Form 40-8F-2 Files Dataset

The Form 40-8F-2 Files dataset is a complete archive of long-form Section 8(f) deregistration applications filed by registered investment companies on EDGAR. Each record corresponds to one EDGAR submission of Form 40-8F-2 — the initial application for an order under Section 8(f) of the Investment Company Act of 1940 declaring that a registered investment company has ceased to be an investment company — or its amendment Form 40-8F-2/A. The applicant is the registered investment company itself (open-end and closed-end funds, unit investment trusts, business development companies, and other 1940 Act registrants), and the application is filed once in the registrant's lifecycle, typically after liquidation, merger, or another event that ends investment company operations. Coverage begins with the earliest accepted EDGAR submissions of the form on 1999-09-01 and runs through the present, with monthly refreshes. The dataset is distributed as monthly ZIP containers carrying TXT, JSON, and HTML files; each accession folder bundles a metadata.json descriptor with the original non-image documents the filer submitted.

Dataset APIs

Dataset Files

What This Dataset Contains

A single record in the Form 40-8F-2 Files dataset corresponds to one EDGAR submission of Form 40-8F-2 or its amendment Form 40-8F-2/A. Physically, the record is one accession-number folder inside a monthly ZIP container, named with the 18-digit accession number stripped of its dashes (for example 000089706926000253). That folder bundles a metadata.json describing the EDGAR submission together with the original documents the filer submitted — the primary application document and any text-based exhibits — minus image binaries, which the publisher omits. There is exactly one record per accession, and an amendment (40-8F-2/A) is a distinct record under its own accession number rather than a revision of the original 40-8F-2.

Form 40-8F-2 is an initial application for an order under Section 8(f) of the Investment Company Act of 1940 declaring that a registered investment company has ceased to be an investment company. It is filed pursuant to Rule 0-2 under the Act, which prescribes the verification, authorization, and procedural requirements common to applications for Commission orders. The form is used after the registrant has wound down its investment activities — typically through liquidation, merger into another fund, conversion to an operating company, or an acquisition that converts the entity into a wholly-owned subsidiary — and seeks Commission action to terminate the registrant's status under the Act. Form 40-8F-2/A is a follow-on amendment of an earlier 40-8F-2, used to supplement, correct, or update the original application in response to staff comments or changed facts.

The filing is not a structured form with numbered Items in the EDGAR sense. It is a free-form legal application drafted by counsel, with a conventional structure built up over decades of practice and the requirements of Rule 0-2. Its character is narrative and quasi-judicial: the applicant pleads facts, applies them to specific statutory tests, and asks for a Commission order. The dataset has been accumulating since EDGAR began accepting Form 40-8F-2 in September 1999, and is delivered as monthly ZIP containers holding TXT, JSON, and HTML files.

Content Structure of a Single Record

A record contains three concentric layers:

1. Container metadata — metadata.json, the dataset's canonical descriptor of the EDGAR submission.
2. EDGAR document envelope — the SGML <DOCUMENT> wrapper that surrounds each document filed with EDGAR. Primary documents shipped as .htm/.html carry a leading wrapper with <TYPE>, <SEQUENCE>, <FILENAME>, and <TEXT> tags before the HTML body. When the full-submission .txt is present, it concatenates every <DOCUMENT> block (form plus exhibits) under one EDGAR envelope.
3. Application body and exhibits — the application itself, with its caption block, roman-numeral sections I–VII, signature block, Index to Exhibits, and the Rule 0-2 Exhibit A and Exhibit B.

metadata.json fields

metadata.json is always present and is the reliable entry point into the record. Its fields are:

• formType — "40-8F-2" or "40-8F-2/A".
• accessionNo — canonical hyphenated accession number (e.g. 0000897069-26-000253); the on-disk folder name is the same value with dashes removed.
• filedAt — ISO-8601 timestamp with timezone offset for the EDGAR acceptance time.
• description — the human-readable EDGAR form description (e.g. "Form 40-8F-2 - Application for deregistration [Rule O-2]").
• linkToFilingDetails, linkToHtml, linkToTxt, linkToXbrl — absolute sec.gov URLs to, respectively, the primary document, the EDGAR -index.htm page, the full-submission SGML text file, and the XBRL package. linkToXbrl is empty for this form because 40-8F-2 carries no XBRL data.
• documentFormatFiles — an array of objects, one per file in the original EDGAR submission. Each entry has sequence (string, occasionally a single space for the SGML wrapper), size (string byte count), documentUrl (absolute sec.gov URL), type (the EDGAR document-type code, e.g. "40-8F-2", "GRAPHIC"), and an optional description. The reliable way to identify the primary application document on disk is to scan this array for the entry whose type equals the record's formType.
• entities — an array of filer/subject entities. The structured per-entity keys are companyName, cik, type (the entity's relationship to the filing), act (typically "40" for the Investment Company Act of 1940), fileNo (the 811- file number assigned at registration), filmNo, irsNo, fiscalYearEnd (MMDD), stateOfIncorporation, and tickers.
• seriesAndClassesContractsInformation — an array reserved for series-and-class identifiers when the applicant is a multi-series fund; empty when the applicant is a single corporate registrant.
• dataFiles — an array reserved for structured data files; empty for 40-8F-2 because no XBRL or financial-report data is filed.
• id — an opaque internal identifier.

EDGAR document envelope

The primary HTML document on disk is not pure HTML. It begins with an SGML wrapper of the form

          1
          <DOCUMENT>
        

          2
          <TYPE>40-8F-2
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>408f2.htm
        

          5
          <TEXT>
        

          6
          <html>...</html>
        

          7
          </TEXT>
        

          8
          </DOCUMENT>
        

When the full-submission .txt file is included, it is the EDGAR-accepted concatenation of every <DOCUMENT> block in submission order, each tagged with its own <TYPE> (e.g. 40-8F-2, EX-99, GRAPHIC) and <SEQUENCE>. This wrapper is the natural extraction boundary for separating the application body from any exhibits packaged in the same physical file.

Section-by-section structure of the application body

Inside the HTML body, Form 40-8F-2 applications follow a conventional structure built around bold roman-numeral headings. The order, content, and informational role of each section are as follows.

• Caption block. A header table modeled on a court caption: the SEC heading "UNITED STATES SECURITIES AND EXCHANGE COMMISSION / WASHINGTON, D.C. 20549", the salutation "In the Matter of <Applicant>", the assigned Investment Company Act file number (the 811- number tying the application to the registrant's original Form N-8A registration), and the addresses of the applicant and its outside counsel for service of notices and orders.

• I. NATURE OF RELIEF SOUGHT BY APPLICANT. A short legal recital identifying the applicant, citing Section 8(f) of the Investment Company Act and Rule 0-2, and stating that the applicant requests an order declaring that it has ceased to be an investment company.

• II. BACKGROUND. The applicant's corporate and registration history under the Act: state and date of incorporation, original Form N-8A filing date, the dates and form numbers of registration statements under the Securities Act of 1933 and the Investment Company Act of 1940, and the prior business operated as a registered investment company (often a closed-end fund, business development company, or open-end fund).

• III. ACTION REGARDING DEREGISTRATION. The factual heart of the application, divided into sub-sections that map onto the Commission's analytical framework for whether the applicant is no longer an investment company. The conventional sub-sections are:

  • A. Historical Development — the chronology of the transaction or sequence of events that ended investment company operations, such as a plan of liquidation, an in-kind distribution, a merger agreement, an acquisition, or a deregistration vote of shareholders.
  • B. Public Representations of Policy — disclosures made to shareholders and the public about the change in business, including proxy statements, press releases, and prospectus supplements.
  • C. Activities of Directors, Officers, and Employees — a description of how the applicant's governance and personnel have been redirected away from investment company activities.
  • D. Present Assets — a current statement of the applicant's assets, demonstrating that securities holdings no longer dominate the balance sheet, often with a balance-sheet snapshot or asset list.
  • E. Present Income — a parallel statement of the sources and composition of income, demonstrating that investment income no longer predominates.

• IV. FEDERAL TAX CONSIDERATIONS. Analysis of the applicant's federal income tax classification, including, where relevant, regulated investment company (RIC) status under Subchapter M, personal holding company (PHC) analysis under Sections 541–547 of the Internal Revenue Code, and any tax consequences of the wind-up or transaction.

• V. APPLICABLE STATUTORY PROVISIONS. The legal argument, applying the facts of Section III to the statutory tests in Section 3(a)(1) of the Investment Company Act — most commonly Section 3(a)(1)(A) (whether the applicant holds itself out as primarily engaged in investing in securities) and Section 3(a)(1)(C) (the 40 percent investment-securities test) — and to Rule 3a-1 (the safe harbor based on asset and income composition).

• VI. HARDSHIP FOR CONTINUED COMPLIANCE. The applicant's argument that continued registration and the resulting compliance obligations under the Act would impose unwarranted burden given the cessation of investment company activities.

• VII. CONCLUSION. A short prayer-for-relief paragraph repeating the request for a Section 8(f) order.

• Signature block. Manuscript-style signature line for the executing officer, with printed name, title, and date.

• INDEX TO EXHIBITS. A short table or list cross-referencing the exhibits attached to the application, by letter and title.

• Exhibit A — AUTHORIZATION. A Secretary's Certificate certifying the resolution of the applicant's Board of Directors authorizing the officers to prepare, execute, and file the application. This exhibit satisfies the authorization requirement of Rule 0-2(c) under the Act.

• Exhibit B — VERIFICATION. A sworn verification, signed by the officer who executed the application, attesting under oath that the contents of the application are true to the best of the affiant's knowledge, information, and belief. This exhibit satisfies the verification requirement of Rule 0-2(d).

The HTML is generally rendered for paginated print: inline CSS, page-break-after: always; rules, manual page numbers in named divs, and table-based caption blocks. Filings prepared by service providers such as Broadridge PROfile bear identifying generator comments at the top of the HTML.

Included content

The dataset record includes:

• The metadata.json description of the EDGAR submission.
• The primary 40-8F-2 application document as filed (HTML body plus its SGML <DOCUMENT> wrapper).
• Text-based exhibits accompanying the application, including the Rule 0-2 Exhibit A authorization and Exhibit B verification, and any supplementary exhibits such as legal opinions, plans of liquidation, merger agreements, or shareholder communication packages when those were submitted as text-based documents.
• When present in the original submission, the EDGAR full-submission .txt file containing the concatenated SGML envelope.

The primary form-document filename is not standardized across filers — 408f2.htm is one common convention, but agent- and counsel-specific names appear elsewhere — so resolution to the form document goes through documentFormatFiles matched on type.

Excluded or separate content

Image files referenced in the original submission are intentionally excluded from the ZIP. Entries of EDGAR document type GRAPHIC (and equivalents such as .jpg, .gif, .png) remain enumerated in documentFormatFiles with their original documentUrl on sec.gov, but the binary files themselves are not packaged. Any non-text exhibit shipped only as an image (for example, scanned signatures or scanned board resolutions) is visible in the metadata but absent on disk; the canonical copy remains retrievable from EDGAR via the URLs preserved in the metadata. The Section 8(f) order itself, when the Commission grants it, is a separate Commission action published in the Investment Company Act release series and is not part of the applicant's filing.

Changes in required content and structure over time

Form 40-8F-2 has been accepted on EDGAR since September 1999, and the substantive content requirements have remained anchored to the same statutory and regulatory framework throughout: Section 8(f) of the Investment Company Act, the Section 3(a)(1) tests, Rule 3a-1, and the verification and authorization requirements of Rule 0-2(c) and 0-2(d). As a result, the conventional roman-numeral application structure — nature of relief, background, action regarding deregistration, federal tax considerations, applicable statutory provisions, hardship, conclusion, signature, Exhibit A authorization, Exhibit B verification — has been stable across the lifetime of the EDGAR record.

