an open-end
investment company.
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
<PAGE>
August 28, 1998
Page 3
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 August 28, 1998, representations made by Acquired Fund in a
Certificate dated August 28, 1998, representations made by USBNA in a
Certificate dated August 28, 1998, 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 Acquiring Fund and
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 Acquired Fund which
are distributed by 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) Acquired Fund will recognize no income, gain or loss by
reason of the Reorganization;
<PAGE>
August 28, 1998
Page 4
(v) Acquiring Fund will recognize no income, gain or loss by
reason of the Reorganization;
(vi) the tax basis of the assets received by Acquiring Fund
pursuant to the Reorganization will be the same as the basis
of those assets in the hands of Acquired Fund as of the
Effective Time;
(vii) the holding period of the assets received by Acquiring Fund
pursuant to the Reorganization will include the period during
which such assets were held by Acquired Fund, provided that
Acquired Fund held such assets as capital assets as of the
Effective Time; and
(viii) Acquiring Fund will succeed to and take into account the
earnings and profits, or deficit in earning and profits, of
Acquired Fund as of the Effective Time.
The foregoing opinion is being furnished to FAIF and Acquired Fund
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]
August 28, 1998
First American Investment Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
American Government Income Portfolio, Inc.
222 South Ninth St.
Minneapolis, Minnesota 55402
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 American Government Income Portfolio, Inc. ("Acquired
Fund"), by Fixed Income Fund ("Acquiring Fund"), a separately managed series of
FAIF, pursuant to an Agreement and Plan of Reorganization dated as of June 22,
1998, by and between the Acquired Fund and FAIF on behalf of the Acquiring Fund
(the "Agreement").
FAIF has asked us to render to it and to Acquired Fund our opinion
concerning certain federal income tax consequences of the exchange of Acquiring
Fund shares for the assets and liabilities of Acquired Fund and the distribution
of such shares to Acquired Fund shareholders upon liquidation of 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 May 18,
1998, 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 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 Acquired Fund as of the Effective Time will be exchanged for
shares of common stock of Acquiring Fund having an aggregate net asset value
equal to the net value of the assets of Acquired Fund at the Effective Time. All
Acquiring Fund shares then held by Acquired Fund, representing all of the assets
of Acquired Fund, will be distributed to
<PAGE>
August 28, 1998
Page 2
Acquired Fund shareholders pursuant to the Agreement in a liquidating
distribution and all of the issued and outstanding shares of Acquired Fund at
the Effective Time shall be redeemed and cancelled on the books of Acquired
Fund. In the distribution, each Acquired Fund shareholder will receive Acquiring
Fund shares of a class corresponding to the class of shares that he or she held
in 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
Acquired Fund by Acquiring Fund is being undertaken because the Board of
Directors of Acquired Fund has determined that the Reorganization will provide
certain benefits to Acquired Fund and is in the best interests of Acquired Fund
and its shareholders. In approving the Reorganization, the Board considered,
among other things, the following factors: (i) the potential effect of the
Reorganization on the shareholders of Acquired Fund; (ii) the investment
management capabilities of U.S. Bank National Association, adviser to Acquired
Fund and Acquiring Fund ("USBNA"); (iii) the capabilities of the administrator,
distributor, and other service providers to the FAIF Funds; (iv) the systems
capabilities of USBNA to provide shareholder servicing, reporting and systems
integration with related programs for Acquired Fund shareholders; (v) the
distribution channels used and to be used by Acquiring Fund; (vi) the investment
advisory and other fees paid by Acquiring Fund, and the historical and projected
expense ratios of Acquiring Fund as compared to those of Acquired Fund; (vii)
the investment objectives, policies and limitations of Acquiring Fund and their
relative compatibility with those of Acquired Fund; (viii) the historical
investment performance records of Acquiring Fund and Acquired Fund; (ix) the
prospects for asset growth and market viability of Acquired Fund and Acquiring
Fund; (x) 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; and(xi) the effect on Acquired Fund shareholders
of a change from a closed-end investment company to a series of an open-end
investment company.
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>
August 28, 1998
Page 3
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 August 28, 1998, representations made by Acquired Fund in a
Certificate dated August 28, 1998, representations made by USBNA in a
Certificate dated August 28, 1998, 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 Acquiring Fund and
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 Acquired Fund which
are distributed by 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) Acquired Fund will recognize no income, gain or loss by
reason of the Reorganization;
(v) Acquiring Fund will recognize no income, gain or loss by
reason of the Reorganization;
<PAGE>
August 28, 1998
Page 4
(vi) the tax basis of the assets received by Acquiring Fund
pursuant to the Reorganization will be the same as the basis
of those assets in the hands of Acquired Fund as of the
Effective Time;
(vii) the holding period of the assets received by Acquiring Fund
pursuant to the Reorganization will include the period during
which such assets were held by Acquired Fund, provided that
Acquired Fund held such assets as capital assets as of the
Effective Time; and
(viii) Acquiring Fund will succeed to and take into account the
earnings and profits, or deficit in earning and profits, of
Acquired Fund as of the Effective Time.
