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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: The Parkstone Group of Funds
3. Securities and Exchange Commission File No.: 811-5105
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): The Parkstone Group of Funds, One Freedom Valley
Drive, Oaks, Pennsylvania, 19456.
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form: Don E. Felice,
Esq., Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
Streets, Philadelphia, PA 19103 (215) 988-2444.
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) National City Investment Management Company, 1900 East Ninth
Street, Cleveland, Ohio, 44114 (records relating to its
function as investment adviser).
(2) National City Bank, Trust Operations, 4100 West 150th Street,
Cleveland, Ohio, 44135 (records relating to its functions as
custodian).
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(3) SEI Investments Distribution Co., One Freedom Valley Drive,
Oaks, Pennsylvania, 19456 (records relating to its functions
as distributor, accounting agent and administrator).
(4) Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
Streets, Philadelphia, Pennsylvania, 19103 (Registrant's
Declaration of Trust, Code of Regulations and Minute Books).
(5) State Street Bank & Trust Company, 225 Franklin Street,
Boston, Massachusetts, 02110 (records relating to its function
as transfer agent).
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):
Massachusetts
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:
(1) National City Investment Management Company, 1900 E. 9th St.,
22nd floor, Cleveland, Ohio 44114 (formerly named First of
America Investment Corporation, formerly located at 303 North
Rose Street, Kalamazoo, Michigan 49007).
(2) Gulfstream Global Investors, Ltd., 100 Crescent Court, Suite
550, Dallas, Texas 75201.
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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:
(1) SEI Investments Distribution Co., One Freedom Valley Drive,
Oaks, PA 19456.
(2) BISYS Fund Services L.P., 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:
November 17, 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:
May 10, 2000
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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:
Distributions were made with respect to the Prime Obligations,
U.S. Government Obligations, Tax-Free, Bond, Limited Maturity
Bond, Intermediate Government Obligations, Equity Income,
Small Capitalization, International Discovery, Balanced
Allocation and National Tax Exempt Bond Funds on June 9, 2000.
Distributions were made with respect to the Large
Capitalization, U.S. Government Income, Mid Capitalization and
Michigan Municipal Bond Funds on June 10, 1000. Distributions
were made with respect to the Treasury Fund on June 16, 2000.
(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,
(a) Describe the type and amount of each debt or other liability:
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(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: $113,204
(ii) Accounting expenses: $ 20,000
(iii) Other expenses (list and
identify separately): $391,962
(See Attachment A)
(iv) Total expenses (sum of lines
(i)-(iii) above): $525,166
(b) How were those expenses allocated? The expenses were borne
equally by Armada Funds and National City Bank of
Michigan/Illinois, except that Armada Funds paid any
registration fees payable under the Securities Act of 1933 and
state "Blue Sky" laws.
(c) Who paid those expenses? The expenses were borne equally by
Armada Funds and National City Bank of Michigan/Illinois,
except that Armada Funds paid any registration fees payable
under the Securities Act of 1933 and state "Blue Sky" laws.
(d) How did the fund pay for unamortized expenses (if any)? Not
applicable.
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:
The application was filed on March 1, 2000 and was amended on May 23,
2000. The File number is 812-12008.
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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: Armada Funds.
See Attachment for additional information.
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-4416.
(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:
Armada Funds, File No. 333-30622, Form N-14 (filed 2/17/00);
(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) 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 The Parkstone Group of Funds, (ii) he is the Secretary of The
Parkstone Group of Funds, 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.
(Signature)
August 9, 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
PROJECTED
BUDGET
DESCRIPTION FOR MERGER
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PROXY $209,962
TRANSFER AGENT
Conversion Cost $182,000
$391,962
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<TABLE>
<CAPTION>
ATTACHMENT B
QUESTION NO. 26(A)
Parkstone Fund Corresponding Armada Fund
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<S> <C>
Prime Obligations Fund Armada Money Market Fund
U.S. Government Obligations Fund Armada Government Money Market Fund
Tax-Free Fund Armada Tax Exempt Money Market Fund
Bond Fund Armada Bond Fund
Limited Maturity Bond Fund Armada Limited Maturity Bond Fund
Intermediate Government Obligations Fund Armada Intermediate Bond Fund
Equity Income Fund Armada Equity Income Fund
Small Capitalization Fund Armada Small Cap Growth Fund
International Discovery Fund Armada International Equity Fund
Balanced Allocation Fund Armada Balanced Allocation Fund
National Tax Exempt Bond Fund Armada National Tax Exempt Bond Fund
Large Capitalization Fund Armada Large Cap Ultra Fund
U.S. Government Income Fund Armada U.S. Government Income Fund
Mid Capitalization Fund Armada Mid Cap Growth Fund
Michigan Municipal Bond Fund Armada Michigan Municipal Bond Fund
Treasury Fund Armada Treasury Plus Money Market Fund
</TABLE>
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