07/23/2025 | Press release | Distributed by Public on 07/23/2025 09:06
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 | ||||
| [ ] | Liquidation | ||||
| [x] | 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 11 of this form and complete verification at the end of the form.) | |||||
| 2. | Name of fund. | ||||
| Seventh Automatic Common Exchange Security Trust (the "Trust") | |||||
| 3. | Securities and Exchange Commission File No. | ||||
| 811-08829 | |||||
| 4. | Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? | ||||
| [ ] | Initial Application | [x] | Amendment | ||
| 5. | Address of Principal Executive Office (include No. & Street, City, State Zip Code): | ||||
| 200 West Street | |||||
| New York, NY 10282-2198 | |||||
| 6. | Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: | ||||
| Gregory Rowland | |||||
| 450 Lexington Ave. | |||||
| New York, NY 10017 | |||||
| (212) 450-4930 | |||||
| 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]: | ||||
| Lin Yu, Esq | |
| 200 West Street | |
| New York, NY 10282-2198 | |
| (212) 902-1000 |
| 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. | Sub-classification 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): | ||||
| New York | |||||
| 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: | ||||
| N/A, as the Trust is internally managed | |||||
| 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: | ||||
| Goldman Sachs & Co. LLC | |||||
| 200 West Street | |||||
| New York, NY 10282-2198 | |||||
| 13. | If the fund is a unit investment trust ("UIT") provide: | ||||
| (a) | Depositors' name(s) and address(es:) | ||||
| Not Applicable. | |||||
| (b) | Directors' 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, file no. and 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: June 27, 2024 | |||||||||||||
| If No, explain: Not applicable. | |||||||||||||
| (b) | Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? | ||||||||||||
| [_] | Yes | [x] | No | ||||||||||
| If Yes, state the date on which the shareholder vote took place: Not applicable. | |||||||||||||
| If No, explain: Interests in the Trust have never been sold and the Trust never commenced operations. As such, no shareholder approval is required. | |||||||||||||
|
II. Distributions to Shareholders |
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| 16. | Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? | ||||||||||||
| [ ] | Yes | [ ] | No | ||||||||||
| (a) | If Yes, list the date(s) on which the fund made those distributions: | ||||||||||||
| (b) | Were the distributions made on the basis of net assets? | ||||||||||||
| [ ] | Yes | [_] | No | ||||||||||
| (c) | Were the distributions made pro rata based on share ownership? | ||||||||||||
| [ ] | 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: | ||||||||||||
| There are no assets held in the Trust and no shareholders of the Trust. | |||||||||||||
| (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 | [ ] | 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 | [_] | No | ||||||||||
| If No, | |||||||||||||
| (a) | How many shareholders does the fund have as of the date of this form 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 interest? | ||||||||||||
| [_] | Yes | [ ] | No | ||||||||||
| If Yes, describe briefly the plans (if any) for disturbing to, or preserving the interest of, those shareholders. There are no assets held in the Trust and no shareholders of the Trust. | |||||||||||||
| III. Assets and Liabilities | |||||||||||||
| 20. | Does the fund have any assets as of the date this form is filed? | ||||||||||||
| [_] | 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: | ||||||||||||
| Not Applicable. | |||||||||||||
| (b) | Why has the fund retained the remaining assets? | ||||||||||||
| Not Applicable. | |||||||||||||
| (c) | Will the remaining assets be invested in securities? | ||||||||||||
| Not Applicable. | |||||||||||||
| 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 | [ ] | No | ||||||||||
| If yes, | |||||||||||||
| (a) | Describe the type and amount of each debt or other liability: | ||||||||||||
| Not Applicable. | |||||||||||||
| (b) | How does the fund intend to pay these outstanding debts or other liabilities? | ||||||||||||
| Not Applicable. | |||||||||||||
| 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: | ||||||||||||
| (ii) | Accounting expenses: | ||||||||||||
| (iii) | Other expenses (list and identify separately): | ||||||||||||
| (iv) | Total expenses (sum of lines (i) - (iii) above): | ||||||||||||
| (b) | How were those expenses allocated? | ||||||||||||
| (c) | Who paid those expenses? | ||||||||||||
| (d) | How did the fund pay for unauthorized expenses (if any)? | ||||||||||||
| 23. | Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidaton? | ||||||||||||
| [_] | Yes | [ ] | No | ||||||||||
| If Yes, cite the release number 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: Applicant has never made a public offering of its securities and does not propose to make a public offering or engage in business of any kind. |
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| 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. | ||||||||||||
| (c) | If the merger or reorganization agreement has been filed with the Commission, state the file number(s) 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) 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 the Seventh Automatic Common Exchange Security Trust; (ii) he or she is the Trustee of the Trust; 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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/s/ Jonathan Armstrong |
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Jonathan Armstrong Trustee of Seventh Automatic Common Exchange Security Trust July 23, 2025 |