FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
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: United Gold & Government Fund, Inc.
3. Securities and Exchange Commission File No.: 811-04261
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. and Street, City,
State, Zip Code):
6300 Lamar Avenue
Overland Park, Kansas 66202
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6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Kristen A. Richards, Esq.
Waddell & Reed, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202
(913) 236-2000
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund's records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Waddell & Reed Services Company
6300 Lamar Avenue
Overland Park, Kansas 66202
(913) 236-2000
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.
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 or
Massachusetts):
The fund was organized as a Maryland corporation.
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:
Waddell & Reed Investment Management Company, the fund's investment
adviser prior to the fund's reorganization into United Asset Strategy Fund
on June 30, 1999, is located at 6300 Lamar Avenue, Overland Park, Kansas
66202.
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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
principal underwriters have been terminated:
Waddell & Reed, Inc., the fund's principal underwriter prior to the fund's
reorganization into United Asset Strategy Fund, Inc. on June 30, 1999, is
located at 6300 Lamar Avenue, Overland Park, Kansas 66202.
13. Not applicable.
14. Not applicable.
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 6, 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
If Yes, state the date on which the shareholder vote took place:
Meeting adjourned on June 22, 1999; reconvened on June 28, 1998.
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:
June 30, 1999.
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
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(c) Were the distributions made PRO RATA based on share ownership?
[x] 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) Not applicable.
17. Not applicable.
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: $55,500
(ii) Accounting expenses: 4,540
(iii) Other expenses (list and identify separately)
Special Director Meeting Expense: 6,000
Proxy and Shareholder Reports: 23,900
(iv) Total expenses (sum of lines (i)-(iii) above): 89,940
(b) How were those expenses allocated? The expenses were allocated 50%
to each of United Gold & Government Fund, Inc. and United Asset
Strategy Fund, Inc.
(c) Who paid those expenses? United Gold & Government Fund, Inc. and
United Asset Strategy Fund, Inc. paid the expenses.
(d) How did the fund pay for unamortized expenses (if any)? N/A
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 the
application was filed:
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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: United Asset
Strategy Fund, Inc.
(b) State the Investment Company Act file number of the fund surviving
the Merger: File No. 811-07217.
(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 No. 333-76495, Form N-14, filed on April
26, 1999.
(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) he has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of United Gold & Government Fund, Inc., (ii) he is the Secretary of United Gold
& Government Fund, Inc., 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 his
knowledge, information and belief.
/s/ HELGE K. LEE
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Name: Helge K. Lee
