1933 Act Registration No. 33-49087
1940 Act Registration No. 811-7049
As filed with the Securities and Exchange Commission on September 29, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 3 _x_
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 4 _x_
FIRST AMERICAN MUTUAL FUNDS
(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
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 (date) pursuant to paragraph (a)(i) of Rule 485
__ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
_____________________________________________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Title of Securities Proposed Maximum Proposed Maximum Aggregate Offering Amount of
Being Registered Amount Being Offered Offering Price Price (1) Registration Fee (1)
Per Unit
<S> <C> <C> <C> <C>
units of beneficial 32,830,899 units NAV ------ $100
interest
</TABLE>
(1) Registrant has calculated the maximum offering price pursuant to Rule 24e-2
under the Investment Company Act of 1940, as amended (the "1940 Act") for the
fiscal year ended September 30, 1994. Registrant had actual aggregate
redemptions of 17,535,556 units of beneficial interest ("shares") for its fiscal
year ended September 30, 1994; has used 14,252,844 of available redemptions for
reductions pursuant to Rule 24f-2(c) under the 1940 Act and has previously used
no available redemptions for reductions pursuant to Rule 24e-2(a) of the 1940
Act during the current year. Registrant elects to use redemptions in the
aggregate amount of 32,540,899 units for reduction to the registration fee for
this filing pursuant to Rule 24e-2(a) of the 1940 Act.
Registrant has elected to register an indefinite number of securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended. Registrant
has filed a Rule 24f-2 Notice on November 18, 1994 for its fiscal year ended
September 30, 1994 .
FIRST AMERICAN MUTUAL FUNDS
PART C -- OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The are no financial statements for the Trust since all portfolios of
the trust have been liquidated.
(b) Exhibits
(1) Conformed copy of Declaration of Trust of the
Registrant (1);
(2) Copy of By-Laws of the Registrant (1);
(3) Not applicable;
(4) Copy of Specimen Certificates for Shares of Beneficial
interest of the Registrant (2);
(5) Form of Investment Advisory Contract of the Registrant (1);
(6) Form of Distributor's Contract of the Registrant (2);
(7) Not applicable;
(8) Form of Custodian Agreement of the Registrant (2);
(9) Form of Fund Accounting and Shareholder Recordkeeping
Agreement (2);
(10) Paper copy of Opinion and Consent of Counsel as to legality
of shares being registered (2);
(11) Not applicable;
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding (2);
(14) Not applicable;
(15) (i) Form of Distribution Plan (2);
(ii) Copy of Sales Agreement (2);
(iii) Copy of 12b-1 Agreement; (Filed as Appendix A to the
Sales Agreement, Exhibit 15(ii)) (2);
(16) Copy of Schedules for Computation of Fund Performance
Data (3);
(17) Paper copy of Power of Attorney (1)
(18) Not applicable.
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed October 7, 1992 (File No. 33-49087).
2. Response is incorporated by reference to Registrant's Pre-Effective Amendment
No.1 on Form N-1A filed December 3, 1992 (File No. 33-49087).
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No.1 on Form N-1A filed July 1, 1993 (File No. 33-49087).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
NUMBER OF RECORD HOLDERS AS OF SEPTEMBER 27, 1995
FUND
Currently, there are no Funds of the Trust in existence and thus no
record holders
ITEM 27. INDEMNIFICATION
Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed December 3, 1992
(File No. 33-49087.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Prior to the liquidation of the Registrant's portfolios, First Bank
National Association (the "Adviser"), 601 Second Avenue South, Minneapolis,
Minnesota 55480, served as their investment adviser and manager. The Adviser is
a national banking association that has professionally managed accounts for
individuals, insurance companies, foundations, commingled accounts, trust funds,
and others for over 75 years. The Adviser is a subsidiary of First Bank System,
Inc. ("FBS"), 601 Second Avenue South, Minneapolis, Minnesota 55480, which is a
regional bank holding company headquartered in Minneapolis, Minnesota. FBS is
comprised of 9 banks and several trust and nonbank subsidiaries, with 220
offices primarily in Minnesota, Colorado, Illinois, Montana, North Dakota, South
Dakota and Wisconsin. Through its subsidiaries, FBS provides commercial and
agricultural finance, consumer banking, trust, capital markets, cash management,
investment management, data processing, leasing, mortgage banking and brokerage
services.
The directors and officers of the Adviser are listed below, together with their
principal occupation or other positions of a substantial nature during the past
two fiscal years.
<TABLE>
<CAPTION>
OTHER POSITIONS AND OFFICES
NAME POSITIONS AND OFFICES WITH ADVISER 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. ("FBS").*
Richard A. Zona Director, Vice Chairman and Chief Vice Chairman and Chief Financial
Officer Officer of FBS.*
William F. Farley Director and Vice Chairman Vice Chairman and Head of the
Distribution Group of FBS.*
Philip G. Heasley Director and Executive Vice President Vice Chairman and Head of the
Product Group of FBS.*
Daniel C. Rohr Director and Executive Vice President Executive Vice President Commercial
Banking of FBS.*
J. Robert Hoffman Director and Executive Vice President Executive Vice President Credit
Administration of FBS.*
Michael J. O'Rourke Director, Executive Vice President and Executive Vice President, Secretary,
Secretary and General Counsel of FBS.*
</TABLE>
* Address: First Bank Place, 601 Second Avenue South,
Minneapolis, Minnesota 55402.
