SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
Combined Application pursuant to section 8(f) of the Investment Company Act of
1940 ("Act") and Rule 8f-1 thereunder for Order Declaring that Companies have
Ceased to be
Investment Companies
I. GENERAL IDENTIFYING INFORMATION
1. REASON FUNDS ARE APPLYING TO DEREGISTER:
Merger.
2. NAME OF FUNDS:
MARKETVEST FUNDS, INC. (formerly Court Street Funds, Inc.)
MARKETVEST FUNDS (formerly Court Street Funds)
3. SECURITIES AND EXCHANGE COMMISSION FILE NO:
Marketvest Funds, Inc. 811-7385
Marketvest Funds 811-7383
4. IS THIS AN INITIAL FORM N-8F OR AN AMENDMENT TO A PREVIOUSLY FILED FORM
N-8F?
Initial Application.
5. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
c/o Allfirst Trust Company, N.A.
25 South Charles Street
Mail Stop: 101-621, Legal and Compliance
Baltimore, MD 21201
6. NAME, ADDRESS AND TELEPHONE NUMBER OF INDIVIDUAL THE COMMISSION STAFF
SHOULD CONTACT WITH ANY QUESTIONS REGARDING THIS FORM:
Aaron C. Ball, Esquire Victor R. Siclari, Esquire
c/o Allfirst Trust Company, N.A. c/o Federated Services Company
25 South Charles Street Federated Investors Tower
Mail Stop: 101-621, Legal and Compliance 1001 Liberty Avenue
Baltimore, MD 21201 Pittsburgh, PA 15222-3775
(410) 545-2253 (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-1, 31A-2]:
Victor R. Siclari, Esquire
Federated Services Company
Legal Department - 12th Floor
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3775
(412) 288-1432
8. CLASSIFICATION OF APPLICANTS:
Marketvest Funds, Inc. Management Company
Marketvest Funds Management Company
9. SUBCLASSIFICATION IF THE FUND IS A MANAGEMENT COMPANY:
Marketvest Funds, Inc. Open-end
Marketvest Funds Open-end
DIVERSIFIED:
Marketvest Funds, Inc. - Intermediate U.S. Government Bond Fund, Short-Term
Bond Fund, and Equity Fund
Marketvest Funds - International Equity Fund
NON-DIVERSIFIED:
Marketvest Funds - Pennsylvania Intermediate Municipal Bond Fund
10. STATE LAW UNDER WHICH THE FUNDS WERE ORGANIZED OR FORMED (E.G., DELAWARE,
MASSACHUSETTS):
Marketvest Funds, Inc. Maryland (Corporation)
Marketvest Funds Massachusetts (Business Trust)
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:
INVESTMENT ADVISER(S):
Name: Dauphin Deposit Bank Address: 213 Market Street
and Trust Company Harrisburg, PA 17101
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:
PRINCIPAL UNDERWRITER(S):
Name: Edgewood Services, Inc. Address: 5800 Corporate Drive
Pittsburgh, PA 15237
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):
Not applicable.
14. IS THERE A UIT REGISTERED UNDER THE ACT THAT SERVED AS A VEHICLE FOR
INVESTMENT IN THE FUND (E.G., A INSURANCE COMPANY SEPARATE ACCOUNT)?
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?
Yes.
The Boards approved an Agreement and Plan of Reorganization, ("Agreement,"
which provided for, among other things, the liquidation and dissolution of
the Marketvest Funds (the "Trust") and Marketvest Funds, Inc. (the
"Corporation" and, collectively with the Trust, the "Acquired Funds"), at
their meetings on November 11, 1997 and December 4, 1997, and the
reorganization of the Acquired Funds with and into ARK Funds, a registered
investment company (File No. 811-7310) whose investment adviser, Allied
Investment Advisers, Inc., is under common ownership with the adviser to
the Acquired Funds.
Pursuant to Section 17(b) of the 1940 Act, the Trustees authorized the
filing of an application for exemptive relief for the Reorganization from
certain provisions of Section 17(a). An Exemptive Order was issued by the
Commission on March 20, 1998 (Release No. IC-23070).
