SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] 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 10:00 a.m., Central Time, on Monday,
July 21, 2003, at 800 Nicollet Mall, Minneapolis, Minnesota, on the 3rd 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 avoid a follow-up mailing by voting today.
June 24, 2003
/s/ James D. Alt
----------------
James D. Alt
Secretary
FIRST AMERICAN FUNDS, INC.
Special Meeting of the Class S Shareholders of
Government Obligations Fund
Prime Obligations Fund
Tax Free Obligations Fund
Treasury Obligations Fund
To Be Held July 21, 2003
QUESTIONS AND ANSWERS
As a Class S shareholder of one of the funds listed above, you have the right to
vote at the upcoming special shareholder meeting. Here are some questions and
answers concerning the proposal that is being presented at that meeting. Please
be sure to read the full text of the enclosed proxy statement.
Q. What am I being asked to approve?
A. You are being asked to approve a new Distribution Plan under which your Fund
will pay a fee equal, on an annual basis, to .25% of the value of the Fund's
average daily net assets attributable to its Class S shares.
Q. What is the purpose of this fee?
A. Your Fund will pay this fee to the Fund's distributor, Quasar Distributors,
LLC, to defray the costs and expenses that Quasar incurs in distributing the
Fund's Class S shares.
Q. Don't the Funds already pay Quasar for distributing their Class S shares?
A. No. Quasar currently acts as the distributor of each Fund's Class S shares
without compensation. Your Fund's Board of Directors has determined, however,
that adoption of the Distribution Plan should help to promote sales of the
Fund's Class S shares by giving Quasar the means to compensate its investment
executives and other broker-dealers, banks and financial institutions involved
in the distribution of Class S shares.
Q. Will my Fund's total expenses increase if the proposal is approved?
A, No. U.S. Bancorp Asset Management, the Funds' investment advisor, has agreed
to reduce its investment advisory fee from .35% to .10% of each Fund's average
daily net assets if the proposal is approved. Therefore, total expenses for the
Class S shares will remain unchanged.
Q. Why has U.S. Bancorp Asset Management agreed to reduce its fee?
A. This reduction in each Fund's advisory fee will enable the Funds to offer a
new class of shares with a competitive expense ratio to institutional investors
making a minimum investment of at least $10 million.
Q. How does the Board of Directors recommend that I vote?
A. After careful consideration, the members of your Fund's Board of Directors
unanimously recommend that you vote FOR the new Distribution Plan.
Q. How do I vote my shares?
A. Please complete the enclosed proxy card(s) and return the card(s) in the
enclosed self-addressed, postage-paid envelope, or take advantage of the
telephone or internet voting procedures described on the proxy card(s).
2
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"). Quasar
Distributors, LLC ("Quasar"), an affiliate of USBAM and Fund Services, acts as
the Distributor of each class of the Funds' shares. The address of the Funds and
the Adviser is 800 Nicollet Mall, Minneapolis, Minnesota 55402. The address of
Fund Services and Quasar 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
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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). Abstentions and broker non-votes will not be voted with respect to any
proposed adjournments, but abstentions will be counted as "present" for this
purpose.
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 71,493,702
Prime Obligations Fund 52,115,544
Tax Free Obligations Fund 156,649,920
Treasury Obligations Fund 1,443,770,998
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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 June 10, 2003, except as follows:
Government Obligations Fund
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ --------------- --------
USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT A 409,691,289.84 78.43%
OF ITS CUSTOMERS
GOV OBLIG FD A OMNIBUS ACCOUNT
ATTN TA SERVICES MPFP 1922
601 2ND AVE S
MINNEAPOLIS MN 55402-4303
BAND & CO A 50,251,927.46 9.62%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
US BANK NA A 50,151,357.54 9.60%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
BAND & CO D 996,103,255.96 99.83%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO S 66,189,940.34 92.58%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
5
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ --------------- --------
BAND & CO S 5,195,755.52 7.27%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO Y 589,102,396.61 34.70%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO Y 461,272,904.53 27.17%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
