Registration No. 333-89415
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 25, 2000
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. 2 [X]
(Check appropriate box or boxes)
Exact name of Registrant as Specified in Charter:
FIRST AMERICAN INVESTMENT FUNDS, INC.
Area Code and Telephone Number:
(612) 973-0384
Address of Principal Executive Offices:
601 Second Avenue South
Minneapolis, Minnesota 55402
Name and Address of Agent for Service:
Christopher J. Smith
U.S. Bank Place, MPFP 2016
601 Second Avenue South
Minneapolis, Minnesota 55402
COPIES TO:
Thomas A. Berreman, Esq. Kathleen L. Prudhomme, Esq.
U.S. Bank Place, MPFP 2016 Dorsey & Whitney LLP
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402
Title of Securities Being Registered:
Common Stock, par value $0.0001
No filing fee is required because of reliance by the Registrant on
Section 24f-2 the Investment Company Act of 1940.
Approximate Date of Proposed Public Offering: Immediately upon filing pursuant
to Rule 485(b).
<PAGE>
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
The first four paragraphs of Item 27 of Part C of Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form N-1A, dated
November 27, 1987, are incorporated herein by reference.
On February 18, 1988 the indemnification provisions of the Maryland
General Corporation Law (the "Law") were amended to permit, among other things,
corporations to indemnify directors and officers unless it is proved that the
individual (1) acted in bad faith or with active and deliberate dishonesty, (2)
actually received an improper personal benefit in money, property or services,
or (3) in the case of a criminal proceeding, had reasonable cause to believe
that his act or omission was unlawful. The Law was also amended to permit
corporations to indemnify directors and officers for amounts paid in settlement
of stockholders' derivative suits.
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.
The Registrant maintains officers' and directors' liability insurance
providing coverage, with certain exceptions, for acts and omissions in the
course of the covered persons' duties as officers and directors.
ITEM 16. EXHIBITS.
1 Articles of Incorporation, as amended and supplemented through April 2,
1998. (Incorporated by reference to Exhibit (1) to Post-Effective
Amendment No. 36 to the Registrant's Registration Statement on Form
N-1A.)
2 Bylaws, as amended through December 1998. (Incorporated by reference to
Exhibit (2) to Post-Effective Amendment No. 36 to the Registrant's
Registration Statement on Form N-1A.)
3 Not Applicable.
<PAGE>
4 Agreement and Plan of Reorganization is attached as Exhibit A to the
Prospectus/Proxy Statement included in Part A of this Registration
Statement on Form N-14.
5 Not Applicable.
6(a) Investment Advisory Agreement dated April 2, 1991, between the
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.)
6(b) Amendment No. 9 to Investment Advisory Agreement (Incorporated by
reference to Exhibit (d)(2) to Post-Effective Amendment No. 41 to the
Registrant's Registration Statement on Form N-1A.)
6(c) 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)
6(d) 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 by reference to Exhibit 5(f) to
Post-Effective Amendment No. 39 to the Registrant's Registration
Statement on Form N-1A.)
6(e) 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.)
6(f) 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.)
6(g) Amendment No. 1 to Sub-Advisory Agreement between Bank National
Association and Marvin & Palmer Associates, Inc., with respect to
International Fund (Incorporated by reference to Exhibit 5(d) to
Post-Effective Amendment No. 34 to the Registrant's Registration
Statement on Form N-1A.)
7(a) Distribution Agreement [Class A and Class Y Shares,] dated February 10,
1994, between the Registrant and SEI Financial Services Company
(Incorporated by reference to Exhibit (6)(a) to Post-Effective
Amendment No. 21 to the Registrant's Registration Statement on Form
N-1A.)
7(a) 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
Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A.)
7(a) Distribution and Service Agreement [Class C] dated December 9, 1998,
between Registrant and SEI Investments Distribution Co.
<PAGE>
7(a) Form of Dealer Agreement (Incorporated by reference to Exhibit (6)(c)
to Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A.)
8 Not Applicable.
9(a) Custodian Agreement dated September 20, 1993, between the 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.)
9(b) Supplement dated March 15, 1994, to Custodian Agreement dated September
20, 1993.
9(c) Further Supplement dated November 21, 1997, with respect to
International Index Fund, and 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(c) to
Post-Effective Amendment No. 39 to the Registrant's Registration
Statement on Form N-1A.)
9(d) Compensation Agreement dated July 23, 1998, pursuant to Custodian
Agreement dated September 20, 1993 (Incorporated by reference to
Exhibit (8)(b) to Post-Effective Amendment No. 38 to the Registrant's
Registration Statement on Form N-1A.)
9(e) Assignment of Custodian Agreements and Security Lending Agency
Agreement to U.S. Bank National Association, dated May 1, 1998
(Incorporated by reference to Exhibit (g)(5) to Post-Effective
Amendment No. 41 to the Registrant's Registration Statement on Form
N-1A.)
