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Previous: CINTECH TELE MANAGEMENT SYSTEMS INC, DEF 14A, 2000-09-22 |
Next: CIPHERGEN BIOSYSTEMS INC, S-1/A, 2000-09-22 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies.
Instructions for using Form N-8F
This form may be filed by an investment company ("fund") that is currently registered with the Securities and Exchange Commission under the Investment Company Act of 1940 ("Act"), is seeking to deregister, and is in one of the four categories in Instruction 1 below.
1. To use this form, the fund must be seeking to deregister under one of the following circumstances identified in rule 8f-1 [17 CFR 270.8f-1]:
(a) The fund has (i) sold substantially all of its assets to another registered fund or (ii) merged into or consolidated with another registered fund ("Merger");
(b) The fund has distributed substantially all of its assets to its shareholders and has completed, or is in the process of, winding up its affairs ("Liquidation");
(c) The fund qualifies for an exclusion from the definition of "investment company" under section 3(c)(1) or section 3(c)(7) of the Act ("Abandonment of Registration"); or
(d) The fund has become a business development company ("Business Development Company").
2. If the fund is not eligible to use this form, refer to rule 0-2 under the Act [17 CFR 270.0-2] for general instructions on filing an application with the Commission. Applications for deregistration pursuant to rule 0-2 must be submitted electronically in accordance with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
3. This form and all exhibits must be submitted electronically to the Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
4. Amendments to this form also must be filed electronically (see Instruction 3 above), and must include a verification identical to the one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.
6. Funds are reminded of the requirement to timely file a final Form N-SAR with the Commission. See rule 30b-1 under the Act [17 CFR 270.30b1-1]; Form N-SAR [17 CFR 274.101].
SEC's Collection of Information
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. A fund that wishes to deregister and is in one of the four categories in Instruction 1 may use this form. The principal purpose of this collection of information is to enable the Commission to determine that a registered investment company has ceased to be an investment company as defined by the Act or is a business development company. The Commission estimates that the burden for completing this form will be approximately 3 hours per filing. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate of this form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C.
w 3507. Responses to this collection of information will not be kept confidential.
TEXT OF THE FORM BEGINS ON THE NEXT PAGE
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: Fidelity Advisor Korea Fund, Inc.
3. Securities and Exchange Commission File No.: 811- 08608
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):
82 Devonshire Street, Boston, MA 02109
6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
Mark Chapleau, FMR Corp. Legal Department, 82 Devonshire Street, Mailzone F9D,
Boston, MA 02109 (617) 563-4533
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]:
Fidelity Management & Research Company, 82 Devonshire Street, Boston, MA 02109
1-800-522-7297
State Street Bank & Trust Company, Two Heritage Drive, Quincy, MA 02171
Boston Equiserve Corporate Stock Transfer Department, 150 Royall Street,
Canton, MA 02021
1-800-426-5523
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):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
Maryland
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:
Investment Manager: Fidelity Management & Research Company - 82 Devonshire
Street, Boston, MA 02109
Investment Advisor: Fidelity International Investment Advisors - Pembroke Hall, 42
Crow Lane, Pembroke, Bermuda
Sub-Adviser: Fidelity Investments Japan Limited - 19th Floor, Shiroyama JT Mori
Building, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan
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:
Baring Securities Inc. - 667 Madison Avenue, 2nd Floor, New York, NY 10021
Donaldson, Lufkin & Jenrette Securities Corporation - 277 Park Avenue, 7th Floor, New
York, NY 10172
Dillon, Read & Co. Inc. - 535 Madison Avenue, 9th Floor, New York, NY 10022
Cowen & Company - 280 Park Avenue West, 31st Floor, New York, NY 10017
Legg Mason Wood Walker, Incorporated - 1 Chase Manhattan Plaza, 50th Floor, New
York, NY 10005
Rauscher Pierce Refsnes, Inc. - 2711 North Haskell, Suite 2400, Dallas, TX 75204
Raymond James & Associates - 270 Park Avenue, New York, NY 10017
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(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: February 10, 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?
[X] Yes [ ] No
If Yes, state the date on which the vote took place: June 14, 2000
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, 2000
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(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 [ ] 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 [X] No
If Yes, describe the method of calculating payments to senior security holders 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 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?
[ ] Yes [ ] No
(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: $102,000.00
(ii) Accounting expenses: $1,000.00
(iii) Other expenses (list and identify separately):
Proxy Solicitation: $14,000.00
Proxy Mailing: $18,000.00
TA Conversion (Equiserve): $3,000.00
TA Conversion (DTC): $170.00
(iv) Total expenses (sum of lines (i)-(iii) above): $138,170.00
(a) How were those expenses allocated?
All expenses were allocated to Fidelity Advisor Korea Fund, Inc.
(b) Who paid those expenses?
Fidelity Advisor Korea Fund, Inc.
(c) How did the fund pay for unamortized expenses (if any)?
FMR paid the unamortized organization expenses of the closed-end fund outstanding as of June 14, 2000.
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
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:
Fidelity Advisor Korea Fund, a series of shares of Fidelity Advisor Series VIII, an open-end investment company
(b) State the Investment Company Act file number of the fund surviving the Merger:
811-03855
(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.: 811-08608
Form Type: DEFA14A
Date: May 31, 2000
(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 Fidelity Advisor Korea Fund, Inc.
(Name of Fund)
(ii) he is the Secretary of Fidelity Advisor Korea Fund, Inc., and (iii) all actions by shareholders,
(Title) (Name of Fund)
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/ Eric D. Roiter
(Signature)
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