UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form N-8F
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 and the end of the form.)
2. Name of fund: U.S. Mid-Cap Portfolio (the "Applicant")
3. Securities and Exchange Commission File No.: 811-08467
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 (including No. & Street, City,
State, Zip Code): Butterfield House, 4th Floor, Fort Street, P.O. Box
2330, George Town, Grand Cayman, Cayman Islands, B.W.I.
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form: Christine D.
Dorsey, 59 Wall Street Administrators, Inc., 21 Milk Street, Boston, MA
02109, (617) 423-0800.
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]:
Christine D. Dorsey, 59 Wall Street Administrators, Inc., 21 Milk
Street, Boston, MA 02109, (617) 423-0800.
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 one only):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g.,Delaware,
Massachusetts): New York
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: Brown Brothers
Harriman & Co., 59 Wall Street, New York, NY 10005
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: 59 Wall Street Distributors, Inc.,
21 Milk Street, Boston, MA 02109.
13. If the fund is a unit investment trust ("UIT") provide: Not applicable.
(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:
February 9, 1999
If No, explain:
(c) Did the fund obtain approval from the shareholder concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain: The Applicant did not obtain shareholder authorization
of the liquidation of the business of the Applicant. Pursuant to the
Declaration of Trust of the Applicant, the Applicant has duly given
written notice to shareholders regarding the liquidation. Under such
circumstances, shareholder authorization of the liquidation of the
business of the Applicant is not required.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
2/16/99
(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?
[ ] Yes [X] 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:
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 asset 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 liabilities:
(c) How does the fund intend to pay these outstanding debts or 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: NONE
(ii) Accounting expenses: NONE
(iii) Other expenses (list and identify separately): NONE
(iv) Total expenses (sum of lines (i)-(iii) above): NONE
(b) How were those expenses allocated?
(c) Who paid those expenses?
(d) How did the fund pay for unamortized expenses (if any)?
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) 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 U.S. Mid-Cap Portfolio, (ii) she is the Assistant Secretary of
U.S. Mid-Cap Portfolio, and (iii) all actions by shareholders, directors or 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.
U.S. MID-CAP PORTFOLIO
----------------------------
By: Molly S. Mugler, Assistant Secretary
