-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYv0BTLKen0m3AYuuK1dcWwtywK38CUG7V3lGexVbGYAJs4A/0jDZ90jrqfPCqoI 9xGKDhY3HyPLOIVxwZJVrA== 0001206774-03-000495.txt : 20030606 0001206774-03-000495.hdr.sgml : 20030606 20030606142315 ACCESSION NUMBER: 0001206774-03-000495 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 FILED AS OF DATE: 20030606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN FUNDS INC CENTRAL INDEX KEY: 0000356134 IRS NUMBER: 411418224 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03313 FILM NUMBER: 03735677 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC-MN-H210 CITY: MINNEAPOLIS STATE: MN ZIP: 55440-1330 BUSINESS PHONE: 6123031606 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC-MN-H210 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN MONEY FUND INC DATE OF NAME CHANGE: 19900603 PRE 14A 1 d12775.txt SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |X| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Under Rule 14a-12 First American Funds, Inc. ------------------------------------------------ (Name of Registrant as Specified in its Charter) ----------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction : (5) Total fee paid: |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: FIRST AMERICAN FUNDS, INC. Government Obligations Fund Prime Obligations Fund Tax Free Obligations Fund Treasury Obligations Fund NOTICE OF SPECIAL MEETING OF CLASS S SHAREHOLDERS TO BE HELD ON JULY 21, 2003 NOTICE IS HEREBY GIVEN that a special meeting of the holders of the Class S shares of Government Obligations Fund, Prime Obligations Fund, Tax Free Obligations Fund and Treasury Obligations Fund (individually, a "Fund" and collectively, the "Funds") will be held at ____ _.m., Central Time, on Monday, July 21, 2003, at 800 Nicollet Mall on the 5th floor. The purposes of the meeting are: 1. To approve a new Rule 12b-1 Distribution Plan for the Class S shares of each Fund. 2. To transact any other business properly brought before the meeting. THE FUNDS' BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE PROPOSED RULE 12b-1 DISTRIBUTION PLAN. Shareholders of record as of the close of business on June 10, 2003 are entitled to notice of, and to vote at, the meeting or any adjournment(s) thereof. You can vote easily and quickly by toll-free telephone call, by internet or by mail. Just follow the instructions that appear on your enclosed proxy card. Please help the Funds avoid the cost of a follow-up mailing by voting today. June 24, 2003 James D. Alt Secretary PROXY STATEMENT FIRST AMERICAN FUNDS, INC. Government Obligations Fund Prime Obligations Fund Tax Free Obligations Fund Treasury Obligations Fund SPECIAL MEETING OF CLASS S SHAREHOLDERS-- JULY 21, 2003 This proxy statement is being furnished in connection with the solicitation by the Board of Directors of First American Funds, Inc. ("FAF") of proxies to be used at a special meeting (including any adjournments thereof) of the Class S shareholders of Government Obligations Fund, Prime Obligations Fund, Tax Free Obligations Fund and Treasury Obligations Fund (sometimes referred to individually as a "Fund" and collectively as the "Funds"). Each Fund is a series of FAF, an open-end registered investment company. The investment adviser for the Funds is U.S. Bancorp Asset Management, Inc. ("USBAM" or the "Adviser"). USBAM also acts as a co-administrator for the Funds, along with U.S. Bancorp Fund Services, Inc. ("Fund Services"). The address of the Funds and the Adviser is 800 Nicollet Mall, Minneapolis, Minnesota 55402. The address of Fund Services is 615 E. Michigan Street, Milwaukee, Wisconsin 53202. The costs of solicitation, including the cost of preparing and mailing the Notice of Special Meeting of Class S Shareholders and this Proxy Statement, will be paid by the Adviser. Mailing of the Notice and this Proxy Statement will take place on approximately June 24, 2003. Representatives of the Adviser may, without cost to the Funds, solicit proxies on behalf of management of the Funds by means of mail, telephone or personal calls. In addition, the Adviser may, at its own expense, retain Shareholder Communications to solicit proxies on behalf of management of the Funds. In order for the shareholder meeting to go forward for a Fund, there must be a quorum. This means that at least 10% of that Fund's shares must be represented at the meeting -- either in person or by proxy. For each Fund, all returned proxies count toward a quorum, regardless of how they are voted. An abstention will be counted as shares present at the meeting in determining whether the proposal has been approved, and will have the same effect as a vote against the proposal. If a proxy is returned with a broker non-vote on the proposal, the shareholder will not be counted as present and entitled to vote with respect to the proposal. (Broker non-votes are shares for which (a) the underlying owner has not voted and (b) the broker holding the shares does not have discretionary authority to vote on the particular matter.) If