The foregoing opinion is being furnished to FAIF and Acquired Fund
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]
August 28, 1998
First American Investment Funds, Inc.
c/o SEI Corporation
Oaks, Pennsylvania 19456
American Opportunity Income Fund Inc.
222 South Ninth St.
Minneapolis, Minnesota 55402
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 American Opportunity Income Fund Inc. ("Acquired
Fund"), by Fixed Income Fund ("Acquiring Fund"), a separately managed series of
FAIF, pursuant to an Agreement and Plan of Reorganization dated as of June 22,
1998, by and between the Acquired Fund and FAIF on behalf of the Acquiring Fund
(the "Agreement").
FAIF has asked us to render to it and to Acquired Fund our opinion
concerning certain federal income tax consequences of the exchange of Acquiring
Fund shares for the assets and liabilities of Acquired Fund and the distribution
of such shares to Acquired Fund shareholders upon liquidation of 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 May 18,
1998, 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 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 Acquired Fund as of the Effective Time will be exchanged for
shares of common stock of Acquiring Fund having an aggregate net asset value
equal to the net value of the assets of Acquired Fund at the Effective Time. All
Acquiring Fund shares then held by
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August 28, 1998
Page 2
Acquired Fund, representing all of the assets of Acquired Fund, will be
distributed to Acquired Fund shareholders pursuant to the Agreement in a
liquidating distribution and all of the issued and outstanding shares of
Acquired Fund at the Effective Time shall be redeemed and cancelled on the books
of Acquired Fund. In the distribution, each Acquired Fund shareholder will
receive Acquiring Fund shares of a class corresponding to the class of shares
that he or she held in 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
Acquired Fund by Acquiring Fund is being undertaken because the Board of
Directors of Acquired Fund has determined that the Reorganization will provide
certain benefits to Acquired Fund and is in the best interests of Acquired Fund
and its shareholders. In approving the Reorganization, the Board considered,
among other things, the following factors: (i) the potential effect of the
Reorganization on the shareholders of Acquired Fund; (ii) the investment
management capabilities of U.S. Bank National Association, adviser to Acquired
Fund and Acquiring Fund ("USBNA"); (iii) the capabilities of the administrator,
distributor, and other service providers to the FAIF Funds; (iv) the systems
capabilities of USBNA to provide shareholder servicing, reporting and systems
integration with related programs for Acquired Fund shareholders; (v) the
distribution channels used and to be used by Acquiring Fund; (vi) the investment
advisory and other fees paid by Acquiring Fund, and the historical and projected
expense ratios of Acquiring Fund as compared to those of Acquired Fund; (vii)
the investment objectives, policies and limitations of Acquiring Fund and their
relative compatibility with those of Acquired Fund; (viii) the historical
investment performance records of Acquiring Fund and Acquired Fund; (ix) the
prospects for asset growth and market viability of Acquired Fund and Acquiring
Fund; (x) 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; and(xi) the effect on Acquired Fund shareholders
of a change from a closed-end investment company to a series of an open-end
investment company.
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
<PAGE>
August 28, 1998
Page 3
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 August 28, 1998, representations made by Acquired Fund in a
Certificate dated August 28, 1998, representations made by USBNA in a
Certificate dated August 28, 1998, 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 Acquiring Fund and
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 Acquired Fund which
are distributed by 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) Acquired Fund will recognize no income, gain or loss by
reason of the Reorganization;
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August 28, 1998
Page 4
(v) Acquiring Fund will recognize no income, gain or loss by
reason of the Reorganization;
(vi) the tax basis of the assets received by Acquiring Fund
pursuant to the Reorganization will be the same as the basis
of those assets in the hands of Acquired Fund as of the
Effective Time;
(vii) the holding period of the assets received by Acquiring Fund
pursuant to the Reorganization will include the period during
which such assets were held by Acquired Fund, provided that
Acquired Fund held such assets as capital assets as of the
Effective Time; and
(viii) Acquiring Fund will succeed to and take into account the
earnings and profits, or deficit in earning and profits, of
Acquired Fund as of the Effective Time.
The foregoing opinion is being furnished to FAIF and Acquired Fund
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
