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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
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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:
COMPASS HIGHFIELDS I FUND
Name
c/o McKinsey & Company, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, New York 10022
Address of Principal Business Office
Telephone Number (including area code): (212) 446-8067
Name and address of agent for service of process:
Timothy J.E. Church
c/o McKinsey & Company, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, New York 10022
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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 /X/
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Item 1. Exact name of registrant.
COMPASS HIGHFIELDS I FUND.
Item 2. Name of state under the laws of which registrant was organized or
created and the date of such organization or creation.
NEW YORK, August 31, 1998.
Item 3. Form of organization of registrant (for example, corporation,
partnership, trust, joint stock company, association, fund).
Partnership.
Item 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).
Management company. Registrant is an employee securities company
and is subject to an exemptive order granted to Partners Income
Fund (Investment Company Act Release No. IC-18948 (September 14,
1992)).
Item 5. If registrant is a management company:
(a) state whether registrant is a "closed-end" company or an
"open-end" company;
Closed-end company.
(b) state whether registrant is registering as a "diversified"
company or a "non-diversified" company (read Instruction 4(i)
carefully before replying).
Non-diversified company.
Item 6. Name and address of each investment adviser of registrant.
PAUL HARRIS MANAGEMENT, INC.
c/o McKinsey & Company, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, New York 10022
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.
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Registrant does not have a board of directors. Registrant
is a "commodity pool" for purposes of the Commodity Exchange
Act and is advised by Paul Harris Management Inc. ("Paul
Harris"), a registered commodity pool operator. Paul Harris
is advised by an "Advisory Committee," which under the
registrant's partnership agreement has only administrative
and consultative responsibilities. The members of the
Advisory Committee (all of whom are partners in the
registrant) are:
Stephen C. Coley
Peter A. Flaherty
Roger C. Kline
Timothy Church
Donald Waite
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;
Not applicable.
(b) state the name and address of each officer and director of each
sponsor of registrant;
Not applicable.
(c) state the name and address of each trustee and each custodian of
registrant.
Not applicable.
Item 9. (a) state whether registrant is currently issuing and offering its
securities directly to the public (yes or no).
No.
(b) If registrant is currently issuing its securities to the public
through an underwriter, state the name and address of such
underwriter.
Not applicable.
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(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 (yes or no).
No.
(d) State whether registrant has any securities currently issued and
outstanding (yes or no).
Yes.
(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.
18 beneficial owners. No company owns 10% or more of the
registrant's outstanding voting securities.
Item 10. State the current value of registrant's total assets.
$2,976,000 as of October 1, 1998.
Item 11. State whether registrant has applied or intends to apply for license
to operate as a small business investment company under the Small
Business Investment Act of 1958 (yes or no).
No.
Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its securityholders, if any.
Not applicable.
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SIGNATURES
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 in the City of New York and State of New York on the 20th day of
October, 1998.
COMPASS HIGHFIELDS I FUND
By: /s/ Timothy Church
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Title: General Partner
Attest: /s/ Todd Tibbetts
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Title: General Partner
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