a quorum is not obtained or if sufficient votes to approve the proposal are not received for any Fund, the persons named as proxies may propose one or more adjournments of the meeting for that Fund to permit further solicitation of proxies. In determining whether to adjourn the meeting, the following factors may be considered: the nature of the proposal; the percentage of votes actually cast; the percentage of negative votes actually cast; the nature of any further solicitation; and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require a vote in favor of the adjournment by the holders of a majority of the shares present in person or by proxy at the meeting (or any adjourned meeting). -1- You may revoke your proxy at any time up until voting results are announced at the shareholder meeting. You can do this by writing to the Funds' Secretary, or by voting in person at the meeting and notifying the election judge that you are revoking your proxy. In addition, you can revoke a prior proxy simply by voting again -- using your original proxy card or by internet or toll-free telephone call. If you return an executed proxy card without instructions, your shares will be voted "for" the proposal. So far as the Board of Directors is aware, no matters other than those described in this Proxy Statement will be acted upon at the meeting. Should any other matters properly come before the meeting calling for a vote of shareholders, it is the intention of the persons named as proxies to vote upon such matters according to their best judgment. Only Class S shareholders of record of each Fund on June 10, 2003 may vote at the meeting or any adjournment thereof. As of that date, the Funds had the following numbers of issued and outstanding Class S shares of common stock: Fund Number of Class S Shares Outstanding - ---- ------------------------------------ Government Obligations Fund Prime Obligations Fund Tax Free Obligations Fund Treasury Obligations Fund Each shareholder of a Fund is entitled to one vote for each Class S share held. The proposal to be presented at the meeting will not entitle any shareholder to cumulative voting or appraisal rights. No person, to the knowledge of Fund management, was the beneficial owner of more than 5% of any class of shares of any of the Funds as of __________, 2003, except as follows: Number Class of Percentage Name and Address of of Shares Ownership Fund Beneficial Owner Shares of Class of Class - ---- ---------------- ------ -------- -------- To the knowledge of the Funds, as of __________, 2003, the officers and directors of the Funds as a group beneficially owned less than 1% of the outstanding shares of each class of each Fund. Copies of the Funds' most recent annual report and subsequent semi-annual report are available to shareholders upon request. If you would like to receive a copy, please contact the Funds at 800 Nicollet Mall, Minneapolis, Minnesota 55402, or call 800-677-FUND and one will be sent, without charge, by first-class mail within three business days of your request. -2- PROPOSAL ONE APPROVAL OF A RULE 12b-1 DISTRIBUTION PLAN FOR CLASS S SHARES At the meeting, shareholders will be asked to approve a proposed new Class S Distribution Plan (the "Distribution Plan") that will apply to the Class S shares of each Fund. This Plan was adopted by the Funds' Board of Directors, subject to shareholder approval, in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). Rule 12b-1 regulates the circumstances under which an investment company may, directly or indirectly, bear the expenses of distributing its shares. The purpose of the Distribution Plan is to compensate and defray costs and expenses of the principal underwriter of the Funds' shares (the "Distributor") for distribution services related to selling Class S shares of the Funds, including payments to the other broker-dealers for services rendered in connection with the sale and distribution of such shares. Under the Distribution Plan, each Fund would be authorized to pay the Distributor a fee, calculated and payable monthly, at the annual rate of .25% of the Fund's average daily net assets attributable to the Fund's Class S shares. Quasar Distributors, LLC ("Quasar") currently acts as the Distributor of the Funds' Class S shares without compensation. If shareholders approve the Distribution Plan, a new Distribution Agreement between FAF and Quasar will take effect pursuant to which Quasar will be entitled to payments under the Distribution Plan. Quasar is currently a party to a Shareholder Service Plan and Agreement with the Fund (the "Current Service Plan") under which Quasar is entitled to receive shareholder servicing fees from each Fund at an annual rate of .25% of the value of the average daily net assets attributable to the Fund's Class S shares. These fees are intended to compensate Quasar for providing account maintenance and other shareholder services to beneficial owners of the Funds' Class S shares. Under the Current Service Plan, Quasar may provide these shareholder services