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): | |||
|
| |||
|
x |
Merger | ||
|
|
| ||
|
o |
Liquidation | ||
|
|
| ||
|
o |
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.) | ||
|
|
| ||
|
o |
Election of status as a Business Development Company | ||
|
|
| ||
2. |
Name of fund: Morgan Stanley Asia-Pacific Fund, Inc. | |||
|
| |||
3. |
Securities and Exchange Commission File No.: 811-08388 | |||
|
| |||
4. |
Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? | |||
|
|
|
|
|
|
x |
Initial Application |
o |
Amendment |
|
|
|
|
|
5. |
Address of Principal Executive Office (include No. & Street, City, State, Zip Code): | |||
|
| |||
|
|
Morgan Stanley Asia-Pacific Fund, Inc. | ||
|
|
| ||
6. |
Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: | |||
|
|
| ||
|
|
Princess E. Kludjeson | ||
|
|
| ||
7. |
Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-l and 31a-2 under the Act [17 CFR 270.31a-l, 31a-2]: | |||
|
|
| ||
|
|
NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-l and 3la-2 for the periods specified in those rules. |
|
|
State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (records relating to its function as custodian and sub-administrator to Morgan Stanley Asia-Pacific Fund, Inc.) (617) 537-4748
Computershare Trust Company, N.A. PO Box 505000 Louisville, KY 40233 (records relating to its function as stockholder servicing agent to Morgan Stanley Asia-Pacific Fund, Inc.) (800) 231-2608
Morgan Stanley Investment Management Inc. 522 Fifth Avenue New York, NY 10036 (records relating to its function as investment adviser and administrator to Morgan Stanley Asia-Pacific Fund, Inc.) (800) 869-6397 | ||
|
|
| ||
8. |
Classification of fund (check only one): | |||
|
|
| ||
|
x |
Management company; | ||
|
|
| ||
|
o |
Unit investment trust; or | ||
|
|
| ||
|
o |
Face-amount certificate company. | ||
|
|
| ||
9. |
Subclassification if the fund is a management company (check only one): | |||
|
|
|
|
|
|
o |
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 funds contracts with those advisers have been terminated: | |||
|
|
| ||
|
|
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management Limited 25 Cabot Square, Canary Wharf London, E14 4QA, England
Morgan Stanley Investment Management Company 16-01 Capital Square, Singapore 049481 | ||
|
|
| ||
12. |
Provide the name and address of each principal underwriter of the fund during the last five years, even if the funds contracts with those underwriters have been terminated: | |||
|
|
| ||
|
|
Not applicable |
13. |
If the fund is a unit investment trust (UIT) provide: | |||||
|
|
|
|
| ||
|
|
(a) |
Depositors name(s) and address(es): | |||
|
|
|
| |||
|
|
(b) |
Trustees 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)? | |||||
|
|
| ||||
|
o 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 |
o No | |||
|
|
|
| |||
|
|
If Yes, state the date on which the board vote took place: | ||||
|
|
|
| |||
|
|
December 5, 2018 | ||||
|
|
| ||||
|
|
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 |
o No | |||
|
|
|
| |||
|
|
If Yes, state the date on which the shareholder vote took place: | ||||
|
|
| ||||
|
|
March 8, 2019 | ||||
|
|
| ||||
|
|
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 |
|
o No | |||
|
|
|
| |||
|
(a) |
If Yes, list the date(s) on which the fund made those distributions: April 8, 2019 | ||||
|
|
| ||||
|
(b) |
Were the distributions made on the basis of net assets? | ||||
|
|
| ||||
|
|
x Yes |
o No | |||
|
|
|
| |||
|
(c) |
Were the distributions made pro rata based on share ownership? | ||||
|
|
| ||||
|
|
xYes |
o 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? | |||||
|
|
|
| ||||
|
|
o Yes |
o No | ||||
|
|
|
| ||||
|
|
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: | |||||
|
|
| |||||
17. |
Closed-end funds only: | ||||||
|
| ||||||
|
o 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 funds shareholders? | ||||||
|
| ||||||
|
x Yes |
o 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? | ||||||
|
| ||||||
|
o 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) | ||||||
|
|
| |||||
|
o 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? | |||||
|
|
| |||||
|
(c) |
Will the remaining assets be invested in securities? | |||||
|
|
| |||||
|
|
o Yes |
o 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? | ||
|
| ||
|
o 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: $74,300
(ii) Accounting expenses: $5,000
(iii) Other expenses: $56,500
(A) Typesetting, printing, filing: $7,700
(B) Solicitation, tabulation, mailing and postage: $45,500
(C) Press release: $3,300
(iv) Total expenses (sum of lines (i) - (iii) above): $135,800 | |
|
|
| |
|
(b) |
How were those expenses allocated? | |
|
|
| |
|
|
Not applicable | |
|
|
| |
|
(c) |
Who paid those expenses? | |
|
|
Morgan Stanley Asia-Pacific Fund, Inc.
| |
|
(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? | ||
|
| ||
|
o Yes |
x No | |
|
|
| |
|
If Yes, cite the release numbers of the Commissions 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? | ||
|
| ||
|
o 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? | ||
|
| ||
|
o 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:
Morgan Stanley Institutional Fund, Inc. Emerging Markets Portfolio | |
|
|
| |
|
(b) |
State the Investment Company Act file number of the fund surviving the Merger: | |
|
|
| |
|
|
File number: 811-05624 | |
|
|
| |
|
(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 number: 333-228853 | |
|
|
| |
|
|
Form type: N-14 | |
|
|
| |
|
|
Date of filing: December 17, 2018 | |
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 Morgan Stanley Asia-Pacific Fund, Inc., (ii) he is the Vice President of Morgan Stanley Asia-Pacific 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 application are true to the best of his knowledge, information and belief.
|
Signature: |
|
|
|
/s/ Michael Key |
|
Name: Michael Key |
|
Title: Vice President |