07/21/2025 | Press release | Distributed by Public on 07/21/2025 07:53
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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: Centre Funds |
3. | Securities and Exchange Commission File No.: 811-22545 |
4. | Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? |
[ ] Initial Application [X] Amendment
5. | Address of Principal Executive Office (include No. & Street, City, State, Zip Code): |
48 Wall Street, Suite 1100
New York, New York 10005
6. | Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: |
Zeynep Kart
Thompson Hine LLP
41 S. High St., 17th Floor
Columbus, Ohio 43215
(614) 469-3215
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]: |
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
(303) 623-2577
U.S. Bank
60 Livingston Ave.,
St. Paul, MN 55107
(651) 224-5117
Centre Asset Management, LLC
48 Wall Street, Suite 1100
New York, New York 10005
(212) 918-4707
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 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-advisors) during the last five years, even if the fund's contracts with those advisers have been terminated: |
Centre Asset Management, LLC
48 Wall Street, Suite 1100
New York, New York 10005
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: |
ALPS Distributors, Inc.
1290 Broadway, Suite 1000
Denver, CO 53202
13. | If the fund is a unit investment trust ("UIT") provide: N/A |
(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: November 15, 2024
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 16, 2025
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): |
April 17, 2025
(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:
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 of this form is filed? |
(b) | Describe the relationship of each remaining shareholders 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: | $160,743 | ||
(ii) | Accounting: | $850 | ||
(iii) | Other: | |||
a. | Transfer Agent and Administration | $25,000 | ||
b. | Proxy Solicitation | $296,408 | ||
c. | Printing and Mailing | $47,545 | ||
d. | Trustee Expenses | $25,000 | ||
e. | Tail Insurance | $30,130 | ||
(iv) | Total (sum of lines (i) - (iii) above): | $585,676 |
(b) | How were those expenses allocated? Centre Asset Management, LLC (the investment adviser to each acquired series of Centre Funds) and Horizon Investments, LLC (the investment adviser to each acquiring series of Horizon Funds) bore the costs incurred with respect to the reorganization of each series of Centre Funds, the special meeting and solicitation of proxies. |
(c) | Who paid those expenses? See immediately 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 processing? |
[ ] 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:
Centre American Select Equity Fund and Centre Global Infrastructure Fund of Horizon Funds. The series of Centre Funds were reorganized into newly-formed series of Horizon Funds.
(b) | State the Investment Company Act file number of the fund surviving the Merger: 811-23063 |
(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: File number was Registration No. 333-284170, form type was N-14, submission type was N-14, and date of filing was February 7, 2025. |
(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 (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 Centre Funds, (ii) he is Treasurer of the Centre 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/ James Abate | ||
James Abate | ||
Treasurer | ||
Centre Funds |