File No: 811-08793
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U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form N-8F
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[X] MERGER
[ ] 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: The Winter Harbor Fund
3. Securities and Exchange Commission File No.: 811-08793
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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): 511 Congress Street, Portland, ME 04101
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Jennifer E. Goff, The Royce Funds, 1414 Avenue of the Americas, 9th Floor,
New York, NY 10019, 212/508-4522
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 [17 CFR 270.31a-1, .31a-2]: Integrated Fund
Services, Inc., 221 East Fourth St., Suite 300, Cincinnati, OH 45202,
513/362-8000
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.
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8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
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): Delaware
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.
Ebright Investments, Inc. (formerly known as Royce, Ebright & Associates,
Inc.), 511 Congress Street, Portland, ME 04101
Gouws Capital Management, Inc., 511 Congress Street, 9th Floor, Portland,
ME 04101
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:
IFS Fund Distributors, Inc., 221 East Fourth St., Suite 300, Cincinnati, OH
45202, 513/362-8000
Royce Fund Services, Inc., 1414 Avenue of the Americas, New York, NY 10019,
212/355-7311
13. If the fund is a unit investment trust ("UIT") provide:
(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:
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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?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place: June 9,
2000 and September 15, 2000
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
If Yes, state the date on which the shareholder vote took place:
October 4, 2000
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation:
[ ] Yes [X] No
(a) If Yes, list the date(s) on which the fund made those distributions:
(b) Were the distributions made on the basis of net assets?
[ ] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[ ] Yes [ ] 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:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] 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 [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
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 interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests 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 [ ] 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?
[ ] Yes [X] No
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?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $23,822.70
(ii) Accounting expenses: Auditors N-14 Review: $ 1,230.00
(iii) Other expenses (list and identify separately):
Proxy Printing and Mailing of Material to ADP: $ 863.38
Proxy Distribution and Solicitation: $ 2,708.31
(iv) Total expenses (sum of lines (i)-(iii) above): $28,624.39
(b) How were those expenses allocated?
$25,000 of the expenses were paid by Royce & Associates, Inc. Winter
Harbor Fund paid the remainder to the extent that such expenses were
accrued. The remainder was paid by Ebright Investments, Inc.
(c) Who paid those expenses?
Royce & Associates, Inc. paid $25,000;
Winter Harbor Fund paid $3,624.39.
(d) How did the fund pay for unamortized expenses (if any)? None.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[X] Yes [ ] 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 the
application was filed: Filed an N-14, Number(s) 333-43272 on August 8,
2000.
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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 now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the merger: The Royce Fund, Royce
Total Return Fund Series
(b) State the Investment Company Act file number of the fund surviving the
Merger: SEC File # 811-03599
(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: File Number(s): 333-43272; Form Type: N-14;
Filing Date: August 8, 2000
(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.
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 The Winter Harbor Fund, (ii) she is the President of The Winter Harbor Fund,
and (iii) all actions 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 her knowledge, information and belief.
DATE: November 1, 2000
/s/ Jennifer E. Goff
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Jennifer E. Goff, President
