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APPENDIX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
INSTRUCTIONS FOR USING FORM N-8F
THIS FORM MAY BE FILED BY AN INVESTMENT COMPANY ("FUND") THAT IS CURRENTLY
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE INVESTMENT
COMPANY ACT OF 1940 ("ACT"), IS SEEKING TO DEREGISTER, AND IS IN ONE OF THE FOUR
CATEGORIES IN INSTRUCTION 1 BELOW.
1. To use this form, the fund must be seeking to deregister under one of
the following circumstances identified in rule 8f-1[17 CFR 270.8f-1]:
(a) The fund has (i) sold substantially all of its assets to
another registered fund or (ii) merged into or consolidated
with another registered fund ("MERGER");
(b) The fund has distributed substantially all of its assets to
its shareholders and has completed, or is in the process of,
winding up its affairs ("LIQUIDATION");
(c) The fund qualifies for an exclusion from the definition of
"investment company" under section 3(c)(1) or section 3(c)(7)
of the Act ("ABANDONMENT OF REGISTRATION"); or
(d) The fund has become a business development company ("BUSINESS
DEVELOPMENT COMPANY").
2. If the fund is not eligible to use this form, refer to rule 0-2 under
the Act [I7 CFR 270.0-2] for general instructions on filing an
application with the Commission. Applications for deregistration
pursuant to rule 0-2 must be submitted electronically in accordance
with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)]
and the EDGAR Filer Manual.
3. This form and all exhibits must be submitted electronically to the
Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T [17
CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
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4. Amendments to this form also must be filed electronically (see
Instruction 3 above), and must include a verification identical to the
one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.
6. Funds are reminded of the requirement to timely file a final Form N-SAR
with the Commission. See rule 30b1-1 under the Act [17 CFR 270.30b1-1];
Form N-SAR [17 CFR 274.101].
SEC'S COLLECTION OF INFORMATION
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid OMB control
number. A fund that wishes to deregister and is in one of the four categories in
Instruction I may use this form. The principal purpose of this collection of
information is to enable the Commission to determine that a registered
investment company has ceased to be an investment company as defined by the Act
or is a business development company. The Commission estimates that the burden
for completing this form will be approximately 3 hours per filing. Any member of
the public may direct to the Commission any comments concerning the accuracy of
the burden estimate of this form, and any suggestions for reducing this burden.
This collection of information has been reviewed by the Office of Management and
Budget in accordance with the clearance requirements of 44 U.S.C. Section 3507.
Responses to this collection of information will not be kept confidential.
TEXT OF THE FORM BEGINS ON THE NEXT PAGE
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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: Pacific Horizon Funds, Inc.
3. Securities and Exchange Commission File No.: 811-4293
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): Pacific Horizon Funds, Inc., 400 Bellevue Parkway,
Wilmington, Delaware 19809.
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form: Kenneth L.
Greenberg, Esq., Drinker Biddle & Reath LLP, One Logan Square, 18th and
Cherry Streets, Philadelphia, PA 19103 (215) 988-1152.
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]:
(1) Bank of America, National Trust and Savings Association, 555
South Flower Street, Los Angeles, California 90071 (records
relating to the investment adviser and administrator and to
the sub-custodian for the Funds it services).
(2) Provident Distributors, Inc., Four Falls Corporate Center, 6th
Floor, West Conshohocken, Pennsylvania 19428-2961 (records
relating to the distributor).
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(3) Wellington Management Company, LLP, 75 State Street, Boston,
Massachusetts 02109 (records relating to the investment
sub-adviser for the International Equity Fund).
(4) The Bank of New York, 90 Washington Street, New York, New York
10286 (records relating to the custodian for the Funds it
services).
(5) PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809
(records relating to the transfer agent and sub-administrator
for the Funds it services) .
(6) BankAmerica Corporation, 101 South Tryon Street, Charlotte,
North Carolina 20255-0001 (Registrant's Charter, By-Laws and
Minute Books).
(7) PNC Bank, National Association, 200 Stevens Drive, Lester,
Pennsylvania 19113 (records relating to the custodian for the
Funds it services).
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):
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:
Bank of America National Trust and Savings Association
(investment adviser), 555 South Flower Street, Los Angeles,
California 90071
Wellington Management Company, LLP (sub-adviser), 75 State
Street, Boston, MA 02109
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Robertson Stephens & Company Investment Management, L.P.
