In April 2014, the staff of the Division of Investment Management of the SEC published a Guidance Update regarding deregistration of investment companies. The Guidance Update states that a fund seeking an order from the SEC declaring that it is no longer an investment company may file an application with the SEC on Form N-8F if the fund falls within one of four enumerated categories (described in Form N-8F as “Merger,” “Liquidation,” “Abandonment of Registration” and “Business Development Company”).

The Guidance Update reviews the staff’s process for reviewing and commenting on Form N-8F filings, noting that the staff generally will issue comments requesting revisions or additional information if it identifies any deficiencies. In the Guidance Update, the staff identifies six items from the Form that have generated a significant number of comments and, in order to assist applicants in completing the Form, provides guidance for responding to these items. In particular, the Guidance Update notes the following:

• Item 2 requests the fund’s name and should be the name of the registrant as it appears on EDGAR. The name should not include the name of any particular series of the registrant.
• Item 6 requests information regarding the fund’s contact person. The fund may include an email address for purposes of receiving staff comments, if any, electronically.
• Item 11 requests information regarding the fund’s adviser. If the fund is a unit investment trust (UIT), the response to this item should be “not applicable” or otherwise explain that, as a UIT, the fund does not have an adviser.
• Item 15(a) requests information regarding whether the fund’s board of directors has approved the action leading to deregistration. UITs, including insurance company separate accounts organized as UITs, should respond “not applicable” or otherwise explain that, as a UIT, the fund does not have a board. In addition, if a UIT is liquidating in accordance with its terms, the response may include a statement to that effect.
• Item 25 relates to “Abandonment of Registration.” The Guidance Update states that a fund filing on the basis of “Abandonment of Registration” may either be (1) a fund that registered but determined to wind up prior to offering securities publicly or (2) a fund that will continue to operate but qualifies for an exclusion from the definition of “investment company” under Sections 3(c)(1) or 3(c)(7) of the 1940 Act. The staff notes that many funds fail to clearly identify which of these categories applies and offers guidance for properly completing the item.
• The name of the fund in the verification at the end of the Form should match exactly the name provided in response to Item 2.

The Guidance Update is available at: www.sec.gov/investment/im-guidance-2014-05.pdf