You may not send a completed printout of this form to the SEC to satisfy a filing obligaton. You can only satisfy an SEC filing obligation 

by submitting the information required by this form to the SEC in electronic format online at https://www.edgarfiling.sec.gov. 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

OMB APPROVAL 

OMB Number: 3235-0175 

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hours per response.... 1.00 

FORM N-8A 

NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE 

INVESTMENT COMPANY ACT OF 1940 

The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and 

pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of 

registration submits the following information: 

Name: * 

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

Telephone Number (including area code): 

Name and address of agent for service of process: 

Check Appropriate Box: 

Registrant is filing a Registration Statement pursuant to Section 8(b) of the Investment Company Act of 1940 concurrently 

with the filing of Form N-8A: YES [ ]

* * NO [ ] 

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 control number. Filing of this Form is mandatory. Section 8(a) of the Act and the rules thereunder 

require investment companies to file a notification of registration. The information collected on Form N-8A is publicly available. 

The Commission staff uses the information in its regulatory, disclosure review, inspection, and policy making roles. 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 the burden of the Form. The 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. 

* See footnote 1 to Item 1. ** See Instructions 4(b) and 4(f). 

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 OMB control number. SEC 1102 (12-01) 
 

 

 

INSTRUCTIONS FOR FORM N-8A 

Read instructions carefully before preparing the notification of registration. A notification of registration will not be 

deemed acceptable as the notification of registration filed pursuant to Section 8(a) of the Investment Company Act of 1940 

(“Act”) unless it is prepared, executed and filed substantially in accordance with these instructions. 

1. Rule as to use of form: 

This form shall be used as the notification of registration filed with the Commission pursuant to Section 8(a) of the Act. 

2. The registrant: 

As used in this form the word “registrant” means the investment company filing the notification of registration. 

Each investment company should file a separate notification of registration. 

For purposes of the Act, unincorporated investment organizations, such as trusts, funds, or any organized groups of persons, 

are regarded as distinct entities. In such cases it is the trust, the fund or other unincorporated entity which is the “registrant.” Each 

such trust, fund or other unincorporated entity must file an individual notification of registration. This is true even though such 

entities have been created under and pursuant to the same indenture of trust or contract of custodianship, or have the same 

corporate trustee, investment adviser, manager, depositor, or distributor of their securities. 

Attention is further directed to the fact that a trust or other form of organization which issues periodic payment plan 

certificates and the assets of which are securities issued by an investment company is itself an investment company, and as such 

must file a notification of registration independent of that of the investment company the securities of which constitute its assets. 

3. Application of General Rules and Regulations: 

The general Rules and Regulations under the Act contain certain general requirements which are applicable to registration 

of any form. These general requirements should be carefully read and observed in the preparation and filing of a notification of 

registration on this form. Particular attention is directed to Regulation 8B which sets forth general requirements regarding matters 

such as the kind and size of paper to be used. 

4. Preparation of form of notification of registration: 

(a) This form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the notification 

of registration on paper meeting the requirements of Rule 8b-12. The notification of registration shall contain the item 

numbers and the text of the items. 

(b) If registrant is filing a registration statement as required by Section 8(b) of the Act concurrently with the filing of 

notification of registration, registrant need furnish only the information requested on the cover page and sign the form 

to effect registration. Otherwise, every item and subdivision of the form is to be answered fully and accurately. If 

an itemor subdivision is not applicable to the registrant, indicate that fact bygiving the answer “NOT APPLICABLE.”

(c) Every item is to be answered as of the date the form is prepared, unless the context clearly indicates the contrary. 

(d) All answers are to be typewritten or printed in ink. The reply should be centered on the page so that a margin will 

appear on both sides of the reply. 

(e) Names shall be given in full. Initials or abbreviations will not suffice. 

(f) Signature. 

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An original and three copies of each notification of registration shall be filed. The three copies of the notification of 

registration may have facsimile or typed signatures. If the registrant is an investment company having a board of directors, the 

original notification of registration shall be signed on behalf of the registrant by a director, officer or trustee. If the registrant 

has some other form of organization, such as a trust administered by a corporate trustee, a fund, etc., the original notification of 

registration shall be signed on behalf of the registrant by an officer or director of its sponsor. If no sponsor exists or is at present 

functioning with reference to the registrant, the signature may be made on behalf of the registrant by an officer or director of the 

trustee or custodian. 