either directly, or indirectly by entering into agreements with other service providers. Historically, most shareholder services have been provided by USBAM, rather than Quasar. Therefore, the Funds' Board of Directors has approved a new Shareholder Service Plan and Agreement between the Fund and USBAM (the "New Service Plan"), which will go into effect upon shareholder approval of the Distribution Plan. The Current Service Plan will be terminated at that time. Fees payable to USBAM under the New Service Plan will be identical to fees payable to Quasar under the Current Service Plan. Adoption of the Distribution Plan will subject the Class S shares of each Fund to an additional fee equal to .25% of the value of the average daily net assets attributable to the Fund's Class S shares. However, total Class S share Fund expenses will not increase. The Adviser has agreed to contractually reduce the fee payable to it under its investment advisory agreement with the Funds from .35% to .10% of each Fund's average daily net assets upon shareholder approval of the Distribution Plan. The Funds' fees and expenses assuming shareholder approval of the Distribution Plan are set forth below under "Actual and Pro Forma Expense Tables and Examples." Terms of the Plan of Distribution This section summarizes the terms of the Distribution Plan. A copy of the Distribution Plan is attached to this proxy statement as Appendix A. The Distribution Plan provides that the Class S shares of each Fund are authorized to pay the Distributor a distribution fee for distribution related services provided with respect to the Class S shares. The distribution fee may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers for sales of Class S shares and to pay for other advertising and promotional expenses in -3- connection with the distribution of Class S shares. These advertising and promotional expenses include, among others things, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; costs of preparation and distribution of sales literature; costs of advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of Class S shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of Class S shares, including travel, entertainment, and telephone expenses. The Distribution Plan provides that the Funds' investment adviser and distributor may, at their option and in their sole discretion, make payments from their own resources to cover the costs of additional distribution activities. Under the Distribution Plan, the Class S shares of each Fund will pay an amount equal, on an annual basis, to .25% of the Fund's average daily net assets attributable to Class S shares. These payments will be made quarterly. The Distribution Plan cannot be amended to increase materially the amount to be paid under the plan by any Fund without the approval of the Class S shareholders of that Fund. The Distribution Plan will not become effective with respect to a Fund until it has been approved by the Class S shareholders of that Fund. The Distribution Plan will continue in effect for a period of more than one year only so long as that continuance is specifically approved at least annually by a vote of the Board of Directors of FAF, including the Directors of FAF who are not interested persons of FAF, and have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements related to it (the "Independent Directors"), cast in person at a meeting called for such purpose. The Distribution Plan may be terminated at any time with respect to any Fund by vote of a majority of the outstanding Class S shares of the Fund or by vote of a majority of the Independent Directors. Any agreement related to the Distribution Plan may be terminated at any time with respect to any Fund, without payment of any penalty, by vote of a majority of the outstanding Class S shares of the Fund or by vote of a majority of the Independent Directors, on not more than 60 days written notice. Payments under the Distribution Plan are not tied exclusively to the expenses for distribution related activities actually incurred by the Distributor, so that those payments may exceed expenses actually incurred by the Distributor. The Funds' Board of Directors will evaluate the appropriateness of the Distribution Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Distribution Plan. The Board's Deliberations The Board of Directors of FAF unanimously approved the Distribution Plan at a meeting held June 4, 2003. In connection with their deliberations, the directors were furnished with copies of the Distribution Plan and related materials, and were given the opportunity to discuss with Fund management the reasons for adopting the Distribution Plan. In determining whether to approve the Distribution Plan, the Board of Directors considered, among other things, the following: o The Board noted that, although the Distributor historically has acted as the principal underwriter of the Funds' Class S shares, it has received no compensation for providing this service. The Board recognized the need of the