10(a) Amended and Restated Administration Agreement, dated July 1, 1997, by
and between the Registrant and SEI Investments Management Corporation
(Incorporated herein by reference to Exhibit 9(f) to Post-effective
Amendment No. 31 to the Registrant's Registration Statement on Form
N-1A.)
10(b) Sub-Administration Agreement effective January 1, 1998, by and between
SEI and First Bank National Association (Incorporated herein by
reference to Exhibit (9)(e) to Post-Effective Amendment No. 31 to the
Registrant's Registration Statement on Form N-1A.)
10(c) Revised Schedule A, dated June 29, 1998, to Sub-Administration
Agreement (Incorporated by reference to Exhibit (h)(3) to
Post-Effective Amendment No. 41 to the Registrant's Registration
Statement on Form N-1A.)
10(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 Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A.)
10(e) Shareholder Account Servicing Agreement dated October 1, 1998, between
the Registrant and U.S. Bank National Association (Incorporated by
reference to Exhibit 9(d) to Post-Effective Amendment No. 39 to the
Registrant's Registration Statement on Form N-1A.)
11 Opinion and Consent of Dorsey & Whitney LLP with respect to the
legality of the securities being registered.
<PAGE>
* 12(a) Opinion and Consent of Dorsey & Whitney LLP with respect to tax
consequences of the exchange of Small Cap Value Fund shares for the
assets and liabilities of Micro Cap Value Fund and related tax matters.
* 12(b) Opinion and Consent of Dorsey & Whitney LLP with respect to tax
consequences of the exchange of Small Cap Value Fund shares for the
assets and liabilities of Regional Equity Fund and related 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.)
13(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.)
13(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.)
13(d) Transfer Agency Agreement dated as of January 1, 1997 between
Registrant and DST Systems, Inc.
14 Consent of KPMG LLP.
15 Not Applicable.
16 Powers of Attorney of Directors signing the Registration Statement.
17(a) Form of Proxy Card.
- -------------------------------------
* 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.
<PAGE>
(3) The undersigned Registrant agrees to file, by post-effective amendment, an
opinion of counsel or a copy of a ruling of the Internal Revenue Service
supporting the tax consequences of the proposed reorganization within a
reasonable time after receipt of such opinion or ruling.
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been
signed on behalf of the registrant, in the City of Oaks, Commonwealth of
Pennsylvania, on the 25th day of February, 2000.
FIRST AMERICAN INVESTMENT FUNDS, INC.
By: /s/ Jeffery M. Wilson
------------------------
Jeffery M. Wilson
Vice 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 and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------- --------------------- ------------------
* Director **
- -------------------------------
Robert J. Dayton
* Director **
- -------------------------------
Roger Gibson
* Director **
- -------------------------------
Andrew M. Hunter III
* Director **
- -------------------------------
Leonard W. Kedrowski
* Director **
- -------------------------------
John M. Murphy, Jr.
* Director **
- -------------------------------
Robert L. Spies
* Director **
- -------------------------------
Joseph D. Strauss
* Director **
- -------------------------------
Virginia L. Stringer
* By: /s/ Christopher J. Smith
-------------------------
Christopher J. Smith
Attorney in Fact
** February 25, 2000
EXHIBIT 12(a)
February 25, 2000
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 Micro Cap Value Fund ("Acquired Fund"), a separately
managed series of FAIF, by Small Cap Value Fund ("Acquiring Fund"), a separately
managed series of FAIF, pursuant to an Agreement and Plan of Reorganization
dated as of February 25, 2000, by and between FAIF on behalf of the Acquired
Fund and FAIF on behalf of the Acquiring Fund (the "Agreement").
You have requested 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 October 20, 1999, 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 Closing 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 Closing. All Acquiring Fund Shares
then held by 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 Closing 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 Closing 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 the Acquiring Fund is being undertaken because the Board of
Directors of the Piper Funds has determined that the Reorganization is expected
to provide certain benefits to the Micro Cap Value Fund and the Small Cap Value
Fund and is in the best interests of each Fund and its respective shareholders.
