0000898432-12-001097.txt : 20121005 0000898432-12-001097.hdr.sgml : 20121005 20121005150710 ACCESSION NUMBER: 0000898432-12-001097 CONFORMED SUBMISSION TYPE: N-8F PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121005 DATE AS OF CHANGE: 20121005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEARL MUTUAL FUNDS CENTRAL INDEX KEY: 0001127352 IRS NUMBER: 420995191 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-8F SEC ACT: 1940 Act SEC FILE NUMBER: 811-10261 FILM NUMBER: 121132133 BUSINESS ADDRESS: STREET 1: 2610 PARK AVENUE STREET 2: P O BOX 209 CITY: MUSCATINE STATE: IA ZIP: 52761 BUSINESS PHONE: 3192648000 MAIL ADDRESS: STREET 1: 2610 PARK AVENUE STREET 2: P O BOX 209 CITY: MUSCATINE STATE: IA ZIP: 52761 N-8F 1 n-f8.htm n-f8.htm

 
 
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):
     
 
o        Merger
     
 
x        Liquidation
     
 
o        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.)
     
 
o        Election of status as a Business Development Company
 
(Note: Business Development Companies answer only questions 1 through 11 of this form and complete verification at the end of the form.)
     
2.
Name of fund:  Pearl Mutual Funds (the “Trust”) on behalf of each of its series, Pearl Total Return Fund and Pearl Aggressive Growth Fund (each a “Fund”, and collectively, the “Funds”)
     
3.
Securities and Exchange Commission File No.:  811-10261
     
4.
Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
     
 
x        Initial Application        o        Amendment
     
5.
Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
     
 
Pearl Mutual Funds
2610 Park Avenue
Muscatine, Iowa  52761
 
 
   
6.
Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form:
   
 
Eric S. Purple, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006
202-778-9220
 
 
 
 
 
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]:
     
 
Richard R. Phillips, President
Pearl Management Company
2610 Park Avenue
Muscatine, IA 52761
(563) 288-2773
 
 
 
 
   
  Mail address: PO Box 209
    Muscatine, IA 52761
   
 
NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1and 31a-2 for the periods specified in those rules.
     
8.
Classification of fund (check only one):
     
 
x        Management company;
 
o        Unit investment trust; or
 
o        Face-amount certificate company.
     
9.
Subclassification if the fund is a management company (check only one):
     
 
x        Open-end        o        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 subadvisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
     
 
Pearl Management Company
2610 Park Avenue
Muscatine, Iowa  52761
   
  Mail Address: PO Box 209
    Muscatine, IA 52761
   
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:
     
 
None – the Funds were self-distributed.
     
13.
If the fund is a unit investment trust (“UIT”) provide: N/A
     
 
(a)
Depositor’s name(s) and address(es): N/A
 
(b)
Trustee’s name(s) and address(es): N/A
 
 
 
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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)?
     
 
o        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        o        No
     
 
If Yes, state the date on which the board vote took place:  December 3, 2011
     
 
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?
     
  o 
Yes         x         No
     
 
If Yes, state the date on which the shareholder vote took place:
     
 
If No, explain:  The Trust’s declaration of trust allows for the liquidation of the Funds by a vote of the Board of Trustees without requiring a shareholder vote. See Ex. 23(a)(1) to Pre-Effective Amendment No. 1 to Funds’ Registration Statement on Form N-1A filed January 8, 2001.
     
II.
Distributions to Shareholders
     
16.
Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
     
   x
Yes         o         No
     
 
(a)
If Yes, list the date(s) on which the fund made those distributions:  October 1, 2012
     
 
(b)
Were the distributions made on the basis of net assets?
     
   
x         Yes         o         No
     
 
(c)
Were the distributions made pro rata based on share ownership?
     
   
x         Yes         o         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:
 
 
 
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(e)
Liquidations only:
     
   
Were any distributions to shareholders made in kind?
     
   
o         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?
     
 
o         Yes         o         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         o         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?
   
 
o         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?
     
 
o         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?
     
 
o         Yes         o         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?
     
 
o         Yes         x         No
 
 
4
 
 
 
  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:                    $8,583.00
       
    (ii) Accounting Expenses:        $0
       
    (iii)
Other expenses (list and identify separately):
       
      A. Postage: $162.00
      B. Bank Fees: $200.00
      C.
Directors and Officers Liability Tail Insurance:  $ 56,346.00
         
    (iv)
Total expenses (sum of lines (i)-(iii) above):  $65,291.00
       
 
(b)
How were those expenses allocated?
         
   
The expenses were allocated to each Fund pro rata based on assets at the time of allocation.  Costs in excess of contractual expense limits were borne by Pearl Management Company.
         
 
(c)
Who paid those expenses?  
         
   
The Funds paid all expenses up to the amount of their respective contractual expense limits, after which the Funds’ investment adviser, Pearl Management Company, paid those expenses in excess of the  contractual expense limits.
         
 
(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?   
     
 
o         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?
         
 
o         Yes         x         No
   
  If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 
 
 
 
 
 
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25.
 Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
     
 
o         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:
     
 
(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.

 
 
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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 Pearl Mutual Funds, (ii) he is the President of Pearl Mutual 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.
 
 
    /s/ Richard R. Phillips
   
Richard R. Phillips
   
President
     
     
 
 
 
 
 
 
 
 
 
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