Distributor to compensate its investment executives and other broker-dealers, banks and financial institutions for distribution related activities, and determined that the Distribution Plan should provide a mechanism for inducing the Distributor to promote sales of the Funds' Class S shares. -4- o The Board noted that while the Distributor has received shareholder servicing fees with respect to the Class S shares of the Funds, it historically has paid the majority of such fees to USBAM for providing shareholder services to beneficial owners of the Funds' Class S shares. In that regard, the Board noted that, upon shareholder approval of the Distribution Plan, FAF would terminate the Current Service Plan with the Distributor and enter into the New Service Plan with USBAM. o Finally, the Board considered that USBAM has agreed to contractually reduce its investment advisory fee for each Fund from .35% to .10% of the Fund's average daily net assets upon shareholder approval of the Distribution Plan with respect to that Fund. As a result, adoption of the Distribution Plan will not result in an increase in overall Class S share Fund expenses. Based on the foregoing considerations, the Board of Directors concluded that there is a reasonable likelihood that the Plan of Distribution will benefit the Funds and their Class S shareholders. The Board therefore approved the Plan of Distribution and recommended its approval by the Class S shareholders of each Fund. Actual and Pro Forma Expense Tables and Examples Each Fund's operating expenses are paid out of its assets, and thus are indirectly borne by shareholders. As described above, the Board of Directors is recommending that shareholders approve a Distribution Plan under which each Fund's Class S shares would pay a distribution fee. If shareholders approve the Distribution Plan, USBAM will contractually reduce its investment advisory fee for each Fund so that there will be no increase in total Class S share expenses for any Fund. The categorization of the expenses paid by each Fund, however, will change, as indicated in the following tables. Such tables set forth the actual operating expenses currently borne by each Fund's Class S shares, and the pro forma operating expenses that each Fund's Class S shares will bear if the Distribution Plan is approved, in each case based on the Fund's most recently completed fiscal year. After the table for each Fund, an example is set forth which shows the costs you would bear indirectly as a result of investing in the Class S shares of that Fund. These examples are intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the Fund for the time periods indicated, that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those set forth in the examples. -5- GOVERNMENT OBLIGATIONS FUND
Actual Pro Forma ------ --------- Shareholder Fees Maximum Sales Charge (Load)......................................... None None Maximum Deferred Sales Charge (Load)................................ None None Annual Fund Operating Expenses (as a % of average net assets) Management Fees..................................................... 0.35% 0.10% Distribution and Service (12b-1) Fees............................... None 0.25% Other Expenses Shareholder Servicing Fee..................................... 0.25% 0.25% Miscellaneous................................................. 0.21% 0.21% Total Annual Fund Operating Expenses............................... 0.81% 0.81% Waiver of Fund Expenses............................................ (0.06)% (0.06)% Net Expenses*...................................................... 0.75% 0.75%
- ---------- *Certain service providers have contractually agreed to waive fees and reimburse other Fund expenses until September 30, 2003, so that Net Expenses do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2003, at the discretion of the service providers. Example (expenses borne by Class S shareholders if shares are held for indicated periods):
1 year 3 years 5 years 10 years - ----------------------- ---------------------- ---------------------- ----------------------- Actual Pro Forma Actual Pro Forma Actual Pro Forma Actual Pro Forma - ----------- ----------- ---------- ----------- ---------- ----------- ----------- ----------- $77 $77 $253 $253 $444 $444 $996 $996
PRIME OBLIGATIONS FUND
Actual Pro Forma ------ --------- Shareholder Fees Maximum Sales Charge (Load)......................................... None None Maximum Deferred Sales Charge (Load)................................ None None Annual Fund Operating Expenses (as a % of average net assets) Management Fees..................................................... 0.35% 0.10% Distribution and Service (12b-1) Fees............................... None 0.25% Other Expenses Shareholder Servicing Fee..................................... 0.25% 0.25% Miscellaneous................................................. 0.21% 0.21% Total Annual Fund Operating Expenses............................... 0.81% 0.81% Waiver of Fund Expenses............................................ (0.03)% (0.03)% Net Expenses*...................................................... 0.78% 0.78%
- ---------- *Certain service providers have contractually agreed to waive fees and reimburse other Fund expenses until September 30, 2003, so that Net Expenses do not exceed 0.78%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2003, at the discretion of the service providers. -6- Example (expenses borne by Class S shareholders if shares are held for indicated periods):
1 year 3 years 5 years 10 years - ----------------------- ---------------------- ---------------------- ----------------------- Actual Pro Forma Actual Pro Forma Actual Pro Forma Actual Pro Forma - ----------- ----------- ---------- ----------- ---------- ----------- ----------- ----------- $80 $80 $256 $256 $447 $447 $999 $999
TAX FREE OBLIGATIONS FUND
Actual Pro Forma ------ --------- Shareholder Fees Maximum Sales Charge (Load)......................................... None None Maximum Deferred Sales Charge (Load)................................ None None Annual Fund Operating Expenses (as a % of average net assets) Management Fees..................................................... 0.35% 0.10% Distribution and Service (12b-1) Fees............................... None 0.25% Other Expenses Shareholder Servicing Fee..................................... 0.25% 0.25% Miscellaneous................................................. 0.21% 0.21% Total Annual Fund Operating Expenses............................... 0.81% 0.81% Waiver of Fund Expenses............................................ (0.06)% (0.06)% Net Expenses*...................................................... 0.75% 0.75%
- ---------- *Certain service providers have contractually agreed to waive fees and reimburse other Fund expenses until September 30, 2003, so that Net Expenses do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2003, at the discretion of the service providers. Example (expenses borne by Class S shareholders if shares are held for indicated periods):
1 year 3 years 5 years 10 years - ----------------------- ---------------------- ---------------------- ----------------------- Actual Pro Forma Actual Pro Forma Actual Pro Forma Actual Pro Forma - ----------- ----------- ---------- ----------- ---------- ----------- ----------- ----------- $77 $77 $253 $253 $444 $444 $996 $996
-7- TREASURY OBLIGATIONS FUND
Actual Pro Forma ------ --------- Shareholder Fees Maximum Sales Charge (Load)......................................... None None Maximum Deferred Sales Charge (Load)................................ None None Annual Fund Operating Expenses (as a % of average net assets) Management Fees..................................................... 0.35% 0.10% Distribution and Service (12b-1) Fees............................... None 0.25% Other Expenses Shareholder Servicing Fee..................................... 0.25% 0.25% Miscellaneous................................................. 0.21% 0.21% Total Annual Fund Operating Expenses............................... 0.81% 0.81% Waiver of Fund Expenses............................................ (0.06)% (0.06)% Net Expenses*...................................................... 0.75% 0.75%
- ---------- *Certain service providers have contractually agreed to waive fees and reimburse other Fund expenses until September 30, 2003, so that Net Expenses do not exceed 0.75%. These fee waivers and expense reimbursements may be terminated at any time after September 30, 2003, at the discretion of the service providers. Example (expenses borne by Class S shareholders if shares are held for indicated periods):
1 year 3 years 5 years 10 years - ----------------------- ---------------------- ---------------------- ----------------------- Actual Pro Forma Actual Pro Forma Actual Pro Forma Actual Pro Forma - ----------- ----------- ---------- ----------- ---------- ----------- ----------- ----------- $77 $77 $253 $253 $444 $444 $996 $996
The Board of Directors recommends that the shareholders of each Fund vote to approve the Distribution Plan. Approval of the Distribution Plan for a Fund requires the favorable vote of a majority of the outstanding Class S shares of that Fund, as defined in the 1940 Act, which means the lesser of the vote of (a) 67% of the Class S shares of the Fund present at a meeting where more than 50% of the outstanding Class S shares of the Fund are present in person or by proxy, or (b) more than 50% of the outstanding Class S shares of the Fund. The approval of the Distribution Plan for any Fund is not dependent on the approval of the Distribution Plan by any other Fund. Unless otherwise instructed, the proxies will vote for the approval of the Distribution Plan. -8- OFFICERS OF THE FUNDS Information about each officer's position and term of office with the Funds and business experience during the past five years is set forth below. Unless otherwise indicated, all positions have been held more than five years. No officer receives any compensation from the Funds.
