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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/27/13 UBS Willow Fund, L.L.C. N-8F 1:133K Stroock & Stro… Lavan/FA |
Document/Exhibit Description Pages Size 1: N-8F Application for Deregistration of a Registered HTML 69K Investment Company
I.
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General Identifying Information
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1.
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Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1):
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[ ]
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Merger
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[x]
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Liquidation
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[ ]
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Abandonment of Registration
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(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.)
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[ ]
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Election of status as a Business Development Company
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(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)
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2.
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Name of fund: UBS Willow Fund, L.L.C.
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3.
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Securities and Exchange Commission File No.: 811-09841
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4.
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Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
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[x]
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Initial Application
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5.
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
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c/o UBS Alternative and Quantitative Investments LLC
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677 Washington Boulevard
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6.
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Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
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Frank Pluchino
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Chief Compliance Officer
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UBS Alternative and Quantitative Investments LLC
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677 Washington Boulevard
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203.719.7681
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7.
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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]:
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BNY Mellon Investment Servicing (US) Inc.
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400 Bellevue Parkway
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Attention: Dan Lennick
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302.791.3108
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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.
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8.
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Classification of fund (check only one):
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[x]
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Management company;
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[ ]
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Unit investment trust; or
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[ ]
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Face-amount certificate company.
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9.
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Subclassification if the fund is a management company (check only one):
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[ ]
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Open-end
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[x]
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Closed-end
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10.
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State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
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Delaware
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11.
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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:
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UBS Willow Management, LLC
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677 Washington Boulevard
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12.
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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.
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If the fund is a unit investment trust ("UIT") provide:
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(a)
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Depositor's name(s) and address(es):
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(b)
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Trustee's name(s) and address(es):
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14.
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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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[ ]
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Yes
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[x]
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No
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If Yes, for each UIT state:
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Name(s):
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File No.: 811-______
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Business Address:
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15.
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(a)
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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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[x] Yes
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[ ]
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No
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If Yes, state the date on which the board vote took place: October 15, 2012
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If No, explain:
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(b)
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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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[x]
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No
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If Yes, state the date on which the shareholder vote took place:
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If No, explain: Neither the terms of the Fund's limited liability company agreement nor Delaware state law required a shareholder vote to approve the liquidation.
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II.
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Distributions to Shareholders
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16.
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Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
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[x]
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Yes
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[ ]
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No
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(a)
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If Yes, list the date(s) on which the fund made those distributions:
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(b)
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Were the distributions made on the basis of net assets?
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[x] Yes
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[ ]
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No
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(c)
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Were the distributions made pro rata based on share ownership?
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[x] Yes
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[ ]
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No
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(d)
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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)
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Liquidations only:
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Were any distributions to shareholders made in-kind?
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[ ] Yes
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[x]
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No
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If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
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17.
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Closed-end funds only:
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Has the fund issued senior securities?
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[ ]
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Yes
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[x]
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No
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If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:
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18.
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Has the fund distributed all of its assets to the fund's shareholders?
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[x]
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Yes
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[ ]
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No
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If No,
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(a)
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How many shareholders does the fund have as of the date this form is filed?
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(b)
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Describe the relationship of each remaining shareholder to the fund:
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19.
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Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
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[ ]
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Yes
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[x]
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No
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If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
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III.
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Assets and Liabilities
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20.
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Does the fund have any assets as of the date this form is filed?
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(See question 18 above)
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[ ]
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Yes
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[x]
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No
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If Yes,
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(a)
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Describe the type and amount of each asset retained by the fund as of the date this form is filed:
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(b)
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Why has the fund retained the remaining assets?
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(c)
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Will the remaining assets be invested in securities?
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[ ] Yes
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[ ]
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No
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21.
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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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[ ]
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Yes
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[x]
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No
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If Yes,
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(a)
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Describe the type and amount of each debt or other liability:
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(b)
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How does the fund intend to pay these outstanding debts or other liabilities?
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IV.
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Information About Event(s) Leading to Request For Deregistration
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22.
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(a)
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List the expenses incurred in connection with the Merger or Liquidation:
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(i)
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Legal expenses: $10,000
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(ii)
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Accounting expenses: $0
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(iii)
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Other expenses (list and identify separately):
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(iv)
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Total expenses (sum of lines (i)-(iii) above): $11,000
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(b)
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How were those expenses allocated?
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All expenses incurred in connection with the liquidation of the Fund were paid by the Fund.
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(c)
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Who paid those expenses?
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All expenses incurred in connection with the liquidation of the Fund were paid by the Fund.
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(d)
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How did the fund pay for unamortized expenses (if any)?
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N/A
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23.
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Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
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[ ]
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Yes
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[x]
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No
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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:
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V.
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Conclusion of Fund Business
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24.
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Is the fund a party to any litigation or administrative proceeding?
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[ ]
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Yes
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[x]
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No
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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.
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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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[ ]
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Yes
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[x]
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No
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If Yes, describe the nature and extent of those activities:
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VI.
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Mergers Only
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26.
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(a)
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State the name of the fund surviving the Merger:
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(b)
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State the Investment Company Act file number of the fund surviving the Merger: 811-______
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(c)
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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:
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(d)
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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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This ‘N-8F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/27/13 | None on these Dates | ||
11/18/13 | ||||
6/17/13 | ||||
10/15/12 | ||||
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