yacktman_n8fa.htm

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:

[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:

Yacktman Fund, Inc. (the only series of Applicant at the time of the Merger were The Yacktman Fund and The Yacktman Focused Fund)

3. Securities and Exchange Commission File No.:

811-06628

4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

[ ] Initial Application [X] Amendment

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5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

6300 Bridgepoint Parkway

Building One, Suite 320

Austin, TX 78730

6. Name, address and telephone number of the individual the Commission staff should contact with any questions regarding this form:

Donald A. Yacktman

Yacktman Asset Management Co.

6300 Bridgepoint Parkway, Building One, Suite 320

Austin, TX 78730

Tel: (512) 767-6700

Richard L. Teigen

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Tel: (414) 297-5660

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:

The records held in accordance with rules 31a-1 and 31a-2 are kept by the Applicant and its Investment Adviser:

Donald A. Yacktman

Yacktman Asset Management Co.

6300 Bridgepoint Parkway, Building One, Suite 320

Austin, TX 78730

Tel: (512) 767-6700

8. Classification of fund:

[X] Management Company

[ ] Unit investment trust

[ ] Face-amount certificate company

9. Subclassification if the fund is a management company:

[X] Open-end [ ] Closed-end

10. State law under which the fund was organized or formed:

Maryland

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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:

Donald A. Yacktman

Yacktman Asset Management Co.

6300 Bridgepoint Parkway, Building One, Suite 320

Austin, TX 78730

Tel: (512) 767-6700

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:

Rafferty Capital Markets, LLC

59 Hilton Avenue

Garden City, NY 11530

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?

[ ] 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:

April 4, 2012

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 26, 2012

If No, explain:

Not Applicable

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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 29, 2012

(b) Were the distributions made on the basis of net assets?

[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:

The exchange ratio was one for one.

(e) Liquidations only:

Not Applicable

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:

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

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If No,

(a) How many shareholders does the fund have as of the date this form is filed?

Not Applicable.

(b) Describe the relationship of each remaining shareholder to the fund:

Not Applicable.

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:

Not Applicable.

III. ASSETS AND LIABILITIES

20. Does the fund have any assets as of the date this form is filed?

[ ] Yes [X] No

If Yes,

Describe the type and amount of each asset retained by the fund as of the date this form is filed:

Not Applicable.

(a) Why has the fund retained the remaining assets?

(b) 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:

Not Applicable.

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. (a) List the expenses incurred in connection with the Merger or Liquidation:

(i) Legal expenses: $431,510

(ii) Accounting expenses: $3,000

(iii) Other expenses (list and identify separately):

Printing Costs	$ 174,884
Mailing Costs	1,230,384
Proxy Solicitation Related Costs	1,049,774

(iv) Total expenses (sum of lines (i) - (iii) above): $2,889,552

(b) How were those expenses allocated?

All of these expenses were allocated equally to Applicant’s investment adviser, Yacktman Asset Management Co., and Managers Investment Group LLC, the investment adviser to the surviving funds.

All of these expenses have been paid by Applicant’s investment adviser, Yacktman Asset Management Co., and Managers Investment Group LLC, the investment adviser to the surviving funds.

(d) How did the fund pay for unamortized expenses (if any)?

Applicant had 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

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:

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VI. MERGERS ONLY

26. (a) State the name of the fund surviving the Merger:

Yacktman Fund, a series of Managers AMG Funds, is the surviving fund with respect to The Yacktman Fund and Yacktman Focused Fund, a series of Managers AMG Fund, is the surviving fund with respect to The Yacktman Focused Fund.

(b) State the Investment Company Act file number of the fund surviving the Merger: Managers AMG Funds, 811-09521

(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 Nos. 811-09521 and 333-180831 , Form N-14, April 19, 2012

(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.

Not Applicable.

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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 Yacktman Fund, Inc.

(ii) He is a Vice President of Yacktman Fund, Inc .

(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.

YACKTMAN FUND, INC.

By: /s/ Kent Arnett

Kent Arnett

Vice President

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