<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES
I. GENERAL IDENTIFYING INFORMATION
1 Reason fund is applying to deregister (check only one; for descriptions,
see Instruction I above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: CARNEGIE TAX EXEMPT INCOME TRUST
3. Securities and Exchange Commission File No.: 811-4538
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):
1100 The Halle Building
1228 Euclid Avenue
Cleveland, Ohio 44115
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Jeffrey J. Margulies, Esq.
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
216/479-8750
1
<PAGE> 2
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]:
Carnegie Tax Exempt Income Trust, 1100 The Halle Building, 1228 Euclid
Avenue, Cleveland, Ohio 44115, telephone: 216/367-4100
Mellon Trust (fna Boston Safe Deposit and Trust Company), One Cabot Road,
Medford, Massachusetts 02155-5141; telephone: 617/382-2623
First Data Investor Services Group, a division of First Data Corp., 3200
Horizon Drive, King of Prussia, Pennsylvania 19406-0903; telephone:
508/871-9833
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,
Massachusetts):
Ohio
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:
Carnegie Capital Management Company
1100 The Halle Building
1228 Euclid Avenue
Cleveland, Ohio 44115
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:
Carnegie Fund Distributors, Inc.
1100 The Halle Building
1228 Euclid Avenue
Cleveland, Ohio 44115
2
<PAGE> 3
13. If the fund is a unit investment trust ("UIT") provide: NOT APPLICABLE
(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: July
27, 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:
October 4, 1999
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: November 12, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
3
<PAGE> 4
(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) 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: NOT APPLICABLE
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 plan (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?
4
<PAGE> 5
(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 [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: $9,000
(ii) Accounting expenses: -0-
(iii) Other expenses (list and identify separately):
proxy solicitor - $3,000;
printing and postage - $2,700
(iv) Total expenses (sum of lines (i) - (iii) above): $14,700
(b) How were those expenses allocated?
These expenses were allocated among all of the fund's shareholders
on a pro rata basis.
(c) Who paid those expenses? The fund.
(d) How did the fund pay for unamortized expenses (if any)? There were
no unamortized expenses.
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:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
5
<PAGE> 6
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 NOT APPLICABLE
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, 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 Carnegie Tax Exempt Income Trust, (ii) he is the Treasurer and
Secretary of Carnegie Tax Exempt Income Trust, 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.
Date: February 4, 2000
CARNEGIE TAX EXEMPT INCOME TRUST
By /s/ David E. Karam
---------------------------------------
David E. Karam, Treasurer and Secretary
6
