August 31, 2010 UNITED STATES002 SECURITIES AND EXCHANGE COMMISSION002 Washington, D.C. 20549002 OMB APPROVAL OMB Number: 3235-0175 Expires: Estimated average burden hours per response. . . . .1.00 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of registration submits the following information: Name: * Address of Principal Business Office (No. & Street, City, State, Zip Code): Telephone Number (including area code): Name and address of agent for service of process: Check Appropriate Box: Registrant is filing a Registration Statement pursuant to Section 8(b) of the Investment Company Act of 1940 concurrently with the filing of Form N-8A: YES [ ]* * NO [ ] 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 control number. Filing of this Form is mandatory. Section 8(a) of the Act and the rules thereunder requireinvestmentcompaniestofileanotificationofregistration. TheinformationcollectedonFormN-8Aispubliclyavailable. The Commission staff uses the information in its regulatory, disclosure review, inspection, and policy making roles. 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 the burden of the Form. The collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. 247 3507. * See footnote 1 to Item 1.** See Instructions 4(b) and 4(f).Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.SEC 1102 (12-01) American LegalNet, Inc. www.FormsWorkFlow.com INSTRUCTIONS FOR FORM N-8A002 Read instructions carefully before preparing the notification of registration. A notification of registration will not be deemed acceptable as the notification of registration filed pursuant to Section 8(a) of the Investment Company Act of 1940 (223Act224) unless it is prepared, executed and filed substantially in accordance with these instructions. 1.003 Rule as to use of form: This form shall be used as the notification of registration filed with the Commission pursuant to Section 8(a) of the Act. 2.003 The registrant: As used in this form the word 223registrant224 means the investment company filing the notification of registration. Each investment company should file a separate notification of registration. For purposes of the Act, unincorporated investment organizations, such as trusts, funds, or any organized groups of persons, are regarded as distinct entities. In such cases it is the trust, the fund or other unincorporated entity which is the 223registrant.224 Each such trust, fund or other unincorporated entity must file an individual notification of registration. This is true even though such entities have been created under and pursuant to the same indenture of trust or contract of custodianship, or have the same corporate trustee, investment adviser, manager, depositor, or distributor of their securities. Attention is further directed to the fact that a trust or other form of organization which issues periodic payment plan certificates and the assets of which are securities issued by an investment company is itself an investment company, and as such must file a notification of registration independent of that of the investment company the securities of which constitute its assets. 3.003 Application of General Rules and Regulations: The general Rules and Regulations under the Act contain certain general requirements which are applicable to registration of any form. These general requirements should be carefully read and observed in the preparation and filing of a notification of registration on this form. Particular attention is directed to Regulation 8B which sets forth general requirements regarding matters such as the kind and size of paper to be used. 4.003 Preparation of form of notification of registration: (a)003 This form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the notification of registration on paper meeting the requirements of Rule 8b-12. The notification of registration shall contain the item numbers and the text of the items. (b)003 If registrant is filing a registration statement as required by Section 8(b) of the Act concurrently with the filing of notification of registration, registrant need furnish only the information requested on the cover page and sign the form to effect registration. Otherwise, every item and subdivision of the form is to be answered fully and accurately. If an item or subdivision is not applicable to the registrant, indicate that fact by giving the answer 223NOT APPLICABLE.224 (c)003 Every item is to be answered as of the date the form is prepared, unless the context clearly indicates the contrary. (d)003 All answers are to be typewritten or printed in ink. The reply should be centered on the page so that a margin will appear on both sides of the reply. (e)003 Names shall be given in full. Initials or abbreviations will not suffice. (f)003 Signature. 2002 American LegalNet, Inc. www.FormsWorkFlow.com An original and three copies of each notification of registration shall be filed. The three copies of the notification of registration may have facsimile or typed signatures. If the registrant is an investment company having a board of directors, the original notification of registration shall be signed on behalf of the registrant by a director, officer or trustee. If the registrant has some other form of organization, such as a trust administered by a corporate trustee, a fund, etc., the original notification of registration shall be signed on behalf of the registrant by an officer or director of its sponsor. If no sponsor exists or is at present functioning with reference to the registrant, the signature may be made on behalf of the registrant by an officer or director of the trustee or custodian. If registrant is concurrently filing a registration statement as required by Section 8(b) under the Act, the signature, which should conform to the appropriate form of signature shown on the final page of this form, may be placed on the cover page. (g) Filing. The notification of registration and all inquiries and communications with respect thereto shall be forwarded to the Securities and Exchange Commission, Washington, D.C. 20549. (h) Fee. There is no fee charged for filing the notification of registration. (i) Specific instructions with respect to Item 5(b) of the notification of registration. The determination of whether or not a company is a 223diversified company224 or a 223non-diversified company224 involves an evaluation of registrant222s portfolio securities in relation to the value of its assets. Attention is directed to the definition of value in Section 2(a)(41) of the Act which provides, in general, that valuations for this purpose are to be taken as of the last preceding fiscal quarter except in respect of securities and other assets acquired since such quarter. The Commission recognizes that registrant, on the date of preparation of the notification of registration, may not be able to determine its classification with accuracy and that an estimate may have to be made. If such an estimate proves to be erroneous, the registrant, as promptly as possible, should file an amendment to its notification of registration stating its correct classification. Registration by an investment company in any classification in no sense constitutes a determination by the Securities and Exchange Commission that registrant is actually entitled to such classification under the Act. Attention is further called to the provisions of Section 13 of the Act to the effect that no