If registrant is concurrently filing a registration statement as required by Section 8(b) under the Act, the signature, which 

should conform to the appropriate form of signature shown on the final page of this form, may be placed on the cover page. 

(g) Filing. 

The notification of registration and all inquiries and communications with respect thereto shall be forwarded to the 

Securities and Exchange Commission, Washington, D.C. 20549. 

(h) Fee. 

There is no fee charged for filing the notification of registration. 

(i) Specific instructions with respect to Item 5(b) of the notification of registration. 

The determination of whether or not a company is a “diversified company” or a “non-diversified company” involves an 

evaluation of registrant’s portfolio securities in relation to the value of its assets. Attention is directed to the definition of value 

in Section 2(a)(41) of the Act which provides, in general, that valuations for this purpose are to be taken as of the last preceding 

fiscal quarter except in respect of securities and other assets acquired since such quarter. 

The Commission recognizes that registrant, on the date of preparation of the notification of registration, may not be able 

to determine its classification with accuracy and that an estimate may have to be made. If such an estimate proves to be erroneous, 

the registrant, as promptly as possible, should file an amendment to its notification ofregistration stating its correct classification. 

Registration by an investment company in any classification in no sense constitutes a determination by the Securities and 

Exchange Commission that registrant is actually entitled to such classification under the Act. 

Attention is further called to the provisions of Section 13 of the Act to the effect that no registered diversified investment 

company may change from a diversified to a non-diversified company without approval by a vote of a majority of its outstanding 

voting securities. 

5. Definitions: 

All words and terms used in the form for notification of registration have the same meaning as in the Act. A list of these 

terms and the sections of the Act in which they are defined follows: 

“closed-end company” Section 5(a)(2) 

“company” Section 2(a)(8) 

“diversified company” Section 5(b)(1) 

“face-amount certificate company” Section 2(a)(13) 

“investment adviser” Section 2(a)(20) 

“investment company” Section 3(a) 

“management company” Section 4(3) 

“non-diversified company” Section 5(b)(2) 

“open-end company” Section 5(a)(1) 

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“security” Section 2(a)(36) 

“short-term paper” Section 2(a)(38) 

“underwriter” Section 2(a)(40) 

“unit investment trust” Section 4(2) 

“value” Section 2(a)(41) 

“voting security” Section 2(a)(42) 

In addition the following definitions apply: The term “director” is defined in Section 2(a)(12) of the Act. In general the 

term includes only directors of a corporation, trustees of a common law trust who are natural persons, and natural persons 

performing similar functions with respect to any organization whether incorporated or unincorporated such as a board of directors 

or managers of a joint stock company or association. 

The term “sponsor” means the depositor or manager of an investment company not having a board of directors as defined 

above. 

6. Failure to file a registration statement required by Section 8(b) of the Act: 

Registrant’s attention is directed to Rule 8b-5 promulgated under Section 8(b) of the Act. Rule 8b-5 provides that an 

investment company shall file a registration statement with the Commission within three months after the filing of notification 

of registration under Section 8(a) of the Act. In addition, the rule provides that if the fiscal year of such company ends within 

the three-month period, its registration statement may be filed within three months after the end of such fiscal year. Unless an 

application for an extension of time pursuant to Rule 8b-25 is granted, a registrant’s failure to comply with Section 8(b) and Rule 

8b-5 thereunder may result in immediate Commission action either to revoke registration under the Act pursuant to Section 8(e) 

or to institute deregistration proceedings on its own motion pursuant to Section 8(f) of the Act. 

When any registrant (1) indicates in Item 9(e) that its outstanding securities are held by fewer than 100 beneficial owners, 

(2) fails to comply with Rule 8b-5, and (3) fails to file a registration statement under the Securities Act of 1933 with respect to 

a proposed public offering within 90 days after the filing of Form N-8A or has withdrawn any such registration statement filed 

within such 90-day period, the Commission may use such information as the basis for a decision that such registrant has abandoned 

its intentions of engaging in business as an investment company. Such a determination may be used as a basis for a finding by 

the Commission that such registrant has ceased to be an investment company and for an order, pursuant to Section 8(f) of the Act, 

declaring that the registration of such registrant shall cease to be in effect. 

