FORM N-8F
[As last amended in Release No. IC-23786, effective June 1, 1999, 64 F.R.
19469.]
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies.
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] Merger
[ X ]Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification at the
end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of the
form.)
2. Name of fund: DARUMA MID-CAP VALUE FUND (the "Fund"), sole series of
The Daruma Funds, Inc.
3. Securities and Exchange Commission File No.: 811-07621
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4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ X ]Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
60 East 42nd Street, Suite 1111
New York, New York 10165
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Robert K. Fulton, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8042
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Certain accounts, books and other documents required to be maintained
by the Fund pursuant to Section 31(a) of the Investment Company Act
and the rules thereunder are located at (1) the Fund's office, 60
East 42nd Street, Suite 1111, New York, NY 10165, telephone number
(212) 687-1233; (2) the Fund's transfer agent, American Data
Services, Inc., 150 Metor Parkway, Suite 109, Hauppague, NY 11788,
telephone number (631) 951-0100; and (3) the Fund's custodian,
Firstar Bank, NA, 425 Walnut Street, Cincinnati, OH 45202-1118,
telephone number (513) 632-4742.
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in Rules 31a-1 and 31a-2 for the periods
specified in those rules.
8. Classification of fund (check only one):
[ X ]Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ X ] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Incorporated under the laws of Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Daruma Asset Management, Inc.
60 East 42nd Street, Suite 1111
New York, New York 10165
(212) 687-1233
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Not Applicable
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [ X ] No
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the board vote took place: May 15,
2000
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
June 23, 2000
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[ X ] Yes [ ] No
All shares of the Fund were liquidated at the Fund's NAV on June 29,
2000 and the proceeds mailed to shareholders on June 30, 2000.
(a) If Yes, list the date(s) on which the fund made those
distributions: June 30, 2000
(b) Were the distributions made on the basis of net assets?
[ X ] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[ X ] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) Liquidations only: Not Applicable
Were any distributions to shareholders made in kind?
[ ] Yes [ X ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
17. Closed-end funds only: Not Applicable
Has the fund issued senior securities?
[ ] Yes [ ] No
If yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[ X ] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [ X ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above.)
[ ] Yes [ X ] No
If Yes,
(a) Describe the type and amount of each assets retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [ X ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request for Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $10,000.00
(ii) Accounting expenses: $4,500.00
(iii)Other expenses (list and identify separately): - 0 -
(iv) Total expenses (sum of lines (i)-(iii) above): $14,500.00
(b) How were those expenses allocated?
The expenses will be paid by the Fund's Advisor, Daruma Asset
Management, Inc.
(c) Who paid those expenses?
The Fund's Advisor--Daruma Asset Management, Inc.
(d) How did the fund pay for unamortized expenses (if any)?
There were none at the time of liquidation.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [ X ] No
If yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [ X ] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [ X ] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
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VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under Section 8(f) of the Investment Company Act of
1940 on behalf of Daruma Mid-Cap Value Fund, the sole series of The Daruma
Funds, Inc.; (ii) that or she is the President of Daruma Mid-Cap Value Fund; and
(iii) all actions by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this Form N-8F application have
been taken.
The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of her knowledge, information and belief.
//s// Mariko O. Gordon
President
Dated: July 3, 2000
