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I GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] MERGER
[X] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(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.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of
the form.)
2. Name of fund: Millenium Municipal Income Fund, Inc.
3. Securities and Exchange Commission File No.: 811-08609
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
45 Essex St., Millburn, NJ 07041
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Anthony Branca, c/o Atlantic Group Securities, 45 Essex St., Millburn,
NJ 07041 (973) 379-3000
7. 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 (17CFR 270.31a-1, .31a-2]:
John Sabo, c/o Atlantic Group Securities, 45 Essex St., Millburn, NJ 07041
(973) 379-3000
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.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
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9. Subclassification if the fund is a management company (check only one):
[x] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts): NEW JERSEY
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:
Millenium Advisors, Inc.
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contacts with those
underwriters have been terminated: ATLANTIC GROUP SECURITIES, INC.
13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
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?
[ ] YES [X] NO
If Yes, for each UIT state:
Name(s)
File No.: 811-____________________
Business Address:
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?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place:
September 21, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[x] Yes [ ] No
Shareholders accepted recission offers various dates 9/99
If Yes, state the date on which the shareholder vote took place:
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If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
10/12/99
(b) Were the distributions made on the basis of net assets?
[ ] Yes [X] No
(c) Were the distributions made pro rata based on share ownership?
[ ] Yes [X] No
(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:
Shareholders received full investment, plus dividends.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [X] No
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?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed:
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interest?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interest of, those shareholders;
III ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets:
(c) Will the remaining assets be invested in securities?
[ ] Yes [X] No
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?
[ ] Yes [X] No
P
If Yes,
(a) Describe the type and amount of each debt or other liability:
(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
22. (a) List the expenses incurred in connection with the Merger of
Liquidation:
(i) Legal expenses: Approx. 40,000
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(ii) Accounting Expenses: Approx. 35,000
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(iii) Other expenses (list and identify separately): $ -0-
(iv) Total expenses (sum of lines (i)-(iii) above): $75,000
(b) How were those expenses allocated?
All paid by promoter, Atlantic Group Securities, Inc.
(c) Who paid those expenses?
Atlantic Group Securities, Inc.
(d) How did the fund pay for unamortized expenses (if any)?
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or liquidation?
[ ] Yes [x] No
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 application
was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding"
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund engaged, or intending to engage, in any business activities
other that those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
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VI MERGERS ONLY N/A
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-____________
(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:
(d) If the merger or reorganization agreement has not been filed with the
Commission, prove a copy of the agreement as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he or 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 (Name of Fund) MILLENIUM MUNICIPAL INCOME FUND, (ii) he or she
is the (Title) AUTHORIZED OFFICER of (Name of Fund) MILLENIUM MUNICIPAL INCOME
FUND, and (iii) all action by shareholders, directors, 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 his or her
knowledge, information and belief.
(Signature)
/s/ ARNOLD COHEN
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Arnold Cohen