US BANK NA Y 451,324,254.62 26.59%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
USBANCORP PIPER JAFFRAY FOR THE SOLE BENEFIT OF Y 192,203,445.141 11.32%
ITS CUSTOMERS
GOV OBLIG FD Y OMNIBUS ACCOUNT
ATTN TA SERVICES MPFP 1922
601 2ND AVE S
MINNEAPOLIS MN 55402-4303
6
Prime Obligations Fund
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ ---------------- --------
USBANCORP PIPER JAFFRAY FOR THE SOLE BENEFIT OF A 3,761,693,208.78 76.15%
ITS CUSTOMERS
PRIME OBLIG A OMNIBUS ACCOUNT
ATTN: TA SERVICES MPFP 1922
601 2ND AVE S
MINNEAPOLIS MN 55402-4303
US BANK NA A 529,247,922.11 10.71%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
BAND & CO A 347,850,792.40 7.04%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
USBANCORP PIPER JAFFRAY FOR THE SOLE BENEFIT OF B 2,159,144.346 24.62%
ITS CUSTOMERS
PRIME OBLIGATIONS B OMNIBUS ACCT
ATTN TA SERVICES BC-MN-H05U
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
BAND & CO C 2,664,989.55 35.15%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
WELLS FARGO INVESTMENTS C 1,000,000.00 13.19%
A/C 4583-5368
608 SECOND AVENUE SOUTH 8TH FL
MINNEAPOLIS MN 55402-1916
7
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ ---------------- --------
USBANCORP PIPER JAFFRAY FOR THE SOLE BENEFIT OF C 692,762.775 9.14%
ITS CUSTOMERS
PRIME OBLIGATIONS C OMNIBUS ACCT
ATTN TA SERVICES BC-MN-H05U
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
BAND & CO D 867,622,212.21 98.19%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO I 1,218,515,054.64 62.74%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO I 524,683,872.78 27.02%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
USBANCORP PIPER JAFFRAY FOR THE SOLE BENEFIT OF I 128,986,476.88 6.64%
ITS CUSTOMERS
PRIME OBLIGATIONS I OMNIBUS ACCT
ATTN TA SERVICES BC-MN-H05U
800 NICOLLET MALL
MINNEAPOLIS MN 55402-7000
BAND & CO S 48,350,291.52 92.78%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
8
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ ---------------- --------
BAND & CO S 3,765,242.86 7.22%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO Y 4,156,199,642.44 53.32%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
US BANK NA Y 1,569,108,158.98 20.13%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
USBANCORP PIPER JAFFRAY FOR THE Y 1,224,915,796.03 15.72%
SOLE BENEFIT OF ITS CUSTOMERS
PRIME OBLIG INST Y OMNIBUS ACCOUNT ATTN TA
SERVICES MPFP 1922
601 2ND AVE S
MINNEAPOLIS MN 55402-4303
BAND & CO Y 752,489,165.62 9.65%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
9
Tax Free Obligations Fund
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ --------------- --------
USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT A 274,278,160.92 68.24%
OF ITS CUSTOMERS
TAX FREE OBLIG A OMNIBUS ACCOUNT ATTN: TA
SERVICES MPFP 1922
601 2ND AVE S
MINNEAPOLIS MN 55402-4303
US BANK NA A 70,553,736.10 17.55%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
FBS INVESTMENT SERVICES INC A 24,500,469.55 6.10%
FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS
ATTN MONEY FUNDS UNIT R/R
800 NICOLLET MALL STE 800
MINNEAPOLIS MN 55402-7020
BAND & CO D 27,160,281.09 99.99%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO S 149,392,005.26 95.37%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO Y 732,304,832.25 75.11%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
10
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ --------------- --------
US BANK NA Y 151,300,669.32 15.52%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
BAND & CO Y 62,619,413.87 6.42%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
Treasury Obligations Fund
Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ ---------------- --------
BAND & CO A 451,848,459.48 90.46%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
USBANCORP PIPER JAFFRAY FOR THE EXCLUSIVE BENEFIT A 37,014,828.289 7.41%
OF ITS CUSTOMERS
TREASURY OBLIG A OMNIBUS ACCOUNT ATTN: TA
SERVICES MPFP 1922
601 2ND AVE S
MINNEAPOLIS MN 55402-4303
BAND & CO D 5,949,690,913.14 99.67%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
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Class Percentage
of Number of Ownership
Name and Address of Beneficial Owner Shares Shares of Class of Class
- ------------------------------------ ------ ---------------- --------
BAND & CO S 901,944,514.37 62.47%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO S 473,744,469.62 32.81%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO Y 2,487,534,661.54 59.71%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
BAND & CO Y 803,786,357.45 19.29%
C/O US BANK
ATTN ACM DEPT
PO BOX 1787
MILWAUKEE WI 53201-1787
US BANK NA Y 531,866,370.48 12.77%
ATTN CATHY NELSON
800 NICOLLET AVE BC-MN-H18U
MINNEAPOLIS MN 55402
To the knowledge of the Funds, as of June 10, 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.