The Boards also (i) authorized and approved the preparation and filing of
proxy materials for the solicitation of a shareholder vote of the
shareholders of the Acquired Funds, (ii) called a special meeting of
shareholders of each of the Acquired Funds to be held on March 19, 1998 to
approve or disapprove the Agreement and the transactions contemplated
thereunder, (iii) authorized the preparation and filing, with respect to
the Corporation, of Articles of Transfer with the Maryland Department of
Assessments and Taxation and (iv) authorized and approved the filing of an
application on Form N-8F for an order declaring that the Trust and the
Corporation have each ceased to be an investment company.
15 (B) DID THE FUND OBTAIN APPROVAL FROM THE SHAREHOLDERS CONCERNING THE
DECISION TO ENGAGE IN A MERGER, LIQUIDATION OR ABANDONMENT OF
REGISTRATION?
Yes.
A Special Meeting of Shareholders of each of the Acquired Funds was held
on March 19, 1998.
At this meeting, the first item of business was to approve or disapprove
the Agreement for Marketvest Short-Term Bond Fund ("MSTBF") and the
transactions contemplated thereby, which included (a) the transfer of all
of the assets of MSTBF to ARK Funds Short-Term Bond Portfolio ("ARK STBP")
in exchange for Institutional Class Shares of ARK STBP, and the assumption
by ARK STBP of stated liabilities of MSTBF; and (b) the distribution of
Institutional Class Shares of ARK STBP to the shareholders of MSTBF.
The results of this vote were as follows:
Shares Voted For: Against Abstained
13,204,443 0 0
The second item of business was to approve or disapprove the Agreement for
Marketvest Intermediate U.S. Government Bond Fund ("MIUSGBF") and the
transactions contemplated thereby, which included (a) the transfer of all
of the assets of MIUSGBF to ARK Funds U.S. Government Bond ("ARK USGBP")
in exchange for Institutional Class Shares of ARK USGBP, and the
assumption by ARK USGBP of stated liabilities of MIUSGBF; and (b) the
distribution of Institutional Class Shares of ARK USGBP to the
shareholders of MIUSGBF.
The results of this vote were as follows:
Shares Voted For: Against Abstained
26,680,336 36 0
The next item of business was to approve or disapprove the Agreement for
Marketvest Pennsylvania Intermediate Municipal Bond Fund ("MPIMBF") and
the transactions contemplated thereby, which included (a) the transfer of
all of the assets of MPIMBF to ARK Funds Pennsylvania Tax-Free Portfolio
("ARK PTFP") in exchange for Institutional Class Shares of ARK PTFP, and
the assumption by ARK PTFP of stated liabilities of MPIMBF; and (b) the
distribution of Institutional Class Shares of ARK PTFP to the shareholders
of MPIMBF.
The results of this vote were as follows:
Shares Voted For: Against: Abstained:
18,972,455 0 0
The next item of business was to approve or disapprove the Agreement for
Marketvest Equity Fund ("MEF") and the transactions contemplated thereby,
which included (a) the transfer of all of the assets of MEF to ARK Funds
Value Equity Portfolio (ARK VEP") in exchange for Institutional Class
Shares of ARK VEP, and the assumption by ARK VEP of stated liabilities of
MEF; and (b) the distribution of Institutional Class Shares of ARK VEP to
the shareholders of MEF.
The results of this vote were as follows:
Shares Voted For: Against: Abstained:
41,129,182 6,597 268
The final item of business was to approve or disapprove the Agreement for
Marketvest International Equity Fund ("MIEF") and the transactions
contemplated thereby, which included (a) the transfer of all of the assets
of MIEF to ARK Funds International Equity Selection Portfolio ("ARK IESP")
in exchange for Institutional Class Shares of ARK IESP, and the assumption
by ARK IESP of stated liabilities of MIEF; and (b) the distribution of
Institutional Class Shares of ARK IESP to the shareholders of MIEF.
The results of this vote were as follows:
Shares Voted For: Against: Abstained:
3,416,004 84 0
II. DISTRIBUTIONS TO SHAREHOLDERS
16. HAS THE FUND DISTRIBUTED ANY ASSETS TO ITS SHAREHOLDERS IN CONNECTION WITH
THE MERGER OR LIQUIDATION?
