0000907244-01-500211.txt : 20011009
0000907244-01-500211.hdr.sgml : 20011009
ACCESSION NUMBER: 0000907244-01-500211
CONFORMED SUBMISSION TYPE: 40-8F-L
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011001
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MENTOR FUNDS
CENTRAL INDEX KEY: 0000883428
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 251679376
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 40-8F-L
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-06550
FILM NUMBER: 1749529
BUSINESS ADDRESS:
STREET 1: RIVERFRONT PLAZA
STREET 2: WEST TOWER 901 E BYRD STREET
CITY: RICHMOND
STATE: VA
ZIP: 23219
BUSINESS PHONE: 8047823648
MAIL ADDRESS:
STREET 1: RIVERFRONT PLAZA
STREET 2: WEST TOWER 901 E BYRD STREET
CITY: RICHMOND
STATE: VA
ZIP: 23219
FORMER COMPANY:
FORMER CONFORMED NAME: CAMBRIDGE SERIES TRUST
DATE OF NAME CHANGE: 19920717
40-8F-L
1
reserv.txt
MENTOR FUNDS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION
PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940 ("ACT")
AND RULE 8f-1 THEREUNDER
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
(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
question 1 through 10 of this form and complete
verification at the end of the form.)
2. Name of Fund:
Mentor Funds (including each of its series: Evergreen
Reserve Money Market Fund, Evergreen Reserve
Tax-Exempt Money Market Fund and Evergreen Reserve
U.S. Government Money Market Fund)
3. Securities and Exchange Commission File No.:
811- 06550
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):
Evergreen Funds, 200 Berkeley St., Boston, MA 02116
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Regina Brown, 200 Berkeley St., Boston, MA 02116
/ 617-210-3687
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]:
Corporate Records: Lloyd Lipsett, 200 Berkeley St.,
-----------------
Boston, MA 02116 / 617-210-3433
All Other Records: Evergreen Investment Services,
-----------------
Inc., 200 Berkeley St., Boston, MA 02116 / 617-210-
3200
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:
Evergreen Investment Management Company, LLC, 200
Berkeley St., Boston, MA 02116
Evergreen Investment Management, 201 South College
St., Charlotte, NC 28288
Mentor Investment Advisors, LLC, 901 East Byrd St.,
Richmond, VA 23219
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:
Evergreen Distributor, Inc., 90 Park Avenue,
New York, NY 10016
Mentor Distributors, LLC, 3435 Stelzer Road,
Columbus, OH 43219
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:
June 22, 2001
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?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took
place:
If No, explain:
The Trust liquidated its assets through a
negative consent process in accordance with NASD
Conduct Rule 2510.(d)(2) (the "Rule"). Each
shareholder of the Trust's series was provided with a
negative consent letter which provided him the
opportunity to either receive the value of his
investment in the Trust's series in cash or have his
cash amount reinvested in a substantially equivalent
money market fund in the Evergreen Fund family. In
accordance with the Rule, a shareholder's cash was
reinvested unless the shareholder contacted the Trust
and requested receipt of his cash amount.
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:
September 21, 2001
(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?
[ ] 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 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?
(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:
(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:
(Note: the amounts listed in (i) - (iv) below are the combined
expenses of Mentor funds and Cash Resource Trust, both
liquidated as of Sept. 21, 2001 and both filing a Form N-8F on
Oct. 1, 2001.)
(i) Legal expenses: None
(ii) Accounting expenses: None
(iii) Other expenses (list and identify separately):
Negative Consent Mailing Expenses: $961,377.41
Revisions and Upgrades to Computer
Operating System: $705,413.97*
Forms Expenses: $128,191.17*
*Expense amounts shown are as of September
16, 2001. Additional expenses have been
incurred since that date and will be
allocated and paid in the manner described
in IV. 22(b) and (c) below.
(iv) Total expenses (sum of lines (i) -
(iii) above): $1,794,982.55
(b) How were those expenses allocated?
All of the expenses incurred in connection with the
liquidations were allocated in total to certain
affiliates of Wachovia Corporation. No expenses were
allocated to the Trust or its series funds.
(c) Who paid those expenses?
Certain affiliates of Wachovia Corporation paid for
all of the expenses associated with the liquidations.
Neither the Trust nor its series funds paid any
amounts for expenses incurred.
(d) How did the fund pay for unamortized expenses (if any)?
The funds expensed all unamortized expenses before
the liquidation date.
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 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:
(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 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 or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Mentor Funds, (ii) he or she is the Assistant Secretary of
Mentor Funds, and (iii) all actions by shareholders, trustees, 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.
/s/ Lloyd Lipsett
-------------------------------------------------------------
Signature