12
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 pursuant to a distribution
agreement dated October 1, 2001. 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 also 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, which is not a Rule 12b-1
plan, Quasar may provide these shareholder services either directly, or
indirectly by entering into agreements with other service providers.
Historically, Quasar has provided most of these shareholder services indirectly
through an arrangement with USBAM, which actually performed the services on
behalf of Quasar. In order to reflect this reality, the Funds' Board of
Directors has approved a new Shareholder Service Plan and Agreement directly
between the Fund and
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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, which also is
not a Rule 12b-1 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."
The reduction in the advisory fee from .35% to .10% was proposed by
USBAM and approved by the Funds' Board of Directors due to competitive
conditions among money market funds. More specifically, this reduction will
enable the Funds to offer a new class of shares to institutional investors
making a minimum investment of at least $10 million which has a total expense
ratio comparable to that of other institutionally-oriented money market funds.
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 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
14
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 with respect to its Class S shares 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 the Distributor receives under the Distribution Plan.
15
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.
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.
16
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.
17
GOVERNMENT OBLIGATIONS FUND
Shareholder Fees Actual Pro Forma
------ ---------
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
- ------------------ ----------------- ----------------- -------------------
Pro Pro Pro Pro
Actual Forma Actual Forma Actual Forma Actual Forma
- ------ ------ ------ ----- ------ ----- ------ -----
$77 $77 $253 $253 $444 $444 $996 $996
18
PRIME OBLIGATIONS FUND
Shareholder Fees Actual Pro Forma
------ ---------
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.
Example (expenses borne by Class S shareholders if shares are held for indicated
periods):
1 year 3 years 5 years 10 years
- ------------------ ----------------- ----------------- -------------------
Pro Pro Pro Pro
Actual Forma Actual Forma Actual Forma Actual Forma
- ------ ------ ------ ----- ------ ----- ------ -----
$80 $80 $256 $256 $447 $447 $999 $999
19
TAX FREE OBLIGATIONS FUND
Shareholder Fees Actual Pro Forma
------ ---------
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
- ------------------ ----------------- ----------------- -------------------
Pro Pro Pro Pro
Actual Forma Actual Forma Actual Forma Actual Forma
- ------ ------ ------ ----- ------ ----- ------ -----
$77 $77 $253 $253 $444 $444 $996 $996
20
TREASURY OBLIGATIONS FUND
Shareholder Fees Actual Pro Forma
------ ---------
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
- ------------------ ----------------- ----------------- -------------------
Pro Pro Pro Pro
Actual Forma Actual Forma Actual Forma Actual 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.
21
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) Held
Name, Address, with FAF and Time Principal Occupation(s)
and Age Served** During Past 5 Years
- -------------- ----------------- -----------------------
Thomas S. Schreier, Jr., President of FAF Chief Executive Officer of
U.S. Bancorp Asset since February U.S. Bancorp Asset Management,
Management, Inc. 2001 Inc. since May 2001; Chief
800 Nicollet Mall Executive Officer of First
Minneapolis, Minnesota American Asset Management from
55402 (40)* December 2000 through May 2001
and of Firstar Investment &
Research Management Company
from February 2001 through May
2001; Senior Managing 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
22
Position(s) Held
Name, Address, with FAF and Time Principal Occupation(s)
and Age Served** During Past 5 Years
- -------------- ----------------- -----------------------
Mark S. Jordahl Vice President - Chief Investment Officer of
U.S. Bancorp Asset Investments of U.S. Bancorp Asset Management,
Management, Inc. FAF since Inc. since September 2001;
800 Nicollet Mall September 2001 President and Chief Investment
Minneapolis, Minnesota Officer, ING Investment
55402 (42)* Management - Americas
(September 2000 to June 2001);
Senior Vice President and
Chief Investment 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 President - Senior Vice President of U.S.
U.S. Bancorp Asset Administration of Bancorp Asset Management since
Management, Inc. FAF since March May 2001; Senior Vice
800 Nicollet Mall 2000 President of First American
Minneapolis, Minnesota Asset Management through May
55402 (46)* 2001
23
Position(s) Held
Name, Address, with FAF and Time Principal Occupation(s)
and Age Served** During Past 5 Years
- -------------- ----------------- -----------------------
Robert H. Nelson Treasurer of FAF Senior Vice President of U.S.
