UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
APPLICATION PURSUANT TO SECTION 8(F) OF THE
INVESTMENT COMPANY ACT OF 1940 ("ACT") AND RULE 8F-1
THEREUNDER FOR ORDER DECLARING THAT COMPANY
HAS CEASED TO BE AN INVESTMENT COMPANY
FILE NO.: 811-9219
Name & Address of Applicant: Optimal Funds, Inc.
213-G Vt Route 15
Jericho, VT 05465
Classification: Investment Management Company
Investment Advisor: Leveraged Index Management Company, Jericho VT 05465
Principal Underwriter: Declaration Distributors, Inc., Conshocken, PA
(1) Open-end, Diversified
(2) Yes, a Dollar-cost Averaging Plan.
Evergreen Money Market Fund.
File No.: 811- __________.
Business Address:
C/o First Union National Bank, N.a.
530 Walnut Street
Philadelphia, Pa 19101
Basis On Which Application is Made:
B. Applicant (1) has distributed substantially all of its assets to its
securityholders and has effected a winding-up of its affairs ("Liquidation"
or "Type B") and (2) is not a "Type C" company.
I. ALL APPLICANTS
1. Applicant registered on June 7, 1999.
2. Applicant filed Registration Statement N-1A on June 7, 1999, authorizing
issue of 10,000,000 shares of .001 cent par value common capital stock to
be classified as 'The Optimal Fund'. The Optimal Fund offered a single
class of shares - Class 'C' shares. Statement became effective June 8,
1999, with an initial offering period ('Subscription Period') running from
June 10, 1999 through July 9, 1999.
3. Presently, Optimal Funds, Inc. status is 'Active' with the state of
Maryland. Corporate dissolution has been filed and is pending.
4. Within the last 18 months, no assets have been transferred to a separate
trust.
5. The only distributions made to shareholders in connection with the winding
up were the redemption of their shares, per shareholder request.
6. At the time of this filing, no assets have been retained.
7. At the time of this filing, no outstanding debts or liabilities remain.
8. Optimal Funds, Inc. is not party to any litigation or administration
proceeding.
9. There are no security holders at the time of this filing.
10. Optimal Funds, Inc. is not and does not intend to, engage in any business
activities other than winding-up its affairs.
11. There are no other relevant facts.
II. ABANDONMENTS
12. N/A
III. LIQUIDATIONS OR MERGERS
13. Optimal Fund, C - Shares, 9,647.23 #Shares At $ 1.38 Net Asset Value, as of
April 28, 2000.
14. Expenses incurred totaled $13,313.18. These were allocated to April Fund
expenses: Administrative & custodial for Declaration Service Company, First
Union National Bank, and minor legal and other expenses to de-register with
various states. A final distribution was made, paying the expenses by
liquidating in full the Funds.
15. All securityholder accounts have been completely liquidated, and were
liquidated prior to final expenses being charged to the fund.
16. Portfolio securities and assets were liquidated and the price basis, means
of sale, and commissions paid are listed below:
<TABLE>
<CAPTION>
SALE DATE ASSET PRICE / BASIS MEANS COMMISSION
<S> <C> <C> <C> <C>
4/17/00 US 2-yr T-Notes 99.9531 / 99.7031 via TD Waterhouse (incl. in price)
4/17/00 US 2-yr T-Notes 99.5781 / 99.7500 via TD Waterhouse (incl. in price)
4/17/00 (Hedge)US 2yr T-Note future 97.1275 / 98.9531 via ED&F Man ($14.00)
</TABLE>
A BALANCE SHEET DATED NOT MORE THAN 90 DAYS PRECEEDING THE LIQUIDATION FOLLOWS:
(BALANCE SHEET) TRIAL BALANCE
AS OF: 05/10/00
STARTING DATE: 05/10/00
THE OPTIMAL FUND BASE CURRENCY: USD
<TABLE>
<CAPTION>
ACCT NO. TYPE / CATEGORY / GROUP / ACCT OPENING BAL. DEBITS CREDITS CLOSING BAL.
