United States Securities and
Exchange Commission
Form N-8F
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I. General Identifying Information
1. [ ] 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 this form.)
2. Name of fund: INVESTA MANAGEMENT CO.
3. Securities and Exchange Commission File No.: 811-8198
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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):
C/O INVESTA MANAGEMENT CO., INC. 551 FIFTH AVENUE, NEW YORK,
NEW YORK 10176
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
THOMAS R. WESTLE, ESQ.
SPITZER & FELDMAN P.C.
405 PARK AVENUE
NEW YORK, NEW YORK 10022
212-888-6680
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United States Securities and
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Form N-8F
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7. Name, address and telephone 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]:
ALL ACCOUNTS AND RECORDS RELATING TO THE ABANDONED
REGISTRATION OF THE REGISTRANT THAT WOULD HAVE BEEN MAINTAINED
FOR THE FUND HAD THE FUND BEEN DECLARED EFFECTIVE, PURSUANT
TO SECTION 31(A) OF THE INVESTMENT COMPANY ACT OF 1940 AND
RULES 31A-1 THROUGH 31A-3 THEREUNDER, ARE CURRENTLY IN THE
POSSESSION OF INVESTA, INC., 551 FIFTH AVENUE, NEW YORK, NEW
YORK 10176.
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
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United States Securities and
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Form N-8F
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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:
The name and address of the adviser which was proposed to provide
management services to the Fund is:
INVESTA, INC.
551 FIFTH AVENUE
NEW YORK, NEW YORK 10176
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:
NONE
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): N/A
(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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United States Securities and
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Form N-8F
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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?
[ ] Yes [X] No
If Yes, state the date on which the board vote
took place: N/A
(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, please explain:THE FUND WAS NEVER DECLARED EFFECTIVE
BY THE COMMISSION, NOR DID THE FUND EVER HOLD AN
ORGANIZATIONAL MEETING OF DIRECTORS. THEREFORE, THE FUND
NEVER ISSUED ANY SHARES AND DID NOT HAVE ANY SHAREHOLDERS
FROM WHICH IT COULD OBTAIN SUCH APPROVALS.
II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholder 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 the share
ownership?
[ ] Yes [ ] No
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United States Securities and
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Form N-8F
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(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?
[ ] 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 distribution in
complete liquidation of their interests?
[ ] Yes [ ] No
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United States Securities and
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Form N-8F
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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?
[ ] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date ths 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:
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United States Securities and
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Form N-8F
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(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above):
(b) How were those expenses allocated?
(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:
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United States Securities and
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Form N-8F
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(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:
(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.
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United States Securities and
Exchange Commission
Form N-8F
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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 INVESTA MANAGEMENT CO. , (ii) he is the PRESIDENT of INVESTA
MANAGEMENT CO., and (iii) all actions 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.
INVESTA MANAGEMENT CO.
By: _______________________________
Derek J. Hoggett, President
Date:
_______________________________
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