1 See Memorandum to Closed-End Investment Company Committee No. 27-98, Memorandum to SEC Rules Committee
No. 127-98, and Memorandum to Unit Investment Trust Committee No. 39-98, dated December, 14, 1998.
2 See Memorandum to Closed-End Investment Company Committee No. 1-99, Memorandum to SEC Rules Committee No.
4-99, and Memorandum to Unit Investment Trust Committee No. 2-99, dated January 27, 1999.
[10707]
February 5, 1999
TO: CLOSED-END INVESTMENT COMPANY COMMITTEE No. 3-99
SEC RULES COMMITTEE No. 8-99
UNIT INVESTMENT TRUST COMMITTEE No. 3-99
RE: INSTITUTE COMMENT LETTER ON SEC PROPOSED AMENDMENTS TO RULE
8f-1 AND FORM N-8F
______________________________________________________________________________
The Institute has filed with the Securities and Exchange Commission the attached comment
letter on the SEC’s proposed amendments to Rule 8f-1 under the Investment Company Act of 1940,
and Form N-8F, which govern the deregistration of investment companies.1 The proposed amendments
to Form N-8F would simplify the form, eliminate unnecessary items, and refocus the questions to better
elicit the information the Commission needs to make the finding under Section 8(f) to deregister a fund.
In addition, the proposed amendments to Rule 8f-1 would expand the types of circumstances in which a
fund may use Form N-8F to apply for a deregistration order. The proposed amendments also would
require the electronic filing of Form N-8F, including all exhibits and subsequent amendments, through
the Commission’s EDGAR system.
The Institute’s comment letter is substantially similar to the draft letter previously circulated to
you.2 It has been revised in certain minor respects to incorporate members' comments. The letter
supports the Commission’s proposed amendments and notes that the changes would facilitate
completion of the form and, thus, ultimately expedite the registration process. The letter also
recommends certain technical modifications to the form to make it easier to complete, and further
recommends that the Commission relieve funds from their Form N-SAR filing responsibilities if they
file a Form N-8F on or before the date on which the next Form N-SAR is required to be filed.
Barry E. Simmons
Assistant Counsel
Attachment