-----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, IwSfISwWmFPXvtGbwEfzxAUP6VDsPn09TRFY/G6DsJuRPbpEsbmlYzHdhlYEi1Ot NnThRtJT/YUGX21Cbkd3Zg== 0000950123-10-109758.txt : 20101130 0000950123-10-109758.hdr.sgml : 20101130 20101130163245 ACCESSION NUMBER: 0000950123-10-109758 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101130 DATE AS OF CHANGE: 20101130 EFFECTIVENESS DATE: 20101130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN INVESTMENT FUNDS INC CENTRAL INDEX KEY: 0000820892 IRS NUMBER: 411418224 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05309 FILM NUMBER: 101222247 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC-MN-H04N CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033738 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: BC-MN-H04N CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: SECURAL MUTUAL FUNDS INC DATE OF NAME CHANGE: 19910627 0000820892 S000005544 First American High Income Bond Fund C000015076 Class A FJSIX C000015077 Class B FJSBX C000015078 Class C FCSIX C000015079 Class R FANSX C000015080 Class Y FJSYX 0000820892 S000005545 First American Inflation Protected Securities Fund C000015081 Class A FAIPX C000015082 Class C FCIPX C000015083 Class R FRIPX C000015084 Class Y FYIPX 0000820892 S000005546 First American Intermediate Government Bond Fund C000015085 Class A FIGAX C000015086 Class Y FYGYX C000081079 Class C FYGCX C000081080 Class R FYGRX 0000820892 S000005547 First American Intermediate Tax Free Fund C000015087 Class A FAMBX C000015088 Class Y FMBIX C000081081 Class C FMBCX 0000820892 S000005548 First American Intermediate Term Bond Fund C000015089 Class A FAIIX C000015090 Class Y FINIX 0000820892 S000005549 First American International Fund C000015091 Class A FAIAX C000015092 Class B FNABX C000015093 Class C FIACX C000015094 Class R ARQIX C000015095 Class Y FAICX 0000820892 S000005550 First American Large Cap Growth Opportunities Fund C000015096 Class A FRGWX C000015097 Class B FETBX C000015098 Class C FAWCX C000015099 Class R FLCYX C000015100 Class Y FIGWX 0000820892 S000005551 First American Large Cap Select Fund C000015101 Class A FLRAX C000015103 Class C FLYCX C000015104 Class R FLSSX C000015105 Class Y FLRYX 0000820892 S000005552 First American Large Cap Value Fund C000015106 Class A FASKX C000015107 Class B FATBX C000015108 Class C FALVX C000015109 Class R FAVSX C000015110 Class Y FSKIX 0000820892 S000005553 First American Mid Cap Growth Opportunities Fund C000015111 Class A FRSLX C000015112 Class B FMQBX C000015113 Class C FMECX C000015114 Class R FMEYX C000015115 Class Y FISGX 0000820892 S000005555 First American Mid Cap Index Fund C000015121 Class A FDXAX C000015123 Class C FDXCX C000015124 Class R FMCYX C000015125 Class Y FIMEX 0000820892 S000005556 First American Mid Cap Value Fund C000015126 Class A FASEX C000015127 Class B FAESX C000015128 Class C FACSX C000015129 Class R FMVSX C000015130 Class Y FSEIX 0000820892 S000005557 First American Missouri Tax Free Fund C000015131 Class A ARMOX C000015132 Class C FFMCX C000015133 Class Y ARMIX 0000820892 S000005558 First American Minnesota Intermediate Tax Free Fund C000015134 Class A FAMAX C000015135 Class Y FAMTX C000081082 Class C FACMX 0000820892 S000005559 First American Minnesota Tax Free Fund C000015136 Class A FJMNX C000015137 Class C FCMNX C000015138 Class Y FYMNX 0000820892 S000005560 First American Nebraska Tax Free Fund C000015139 Class A FNTAX C000015140 Class C FNTCX C000015141 Class Y FNTYX 0000820892 S000005561 First American Ohio Tax Free Fund C000015142 Class A FOFAX C000015143 Class C FOTCX C000015144 Class Y FOTYX 0000820892 S000005562 First American Oregon Intermediate Tax Free Fund C000015145 Class A FOTAX C000015146 Class Y FORCX 0000820892 S000005563 First American Real Estate Securities Fund C000015147 Class A FREAX C000015148 Class B FREBX C000015149 Class C FRLCX C000015150 Class R FRSSX C000015151 Class Y FARCX 0000820892 S000005564 First American Short Tax Free Fund C000015152 Class A FSHAX C000015153 Class Y FSHYX 0000820892 S000005566 First American Short Term Bond Fund C000015156 Class A FALTX C000015157 Class Y FLTIX C000081083 Class C FBSCX 0000820892 S000005567 First American Small Cap Growth Opportunities Fund C000015158 Class A FRMPX C000015159 Class B FROBX C000015160 Class C FMPCX C000015161 Class R FMPYX C000015162 Class Y FIMPX 0000820892 S000005568 First American Small Cap Index Fund C000015163 Class A FMDAX C000015165 Class C FPXCX C000015166 Class R ARSCX C000015167 Class Y ASETX 0000820892 S000005569 First American Small Cap Select Fund C000015168 Class A EMGRX C000015169 Class B ARSBX C000015170 Class C FHMCX C000015171 Class R ASEIX C000015172 Class Y ARSTX 0000820892 S000005570 First American Small Cap Value Fund C000015173 Class A FSCAX C000015175 Class C FSCVX C000015176 Class R FSVSX C000015177 Class Y FSCCX 0000820892 S000005571 First American Mid Cap Select Fund C000015178 Class A FATAX C000015179 Class B FITBX C000015180 Class C FTACX C000015181 Class Y FATCX 0000820892 S000005572 First American Tax Free Fund C000015182 Class A FJNTX C000015183 Class C FJCTX C000015184 Class Y FYNTX 0000820892 S000005573 First American Total Return Bond Fund C000015185 Class A FCDDX C000015186 Class B FCBBX C000015187 Class C FCBCX C000015188 Class R FABSX C000015189 Class Y FCBYX 0000820892 S000005575 First American California Tax Free Fund C000015195 Class A FCAAX C000015196 Class C FCCAX C000015197 Class Y FCAYX 0000820892 S000005577 First American Colorado Tax Free Fund C000015200 Class A FCOAX C000015201 Class C FCCOX C000015202 Class Y FCOYX 0000820892 S000005578 First American Core Bond Fund C000015203 Class A FAFIX C000015204 Class B FFIBX C000015205 Class C FFAIX C000015206 Class R FFISX C000015207 Class Y FFIIX 0000820892 S000005579 First American Equity Income Fund C000015208 Class A FFEIX C000015209 Class B FAEBX C000015210 Class C FFECX C000015211 Class R FEISX C000015212 Class Y FAQIX 0000820892 S000005580 First American Equity Index Fund C000015213 Class A FAEIX C000015214 Class B FAEQX C000015215 Class C FCEIX C000015216 Class R FADSX C000015217 Class Y FEIIX 0000820892 S000014927 First American International Select Fund C000040497 Class A ISACX C000040499 Class C ICCSX C000040500 Class R ISRCX C000040501 Class Y ISYCX 0000820892 S000018455 First American Quantitative Large Cap Core Fund C000051040 Class A FQCAX C000051041 Class C FQCCX C000051043 Class Y FQCYX 0000820892 S000020012 First American Global Infrastructure Fund C000056118 Class A FGIAX C000056119 Class Y FGIYX C000070757 Class C FGNCX C000070758 Class R FGNRX 0000820892 S000027104 FIRST AMERICAN TACTICAL MARKET OPPORTUNITIES FUND C000081650 Class Y FGTYX DEFA14A 1 c61341adefa14a.htm DEFA14A defa14a
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by Registrant   þ
 
