UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
I. General Identifying Information
1. Reason fund is applying to deregister (check only
one; for descriptions, see Instruction 1 above):
[ X ] Merger
[ ] 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: Fortis Fiduciary Fund, Inc.
3. Securities and Exchange Commission File No.: 811-
03269
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):
Fortis Fiduciary Fund, Inc.
500 Bielenberg Drive
Woodbury MN 55125
6. Name, address and telephone number of individual
the Commission staff should
contact with any questions regarding this form:
Scott R. Plummer, Esq.
Fortis Fiduciary Fund, Inc.
500 Bielenberg Drive
Woodbury MN 55125
(651) 738-5602
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]:
Fortis Advisers, Inc.
500 Bielenberg Drive
Woodbury MN 55125
(651) 738-4000
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):
Minnesota
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 contract with those
advisers have been terminated:
Fortis Advisers, Inc.
500 Bielenberg Drive
Woodbury MN 55125
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:
Fortis Investors, Inc.
500 Bielenberg Drive
Woodbury MN 55125
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:
December 11, 1997
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:
October 20, 1998
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
(a) If Yes, list the date(s) on which the fund made
those distributions:
October 22, 1998
(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:
Were any distributions to shareholders made in
kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares
owned by affiliates, or any other
affiliation of shareholders:
17. Closed-end funds only:
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?
[ ] Yes [ X ] No
If No,
(a) How many shareholders does the fund have as
of the date this form is
filed?
O
(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?
[ ] 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
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: $18,380.50
(ii) Accounting expenses: $0
(iii) Other expenses (list and identify
separately):
Printing of proxy: $57,843.69
Mailing of proxy: $36,701.77
(iv) Total expenses (sum of lines (i) - (iii) above):
$113,558.05
(b) How were those expenses allocated?
Pro rata by total net assets between Fortis
Fiduciary Fund, Inc. and Fortis Capital Fund, a
portfolio of Fortis Equity Portfolios, Inc.
(c) Who paid those expenses?
Fortis Fiduciary Fund and Fortis Capital Fund.
(d) How did the fund pay for unamortized expenses (if
any)?
Fortis Capital Fund paid the unamortized
expenses of Fortis Fiduciary Fund.
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:
Capital Fund, a portfolio of Fortis Equity
Portfolios, Inc.
(b) State the Investment Company Act file number of
the fund surviving the Merger:
811-00558
(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:
File number: 2-11387
Form type: N-14
Date filed: August 14, 1998
(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.
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
Fortis Fiduciary Fund, Inc., (ii) he or she is the
Vice President of Fortis Fiduciary Fund, Inc., 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 his or her knowledge, information and belief.
/s/ Scott R. Plummer
(Signature)
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