Position(s) Term of Office Name, Address, and Held and Length of Age with FAF Time Served Principal Occupation(s) During Past 5 Years - --- -------- ----------- ------------------------------------------- Thomas S. President Re-elected by Chief Executive Officer of U.S. Bancorp Schreier, Jr., the Board Asset Management, Inc. since May 2001; U.S. Bancorp Asset annually; Chief Executive Officer of First American Management, Inc., President of FAF Asset Management from December 2000 through 800 Nicollet Mall, since February May 2001 and of Firstar Investment & Minneapolis, 2001 Research Management Company from February Minnesota 55402 2001 through May 2001; Senior Managing (40)* Director and Head of Equity Research of U.S. Bancorp Piper Jaffray from October 1998 through December 2000; Senior Airline Analyst and Director of Equity Research of Credit Suisse First Boston through 1998 Mark S. Jordahl, Vice Re-elected by Chief Investment Officer of U.S. Bancorp U.S. Bancorp Asset President - the Board Asset Management, Inc. since September Management, Inc. Investments annually; Vice 2001; President and Chief Investment 800 Nicollet Mall, President - Officer, ING Investment Management - Minneapolis, Investments of Americas (September 2000 to June 2001); Minnesota 55402 FAF since Senior Vice President and Chief Investment (42)* September 2001 Officer, ReliaStar Financial Corp. (January 1998 to September 2000); Executive Vice President and Managing Director, Washington Square Advisers (January 1996 to December 1997) Jeffery M. Wilson, Vice Re-elected by Senior Vice President of U.S. Bancorp Asset U.S. Bancorp Asset President - the Board Management since May 2001; Senior Vice Management, Inc. Administra- annually; Vice President of First American Asset 800 Nicollet Mall, tion President - Management through May 2001 Minneapolis, Administration Minnesota 55402 of FAF since (46)* March 2000
-9- Robert H. Nelson, Treasurer Re-elected by Senior Vice President of U.S. Bancorp Asset U.S. Bancorp Asset the Board Management since May 2001; Senior Vice Management, Inc. annually; President of First American Asset 800 Nicollet Mall, Treasurer of FAF Management from 1998 through May 2001 and Minneapolis, since March 2000 of Firstar Investment & Research Management Minnesota 55402 Company from February 2001 through May (39)* 2001; Senior Vice President of Piper Capital Management Inc. through 1998 James D. Alt, Secretary Re-elected by Partner, Dorsey & Whitney LLP, a 50 South Sixth the Board Minneapolis-based law firm Street, Suite annually; 1500, Minneapolis, Secretary of FAF Minnesota 55402 since June 2002; (51) Assistant Secretary of FAF from September 1998 to June 2002 Michael J. Radmer, Assistant Re-elected by Partner, Dorsey & Whitney LLP, a 50 South Sixth Secretary the Board Minneapolis-based law firm Street, Suite annually; 1500, Minneapolis, Assistant Minnesota 55402 Secretary of FAF (58) since March 2000; Secretary of FAF from September 1999 through March 2000 Kathleen L. Assistant Re-elected by Partner, Dorsey & Whitney LLP, a Prudhomme, Secretary the Board Minneapolis-based law firm 50 South Sixth annually; Street, Suite Assistant 1500, Minneapolis, Secretary of FAF Minnesota 55402 since September (50) 1998 Douglas G. Hess, Assistant Re-elected by Assistant Vice President, Fund Compliance 612 E. Michigan Secretary the Board Administrator, U.S. Bancorp Fund Services, Street, Milwaukee, annually; LLC (fka Firstar Mutual Fund Services, LLC) WI 53202 (35)* Assistant since March 1997 Secretary of FAF since September 2001 James R. Arnold, Assistant Re-elected by the Vice President, U.S. Bancorp Fund Services, 615 E. Michigan Secretary Board annually; LLC (fka Firstar Mutual Fund Services, LLC) Street, Milwaukee, Assistant since March 2002; Senior Administration Wisconsin 53202 Secretary of FAF Services Manager, UMB Fund Services, Inc. (46) since June 2003 (fka Sunstone Financial Group, Inc.) from January 1997 through March 2002 Richard J. Ertel, Assistant Re-elected by the Disclosure Counsel, U.S. Bancorp Asset U.S. Bancorp Asset Secretary Board annually; Management, Inc. since May 2003; Associate Management, Inc. Assistant Counsel, Hartford Life and Accident 800 Nicollet Mall, Secretary of FAF Insurance Company from April 2001 through Minneapolis, since June 2003 May 2003; from January 1997 through March Minnesota 55402 2001, Attorney and Law Clerk, Fortis (35) Financial Group
* Messrs. Schreier, Jordahl, Wilson and Nelson are each officers of the Advisor. Mr. Hess is an officer of U.S. Bancorp Fund Services, LLC, which is a subsidiary of U.S. Bancorp and which serves as Co-Administrator for the Funds. -10- SHAREHOLDER PROPOSALS The Funds are not required to hold annual shareholder meetings. Since the Funds do not hold regular meetings of shareholders, the anticipated date of the next shareholder meeting cannot be provided. To be considered for inclusion in the proxy statement for any subsequent meeting of shareholders, a shareholder proposal must be submitted a reasonable time before the proxy statement for that meeting is mailed. Whether a proposal is included in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion. Shareholders also may submit proposals to be voted on at the shareholder meeting without having the proposals included in the Funds' proxy statement. The Funds' proxies will be able to exercise their discretionary authority to vote all proxies with respect to any such proposal unless written notice of the proposal is presented to the Funds a reasonable time before the Funds' proxy