Form N-8F ZAZOVE CONVERTIBLE SECUR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-8F APPLICATION FOR DEREGRISTRATION 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 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: Zazove Convertible Securities Fund, Inc. 3. Securities and Exchange Commission File No.: 811-09189 4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? X Initial Application 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): 520 Lake Cook Road, Suite 178 Deerfield, IL 60015 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Nathan J. Greene , Esq. Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 (212) 839-8600 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]: Zazove Associates, LLC 1001 Tahoe Blvd. Incline Village, NV 89451 (records as investment adviser) UMB Bank, N.A. 928 Grand Blvd. Kansas City, MO 64106 (records as custodian) UMB Fund Services 235 W. Galena Street Milwaukee, WI 53212-3948 (records as Registrar and Transfer Agent) 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. Subclassification 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): 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 fund's contracts with those advisers have been terminated: Zazove Associates, LLC 1001 Tahoe Blvd. Incline Village, NV 89451 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: None. 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 (e.g., an insurance company separate account)? No If Yes, for each UIT state: Not applicable. 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? Yes If Yes, state the date on which the board vote took place: March 24, 2022 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? Yes If Yes, state the date on which the shareholder vote took place: May 18, 2022 If No, explain: II. Distributions to Shareholders 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? Yes (a) If Yes, list the date(s) on which the fund made those distributions: June 30, 2022 (b) Were the distributions made on the basis of net assets? Yes (c) Were the distributions made pro rata based on share ownership? Yes (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: 1:1 exchange ratio calculated [___________]. (e) Liquidations only Were any distributions to shareholders made in kind? 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? No If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: Not Applicable. 18. Has the fund distributed all of its assets to the fund's shareholders? Yes 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? 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? (See question 18 above) No If Yes, NOT APPLICABLE (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? 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? No If Yes, NOT APPLICABLE (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: $154,500 (ii) Accounting expenses: None (iii) Other expenses (list and identify separately): None (iv) Total expenses (sum of lines (i)-(iii) above): $154,500 (b) How were those expenses allocated? $108,500 was paid by the Registrant $46,000 was paid by the successor fund (c) Who paid those expenses? $108,500 was paid by the Registrant $46,000 was paid by the successor fund (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? 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: Not Applicable. V. Conclusion of Fund Business 24. Is the fund a party to any litigation or administrative proceeding? No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: Not applicable. 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? No If Yes, describe the nature and extent of those activities: Not applicable. VI. Mergers Only 26. (a) State the name of the fund surviving the Merger: Zazove Convertible Securities Fund, L.P. (b) State the Investment Company Act file number of the fund surviving the Merger: Not applicable. (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: Definitive Proxy Statement filed April 18, 2022 SEC Accession No. 0001140361-22-014825 (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 has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Zazove Convertible Securities Fund, Inc., (ii) he is the Treasurer and Secretary of Zazove Convertible Securities 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. /s/ Steven M. Kleiman Steven M. Kleiman Secretary and Treasurer
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