Form SEC-1691 Form N-8F

OMBAPPROVAL
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number: 3235-0157
Expires: August 31 , 2013

Estimated average burden
hours per response. . . . . . . .3

Form N-8F

Application for Deregistration of Certain Registered Investment Companies.
Instructions for using Form N- SF

This form may be filed by an investment company ("fund") that is currently registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 ("Act"), is seeking to deregister, and is in one
ofthe four categories in Instruction 1 below.

i. To use this form, the fund must be seeking to deregister under one of the following circumstances identified in rule

8f- i (i 7 CFR 270.8f-1):

(a) The fund has (i) sold substantially all of its assets to another registered fund or (ii) merged into or consolidated

with another registered fund ("Merger");
(b) The fund has distributed substantially all of

its assets to its shareholders and has completed, or is in the process

of, winding up its affairs ("Liquidation");
"investment company" under section 3( c)(l) or section
3(c)(7) of the Act ("Abandonment of Registration"); or

(c) The fund qualifies for an exclusion from the definition of

(d) The fund has become a business development company ("Business Development Company").
2. If the fund is not eligible to use this form, refer to rule 0-2 under the Act (i 7 CFR 270.0-2) for general instructions

on filing an application with the Commission. Applications for deregistration pursuant to rule 0-2 must be submitted
electronically in accordance with rule 101(a)(l)(iv) of

Regulation S- T (17 CFR 232.
101 (a)(l)(iv)) and the EDGAR
Filer ManuaL.

3. This form and all exhibits must be submitted electronically to the Commission in accordance with rule 101 (a)(l )(iv)

of Regulation S-T (17 CFR 232.

101

(a)(l)(iv)) and the EDGAR Filer ManuaL.

4. Amendments to this form also must be filed electronically (see Instruction 3 above), and must include a verification

identical to the one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.

6. Funds are reminded of the requirement to timely file a final Form N-SAR with the Commission. See rule 30b 1 -1 under

the Act (17 CFR 270.30b1-1); Form N-SAR (17 CFR 274.101).

SEC's Collection of Information
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it

displays a currently valid OMB control number. A fund that wishes to deregister and is in one of the four categories in
Instruction 1 may use this form. The principal purpose of this collection of information is to enable the Commission to
determine that a registered investment company has ceased to be an investment company as defined by the Act or is a
business development company. The Commission estimates that the burden for completing this form will be approximately
3 hours per filing. Any member of the public may direct to the Commission any comments concerning the accuracy of the
burden estimate of this form, and any suggestions for reducing this burden. This collection of information has been
reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. § 3507.
Responses to this collection of information will not be kept confidentiaL.

SEC1691 (9-10)

Potential persons who are to respond to the collection of
Information contained in this form are not required to respond

unless the form displays a currently valid OMS control number.

I. General Identifying Information

1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction I above):

(J 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.)
( J Election of status as a Business Development Company
(Note: Business Development Companies answer only questions I through 10

of this form and complete verification at the end of the form.)
2. Name of fund:

3. Securities and Exchange Commission File No.: 811­
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

( ) Initial Application

( )

Amendment

5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

individual the Commission staff should contact with any questions regarding

6. Name, address, and telephone number of

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 270.3Ia-1, .31a-2J:
registered, a
fund is still required to maintain and preserve the records

described in rules 31a-l and 31a-2for the periods specified in those rules.

NOTE: Once de

8. Classification offund (check only one):

( J Management company;

( J Unit investment trust; or

( J Face-amount certificate company.

9. Subclassification if the fund is a management company (check only one):

(J Open-end

( J

Closed-end

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:

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13. If the fund is a unit investment trust ("UIT") provide:

(a) Depositor's name(s) and addressees):

(b) Trustee's name(s) and addressees):

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)?

(J No

(J Yes

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?
(J No

(J Yes

If Yes, state the date on which the board vote took place:
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?
(J No

(J Yes

If Yes, state the date on which the shareholder vote took place:

If No, explain:

ß. Distributions to Shareholders

16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

(J Yes

(J No

(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?
(J Yes

(J No

(c) Were the distributions made pro rata based on share ownership?
(J Yes

(J 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?
(J Yes

(J No

If Yes, indicate the percentage of fund shares owned by affiliates, or any other

affiliation of shareholders:

17. Closed-endfunds only:

Has the fund issued senior securities?
(J Yes
If

(J No

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?
(J Yes
If

(J No

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?
(J Yes

(J 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)
(J Yes
If

(J No

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?

(J Yes

(J 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?
(J Yes

(J No

Yes,
(a) Describe the type and amount of each debt or other liability:
If

(b) How does the fund intend to pay these outstanding debts or other liabilities?
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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:

(ii) Accounting expenses:

(iii) Other expenses (list and identify separately):

(iv) Total expenses (sum of lines (i)-(iii) above):

(b) How were those expenses allocated?
(c) Who paid those expenses?

(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?

(J Yes

(J No

Yes, cite the release numbers ofthe Commission's notice and order or, ifno notice or order has been issued, the
file number and date the application was filed:

If

v. Conclusion of Fund Business

24. Is the fund a party to any litigation or administrative proceeding?

(J No

(J Yes

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?
(J Yes

(J 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: 81 1­
reorganization agreement has been filed with the Commission, state the file number(s), form type
used and date the agreement was filed:

(c) If the merger or

(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 or she has executed this Form N-8F application for an order under section 8(f) of

the Investment Company Act of 1940 on behalf of

, (ii) he or she is the

Fund)
, and (iii) all actions by shareholders, directors,

(Name of

of

(Title) (Name of Fund)

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

information, and belief.

(Signature)

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his or her knowledge,