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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/04/11 Morgan Stanley S&P 500 Index Fund N-8F 1:57K Command Financial |
Document/Exhibit Description Pages Size 1: N-8F Application for Deregistration of a Registered HTML 58K Investment Company
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM N-8F |
Application for Deregistration of Certain Registered Investment Companies.
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I. |
General Identifying Information |
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1. |
Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): |
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x |
Merger |
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o |
Liquidation |
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o |
Abandonment
of Registration |
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Election of status as a Business Development Company
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2. |
Name of fund: Morgan Stanley S&P 500 Index Fund |
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3. |
Securities and Exchange Commission File No.: 811-08265 |
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4. |
Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? |
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x |
Initial Application o Amendment |
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5. |
Address of Principal Executive Office (include No. & Street, City, State, Zip Code): |
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Morgan Stanley S&P 500 Index Fund |
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6. |
Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: |
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Joseph C. Benedetti, Esq. |
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7. |
Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-l and 31a-2 under the Act [17 CFR 270.31a-l, 31a-2]: |
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NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-l and 3la-2 for the periods specified in those rules. |
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Morgan Stanley Services Company Inc. |
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Attn: Mr. Frank Smith (201) 830-8373 |
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8. |
Classification of fund (check only one): |
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x |
Management company; |
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o |
Unit investment trust; or |
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o |
Face-amount certificate company. |
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9. |
Subclassification if the fund is a management company (check only one): |
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x |
Open-end o Closed–end |
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10. |
State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): |
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Massachusetts |
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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: |
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Morgan Stanley Investment Advisors Inc. |
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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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Morgan Stanley Distributors Inc. |
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13. |
If the fund is a unit investment trust (“UIT”) provide: |
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(a) Depositor’s name(s) and address(es): |
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(b) Trustee’s name(s) and address(es): |
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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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o Yes x 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. |
(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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x Yes o No |
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If Yes, state the date on which the board vote took place: |
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December 9-10, 2009 |
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If No, explain: |
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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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x Yes o No |
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If No, explain: |
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II. |
Distributions to Shareholders |
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16. |
Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? |
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x Yes o No |
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(a) |
If Yes, list the date(s) on which the fund made those distributions: |
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(b) |
Were the distributions made on the basis of net assets? |
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x Yes o No |
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(c) |
Were the distributions made pro rata based on share ownership? |
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x Yes o 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: |
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Pro rata distribution of shares of the same or a comparable class of Invesco S&P 500 Index Fund, a series of AIM Counselor Series Trust, to the shareholders of record of Morgan Stanley S&P 500 Index Fund as of immediately prior to the opening of regular trading on the New York Stock Exchange on the closing date of the Reorganization. |
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(e) |
Liquidations only: |
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Were any distributions to shareholders made in kind? |
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o Yes o 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. |
Closed-end funds only: |
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Has the fund issued senior securities? |
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o Yes o No |
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If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders: |
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18. |
Has the fund distributed all of its assets to the fund’s shareholders? |
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x Yes o No |
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If No, |
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(a) |
How many shareholders does the fund have as of the date this form is filed? |
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(b) |
Describe the relationship of each remaining shareholder to the fund: |
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19. |
Are there any shareholders who have not yet received distributions in complete liquidation of their interests? |
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o Yes x 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. |
Assets and Liabilities |
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20. |
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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o Yes x No |
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If Yes, |
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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: |
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(b) |
Why has the fund retained the remaining assets? |
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(c) |
Will the remaining assets be invested in securities? |
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o Yes o 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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o Yes x No |
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If Yes, |
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(a) |
Describe the type and amount of each debt or other liability: |
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(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 |
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22. |
(a) |
List the expenses incurred in connection with the Merger or Liquidation: |
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(i) |
Legal expenses: |
$39,615.22 |
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(ii) |
Accounting expenses: |
$6,060.40 |
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(iii) |
Other expenses (list and identify separately): |
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Printing of proxy, solicitation, tabulation and mailing: |
$388,396.06 |
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(iv) |
Total expenses (sum of lines (i) - (iii) above): |
$434,071.68 |
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(b) |
How were those expenses allocated? |
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See 22(a) (i), (ii) and (iii) above. |
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(c) |
Who paid those expenses? |
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Evenly split between Morgan Stanley Investment Advisors Inc. and Invesco Advisers, Inc. |
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(d) |
How did the fund pay for unamortized expenses (if any)? |
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Not Applicable |
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23. |
Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? |
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o Yes x 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. |
Conclusion of Fund Business |
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24. |
Is the fund a party to any litigation or administrative proceeding? |
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o Yes x 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. |
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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o Yes x No |
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If Yes, describe the nature and extent of those activities: |
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VI. |
Mergers Only |
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26. |
(a) |
State the name of the fund surviving the Merger: |
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Invesco S&P 500 Index Fund, a series of AIM Counselor Series Trust |
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(b) |
State the Investment Company Act file number of the fund surviving the Merger: |
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File number: 811-09913 |
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(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: |
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File number: 811-05426 |
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Form type: Form NSAR-A |
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Date of filing: January 28, 2011 |
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(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) 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 Morgan Stanley S&P 500 Index Fund, (ii) she is the Vice President of Morgan Stanley S&P 500 Index Fund, 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 her knowledge, information and belief.
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Signature: |
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Name: Stefanie V. Chang Yu |
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Title: Vice President |
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Referenced-On Page | |||||||||
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This ‘N-8F’ Filing | Date | First | Last | Other Filings | |||||
Filed on: | 3/4/11 | ||||||||
1/28/11 | 6 | ||||||||
6/1/10 | 3 | ||||||||
5/11/10 | 3 | 497 | |||||||
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