Filed by a Party other than the Registrant   o
Check the appropriate box:
o   Preliminary Proxy Statement.
 
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
 
o   Definitive Proxy Statement.
 
þ   Definitive Additional Materials.
 
o   Soliciting Material Pursuant to Section 240.14a-12.
FIRST AMERICAN INVESTMENT 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):
þ   No fee required.
 
o   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:
 
o   Fee paid previously with preliminary materials.
 
o   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:
 

 

(THE ALTMANGROUP LOGO)
         
Proxy FACT SHEET
  IMPORTANT DATES:    
 
        
 
  RECORD DATE:   October 25, 2010
 
        
 
  MAIL DATE:   November 15, 2010
 
        
SPECIAL MEETING OF SHAREHOLDERS FOR:
  MEETING DATE:   December 17, 2010
 
        
FIRST AMERICAN INVESTMENT FUNDS, INC.
        
 
        
PLEASE SEE BELOW FOR FUNDS NAMES AND CUSIPS
  MEETING TIME:   11:00 a.m. Central Time
 
        
 
  LOCATION:   Offices of FAF Advisors
 
      800 Nicollet Mall, 3rd Fl
 
      Training Room A
 
      Minneapolis, MN 55402
 
        
ADDITIONAL INFORMATION:
  CONTACT INFO:    
 
        
Fund Advisor: FAF Advisors, Inc.
  TAG INBOUND LINE:   (800) 317-8033
 
        
 
  WEBSITE:   www.firstamericanfunds.com
WHAT IS HAPPENING?
A special meeting of stockholders (the “Special Meeting”) of the First American Investment Funds, Inc. will be held at 11:00 a.m., Central Time, on Friday, December 17, 2010, at the offices of FAF Advisors, Inc.
WHAT AM I BEING ASKED TO VOTE ON?
Matters to Be Voted on by Stockholders:
  1.   For each Fund, to approve an investment advisory agreement with Nuveen Asset Management and an investment sub-advisory agreement between Nuveen Asset Management and Nuveen Asset Management, LLC.
 
  2.   For the International Fund and International Select Fund only, to approve sub-advisory agreements between Nuveen Asset Management and each Fund’s current sub-advisors.
 
  3.   For each Fund, to elect ten directors to the Board of Directors to serve upon the closing of the Transaction.
WHAT WAS INCLUDED IN THE PROXY PACKAGE?
Proxy material included a First American Investment Funds’ proxy statement, proxy card and business return envelope.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE?
The Board recommends that you vote FOR the approval of each applicable proposal.
IMPORTANT COMPANIES NAMED IN PROXY STATEMENT:
FAF Advisors, Inc.: Currently serves as investment advisor and administrator to each of the Funds.
U.S. Bank National Association (“US Bank”): Parent company of FAF Advisors, Inc.
Nuveen Asset Management: Investment Advisor for the Nuveen Funds.
Nuveen Asset Management, LLC: wholly-owned subsidiary of Nuveen Asset Management formed in anticipation of this transaction.
Nuveen Investments, LLC: Distributor for the Nuveen Funds.

 

 

PROPOSAL DETAIL:
PROPOSAL 1: TO APPROVE AN INVESTMENT ADVISORY AGREEMENT WITH NUVEEN ASSET MANAGEMENT AND AN INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN NUVEEN ASSET MANAGEMENT AND NUVEEN ASSET MANAGEMENT, LLC.
WHO VOTES ON PROPOSAL 1?
ALL FUNDS
WHY AM I BEING ASKED TO APPROVE AN INVESTMENT ADVISORY AGREEMENT?
FAF Advisors currently serves as investment advisor and administrator to each Fund. On July 29, 2010, U.S. Bank and FAF Advisors entered into a definitive agreement with Nuveen Investments, Nuveen Asset Management and certain Nuveen affiliates, whereby Nuveen Asset management will acquire a portion of the asset management business of FAF Advisors. The acquired business includes the assets of FAF Advisors used in providing investment advisory services, research, sales and distribution in connection with The First American Investment Funds. The newly proposed Advisory Agreement is intended to standardize the terms of the Funds’ investment management agreements with the agreements currently used by the Nuveen Asset Management and the Nuveen Funds.
WHAT WASN’T INCLUDED IN THIS ACQUISITION BY NUVEEN?
FAF Advisors’ money market Funds and the closed-end funds advised by FAF Advisors were not part of this transaction.
ARE THERE ANY DIFFERENCES BETWEEN THE FUNDS CURRENT ADVISORY AGREEMENT AND THE NEW AGREEMENT?
The terms and advisory services to be provided under the New Advisory Agreement are expected to be similar to those of the Current Advisory Agreement; however there are some important differences in the contractual terms.
FURTHER DETAIL:
One important difference between the Current Advisory Agreement and the New Advisory Agreement is that the fee rate under the New Advisory Agreement is comprised of a fund-level fee rate and a complex-wide level fee rate, both of which include breakpoints, while the Current Advisory Agreement only charges a fund level fee rate which, in most cases, does not include breakpoints.
**For more detailed information please refer to pages 5-37 in the proxy statement**
Another important difference between the Current Advisory Agreement and the New Advisory Agreement is that the services provided by Nuveen Asset Management to each Fund under the New Advisory Agreement include certain administrative services, whereas, under the current structure, these administrative services and certain additional services are provided pursuant to a separate administrative agreement with FAF Advisors and administrative fees are paid by the Funds separately from advisory fees.
**For more detailed information please refer to pages 5-37 in the proxy statement**

 

 

WHAT FACTORS HAS THE BOARD TAKEN INTO CONSIDERATION WITH THE NEW ADVISORY AGREEMENT?
In considering the New Advisory Agreement for each Fund, the Board, advised by independent legal counsel, reviewed and analyzed the factors it deemed relevant, including:
  1)   The nature, quality, and extent of services to be rendered to the Funds by Nuveen Asset Management
 
  2)   The cost of services to be provided, including Fund expense information
 
  3)   Whether economies of scale may be realized as the Funds grow and whether fee levels are adjusted to enable Fund investors to share in these potential economies of scale.
The directors evaluated all information available to them on a Fund-by-Fund basis, and their approval of the New Advisory Agreement was made separately with respect to each Fund. The directors, all of whom are Independent Directors, concluded that the terms of the New Advisory Agreement and the fee rates to be paid in light of the services to be provided to each Fund are in the best interests of each Fund, and that the New Advisory Agreement should be approved and recommended to stockholders for approval.
HOW WILL THIS TRANSACTION AFFECT ME AS A FUND STOCKHOLDER?
Upon the closing of the Transaction, Nuveen Asset Management will not only serve as investment adviser to the Funds, but will also provide many related services such as administration, marketing and distribution, and shareholder services. Your Fund will be integrated into the Nuveen family of funds and be rebranded as a Nuveen Fund. Shortly after closing of the Transaction, you will have access to all of the investment choices and all of the shareholder services available to Nuveen shareholders.
WILL THE INVESTMENT OBJECTIVES AND STRATEGIES OF MY FUND CHANGE?
The investment objective of your Fund and its principal investment strategies will not change as a result of the Transaction. Except for the tax free bond funds, the portfolio managers for each Fund in place immediately prior to the Transaction are expected to remain the same.
WHAT ARE THE BENEFITS TO SHAREHOLDERS FOR THIS TRANSACTION?
The Board, FAF Advisors and Nuveen Asset Management believe that the Transaction may benefit each Fund’s stockholders in a number of ways, including:
  1.   The potential for lower investment management fees as assets increase as a result of management fee breakpoints,
 
  2.   Lower overall fund expenses as the Funds realize economies of scale from being part of a larger fund complex,
 
  3.   Expanded investment choices within the fund complex and affiliation with a well-recognized fund sponsor.
PROPOSAL 2: FOR THE INTERNATIONAL FUND AND INTERNATIONAL SELECT FUND ONLY, TO APPROVE SUB-ADVISORY AGREEMENTS BETWEEN NUVEEN ASSET MANAGEMENT AND EACH FUND’S CURRENT SUB-ADVISORS.
     
