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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 1 above):
[ ] Merger
[x] 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: The Foreign & Colonial Emerging Middle East Fund, Inc.
3. Securities and Exchange Commission File No.: 811-08678
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):
The Foreign & Colonial Emerging Middle East Fund, Inc.
c/o Mitchell Hutchins Asset Management Inc.
51 West 52nd Street
New York, NY 10019
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6. Name, address and telephone number of individual the Commission
staff should contact with any questions regarding this form:
Sarah E. Cogan, Esq.
Simpson Thacher & Bartlett
425 Lexington Ave.
New York, NY 10017
(212) 455-3575
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]:
Mitchell Hutchins Asset Management Inc.
51 West 52nd Street
New York, NY 10019
(212) 882-5000
Foreign & Colonial Emerging Markets Limited
Exchange House, 8th Floor
Primrose Street
London
England EC2A 2NY
(011-44) 207-628-8000
State Street Bank & Trust Company
1776 Heritage Drive
North Quincy, MA 02171
(617) 985-5389
With respect to stock ownership and stock transfer records:
Boston Equiserve
150 Royall Street
Mail Stop 450262
Canton, MA 02021
(781) 575-4030
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.
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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:
Foreign & Colonial Emerging Markets Limited
Exchange House 8th Floor
Primrose Street
London
England EC2A 2NY
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:
Not Applicable
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
Not Applicable
(b) Trustee's name(s) and address(es):
Not Applicable
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?
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[x] Yes [ ] No
If Yes, state the date on which the board vote took place: March 27, 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 shareholder vote took place:
June 12, 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: 9/25/00 and 12/28/00
(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 [x] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
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17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [x] 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 [x] No
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
None. Please refer to (b) and Items 19 and 21 below.
(b) Describe the relationship of each remaining shareholder to the
fund:
Pursuant to the Fund's Plan of Liquidation and Dissolution, the
final liquidation distribution was deemed to include an uncertificated
right of each stockholder to its pro rata portion of any reserves for
contingencies remaining after the Fund's payment and discharge of all
liabilities and obligations, including contingent liabilities.
19. Are there any shareholders who have not yet received distributions
in complete liquidation of their interests?
[x] Yes [ ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
Pursuant to the Fund's Plan of Liquidation and Dissolution, the
Fund has distributed substantially all of its assets to its stockholders
and retained a reserve to cover current and anticipated liabilities and
expenses incurred in connection with its liquidation and dissolution as
well as to cover contingent liabilities. By operation of Maryland law,
upon the Fund's filing of its Articles of Dissolution with the State
Department of Assessment and Taxation of the State of Maryland, the
Fund's remaining assets will be held in the name of "The Foreign &
Colonial Emerging Middle East Fund, Inc." in trust for the benefit of the
Fund's creditors and stockholders, with the Fund's remaining directors
acting as trustees. Pursuant to notice contained in the Plan of
Liquidation and Dissolution which was mailed to all stockholders, a
record date of June 26, 2000 (the "Record Date") was set and the
proportionate interests of the stockholders fixed on the basis of their
holdings. In accordance with Maryland law, any assets still remaining in
the Fund will be held for remaining creditors and stockholders for a
period of three years after the Record Date, after which time all such
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assets will (i) be distributed to stockholders, or (ii) escheat to the
State of Maryland, which will forever bar and foreclose any future claims
on the assets of the Fund.
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[x] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
The Fund has retained as reserves for paying expenses $163,115, all
of which is in cash.
(b) Why has the fund retained the remaining assets?
The Fund has retained these assets to cover current and anticipated
liabilities and expenses in connection with its liquidation and
dissolution as well as to cover any contingent liabilities.
(c) Will the remaining assets be invested in securities?
[ ] Yes [x] 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?
[x] Yes [ ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
As of December 31, 2000, the Fund had the following
outstanding liabilities:
Insurance Fees . . . . . . . . . . . . . . . . . . . . . $30,000
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . $29,120
Printing Expenses . . . . . . . . . . . . . . . . . . . . $4,000
Transfer Agent's Fees and Expenses . . . . . . . . . . . $2,546
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . $29,000
Custodian's Fees and Expenses . . . . . . . . . . . . . . $530
Miscellaneous Expenses . . . . . . . . . . . . . . . . . $532
Total $95,728
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(b) How does the fund intend to pay these outstanding debts
or other liabilities?
The Fund has set aside a reserve fund for any liabilities and
obligations, including, without limitation, contingent liabilities.
Please also see the Fund's response to question 20(b).
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: $50,000
(ii) Accounting expenses: $10,380
(iii) Other expenses (list and identify separately):
Proxy Solicitation . . . . . . . . . . $14,905
Printing . . . . . . . . . . . . . . . $5,304
Transfer Agent's Fees and Expenses . . $10,000
Administration Fees . . . . . . . . . . $15,000
Insurance Fees . . . . . . . . . . . . $30,000
Directors' Fees and Expenses . . . . . $3,800
Issuance of Press Releases . . . . . . $2,625
Total $81,634
(iv) Total expenses (sum of lines (i)-(iii) above):
$142,014
(b) How were those expenses allocated?
The Fund's expenses were deducted from the Fund's net
assets and were accordingly allocated on a pro rata
basis.
(c) Who paid those expenses?
The expenses were paid by the Fund.
(d) How did the fund pay for unamortized expenses (if any)?
Not applicable
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [x] No
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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:
(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) she has executed this
Form N-8F application for an order under section 8(f) of the Investment
Company Act of 1940 on behalf of The Foreign & Colonial Emerging Middle
East Fund, Inc., (ii) she is the President of The Foreign & Colonial
Emerging Middle East 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
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application are true to the best of her knowledge, information and
belief.
(Signature)
/s/ Karen J. Clarke
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Karen J. Clarke, President
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