FORM N-8A 

In addition to completing the cover page, a registrant must complete the following items unless it has indicated on the cover 

page that it is filing the registration statement required pursuant to Section 8(b) of the Investment Company Act of 1940 

concurrently with the filing of Form N-8A: 

Item 1. Exact name of registrant.1 

Item 2. Name of state under the laws of which registrant was organized or created and the date of such 

organization or creation. 

Item 3. Form of organization of registrant (for example, corporation, partnership, trust, joint stock company, association, 

fund). 

Item 4. Classification of registrant (face-amount certificate company, unit investment trust, or management company). 

Section 35(d) of the Act should be considered in connection with the registrant’s name, as should the following: (a) a review of the current 

List of Companies Registered under the Investment Company Act of 1940, published by the Commission, to ascertain if the name is similar to 

that of any existing company; and (b) if the corporate name implies a particular investment medium, industry emphasis or objective, the 

investment policy should be consistent with the name. 

4 

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Item 5. If registrant is a management company: 

(a) state whether registrant is a “closed-end” company or an “open-end” company; 

(b) state whether registrant is registering as a “diversified” company or a “non-diversified” company (read 

Instruction 4(i) carefully before replying). 

Item 6. Name and address of each investment adviser of registrant.2 

Item 7. If registrant is an investment company having a board of directors, state the name and address of each officer and 

director of registrant.3 

Item 8. If registrant is an unincorporated investment company not having a board of directors: 

(a) state the name and address of each sponsor of registrant; 

(b) state the name and address of each officer and director of each sponsor of registrant; 

(c) state the name and address of each trustee and each custodian of registrant. 

Item 9. (a) State whether registrant is currently issuing and offering its securities directly to the public 

(yes or no). 

(b) If registrant is currently issuing and offering its securities to the public through an underwriter, state the 

name and address of such underwriter. 

(c) If the answer to Item 9(a) is “no” and the answer to Item 9(b) is “not applicable,” state whether registrant 

presently proposes to make a public offering of its securities (y 

(d) State whether registrant has any securities currently issued and outstanding (yes or no). 

(e) If the answer to Item 9(d) is “yes,” state as of a date not to exceed ten days prior to the filing of this 

notification of registration the number of beneficial owners of registrant’s outstanding securities (other 

than short-term paper) and the name of any company owning 10 percent or more of registrant’s outstanding 

voting securities. 

Item 10. State the current value of registrant’s total assets. 

Item 11. State whether registrant has applied or intends to apply for a license to operate as a small business investment 

company under the Small Business Investment Act of 1958 (yes or no). 

Item 12. Attach as an exhibit a copy of the registrant’s last regular periodic report to its securityholders, if any. 

2 The term “investment adviser” of an investment company is defined in Section 2(a)(20) of the Act. It should be noted that under this 

definition any person who pursuant to contract “regularly performs substantially all of the duties” undertaken by an investment adviser to an 

investment company is also deemed to be an investment adviser to the investment company. Thus, if registrant has a sub-adviser, the name and 

address of each such sub-adviser should be included in the response to this item. 3 The response to this item should include the full names, not initials, of all officers and directors, and, if all positions on the board are not 

filled, the number of vacancies should be indicated. Registrant’s attention is also directed to Sections 10(a), 10(b), 10(c) and 10(d) of the Act 

regarding the makeup of the board of directors. 

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SIGNATURES 

1. Form of signature if registrant is an investment company having a board of directors: 

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has caused this notification of 

registration to be duly signed on its behalf of the city of and state of on the day of 

20 . 

[SEAL] Signature 

(Name of Registrant) 

BY 

(Name of director, trustee or officer signing 

on behalf of Registrant) 

Attest: 

(Name) 

(Title) 

2. Form of signature if registrant is an unincorporated investment company not having a board of directors. 

Pursuant to the requirements of the Investment Company Act of 1940 the (sponsor, trustee, or 

custodian) of the registrant has caused this notification of registration to be duly signed on behalf of the 

registrant in the city of and state of on the day of 20 . 

[SEAL] Signature 

(Name of Registrant) 

BY 

(Name of sponsor, trustee or custodian) 

BY 

(Name of officer of sponsor, trustee or custodian) 

Attest: 

(Name) 

(Title) (Title) 

6