Please see response to Part II, Item 18.
17. CLOSED-END FUNDS ONLY:
HAS THE FUND ISSUED SENIOR SECURITIES?
Not applicable.
18. HAS THE FUND DISTRIBUTED ALL OF ITS ASSETS TO THE FUND'S SHAREHOLDERS?
Yes. Applicants have not retained any assets.
The Board of Trustees of the Trust and the Board of Directors of the
Corporation (collectively, the "Boards"), at a joint special meeting of
the Boards held on November 11, 1997, voted to recommend to the
shareholders of the separately designated series of the Trust and the
separately designated series of the Corporation, the approval of an
Agreement and Plan of Reorganization ("Agreement") pursuant to which
substantially all of the assets and stated liabilities of the separately
designated series of the Trust and the separately designated series of the
Corporation (collectively, the "Acquired Funds") would be transferred to,
and be acquired and assumed by, certain of the separately designated
series (the "Acquiring Funds") of ARK Funds, a Massachusetts business
trust (the "Acquiring Company") in exchange for Institutional Class Shares
of the corresponding Acquiring Funds (collectively, the "Reorganizations",
individually, a "Reorganization"). Each shareholder of the separately
designated series of the Acquired Fund received Institutional Class Shares
of the corresponding Acquiring Fund, in liquidation of the Trust and the
Corporation.
Pursuant to the Reorganizations, the three portfolios of the Corporation
transferred all of their respective assets and stated liabilities to
corresponding Acquiring Funds, and the two portfolios of the Trust
transferred all of their respective assets and stated liabilities to
corresponding Acquiring Funds, as follows: with respect to the
Corporation, Marketvest Equity Fund, Marketvest Short-Term Bond Fund and
Marketvest Intermediate U.S. Government Bond Fund transferred assets and
stated liabilities to ARK Funds Value Equity Portfolio, ARK Funds
Short-Term Bond Portfolio, and ARK Funds U.S. Government Bond Portfolio,
respectively; with respect to the Trust, Marketvest International Equity
Fund and Marketvest Pennsylvania Intermediate Municipal Bond Fund
transferred assets and stated liabilities to ARK Funds International
Equity Selection Portfolio and ARK Funds Pennsylvania Tax-Free Portfolio,
respectively.
The Corporation and the Trust received an opinion of counsel substantially
to the effect that the Reorganizations will not result in any gain or loss
for federal income tax purposes to the Acquired Funds or their
shareholders under the Internal Revenue Code of 1986, as amended (the
"Code"). Such opinion indicated that the federal tax basis and holding
period of shares of the Acquired Funds will carry over to the
Institutional Class Shares of the corresponding Acquiring Fund, unless a
shareholder of an Acquired Fund did not hold shares of the Acquired Fund
as a capital asset.
At a Special Meeting of Shareholders of the Acquired Funds held on March
19, 1998, the proposed Agreement by and among the Trust, Corporation, and
the Acquiring Company on behalf of the Acquiring Funds, was approved by
shareholders of each of the Acquired Funds.
On March 20, 1998 all of the assets and stated liabilities of Marketvest
Short-Term Bond Fund, Marketvest Intermediate U.S. Government Bond Fund,
and the Marketvest Pennsylvania Intermediate Municipal Bond Fund were
valued and subsequently conveyed to the corresponding Acquiring Fund. On
March 27, 1998 all of the assets and stated liabilities of Marketvest
Equity Fund and the Marketvest International Equity Fund were valued and
subsequently conveyed to the corresponding Acquiring Fund. As part of the
transaction, each shareholder of each Acquired Fund received Institutional
Class Shares of the corresponding Acquiring Fund equal in value to their
shares in the Acquired Fund before the merger and in complete liquidation
of the Trust and the Corporation.
19. ARE THERE ANY SHAREHOLDERS WHO HAVE NOT YET RECEIVED DISTRIBUTIONS IN
COMPLETE LIQUIDATION?
No.
III. ASSETS AND LIABILITIES
20. DOES THE FUND HAVE ANY ASSETS AS OF THE DATE THIS FORM IS FILED?
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?
No. Applicants have no debts or other liabilities which remain outstanding.
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:
The fees and expenses include: (i) fees and expenses associated with
preparing and filing the Application for an Exemptive Order pursuant
to Section 17(b) of the Investment Company Act of 1940 for exemption
of the proposed transactions from certain provisions of Section
17(a) of the Act, and (ii) fees and expenses associated with
preparing and filing the registration statement on Form N-14,
including the related prospectus/proxy statements.
Total Expense: $284,400.
(II) ACCOUNTING EXPENSES
Independent Audit Review.
Total Expense: $13,300.
(III) OTHER EXPENSES (LIST AND IDENTIFY SEPARATELY):
The fees and expenses include printing and mailing the
prospectus/proxy statements, soliciting proxies and holding the
shareholder meetings required for approval of the transactions
contemplated by the Agreement.
Total Expense: $46,600.
(IV) TOTAL EXPENSES (SUM OF LINES (I) - (III) ABOVE):
Aggregate Expense: $344,300
22 (B) HOW WERE THESE EXPENSES ALLOCATED?
Not applicable. See response to Part IV, Item 22 (c).
22 (C) WHO PAID THOSE EXPENSES?
All expenses incurred in connection with entering into and carrying out
the provisions of the Agreement were borne by First Maryland Bancorp, the
corporate parent of the investment adviser to the Acquired Funds (Dauphin
Deposit Bank and Trust Company) and corporate parent of the investment
adviser to the Acquiring Funds (Allied Investment Advisers, Inc.). Neither
the Acquiring Funds nor the Acquired Funds paid any expenses relating to
the Reorganization.
22 (D) HOW DID THE FUNDS PAY FOR UNAMORTIZED EXPENSES (IF ANY)?
Not applicable.
23. HAVE THE FUNDS PREVIOUSLY FILED AN APPLICATION FOR AN ORDER OF THE
COMMISSION REGARDING THE MERGER OR LIQUIDATION?
Yes.
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:
1. Application for Exemptive Order under Section 17 (b), as filed
December 26, 1998 (File No. 812-10924)
2. Amendment to Application for Exemptive Order, as filed March 12, 1998
(File No. 812-10924)
3. Notice of Application, dated February 26, 1998 (Release No. 23047)
4. Exemptive Order, dated March 20, 1998 (Release No. 23047)
V. CONCLUSION OF FUND BUSINESS
24. IS THE FUND A PARTY TO ANY LITIGATION OR ADMINISTRATIVE PROCEEDING?
No. Applicants are not parties to any litigation or administrative
proceedings.
25. IS THE FUND NOW ENGAGED, OR INTENDING TO ENGAGE, IN ANY BUSINESS ACTIVITIES
OTHER THAN THOSE NECESSARY FOR WINDING UP ITS AFFAIRS?
No. Applicants are not engaged, nor intend to engage, in any business
activities other than those necessary for the winding-up of their affairs.
VI. MERGERS ONLY
26 (A) STATE THE NAME OF THE FUND SURVIVING THE MERGER:
The Trust and the Corporation sold substantially all of their assets to
ARK Funds.
26 (B) STATE THE INVESTMENT COMPANY ACT FILE NUMBER OF THE FUND SURVIVING THE
MERGER.
File No. 811-7310.
26 (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:
ARK Funds - File No. 33-44487, Form N-14, Filed January 16, 1998;
Marketvest Funds - File No. 811-07383, Preliminary Proxy Statement, Filed
January 22, 1998;
Marketvest Funds - File No. 811-07383, Definitive Proxy Statement, Filed
February 19, 1998;
Marketvest Funds, Inc. - File No. 811-07385, Preliminary Proxy Statement,
Filed January 16, 1998; and
Marketvest Funds, Inc. - File No. 811-07385, Definitive Proxy Statement,
Filed February 19, 1998.
26 (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 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 Marketvest Funds, Inc. and Marketvest Funds, (ii) he
is the Secretary of Marketvest Funds, Inc. and Marketvest 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 knowledge,
information and belief.
(Signature)
/s/Victor R. Siclari
Victor R. Siclari
Secretary
Marketvest Funds
Marketvest Funds, Inc.