materials are mailed. Dated: June 24, 2003 James D. Alt Secretary -11- Appendix A CLASS S DISTRIBUTION PLAN FIRST AMERICAN FUNDS, INC. [as adopted June 4, 2003, effective ______________, 2003] WHEREAS, FIRST AMERICAN FUNDS, INC. (the "Fund") is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Directors of the Fund have determined that there is a reasonable likelihood that the following Distribution Plan will benefit the Fund and the owners of Class S shares of Common Stock ("Shareholders") in the Fund; NOW, THEREFORE, the Directors of the Fund hereby adopt this Distribution Plan pursuant to Rule 12b-1 under the 1940 Act. Section 1. The Fund has adopted this Class S Distribution Plan ("Plan") to enable the Fund to directly or indirectly bear expenses relating to the distribution of Class S shares of Common Stock ("Shares") of the portfolios of the Fund, as now in existence or hereafter created from time to time (each a "Portfolio"). Section 2. The Shares of each Portfolio are authorized to pay the principal underwriter of the Fund's shares (the "Distributor") a fee (the "Distribution Fee") in connection with distribution-related services provided in respect of such Shares, calculated and payable monthly, at the annual rate of ..25% of the value of the average daily net assets of such Shares. Section 3. (a) The Distribution Fee may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios of the Fund and to pay for other advertising and promotional expenses in connection with the distribution of such Shares. These advertising and promotional expenses include, by way of example but not by way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of such Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of such Shares, including travel, entertainment, and telephone expenses. (b) Payments under the Plan are not tied exclusively to the expenses for distribution related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Fund's Board of Directors will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. -12- (c) The Fund's investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution activities. Section 4. This Plan shall not take effect with respect to a Portfolio until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the Class S Shares of such Portfolio; and (b) together with any related agreements, by votes of a majority of both (i) the Directors of the Fund and (ii) the Qualified Directors, cast in person at a Board of Directors meeting called for the purpose of voting on this Plan or such agreement. Section 5. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 6. Any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement shall provide to the Directors of the Fund, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. Section 7. This Plan may be terminated at any time with respect to any Portfolio by the vote of a majority of the Qualified Directors or by vote of a majority of the Portfolio's outstanding Class S voting securities. Section 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time with respect to any Portfolio, without payment of any penalty, by vote of a majority of the Qualified Directors or by the vote of shareholders holding a majority of the Portfolio's outstanding Class S voting securities, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. Section 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of shareholders holding a majority of the outstanding Class S voting securities of the applicable Portfolio, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 10. As used in this Plan, (a) the term "Qualified Directors" shall mean those Directors of the Fund who are not interested persons of the Fund, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. Section 11. While this Plan is in effect, the selection and nomination of those Directors who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Directors then in office who are not interested persons of the Fund. Section 12. This Plan shall not obligate the Fund or any other party to enter into an agreement with any particular person. -13- NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TIME: ______________, 2003 at _____ _.m. PLACE: 800 Nicollet Mall _____ Floor Minneapolis, Minnesota IMPORTANT: Please date and sign your proxy card and return it promptly using the enclosed reply envelope. Cusip Numbers: EX-99 3 d12775_ex99.txt [NAME OF FUND] (a series of First American Funds, Inc.) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET CALL TOLL-FREE 1-___________ OR LOG ONTO www.___________ The undersigned appoints Thomas S. Schreier, Steven G. Lentz, Robert H. Nelson and Jeffery M. Wilson, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all of the Class S shares of [name of Fund]. (the "Fund"), held by the undersigned at the special meeting of Class S shareholders of the Fund to be held on July 21, 2003, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS: PROPOSAL TO APPROVE A RULE 12b-1 DISTRIBUTION PLAN FOR THE CLASS S SHARES OF THE FUND. ____ FOR ____ AGAINST ____ ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting or any adjournments or postponements thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTER. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THAT MATTER. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE -- NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: _______________________, 2003 ------------------------------------ ------------------------------------ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. -----END PRIVACY-ENHANCED MESSAGE-----