UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
Application for Deregistration of Certain
Registered Investment Companies
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
this form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund: PATHFINDER TRUST
3. Securities and Exchange Commission File No.: 811-5020
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):
4023 WEST 6TH STREET, LOS ANGELES, CALIFORNIA, 90020
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
CATHY A. NIEMEYER
BAKER & DANIELS
600 E. 96TH STREET, SUITE 600
INDIANAPOLIS, INDIANA 46240
TELEPHONE: (317) 569-9600
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]:
TRANSFER AGENCY AND FUND ACCOUNTING RECORDS:
UNIFIED FUND SERVICES
431 N. PENNSYLVANIA STREET
INDIANAPOLIS, IN 46204-1806
(317) 917-7003
CUSTODIAN RECORDS:
FIFTH THIRD BANK
MUTUAL FUND CLIENT SERVICES
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45263
(513) 744-7091
ADVISER AND TRUSTEE (DIRECTOR) RECORDS:
PATHFINDER ADVISERS
4023 W. 6TH STREET
LOS ANGELES, CA 90020
(213) 386-4049
(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):
THE FUND IS A BUSINESS TRUST UNDER THE GENERAL LAWS OF MASSACHUSETTS,
CREATED PURSUANT TO A MASTER TRUST AGREEMENT, DATED JANUARY 21, 1987,
AS AMENDED (THE "TRUST AGREEMENT").
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:
PATHFINDER ADVISERS
4023 W. 6TH STREET
LOS ANGELES, CA 90020
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:
N/A
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:
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, WHO UNANIMOUSLY
APPROVED THE LIQUIDATION ON DECEMBER 3, 1999.
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?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
APRIL 7, 2000
If No, explain:
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:
MAY 30, 2000
(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
securityholders 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:
(I) LEGAL EXPENSES: $ 18,575.46
(II) ACCOUNTING EXPENSES: 3,450.00
(III) OTHER EXPENSES:
ARCHIVE RECORDS 700.00
INSURANCE
(E & O TAIL COVERAGE) 4,005.85
PROXY SERVICES
"STREET NAME" SHAREHOLDER MAILINGS 166.88
POSTAGE "STICKER" & SOLICITATION 264.00
PRINTING "STICKER" & SOLICITATION 92.02
EXPRESS SHIPMENTS/ADP 39.47
SHAREHOLDER SERVICES/POSTAGE
OUT-OF-POCKET/MARCH 2000 1087.54
OUT-OF-POCKET/APRIL 2000 187.32
POSTAGE/5500 MAILINGS 2000 50.00
POSTAGE/1099 MAILINGS JAN 2001 250.00
PRODUCTION FINAL STATEMENTS 110.00
TRUSTEE'S FEES AND EXPENSES 0.00
___________
(iv) Total expenses (sum of lines
(i) - (iii) above): $ 28,978.54
(b) How were those expenses allocated?
IN ACCORDANCE WITH ARTICLE III OF THE TRUST AGREEMENT, THE
TRUSTEE'S FEES AND EXPENSES WERE INCURRED BY THE FUND AND
REFLECTED AS A REDUCTION OF THE LIQUIDATING DISTRIBUTION TO
SHAREHOLDERS. ALL LEGAL EXPENSES WILL BE BORNE BY THE FUND.
(c) Who paid those expenses?
SEE RESPONSE TO (B) ABOVE.
(d) How did the fund pay for unamortized expenses (if any)?
N/A
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 PATHFINDER TRUST, (ii) he or she is the
Chairman of the Board of Trustees, President and Chief Financial Officer of
PATHFINDER TRUST, 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/ Edward R. Bernstein
Edward R. Bernstein, Chairman of the Board of
Trustees, President and Chief Financial
Officer of PATHFINDER TRUST