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 under-writer, distributor
or investment adviser:
Registrant's distributor, SEI Financial Services Company ("SFS") acts
as distributor for SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax
Exempt Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, Stepstone Funds, The Compass Capital Group of Funds, FFB
Lexicon Funds, The Advisors' Inner Circle Fund, Pillar Funds, CUFund, STI
Classic Funds, CoreFunds, Inc., First American Funds, Inc., First American
Investment Funds, Inc., The Arbor Fund, 1784 Funds, Marquis Funds, Morgan
Grenfell Investment Trust, The PBHG Funds, Inc., First American Mutual Funds,
Nationar Funds, Inc., Tax-Exempt Housing Reserve Fund, Inventor Funds, Inc., The
Achievement Funds Trust, Insurance Investment Produects Trust, Bishop Street
Funds, and CrestFunds, Inc. pursuant to distribution agreements dated November
29, 1982, July 15, 1982, December 3, 1982, July 10, 1985, January 22, 1987,
August 30, 1988, January 30, 1991, March 8, 1991, October 18, 1991, November 14,
1991, February 28, 1992, May 1, 1992, May 28, 1992, October 31, 1992, November
1, 1992, November 1, 1992, January 28, 1993, June 1, 1993, August 17, 1993,
January 3, 1994, July 16, 1993, May 1, 1994, June 15, 1994, July 1, 1994 and
August 1, 1994, December 27, 1994, December 30, 1994, January 27, 1995, and
March 1, 1995, 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>
NAME POSITIONS AND OFFICES WITH UNDERWRITER POSITIONS AND 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, Assistant Secretary
Vice President & Treasurer
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
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 & Assistant Secretary
General Counsel & 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 & Assistant Secretary Vice President & 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 & Assistant Secretary Vice President & Assistant Secretary
Kim Rainey Vice President --
David Ray Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant Secretary
Joseph Velez Vice President --
David Wheeler Vice President --
William Zawaski Vice President --
James Dougherty Director, Brokerage Services --
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
<TABLE>
<CAPTION>
LOCATION
OF TYPE OF
REGULATION RECORD RECORD FUND
<C> <C> <C> <C>
270.31a-1(a) 2 General Ledger B
2 Cash Transaction Statement D
2 Purchases Report D
2 Sales Report D
2 Realized Gain/Loss Report D
2 Securities Movement and Control List of Assets for Close of
Business B
270.31a-1(b)(1) 2 Daily Portfolio Transaction Detail D
2 Daily Settled Purchase and Sales Journal D
270.31a-1(b)2(i) 2 General Ledger B
2 Open Trades/Secs. Out for Transfer Report D
2 Securities Movement and Control List of Assets for Close of
Business B
2 Federal Reserve 3E Safe-Keeping Acct. Listing of Securities held
by the Fund B
2 Div. Income Summary Report D
2 Div. and Interest Receivable Report D
2 Earned Income Report B
2 Statement of Condition B
270.31a-1(b)2(ii) 2 Fund Master Ledger D
2 Corporate Action Announcement Report D
2 Purchases Report D
2 Sales Report D
270.31a-1(b)2(iii) 2 Brokerage Alloc/Commission Detail Report D
270.31a-1(b)2(iv) 1 Shareholder Master File -- CRT B
1 Shareholder History File -- CRT B
270.31a-1(b)3 2 Fund Master Ledger D
270.31a-1(b)4 1 Articles of Incorporation B
1 Declaration of Trust B
1 By-Laws B
1 Minute Books B
270.31a-1(b)5 1 Trade Tickets B
2 Purchase Report D
2 Sales Report D
270.31a-1(b)5 1 Trade Tickets B
2 Purchase Report D
2 Sales Report D
270.31a-1(b)6 1 Trade Tickets B
270.31a-1(b)7 2 Fund Master Ledger D
270.31a-1(b)8 2 Statement of Condition B
2 General Ledger B
270.31a-1(b)9 2 Brokerage Alloc./Commission Detail Report D
1 Brokerage Commission Report B
1 Reduction and Commission Report D
1 Quarterly Brokerage Log B
270.31a-1(b)10 1 Custodian Blanket Authorization B
1 Portfolio Manager Signoff B
270.31a-1(b)11 1 Portfolio Manager Signoff B
270.31a-1(b)12 2 All supporting documentation B
270.31a-1(c) Not applicable
270.31a-1(d) 1 Director Payments thru Fund Journal B
1 Exchange Purchase Journal B
1 Confirmed Payments Journal B
1 Fiduciary Contribution Journal B
1 Direct Payments Journal B
