UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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)
[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
this 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: Piper Funds Inc.
3. Securities and Exchange Commission File No.: 811-4905
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. and Street, City,
State, Zip Code):
First American Asset Management
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Christopher O. Petersen
U.S. Bank National Association
U.S. Bank Place, MPFP 2016
601 Second Avenue South
Minneapolis, MN 55402
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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:
Investors Fiduciary Trust Company
127 West Tenth Street
Kansas City, MO 64105
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
THE RECORDS DESCRIBED IN RULES 31a-1 AND 31a-2 FOR THE PERIOD 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):
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.
Piper Capital Management, Inc.
c/o First American Asset Management
U.S. Bank Place
Minneapolis, MN 55402
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.
U.S. Bancorp Piper Jaffray, Inc.
U.S. Bank Place
601 Second Avenue South
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):
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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
23, 1998
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:
There was a special meeting of shareholders held July 10, 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:
The fund distributed shares of the acquiring fund to its
shareholders on July 31, 1998 for all series except Emerging Growth
Fund which distributed shares on August 7, 1998.
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
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(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;
Fund shareholders of Small Company Growth Fund series received
0.549918974 acquiring fund shares for each share of the acquired
fund held by them. Fund shareholders of Emerging Growth Fund Class A
series and Class Y series received 1.00 acquiring fund shares for
each share of the acquired fund held by them. Fund shareholders of
Growth Fund series received 0.563622510 acquiring fund shares for
each share of the acquired fund held by them. Fund shareholders of
Growth and Income Fund Class A series and Class Y series received
0.695641705 acquiring fund shares and 0.692859433 acquiring fund
shares, respectively, for each share of the acquired fund held by
them. Fund shareholders of Balanced Fund series received 0.957983771
acquiring fund shares for each share of the acquired fund held by
them. Fund shareholders of Government Income Fund series received
0.821764601 acquiring fund shares for each share of the acquired
fund held by them. Fund shareholders of Intermediate Bond Fund Class
A series and Class Y series received 0.759526160 acquiring fund
shares and 0.761900049 acquiring fund shares, respectively, for each
share of the acquired fund held by them. Fund shareholders of
National Tax-Exempt Fund series received 1.00 acquiring fund shares
for each share of the acquired fund held by them. Fund shareholders
of Minnesota Tax-Exempt Fund Class A series and Class Y series
received 1.00 acquiring fund shares for each share of the acquired
fund held by them. The exchange ratio for each exchange was based on
the relative net asset values of the funds as of the effective date
of the merger.
(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: Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculation 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?
[ ] Yes [X] No
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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: $11,250
(ii) Accounting expenses: $ --
(iii) Other expenses (printing, mailing and solicitation): $114,286
(iv) Total expenses (sum of lines (i) - (iii) above): $125,536
(b) How were those expenses allocated? Expenses were not allocated
because all expenses were paid by the new investment adviser.
(c) Who paid those expenses? U.S. Bank National Association
(d) How did the fund pay for unamortized expenses (if any)? N/A
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:
Notice: Investment Company Act Release No. 23295
Order: Investment Company Act Release No. 23330
V. CONCLUSION OF FUND BUSINESS
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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:
First American Investment Funds, Inc.
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-05309
(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: An Agreement and Plan of Reorganization was
filed with the combined Proxy Statement/Prospectus on Form N-14 on
April 15, 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 has executed this Form N-8F
application for an order under Section 8(f) of the Investment Company Act of
1940 on behalf of Piper Funds Inc., (ii) he is the President of Piper 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/ Paul A. Dow
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Paul A. Dow
Dated: June 28, 2000
