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):
[X] MERGER
[ ] 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 questions 1 through 10 of this form
and complete verification at the end of the form.)
2. Name of fund:
Sefton Funds Trust (all four series, namely Sefton U.S. Government Fund,
Sefton California Tax-Free Fund, Sefton Equity Value Fund and Sefton Small
Company Value Fund)
3. Securities and Exchange Commission File No.:
811-8948
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ ] Initial Application [X] Amendment
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5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
2550 Fifth Avenue, Suite 808
San Diego, California 92103
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
David A. Hearth
Paul, Hastings, Janofsky & Walker LLP
345 California Street, 29th Floor
San Francisco, California 94104
(415) 835-1607
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]:
Sefton Funds Trust
2550 Fifth Avenue, Suite 808
San Diego, California 92103
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219-3035
(800) 554-3862
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
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10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Delaware
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:
Sefton Capital Management
2550 Fifth Avenue, Suite 808
San Diego, California 92103
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:
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219-3035
ALPS Mutual Fund Services, Inc. (former)
370 Seventeenth Street, Suite 2700
Denver, Colorado 80202
Furman Selz Incorporated (former)
237 Park Avenue, 9th Floor
New York, New York 10017
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:
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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:
August 29, 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:
November 22, 1999
If No, explain:
II. DISTRIBUTION 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:
November 22, 1999
(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 [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or any
other affiliation of shareholders:
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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?
None. After the reorganization of each series, each series of the fund held
only shares of the corresponding acquiring fund, which were distributed to
shareholders of that series in exchange for shares of that acquiring fund.
(b) Describe the relationship of each remaining shareholder to the fund:
N/A
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:
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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:
$63,000 (counsel to Registrant and its independent trustees)
(ii) Accounting expenses:
$10,000 (independent auditors for the Registrant)
(iii) Other expenses (list and identify separately):
$ 1,000 proxy statement printing and mailing
$36,000 administrator for the Registrant
$ 7,000 extension of insurance policies
$ 2,500 miscellaneous fees, copying, telephone, travel and
other out of pocket expenses
(iv) Total expenses (sum of lines (i)-(iii) above):
119,500
(b) How were those expenses allocated?
N/A
(c) Who paid those expenses?
Kayne Anderson Investment Management, LLC, the investment adviser to
the acquiring funds.
(d) How did the fund pay for unamortized expenses (if any)?
N/A
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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:
Kayne Anderson Mutual Funds
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-07705
(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:
Form N-14, Pre-Effective Amendment No. 1, filed on October 20, 1999
(File No. 333-08045)
(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.
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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 Sefton Funds Trust, (ii) he is the Chairman of the Board of Trustees and
President of Sefton Funds 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/ Harley K. Sefton
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Harley K. Sefton
Chairman of the Board of
Trustees and President