The Board of Directors has also determined that the interests of the existing
shareholders of each Fund will not be
<PAGE>
February 25, 2000
Page 2
diluted as a result of the Reorganization. The Board considered, among other
things, the following factors in making such determinations: (1) the advantages
which may be realized by the Micro Cap Value Fund and the Small Cap Value Fund,
consisting of a potentially reduced expense ratio before waivers, economies of
scale resulting from fund growth, and facilitation of portfolio management; (2)
the tax-free nature of the proposed Reorganization; (3) the fact that neither of
the Funds had disproportionately large unrealized capital gains; (4) the terms
and conditions of the Plan, including that (a) the exchange of Micro Cap Value
Fund shares for Small Cap Value Fund shares will take place on a net asset value
basis; and (b) no sales charge will be incurred by Micro Cap Value shareholders
in connection with their acquisition of Small Cap Value Fund shares in the
Reorganization; (5) the agreement of the Adviser to bear the costs associated
with the proposed Reorganization; (6) the fact that the advisory fee, Rule 12b-1
fees and sales charges would remain constant for Micro Cap Value Fund
shareholders; (7) the Small Cap Value Fund's agreement that (a) former holders
of Micro Cap Value Fund Class B shares who receive Small Cap Value Fund Class B
shares in the Reorganization will receive credit for the period they held Micro
Cap Value Fund Class B shares in applying the six-year step-down of the
contingent deferred sales charge on Small Cap Value Fund Class B shares and in
determining the date upon which such shares convert to Small Cap Value Fund
Class A shares; and (b) in applying the 18-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 Micro Cap Value Fund
shareholder who is subject to such a deferred sales charge held his or her
shares; (8) the fact that there is a substantial overlap in the holdings of the
Funds; and (9) the fact that in no event will the holders of Micro Cap Value
Fund shares become subject to a less advantageous total expense "cap" as a
result of the proposed combination of Funds.
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 February 25, 2000, representations made by U.S. Bank National
Association, adviser to Acquiring Fund and Acquired Fund, in a Certificate dated
February 25, 2000, 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 the Acquired Fund prior to the Closing;
<PAGE>
February 25, 2000
Page 3
(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 Closing;
<PAGE>
February 25, 2000
Page 4
(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;
(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
Closing;
(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
Closing; 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 Closing.
The foregoing opinion is being furnished to you solely for your 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,
BJS/WRG
EXHIBIT 12(b)
February 25, 2000
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 Regional Equity Fund ("Acquired Fund"), a separately
managed series of FAIF, by Small Cap Value Fund ("Acquiring Fund"), a separately
managed series of FAIF, pursuant to an Agreement and Plan of Reorganization
dated as of February 25, 2000, by and between FAIF on behalf of the Acquired
Fund and FAIF on behalf of the Acquiring Fund (the "Agreement").
You have requested 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 October 20, 1999, 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 Closing 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 Closing. All Acquiring Fund Shares
then held by 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 Closing 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 Closing to the
net asset value of the shareholder's Acquired Fund Shares as of such time.
<PAGE>
February 25, 2000
Page 2
The acquisition of all of the assets and all of the liabilities of
Acquired Fund by the Acquiring Fund is being undertaken because the Board of
Directors of the Piper Funds has determined that the Reorganization is expected
to provide certain benefits to the Regional Equity Fund and the Small Cap Value
Fund and is in the best interests of each Fund and its respective shareholders.
The Board of Directors has also determined that the interests of the existing
shareholders of each Fund will not be diluted as a result of the Reorganization.
The Board considered, among other things, the following factors in making such
determinations: (1) the advantages which may be realized by the Regional Equity
Fund and the Small Cap Value Fund, consisting of a potentially reduced expense
ratio before waivers, economies of scale resulting from fund growth, and
facilitation of portfolio management; (2) the tax-free nature of the proposed
Reorganization; (3) the fact that neither of the Funds had disproportionately
large unrealized capital gains; (4) the terms and conditions of the Plan,
including that (a) the exchange of Regional Equity Fund shares for Small Cap
Value Fund shares will take place on a net asset value basis; and (b) no sales
charge will be incurred by Regional Equity shareholders in connection with their
acquisition of Small Cap Value Fund shares in the Reorganization; (5) the
agreement of the Adviser to bear the costs associated with the proposed
Reorganization; (6) the fact that the advisory fee, Rule 12b-1 fees and sales
charges would remain constant for Regional Equity Fund shareholders; (7) the
Small Cap Value Fund's agreement that (a) former holders of Regional Equity Fund
Class B shares who receive Small Cap Value Fund Class B shares in the
Reorganization will receive credit for the period they held Regional Equity Fund
Class B shares in applying the six-year step-down of the contingent deferred
sales charge on Small Cap Value Fund Class B shares and in determining the date
upon which such shares convert to Small Cap Value Fund Class A shares; and (b)
in applying the 18-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 Regional Equity Fund shareholder who is subject to
such a deferred sales charge held his or her shares; (8) the fact that there is
a substantial overlap in the holdings of the Funds; and (9) the fact that in no
event will the holders of Regional Equity Fund shares become subject to a less
advantageous total expense "cap" as a result of the proposed combination of
Funds.
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 February 25, 2000, representations made by U.S. Bank National
Association, adviser to Acquiring Fund and Acquired Fund, in a Certificate dated
February 25, 2000, 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:
<PAGE>
February 25, 2000
Page 3
(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 the Acquired Fund prior to the Closing;
(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 Closing;
<PAGE>
February 25, 2000
Page 4
(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;
(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
Closing;
(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
Closing; 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 Closing.
The foregoing opinion is being furnished to you solely for your 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,
BJS/WRG