U.S. Bancorp Asset since March 2000 Bancorp Asset Management since
Management, Inc. May 2001; Senior Vice
800 Nicollet Mall President of First American
Minneapolis, Minnesota Asset Management from 1998
55402 (39)* through May 2001 and of
Firstar Investment & Research
Management Company from
February 2001 through May
2001; Senior Vice President of
Piper Capital Management Inc.
through 1998
James D. Alt Secretary of FAF Partner, Dorsey & Whitney LLP,
50 South Sixth Street since June 2002; a Minneapolis-based law firm
Suite 1500 Assistant
Minneapolis, Minnesota Secretary of FAF
55402 (51) from September
1998 to June 2002
Michael J. Radmer Assistant Partner, Dorsey & Whitney LLP,
50 South Sixth Street Secretary of FAF a Minneapolis-based law firm
Suite 1500 since March 2000;
Minneapolis, Minnesota Secretary of FAF
55402 (58) from September
1999 through
March 2000
24
Position(s) Held
Name, Address, with FAF and Time Principal Occupation(s)
and Age Served** During Past 5 Years
- -------------- ----------------- -----------------------
Kathleen L. Prudhomme Assistant Partner, Dorsey & Whitney LLP,
50 South Sixth Street Secretary of FAF a Minneapolis-based law firm
Suite 1500 since September
Minneapolis, Minnesota 1998
55402 (50)
Douglas G. Hess Assistant Assistant Vice President, Fund
612 E. Michigan Street Secretary of FAF Compliance Administrator, U.S.
Milwaukee, Wisconsin 53202 since September Bancorp Fund Services, LLC
(35)* 2001 (fka Firstar Mutual Fund
Services, LLC) since March 1997
James R. Arnold Assistant Vice President, U.S. Bancorp
615 E. Michigan Street Secretary of FAF Fund Services, LLC (fka
Milwaukee, Wisconsin 53202 since June 2003 Firstar Mutual Fund Services,
(46)* LLC) since March 2002; Senior
Administration Services
Manager, UMB Fund Services,
Inc. (fka Sunstone Financial
Group, Inc.) from January 1997
through March 2002
25
Position(s) Held
Name, Address, with FAF and Time Principal Occupation(s)
and Age Served** During Past 5 Years
- -------------- ----------------- -----------------------
Richard J. Ertel Assistant Disclosure Counsel, U.S.
U.S. Bancorp Asset Secretary of FAF Bancorp Asset Management, Inc.
Management, Inc since June 2003 since May 2003; Associate
800 Nicollet Mall Counsel, Hartford Life and
Minneapolis, Minnesota Accident Insurance Company
55402 (35)* from April 2001 through May
2003; from January 1997
through March 2001, Attorney
and Law Clerk, Fortis
Financial Group
* Messrs. Schreier, Jordahl, Wilson and Nelson are each officers of the
Adviser and Mr. Ertel is Disclosure Counsel for the Adviser. Mr. Hess and Mr.
Arnold are officers of U.S. Bancorp Fund Services, LLC, which is a subsidiary
of U.S. Bancorp and which serves as Co-Administrator for the Funds.
** Each officer is re-elected by the Board annually.
26
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
/s/ James D. Alt
----------------
James D. Alt
Secretary
27
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
29
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.
(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.
30
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.
31
NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS
TIME:
Monday, July 21, 2003 at 10:00 a.m.
PLACE:
800 Nicollet Mall
3rd Floor
Minneapolis, Minnesota
IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.
THREE EASY WAYS TO VOTE YOUR PROXY.
--------------------------- --------------------------- ----------------------------
To vote by Telephone To vote by Internet To vote by Mail
1) Read the Proxy 1) Read the Proxy 1) Read the Proxy
Statement and have Statement and have Statement.
this Proxy card at this Proxy card at 2) Check one of the
[FIRST AMERICAN FUNDS LOGO] hand. hand. appropriate boxes on
P.O. Box 9132 2) Call 1-800-690-6903. 2) Go to: www.proxyweb.com the reverse side.
Hingham, MA 02043 3) Enter the 14-digit 3) Enter the 14-digit 3) Sign and date the Proxy
control number at left control number at left card below.
and follow the simple and follow the simple 4) Return the Proxy card
instructions. instructions. in the envelope
provided.
--------------------------- --------------------------- ----------------------------
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.
[NAME OF FUND] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST AMERICAN FUNDS, INC.
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 the above referenced fund (the "Fund"), held by the undersigned at the Special Meeting of Class S shareholders of the Fund
(the "Meeting") 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.
Dated: _________________, 2003
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Signature(s) (owner, joint owners, trustee, custodian, etc.) (Sign in the Box)
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.
- ------------------------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. APPROVE A RULE 12b-1 DISTRIBUTION PLAN FOR THE CLASS S SHARES OF THE FUND. | | | | | |
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the 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 PROMPTLY IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED.