As filed with the Securities and Exchange Commission on December 21, 2021
File No. 333-259405
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☐ Pre-Effective Amendment No.
☒ Post-Effective Amendment No. 1
FIRST AMERICAN FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
(612) 303-7987
(Area Code and Telephone Number)
Richard J. Ertel
U.S. Bancorp Asset Management, Inc.
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Name and Address of Agent for Service)
Copies of Communications to: | |
Paulita A. Pike Ropes & Gray LLP 191 North Wacker Drive 32nd Floor Chicago, IL 60606 | Rita Rubin Ropes & Gray LLP 191 North Wacker Drive 32nd Floor Chicago, IL 60606 |
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 shall become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
Title of Securities Being Registered: Class Z shares of common stock of Government Obligations Fund, a series of the Registrant. The Registrant has previously registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee is payable herewith in reliance upon Section 24(f).
FIRST AMERICAN FUNDS, INC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Letter to Shareholders*
Notice of Special Meeting*
Shareholder Voting Instructions*
Part A - Proxy Statement/Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
*Incorporated by reference from Registrant’s Registration Statement on Form N-14, as filed with the Securities and Exchange Commission on October 19, 2021, and subsequently filed in definitive form pursuant to Rule 497 on October 22, 2021 (the “Registration Statement”).
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Explanatory Note
This post-effective amendment is being filed solely for the purpose of including in the Registration Statement the opinion of Ropes & Gray LLP as to tax matters (Exhibit 12) for the reorganization of Government Select Series, a series of PFM Funds, into the Government Obligations Fund, a series of First American Funds, Inc.
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PART C. OTHER INFORMATION
Item 15. Indemnification
The Registrant’s Articles of Incorporation and Bylaws provide that the Registrant shall indemnify such persons for such expenses and liabilities, in such manner, under such circumstances, and to the full extent as permitted by Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended; provided, however, that no such indemnification may be made if it would be in violation of Section 17(h) of the Investment Company Act of 1940, as now enacted or hereafter amended, and any rules, regulations, or releases promulgated thereunder. Section 302A.521 of the Minnesota Statutes, as now enacted, provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, the person has not been indemnified by another organization for the same judgments, penalties, fines, settlements, and reasonable expenses incurred by the person in connection with the proceeding with respect to the same acts or omissions; acted in good faith, received no improper personal benefit, and the Minnesota Statutes dealing with directors’ conflicts of interest, if applicable, have been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful; and reasonably believed that the conduct was in the best interests of the corporation or, in certain circumstances, reasonably believed that the conduct was not opposed to the best interests of the corporation. 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.
Item 16. Exhibits
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(3) Not applicable.
(5) Not applicable.
5
(8) Not applicable.
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(15) Not applicable.
(17) Not applicable.
* 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) under 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 Securities 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.
(3) The undersigned Registrant agrees that executed opinion of counsel supporting the tax matters discussed in the Joint Proxy Statement/Prospectus will be filed with the Securities and Exchange Commission following the closing of the Reorganization.
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SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Minneapolis and State of Minnesota, on the 21st day of December, 2021.
First American Funds, Inc. | By: | /s/ Eric J. Thole | ||
Registrant | Eric J. Thole, President |
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 21, 2021.
SIGNATURE | TITLE
|
/s/ Eric J. Thole | President (principal executive officer) |
Eric J. Thole | |
/s/ Jill M. Stevenson | Treasurer (principal financial/ accounting officer) |
Jill M. Stevenson | |
* | Director |
David K. Baumgardner | |
* | Director; Chairman of the Board of Directors |
Mark E. Gaumond | |
* | Director |
Roger A. Gibson | |
* | Director |
Jennifer J. McPeek | |
* | Director |
C. David Myers | |
* | Director |
P. Kelly Tompkins | |
* Richard J. Ertel, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Directors of First American Funds, Inc. pursuant to the powers of attorney duly executed by such persons.
| |
By: /s/ Richard J. Ertel | Attorney-in-Fact |
Richard J. Ertel |
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INDEX TO EXHIBITS
Exhibit No. | Title of Exhibit | |
(12) | Opinion and Consent of Ropes & Gray LLP regarding tax matters and consequences to shareholders discussed in the Proxy Statement and Prospectus. |
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