FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application for Deregistration of
Certain Registered Investment Companies
I. General Identifying Information
1. Reason fund is applying to deregister (check only one):
[ ] Merger
[ ] Liquidation
[ x ] 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: Discover Brokerage Index Series
3. Securities and Exchange Commission File No.: 811-9059
4. Is this an initial Form N-8F or an amendment to a
previously filed Form N-8F?
[] Initial Application [X ] Amendment
5. Address of Principal Executive Office (include No. &
Street, City, State, Zip Code):
Two World Trade Center
70th Floor
New York, NY 10048
6. Name, address and telephone number of individual the
Commission staff should contact with any questions regarding
this form:
Marilyn K. Cranney, Esq.
Morgan Stanley Dean Witter Advisors Inc.
Two World Trade Center
70th Floor
New York, NY 10048
(212) 392-1525
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]:
Morgan Stanley Dean Witter Services Company Inc.
Two World Trade Center
New York, NY 10048
Attention: Thomas Caloia
(212) 392-1156
NOTE: Once deregistered, a fund is still required to
maintain and preserve the records described in
rules 31a-1 and 31a-2 for the period specified
in those rules.
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):
Massachusetts
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:
Morgan Stanley Dean Witter Advisors Inc.
2 World Trade Center, 70th Floor
New York, NY 10048
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:
Morgan Stanley Dean Witter Distributors Inc.
Two World Trade Center
New York, NY 10048
The applicant has never made a public offering of its shares.
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 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:
April 27, 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?
[] Yes [ x] No
If Yes, state the date on which the shareholder
vote took place:
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 [ ] 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
(c) If No to (b) or (c) above, describe the method of
(d) 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 a 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?
Yes [ ] No [ ]
If No,
(a) How many shareholders does the fund have as of the date
this form is filed?
(b) Describe the relationship if each remaining shareholder
to the fund:
19. Are there any shareholders who have not yet received
distributions in complete liquidation of their
interests?
[ ] Yes [ ] 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 [ ] 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
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 [ ] 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: $
(ii) Accounting expenses: $
(iii) Other expenses (list and identify separately):
Typesetting and Printing of Proxy Statement:
$
Mailing of Proxy Statement: $
(iv) Total expenses (sum of lines (i)-(iii) above): $
(b) How were those expenses allocated? $ consisted
of solicitation costs, $ (legal) consisted
of reorganization costs.
(c) Who paid those expenses?
(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 [ ] 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:
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:
(b) State the Investment Company Act file number of the
fund surviving the Merger:
(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:
(e) 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) 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
Discover Brokerage Index Series
(Name of Fund)
ii) he or she is the Vice President of
(Title)
Discover Brokerage Index Series. and
(Name of Fund)
(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
his or her knowledge, information and belief.
(Signature)
/s/Barry Fink
Barry Fink
PARALEG/MSDATA/FORM N-8-F/amend DBD form
