Amendment to Application for Deregistration (n-8f/a)
13 Janeiro 2021 - 6:45PM
Edgar (US Regulatory)
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OMBAPPROVAL
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Number: 3235-0157
Expires:
September 30, 2019
Estimated
average burden hours
per response. . . . . . . .3
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Form
N-8F
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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.
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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-l]:
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(a)
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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”);
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(b)
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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”);
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(c)
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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
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(d)
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The
fund has become a business development company (“Business Development Company”).
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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No
fee is required to submit this form or any amendments.
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6.
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Funds
are reminded of the requirement to timely file a final Form N-SAR with the Commission. See rule 30b1-1 under the Act
[17 CFR 270.30bl-1]; Form N-SAR [17 CFR 274. 101].
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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. § 3507. Responses to this collection of
information will not be kept confidential.
SEC1691
(9-10)
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Potential
persons who are to respond to the collection of Information contained in this form are not required 10 respond unless the
form displays a currently valid OMB control number.
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EXPLANATORY
NOTE
On
November 12, 2020 Millennium Investment & Acquisition Co Inc., a Delaware Corporation, (“the Company”) filed a
Form N-8F (the “Original Report”).
This
Amendment No. 1 to the Original Report (“the amendment”) is being filed for the purpose of correcting the name to
Millennium Investment & Acquisition Co Inc. This Amendment should be read in conjunction with the Original Report. Except
as set forth herein, no modifications have been made to the information contained in the Original Report.
I.
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General
Identifying Information
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1.
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Reason
fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
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[ ]
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Merger
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[ ]
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Liquidation
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[X]
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Abandonment
of Registration
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(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.)
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[ ]
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Election
of status as a Business Development Company
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(Note:
Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end
of the form.)
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2.
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Name
of fund: Millennium Investment & Acquisition Co Inc.
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3.
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Securities
and Exchange Commission File No.: 811- 22156
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4.
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Is
this an initial Form N-8F or an amendment to a previously filed Form N-8F?
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[ ]
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Initial
Application
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[X]
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Amendment
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5.
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Address
of Principal Executive Office (include No. & Street, City, State, Zip Code): 301 Winding Rd. Old Bethpage, NY
11804
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6.
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Name,
address, and telephone number of individual the Commission staff should contact with any questions regarding this form: David
Lesser 301 Winding Rd. Old Bethpage, NY 11804, 917-881-3142
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7.
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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-l, .31a-2]:
David Lesser
Susan Hollander
301
Winding Rd. Old Bethpage, NY 11804
(212) 750 0371
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NOTE:
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Once
de registered, a fund is still required to maintain and preserve the records described in rules 31a-l and 31a-2for the periods
specified in those rules.
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8.
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Classification
of fund (check only one):
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[X]
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Management
company;
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[ ]
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Unit
investment trust; or
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Face-amount
certificate company.
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9.
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Subclassification
if the fund is a management company (check only one):
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[ ]
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Open-end
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[X]
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Closed-end
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10.
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State
law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Delaware
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11.
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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: N/A
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12.
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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: N/A
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13.
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If
the fund is a unit investment trust (“UIT”) provide: N/A
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(a)
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Depositor’s
name(s) and address(es):
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(b)
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Trustee’s
name(s) and address(es):
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14.
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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)?
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[ ]Yes
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[X]
No
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If
Yes, for each UIT state:
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Name(s):
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File No.: 811-_________
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Business Address:
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15.
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(a)
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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
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[ ]
No
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If
Yes, state the date on which the board vote took place: 10/13/20
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If
No, explain:
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(b)
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Did
the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
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[X]
Yes
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No
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If
Yes, state the date on which the shareholder vote took place: 10/13/20
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If No, explain:
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II.
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Distributions
to Shareholders
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16.
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Has
the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
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[ ] Yes
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[ ] No
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(a)
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If Yes, list the date(s) on which the fund made those distributions:
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(b)
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Were the distributions made on the basis of net assets?
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Yes
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No
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(c)
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Were the distributions made pro rata based on share ownership?
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Yes
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No
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(d)
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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:
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(e)
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Liquidations
only:
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Were
any distributions to shareholders made in kind?
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Yes
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No
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If
Yes, indicate the percentage of fund shares owned by affiliates,or any other affiliation of shareholders:
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17.
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Closed-end
funds only:
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Has
the fund issued senior securities?
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[ ] Yes
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No
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If
Yes, describe the method of calculating payments to senior security holders and distributions to other
shareholders:
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18.
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Has
the fund distributed all of its assets to the fund’s shareholders?
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Yes
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No
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If No,
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(a)
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How
many shareholders does the fund have as of the date this form is filed?
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(b)
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Describe
the relationship of each remaining shareholder to the fund:
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19.
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Are
there any shareholders who have not yet received distributions in complete liquidation of their interests?
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Yes
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No
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If
Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
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III.
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Assets
and Liabilities
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20.
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Does
the fund have any assets as of the date this form is filed?
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(See
question 18 above)
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Yes
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No
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If Yes,
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(a)
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Describe
the type and amount of each asset retained by the fund as of the date this form is filed:
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(b)
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Why
has the fund retained the remaining assets?
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(c)
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Will
the remaining assets be invested in securities?
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[ ] Yes
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[ ] No
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21.
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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?
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Yes
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No
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If Yes,
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(a)
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Describe
the type and amount of each debt or other liability:
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(b)
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How
does the fund intend to pay these outstanding debts or other liabilities?
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IV.
INFORMATION ABOUT EVENT(S)
LEADING TO REQUEST FOR
DEREGISTRATION
22.
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(a)
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List
the expenses incurred in connection with the Merger or Liquidation:
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(i)
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Legal
expenses:
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(ii)
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Accounting
expenses:
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(iii)
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Other
expenses (list and identify separately):
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(iv)
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Total
expenses (sum of lines (i)-(iii) above):
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(b)
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How
were those expenses allocated?
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(c)
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Who paid those expenses?
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(d)
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How
did the fund pay for unamortized expenses (if any)?
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23.
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Has
the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
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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:
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V.
CONCLUSION OF FUND BUSINESS
24.
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Is
the fund a party to any litigation or administrative proceeding?
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If
Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
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25.
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Is
the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
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If
Yes, describe the nature and extent of those activities: Investment in operating businesses
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VI.
MERGERS ONLY
26.
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(a)
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State
the name of the fund surviving the Merger:
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(b)
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State
the Investment Company Act file number of the fund surviving the Merger: 811-_________________
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(c)
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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:
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(d)
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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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VERIFICATION
The
undersigned states that (i) he or 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 Millennium Investment & Acquisition Co Inc., (ii) he or she is the CEO
of Millennium Investment & Acquisition Co 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 or her knowledge, information and belief.
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(Signature)
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/s/
David H. Lesser
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