(investment adviser), 555 California Street, San Francisco,
California 94104
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:
Provident Distributors, Inc., Four Falls Corporate Center, 6th
Floor, West Conshohocken, Pennsylvania 19428
Concord Financial Group, Inc., 3435 Stelzer Road, Columbus,
Ohio 43219
13. If the fund is a unit investment trust ("UIT") provide:
N/A
(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:
January 14, 1999
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
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If Yes, state the date on which the shareholder vote took
place:
May 4, 1999
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:
May 14, 1999 with respect to the Government, Prime, Tax-Exempt
Money, Treasury, Treasury Only, Flexible Income, Short-Term
Government, National Municipal Bond, Aggressive Growth,
International Equity and U.S. Government Securities Funds and
May 21, 1999 with respect to the Asset Allocation, Blue Chip,
California Municipal Bond, California Tax-Exempt Money Market,
Capital Income and Intermediate Bond Funds.
(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: N/A
(e) Liquidations only: N/A
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: N/A
Has the fund issued senior securities?
[ ] Yes [ ] No
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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,
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(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(1):
(i) Legal expenses: $1,014,800
(ii) Accounting expenses: $385,586
(iii) Other expenses (list and identify separately):
$7,319,975 (See Attachment A)
(iv) Total expenses (sum of lines (i)-(iii) above):
$8,720,361
(b) How were those expenses allocated? Banc of America Advisors,
Inc. paid all of the above expenses.
(c) Who paid those expenses? Banc of America Advisors, Inc. paid
the expenses of the reorganization.
(d) How did the fund pay for unamortized expenses (if any)?
Banc of America Advisors, Inc. paid any unamortized expenses.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[X] Yes [ ] 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:
Investment Company Act of 1940 Releases No. 23836 (Order) and 23807
(Notice)
V. CONCLUSION OF FUND BUSINESS
(1) These expenses represent the reorganization of Pacific Horizon Funds, Inc.,
Master Investment Trust, Series I and Time Horizon Funds. The Blue Chip and
Intermediate Bond Funds of Pacific Horizon Funds, Inc. invested all of their
assets in the Blue Chip and Investment Grade Bond Master Portfolios of Master
Investment Trust, Series I.
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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: Nations
Fund, Inc., Nations Institutional Reserves and Nations Fund
Trust. See Attachment B for additional information.
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-4614 (Nations Fund, Inc.), 811-6030
(Nations Institutional Reserves), 811-4305 (Nations Fund
Trust).
(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:
Nations Fund, Inc., File No. 333-69637, Form N-14 (filed
12/23/98); Nations Institutional Reserves, File No. 333-70027,
Form N-14 (filed 12/31/98); Nations Fund Trust, File No.
333-69635, Form N-14 (filed 12/23/98).
(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 has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Pacific Horizon Funds, Inc., (ii) he is the Secretary of
Pacific Horizon Funds, Inc., and (iii) all actions by shareholders, directors,
and any other body necessary to authorize the undersigned to execute and file
this
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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.
(Signature)
March 14, 2000 /s/ W. Bruce McConnel
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W. Bruce McConnel
Secretary
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ATTACHMENT A
QUESTION NO. 22(a)(iii) - OTHER EXPENSES
<TABLE>
<CAPTION>
PROJECTED
BUDGET
DESCRIPTION FOR MERGER
<S> <C>
PROXY $2,499,947
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BOARD DEFERRED COMPENSATION BUYOUT $1,356,607
DIRECTORS INSURANCE CONTINUATION COVERAGE $337,124
INTERFACE PROGRAMMING $315,000
FUND ACCOUNTING MIGRATION
1st Data Retention (Contract Buyout) $2,000,000
TRANSFER AGENT
Conversion Cost $811,297
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$ 7,319,975
</TABLE>
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ATTACHMENT B
QUESTION NO. 26(a)
PACIFIC HORIZON FUND CORRESPONDING NATIONS FUND
Nations Fund, Inc.
<TABLE>
<S> <C>
Aggressive Growth Fund Nations Small Company Growth Fund
International Equity Fund Nations International Equity Fund
U.S. Government Securities Fund Nations Government Securities Fund
</TABLE>
Nations Fund Trust
<TABLE>
<S> <C>
Flexible Income Fund Nations Diversified Income Fund
National Municipal Bond Fund Nations Municipal Income Fund
Short-Term Government Fund Nations Short-Intermediate Government Fund
</TABLE>
Nations Institutional Reserves
<TABLE>
<S> <C>
Asset Allocation Fund Nations Asset Allocation Fund
Blue Chip Fund Nations Blue Chip Fund
California Municipal Bond Fund Nations California Municipal Bond Fund
California Tax-Exempt Money Market Fund Nations California Tax-Exempt Reserves Fund
Capital Income Fund Nations Capital Income Fund
Government Fund Nations Government Reserves Fund
Intermediate Bond Fund Nations Intermediate Bond Fund
Prime Fund Nations Cash Reserves Fund
Tax-Exempt Money Fund Nations Municipal Reserves Fund
Treasury Fund Nations Treasury Reserves Fund
Treasury Only Fund Nations Government Reserves Fund
</TABLE>
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