I. | General Identifying Information |
1. | Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): |
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Merger
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Liquidation
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Abandonment of Registration
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Election of status as a Business Development Company
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2. | Name of fund: |
3. | Securities and Exchange Commission File No.: |
4. | Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? |
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Initial Application
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Amendment
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5. | Address of Principal Executive Office (include No. & Street, City, State, Zip Code): |
6. | Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: |
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]: |
8. | Classification of fund (check only one): |
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Management company;
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Unit investment trust; or
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Face-amount certificate company.
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9. | Subclassification if the fund is a management company (check only one): |
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Open-end
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Closed-end
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10. | State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): |
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: |
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: |
13. | If the fund is a unit investment trust ("UIT") provide: |
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)? |
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Yes
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No
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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? |
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Yes
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No
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(b) | Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? |
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Yes
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No
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II. | Distributions to Shareholders |
16. | Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? |
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Yes
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No
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(a) | If Yes, list the date(s) on which the fund made those distributions: |
(b) | Were the distributions made on the basis of net assets? |
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Yes
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No
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(c) | Were the distributions made pro rata based on share ownership? |
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Yes
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No
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(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: Not applicable. |
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Yes
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No
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17. | Closed-end funds only: |
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Yes
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No
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18. | Has the fund distributed all of its assets to the fund's shareholders? |
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Yes
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No
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(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? |
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Yes
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No
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III. | Assets and Liabilities |
20. | Does the fund have any assets as of the date this form is filed? |
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Yes
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No
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(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? |
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Yes
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No
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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? |
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Yes
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No
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(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: $223,519 |
(ii) | Accounting expenses: None. |
(iii) | Other expenses (list and identify separately): |
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Printing, mailing and solicitation:
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$79,872
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(b)
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Audit fees:
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$3,950
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(c)
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Miscellaneous:
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$41,170
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(iv) | Total expenses (sum of lines (i)-(iii) above): $348,511 |
(b) | How were those expenses allocated? |
(d) | How did the fund pay for unamortized expenses (if any)? |
23. | Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? |
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Yes
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No
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V. | Conclusion of Fund Business |
24. | Is the fund a party to any litigation or administrative proceeding? |
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Yes
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No
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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? |
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Yes
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No
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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. |