ASSETS
------
<S> <C> <C> <C> <C> <C>
1-100-00000-00000 CASH 94,093.60 0.00 13,313.18 80,780.42
TRIAL BALANCE TOTALS 94,093.60 0.00 13,313.18 80,780.42
LIABILITIES
-----------
2-280-00000-00000 ACCRUED EXPENSES 13,313.18 13,313.18 0.00 0.00
TRIAL BALANCE TOTALS: 13,313.18 13,313.18 0.00 0.00
CAPITAL
-------
5-500-05040-00000 SHARES PAID IN SURPLUS 90,245.39 0.00 0.00 90,245.39
5-510-05120-00000 REAL GAIN/LOSS CAPITAL 1,759.87 0.00 0.00 1,759.87
5-510-05130-00000 REAL F/X GAIN/LOSS CURNCY -73.98 0.00 0.00 -73.98
5-530-05340-00000 DISTRIBUTION PAID INCOME -628.42 0.00 0.00 -628.42
5-540-05400-00000 UNDISTR. INC PRIOR YEAR 2,249.89 0.00 0.00 2,249.89
TRIAL BALANCE TOTALS: 93,552.75 0.00 0.00 93,552.75
REVENUES
--------
TRIAL BALANCE TOTALS: 0.00 0.00 0.00 0.00
EXPENSES
--------
4-400-00000-00000 EXPENSES 12,772.33 0.00 0.00 12,772.33
TRIAL BALANCE TOTALS: 12,772.33 0.00 0.00 12,772.33
CAPITAL STOCK
-------------
6-600-00000-00000 FUND SHARES OUTSTANDING 9,204.026 0.000 0.000 9,204.026
6-600-06030-00000 SUBSCRIPTIONS -23,409.099 0.000 0.000 -23,409.099
6-600-06070-00000 REDEMPTIONS 14,205.073 0.000 0.000 14,205.073
TRIAL BALANCE TOTALS: 0.000 0.000 0.000 0.000
TOTAL NET ASSET VALUE 80,780.42
TOTAL NET ASSET VALUE/SHARE UNROUNDED 8.77664
TOTAL NET ASSET VALUE/SHARE ROUNDED 8.78
</TABLE>
17.
(a) On April 17, 2000 the Board of Directors held a meeting, unanimously
authorizing the closure of the Optimal Fund, the sole portfolio of Optimal
Funds, Inc. and recommending the solicitation of votes of remaining
shareholders, if any.
(b) No written shareholder authorization was required as the sole shareholder
of record as of April 18, 2000 was the intial (seed capital) account.
Verbal discussion & consent with the Board was made.
(c) No proxy material was required to be distributed. There were no longer any
shareholders of record.
(d) N/A
(e) Optimal Funds, Inc. has filed for de-registration in all states requiring
it, and intends to file its Corporate Articles of Dissolution with the
state of Maryland no later than May 15, 2000.
IV. MERGERS
18. N/A
19. N/A
Optimal Funds, Inc.
By: Dorice A. Maynard
Treasurer
VERIFICATION
State of California
County of San Bernardino
The undersigned being duly sworn deposes and says that he has duly executed this
application, dated May 25, 2000, for an order pursuant to Section 8(f) of the
Investment Company Act of 1940 declaring that Optimal Funds, Inc. had ceased to
be an investment company, for and on behalf of such company; that he is the
President of Optimal Funds, Inc. and that all action by stockholders, directors,
and other bodies necessary to authorize deponent and file such instrument has
been taken. Deponent further says that he is familiar with such instrument, and
the contents thereof, and that the facts therein set forth are true to the best
of his knowledge, information, and belief.
/s/ Mitchell M. Maynard
- ------------------------
Mitchell M. Maynard
Subscribed and sworn to before me, a notary public, this 25th day of May, 2000.
/s/ Sandra C. Kinos
Sandra C. Kinos
Notary Public
(SEAL)
My Commission Expires: November 27, 2000