Sub-Advisor   Fund
Altrinsic Global Advisors, LLC   International Fund, International Select Fund
Hansberger Global Investors, Inc.   International Fund, International Select Fund
Lazard Asset Management, LLC   International Select Fund
WHY AM I BEING ASKED TO VOTE ON PROPOSAL 2?
First American Funds (“FAF”) has entered into sub-advisory agreements (the “Current International Sub-Advisory Agreements”) with each Sub-Advisor listed above (each, a “Sub-Advisor”) under which FAF has

 

 

delegated certain of its investment advisory responsibilities for the International Fund and International Select Fund. Currently, each Sub-Advisor is responsible for managing a portion of the respective Fund’s assets and receives compensation for its services out of the investment management fee paid by each Fund to FAF and not from the Fund directly.
How do the proposed New International Sub-Advisory Agreements differ from the current agreements?
The terms of the New International Sub-Advisory Agreements are identical in all material respects to those of the current sub-advisory agreements between FAF and each sub-advisor for the International Fund and International Select Fund, except for their dates of effectiveness and term. The fee rates payable by Nuveen Asset Management to each sub-advisor under the New Sub-Advisory Agreements are identical to those paid by FAF Advisors under the Current Sub-Advisory Agreements for each Fund.
WHAT ARE THE SERVICES THAT THE NEW SUB-ADVISOR (NAM) WILL STILL PROVIDE?
The services to be provided under the New Sub-Advisory Agreements will be identical to the services provided under the Current Sub-Advisory Agreements. Both the Current Sub-Advisory Agreements and the New Sub-Advisory Agreements provide that, subject to the supervision of the Board and the adviser, the Sub-Advisor will:
  (a)   make investment decisions for the portion of the Fund’s assets allocated to the Sub-Advisor;
 
  (b)   place purchase and sale orders of portfolio securities for the Funds; and
 
  (c)   employ professional portfolio managers and securities analysts to provide research services.
PROPOSAL 3: FOR EACH FUND, TO ELECT TEN DIRECTORS TO THE BOARD OF DIRECTORS TO SERVE UPON THE CLOSING OF THE TRANSACTION.
WHO ARE THE DIRECTORS UP FOR ELECTION?
         
(01) Robert P. Bremner
  (05) William J. Schneider   (09) Terence J. Toth
(02) Jack B. Evans
  (06) Judith M. Stockdale   (10) John P. Amboian
(03) William C. Hunter
  (07) Carole E. Stone    
(04) David J. Kundert
  (08) Virginia L. Stringer    
**Virginia L. Stringer is a current member of the FAF Funds’ Board. All other nominees currently serve as directors/trustees of various Nuveen Funds.
WHY AM I BEING ASKED TO ELECT THE BOARD OF DIRECTORS?
Due to Nuveen Asset Management acquiring a portion of the assets of FAF Advisors, the ten persons listed above were recommended by the current Board to serve upon the closing of the Transaction.
DETAIL:
There are ten nominees, one of whom currently serves on the Board for the First American Investment Funds. The other nine nominees currently serve as directors or trustees to various Nuveen funds and were recommended by the current Board to serve upon the closing of the Transaction. It is expected that the current member of the Board who is being nominated will join the boards of other Nuveen Funds. The proposed use of a single board for all funds in the Nuveen family of funds is expected to result in enhanced supervision, administrative efficiencies and cost savings.
WHAT ARE THE QUALIFICATIONS FOR EACH DIRECTOR?
In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to internal and external sub-advisers and service providers) and, if qualifying as an independent board member candidate, independence from the adviser, sub-advisers, underwriters or other service providers, including any

 

 

affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence.
WHAT VOTING RECOMMENDATIONS HAS THE BOARD SUGGESTED FOR ALL THE PROPOSALS TO BE DISCUSSED AT THE SPECIAL MEETING?
The Board has recommended that shareholders vote in ‘Favor’ for all the proposals to be discussed at the meeting.
CONTENTS OF THE PROXY PACKAGE: PROXY STATEMENT, VOTING BALLOT, AND BUSINESS REPLY ENVELOPE

IS THERE A PHONE NUMBER THAT I CAN CALL REGARDING NON-PROXY RELATED QUESTIONS?
800-677-FUND

 

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