SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION FILED PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby applies to the Securities and
Exchange Commission for an order of deregistration under and pursuant to the
provisions of Section 8(f) of the Investment Company Act of 1940 and in
connection with such application for deregistration submits the following
information:
NATIONS FUND PORTFOLIOS, INC.
Name
111 Center Street
Little Rock, AR 72201
Address of Principal Business Office (No. & Street, City, State Zip Code)
Telephone Number (including area code): (800) 643-9691
Name and address of agent for service of process:
Richard H. Blank, Jr.
Stephens Inc.
111 Center Street, Suite 300
Little Rock, AR 72201
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., #5500
Washington, D.C. 20006
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I. General Identifying Information
1. Reason fund is applying to deregister:
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: Nations Fund Portfolios, Inc.
3. Securities and Exchange Commission File No.: 811-8982
4. Is this an initial Form N-8F or an amendment toapreviouslyfiledForm N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
111 Center Street, Suite 300, Little Rock, AR 72201
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Barry I. Pershkow, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
(202) 887-1536
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]:
Stephens Inc.
111 Center Street, #300
Little Rock, AR 72201
1-800-643-9691
8. Classification of fund:
[X] Management company; [ ] Unit investment trust; or [ ] Face-amount
certificate company.
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Maryland
11. Name and address of each investment adviser of the fund (including
sub-advisers) during the last five years:
Banc of America Advisors, Inc. One Bank of America Plaza
(Adviser) NC1-002-33-31
101 South Tryon Street
Charlotte, NC 28255-0001
Gartmore Global Partners One Bank of America Plaza
(Sub-Adviser) Charlotte, North Carolina 28255
12. Name and address of each principal underwriter of the fund during the
last five years:
Stephens Inc.
111 Center Street
Suite 300
Little Rock, AR 72201
13. 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
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
Date on which the board vote took place:
March 31, 1999
(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
Date on which the shareholder vote took place:
August 13, 1999
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) Date on which the fund made those distributions:
August 20, 1999
(b) Were the distributions made on the basis of net assets?
[ ] Yes [X] No
(c) Were the distributions made pro rata based on share ownership?
[ ] Yes [X] 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:
On August 20, 1999 all of the properties and assets of the
Applicant were valued and subsequently conveyed to the
corresponding open-end investment management company of Nations
Reserves (the "Acquiring Series"). Shareholders of Applicant
received shares of the corresponding Acquiring Series equal in
value to their shares in complete liquidation and dissolution of
Applicant and its series.
(e) Not Applicable.
17. Not Applicable.
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] 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
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:
Morrison & Foerster, LLP - $8,500.00
(ii) Accounting expenses: $0
(iii) Other expenses (list and identify separately):
ADP Proxy Services - $2,500.00 (mailing); R.R.
Donnelly Financial - $3,700.00 (printing); and R.R.
Donnelly Financial - $700.00 (filing with SEC).
(iv) Total expenses (sum of lines (i)-(iii) above): $15,400.00
(b) How were those expenses allocated?
As stated in the Agreement and Plan of Reorganization by and
between the Applicant, for itself and on behalf of its Nations
Emerging Markets Fund (the "Acquired Fund"), and Nations
Reserves, for itself and on behalf of its corresponding
Nations Emerging Markets Fund, shareholders of the Acquired
Fund are responsible for bearing the expenses of the
reorganization. However, the Acquired Fund's investment
adviser (and/or its affiliates) effectively will bear these
expenses because of an existing voluntary fee waiver and
expense reimbursement arrangement limiting the total operating
expense ratios of all of the classes of the Acquired Fund.
(c) Who paid those expenses? NationsBanc Advisors, Inc. and/or
its affiliates
(d) How did the fund pay for unamortized expense (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 release numbers: 23927 and 812-11654
Order release number: 23957
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
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
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
Nations Reserves
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-6030
(c) The Agreement and Plan of Consolidation was filed with the
Commission on July 22, 1999 on submission type DEF14A,
accession number: 0000950168-99-001944.
(d) Not applicable.
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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 Nations Fund Portfolios, Inc.; (ii) he is the Secretary of
Nations Fund Portfolios, 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/ Richard H. Blank, Jr.
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Richard H. Blank, Jr.
