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 1a.
[ X ] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer only questions 1 through 15, 24
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 thorough 10
of this form and complete verification at the end of the form.)
2. Name of fund: BayFunds.
3. Securities and Exchange Commission File No.: 811-6296.
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[ ] Initial Application [ X ] Amendment
5. Address of Principal Executive Office
(include No. & Street, City, State, Zip Code):
1001 Liberty Avenue
Pittsburgh, Pennsylvania
15222-3779
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Victor R. Siclari, Esquire
Federated Services Company
Legal Department - 12th Floor
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(412)288-1432
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, .31a-2]:
Victor R. Siclari, Esquire
Federated Services Company
Legal Department - 12th Floor
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(412)288-1432
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): Commonwealth of 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:
BayBank, N.A. and BayBank Investment Management, Inc.
(now known as The First National Bank of Boston)
100 Federal Street
Boston, Massachusetts
02110
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:
Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): Not Applicable.
(b) Trustee's name(s) and address(es): Not Applicable.
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: Not Applicable.
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: July 31,
1996 and August 15, 1996.
If No, explain: Not Applicable.
(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:
November 6, 1996.
If No, explain: Not Applicable.
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:
November 25, 1996 and December 9, 1996 (in the case of BayFunds
Money Market Portfolio).
(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: Not Applicable.
(e) Liquidations only:
Were any distributions to shareholder made in kind?
[ ] Yes [ X ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders: Not Applicable.
17. Closed-end funds only:
Has the fund issued senior securities? Not Applicable.
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders: Not Applicable.
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?
None.
(b) Describe the relationship of each remaining shareholder to the fund:
Not Applicable.
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: Not Applicable.
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: Not Applicable.
(b) Why has the fund retained the remaining assets? Not Applicable.
(c) Will the remaining assets be invested in securities? Not Applicable.
[ ] 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:
Not Applicable.
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
Not Applicable.
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:
Please see response to Part IV, Item 22(c).
(ii) Accounting expenses:
Please see response to Part IV, Item 22(c).
(iii) Other expenses (list and identify separately):
Please see response to Part IV, Item 22(c).
(iv) Total expenses (sum of lines (i)-(iii) above):
Please see response to Part IV, Item 22(c).
(b) How were those expenses allocated?
Not Applicable. Please see response to Part IV, Item 22(c).
(c) Who paid those expenses?
The exact amount of expense incurred in connection with the
merger cannot be determined. The reason for the inability to
determine expenses is because the Applicants' investment
advisers were acquired by Bank Boston, N.A., who was then
acquired by Fleet Bank. None of the original personnel
involved in the merger are employed by these entities.
However, all such fees were paid directly by the Applicants'
investment adviser and its affiliates. In addition, counsel
for the Applicant who originally prepared and filed the N-8F
also experienced change in personnel and no additional action
has been taken on this pending deregistration request.
Therefore, as Applicant's former administrator, we decided to
finalize the amendment in an effort to complete the
deregistration process.
(d) How did the fund pay for unamortized expenses (if any)?
There were no unamortized expenses to be paid.
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: Application for order under Section 8(f) was filed
June 5, 1997 (File No. 811-6296).
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 that litigation: Not Applicable.
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: Not Applicable.
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger: 1784 Funds.
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-7474.
(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 No. 33-10975, Form N-14, filed August 26, 1996.
(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.
Not Applicable.
VERIFICATION
The undersigned stated 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 BayFunds, (ii) he is the Secretary of BayFunds, 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/Victor R. Siclari
Victor R. Siclari
Secretary, Bayfunds
January 26, 2000