1 Direct Redemptions Journal B
2 General Ledger B
1 Shareholder Master File -- CRT B
1 Shareholder History File -- CRT B
1 Daily Div. Close-out Journal B
1 Asset Transfer/Rollover Journal B
1 Redemption Check Register B
1 Purchase Cancellations Journal B
1 Redemption Cancellation Journal B
1 Fail/Free Report B
1 Broker/Dealer Order Ticket B
1 Inv. Services Order Breakdowns B
1 EDGE Transaction Journal B
1 Shareholder Receipt -- Retail B
1 Account Application -- Retail B
1 Additional Deposit Slip -- Retail B
1 Trade Cancel Form B
1 Confirmation Statement B
1 Shareholder Statement B
1 Form U-4 B
1 Fingerprint Card B
1 Form U-4 Status Report B
1 Form U-4 Score Report B
1 Form U-5 B
270.31a-1(e) Not applicable
270.31a-1(f) 2 General Ledger B
1 Portfolio Manager Signoff B
1 Trade Tickets B
270.31a-2(a)(1) 2 Daily Portfolio Transaction Detail D
2 Daily Settled Pur. and Sales Journal D
2 Open Trades/Secs. Out for Transfer Report D
2 Securities Movement and Control List of Assets for Close of Business B
2 Fed. Reserve 3E Safe-Keeping Acct. Listing of Securities held
by the Fund B
270.31a-2(a)(1) 2 Div. Income Summary Report D
2 Div. and Interest Receivable Report D
2 Earned Income Report B
2 Statement of Condition B
2 Fund Master Ledger D
2 Corporate Action Announcement Report D
2 Brokerage Alloc./Commission Detail Report D
1 Shareholder Master File -- CRT B
1 Shareholder History File -- CRT B
1 Declaration of Trust B
1 By-laws B
1 Minute Books B
270.31a-2(a)(2) 2 Purchases Report D
2 Sales Report D
2 General Ledger B
2 Statement of Condition B
2 Fund Master Ledger D
2 Brokerage Alloc./Commission Detail Report D
1 Trade Tickets B
1 Brokerage Commission Report B
1 Reduction and Commission Report D
1 Quarterly Brokerage Log B
1 Custodian Blanket Authorization B
1 Portfolio Manager Signoff B
270.31a-2(a)(3) 1 Sales Literature File B
270.31a-2(b) Not applicable
270.31a-2(c) 1 Director Payments thru Fund Journal B
1 Exchange Purchase Journal B
1 Confirmed Payments Journal B
1 Fiduciary Contribution Journal B
1 Direct Payments Journal B
1 Direct Redemptions Journal B
2 General Ledger B
1 Shareholder Master File -- CRT B
1 Shareholder History File -- CRT B
1 Daily Div. Close-Out Journal B
1 Asset Transfer/Rollover Journal B
1 Redemption Check Register B
1 Purchase Cancellations Journal B
1 Redemption Cancellation Journal B
1 Fail/Free Report B
1 Broker/Dealer Order Ticket B
1 Inv. Services Order Breakdowns B
1 EDGE Transaction Journal B
1 Shareholder Receipt -- Retail B
1 Account Application -- Retail B
1 Additional Deposit Slip -- Retail B
1 Trade Cancel Form B
270.31a-2(c) 1 Confirmation Statement B
1 Shareholder Statement B
1 Form U-4 B
1 Fingerprint Card B
1 Form U-4 Status Report B
1 Form U-4 Score Report B
1 Form U-5 B
270.31a-2(d) Not applicable
270.31a-2(e) 2 General Ledger B
1 Portfolio Manager Signoff B
1 Trade Tickets B
270.31a-2(f)(1) 1 Microfilm B
270.31a-2(f)(2) 1 Retention Plan B
270.31a-2(f)(3) Not applicable
270.31a-3 1 Custodian Agreement B
</TABLE>
(1) SEI Financial Management Corporation and SEI Financial Services Company
680 East Swedesford Road
Wayne, Pennsylvania 19087-1658
(2) First Trust National Association
180 East Fifth Street
St. Paul, Minnesota 55101
B = Both D = Debt Equity
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 Trustee(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 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 No. 3 to Registration Statement No. 33-49087 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wayne, Commonwealth of Pennsylvania, on the 27th day of September, 1995.
FIRST AMERICAN MUTUAL FUNDS
ATTEST: /s/ Stephen G. Meyer By: /s/ David Lee
Stephen Meyer 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 and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C> <C>
/s/ Stephen G. Meyer Controller (Principal **
Stephen Meyer Financial and Accounting
Officer)
* Director **
Robert J. Dayton
* Director **
Welles B. Eastman
* Director **
Irving D. Fish
* Director **
Leonard W. Kedrowski
* Director **
Joseph D. Strauss
* Director **
Virginia L. Stringer
* Director **
Gae B. Veit
* By: /s/ David Lee
David Lee
Attorney in Fact
** September 27, 1995
</TABLE>
