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 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: Metric Wisdom Funds
3. Securities and Exchange Commission File No.: 811-10485
4. Is this an initial Form N-8F or an amendment to a previously filed From N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State, Zip
Code):
Advanced Capital Advisers, Inc.
Attn: Art Carlson, President
10800 Lindale Avenue South
Suite 244
Bloomington, MN 55420
6. Name, address and telephone number of individual the Commission staff should
contact with any questions regarding this form:
Dee Anne Sjogren, Esq.
Thompson Coburn LLP
One US Bank Plaza
St. Louis, Missouri 63101-1693
(314) 552-6295
-1-
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]:
Unified Fund Services, Inc.
431 North Pennsylvania Street
Indianapolis, IN 46204
(317) 917-7003
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. Sub-classification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. Date the Fund filed a notification of registration under section 8(a) of the
Act [15 U.S.C. 80a-8(a)]:
August 30, 2001
11. State law which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Delaware
12. 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:
Investment Adviser: Advanced Capital Advisers, Inc.
Attn: Art Carlson, President
10800 Lindale Avenue South
Suite 244
Bloomington, MN 55420
13. 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:
Quasar Distributors, LLC
615 E. Michigan Street
Milwaukee, WI 53202
Unified Financial Securities, Inc.
431 North Pennsylvania Street,
Indianapolis, IN 46204.
-2-
14. 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):
15. 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.:
Business Address:
16.(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: April 08, 2003
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?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain:
Shareholder approval was not required. Article VIII, Section 1(a)
of the Trust's Agreement and Declaration of Trust dated August
22, 2001 provides that the Trust may be dissolved by the Board of
Trustees by written notice to shareholders. A majority of the
trustees approved the dissolution of the Trust on April 8, 2003,
and notice to shareholders was provided in a sticker to the
prospectus dated April 9, 2003.
II. Distributions to Shareholders
17. 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, 2003
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
-3-
(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:
18. Closed-end funds only: N/A Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
19. 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:
20. 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
21. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ X ] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
The only remaining asset of All Sectors Fund (the "Fund"), the initial
series of Metric Wisdom Funds (the "Trust"), is a claim against the
Fund's investment adviser, Advanced Capital Advisers, Inc. ("ACA") for
unreimbursed expenses in the amount of approximately $69,225.33. The
independent Trustees of the Trust have determined that the cost of
pursuing this claim would far exceed the amount of any potential
recovery, and that recovery of any portion of this amount is unlikely
due to ACA's financial difficulties.
-4-
ACA agreed to pay the Fund's operating expenses that exceeded 2.25% of
the Fund's average net assets during its initial year of operations
ending April 30, 2003 (the "expense cap"), pursuant to the Investment
Advisory Agreement between the Fund and ACA dated April 15, 2002. The
Fund paid the majority of its operating expenses directly and recorded
a receivable from ACA for amounts in excess of the expense cap. The
independent trustees of the Trust determined that the receivable was
uncollectible due to ACA's financial difficulties, which resulted in a
reduction in the Fund's net asset value by the amount of the
receivable, approximately $69,225.33. The independent trustees
notified shareholders in a prospectus sticker dated April 1, 2003.
(b) Why has the fund retained the remaining assets? Involuntary
(c) Will the remaining assets be invested in securities? N/A
[ ] Yes [ ] No
22. 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
23.(a) List the expenses incurred in connection with the Merger or Liquidation:
(i)Legal expenses: Waived by counsel
(ii)Accounting expenses: $805.36
(iii)Other expenses (list and identify separately): $3,401.34 (see exhibit A)
(iv)Total expenses (sum of lines (i)-(iii) above): $4,206.70
(b) How were those expenses allocated? Expenses were deducted from
the assets of the Trust's only series, the All Sectors Fund,
prior to distribution of the Fund's remaining assets to
shareholders.
(c) Who paid those expenses? Expenses were borne by the All Sectors
Fund.
(d) How did the fund pay for unamortized expenses (if any)? N/A
24. 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:
-5-
V. Conclusion of Fund Business
25. 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:
26. 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: N/A
27. (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 not been filed with
the Commission, state the file number 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 (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
Metric Wisdom Funds; (ii) he is a Trustee of Metric Wisdom Funds, and (iii)all
actions by shareholders, trustees, 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/
Tom Tripp
Title: Independent Trustee
/s/
Dennis Carpenter
Title: Independent Trustee
-6-
EXHIBIT A
Closing fees
Fund Accounting Expenses:
Fund Accounting 412.62
Pricing Expense 392.74
TOTAL ACCOUNTING EXPENSES 805.36
OTHER EXPENSES:
Administration Expense 525.89
Transfer Agent Expense 817.18
Custodian Expense 802.11
Printing Expense 28.29
Out of pocket Expense 290.14
Audit Expense 500.00
Miscellaneous Expense 437.73
TOTAL OTHER EXPENSES 3,401.34
LEGAL EXPENSES: $0
TOTAL EXPENSES: 4,206.70
-7-