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):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: VAM Institutional Funds, Inc.
3. Securities and Exchange Commission File No.: 811-4546
4. Is this an initial Form N-8F or an amendment to a previously filed N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State, Zip
Code):
90 South Seventh Street, Suite 4300
Minneapolis, MN 55402
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Thomas J. Abood
90 South Seventh Street, Suite 4300
Minneapolis, MN 55402
(612) 376-7000
7. Name, address and telephone of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules
31-a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Thomas J. Abood
90 South Seventh Street, Suite 4300
Minneapolis, MN 55402
(612) 376-7000
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
contracts with those advisers have been terminated:
Voyageur Fund Managers, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
Voyageur Asset Management LLC
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
Marquette Trust company
13100 Wayzata Blvd
Minnetonka, MN 55305
Segall Bryant & Hamill
10 South Wacker Drive, Suite 2150
Chicago, IL 60606-7407
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:
Voyageur Fund Distributors, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
Dougherty Dawkins LLC
90 South Seventh Street, Suite 4300
Minneapolis, MN 55402
Dougherty Summit Securities LLC
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
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 17, 1998
March 11, 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
If Yes, state the date on which the shareholder vote took
place:
April 1, 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:
(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?
[ X] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders: Less
than 1%.
17. Closed-end funds only: Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders 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?
[ ] 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: $25,000
(ii) Accounting expenses: $10,000
(iii) Other expenses (list and identify separately): None
(iv) Total expenses (sum of lines (i)-(iii) above: $35,000
(b) How were those expenses allocated? Reimbursed by Investment Adviser
(c) Who paid those expenses? Reimbursed by Investment Adviser
(d) How did the fund pay for unamortized expenses (if any)?
Reimbursed by Investment Adviser
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 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 wining 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 as 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 VAM Institutional Funds, Inc., (ii) he is the Secretary of VAM
Institutional Funds, 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
knowledge, information and belief.
/s/ Thomas J. Abood
--------------------------------
Thomas J. Abood, Secretary