What has shifted over time is more presentational than substantive. The Commission's broader reorganization of deregistration vehicles — most visibly the expansion of Form N-8F as the streamlined channel for many fund deregistrations — narrowed 40-8F-2 to applicants that do not qualify for the streamlined process, and the dataset's modest volume reflects that. Within the form, individual applications vary in how they handle the sub-sections of Section III; some filers expand on shareholder communication or insert additional sub-sections for specific transactions (for example, an in-kind redemption schedule or a merger consideration table), but the section ordering and the underlying Rule 0-2 exhibit pair have remained constant.

Changes in data format over time

Because Form 40-8F-2 acceptance on EDGAR began in September 1999, the form skipped the earliest ASCII-only era that characterizes pre-1996 filings. Older records in the dataset are predominantly plain-text submissions distributed inside the EDGAR full-submission SGML envelope, with the application body and Rule 0-2 exhibits delivered as <TYPE>40-8F-2 and exhibit <DOCUMENT> blocks of plain text. Over the 2000s, filers transitioned to HTML-bodied submissions while retaining the SGML <DOCUMENT> wrapper, and modern filings consist of one or more .htm/.html documents — generated by professional filing agents with inline CSS for paginated rendering — sitting inside that wrapper. The form has never carried XBRL data; linkToXbrl is empty and dataFiles is empty for every record, and there is no inline XBRL embedding in the HTML.

The packaging in the dataset itself is uniform regardless of era: every record is a folder named by the digits-only accession number containing metadata.json plus the non-image documents from the original submission. The file-types found in the dataset are TXT, JSON, and HTML; the JSON is the dataset's metadata.json, the HTML is the modern application body and exhibits, and the TXT is either the EDGAR full-submission SGML wrapper or, in older records, the plain-text application or exhibit content carried inside that wrapper.

Interpretation notes

• An amendment (40-8F-2/A) does not overwrite the underlying 40-8F-2; it is a separate accession with its own folder and its own metadata.json. Tracing a complete deregistration application requires linking accessions by registrant CIK and 811- file number.
• The 811- file number in entities[].fileNo is the durable Investment Company Act registration identifier and the most reliable cross-reference between a 40-8F-2 application and the registrant's earlier Form N-8A registration, registration statements on Form N-1A, Form N-2, or Form N-14, and any related filings.
• documentFormatFiles is the only authoritative listing of what was originally submitted. Because images are excluded from the ZIP but remain enumerated there, treating the on-disk file set as the complete submission will undercount; the metadata array is the reference.
• Exhibit A and Exhibit B are dictated by Rule 0-2 and are effectively always present; their absence from a record's documents would be a strong signal of either a defective filing or content shipped as an image-only attachment that the dataset does not include.
• The HTML is laid out for paper-style pagination, with manual page numbers and page-break CSS. Machine extraction of clean section text typically requires stripping these print-layout artifacts and segmenting on the bold roman-numeral headings ("I.", "II.", … "VII.", "Exhibit A", "Exhibit B") as section anchors.
• seriesAndClassesContractsInformation is meaningful when the applicant is a multi-series fund deregistering one or more series; for single-entity corporate applicants it is empty by design rather than missing.
• Section III sub-section labeling (A through E) is conventional rather than mandated, and individual filings occasionally collapse, expand, or rename sub-sections to fit the facts of the specific deregistration transaction; the topical coverage (history, public representations, governance/personnel, assets, income) is more stable than the exact sub-section labels.

Who Files Form 40-8F-2 and When

Who files

The filer is the registered investment company itself, applying to the SEC for an order under Section 8(f) of the Investment Company Act of 1940 declaring that it has ceased to be an investment company. Until that order is issued, the applicant remains a registrant and remains subject to 1940 Act reporting obligations.

Eligible applicants span the principal 1940 Act registrant categories:

• Open-end management investment companies (mutual funds), including individual series of a series trust that have been wound down or merged out of existence.
• Closed-end management investment companies, listed or unlisted, that have liquidated or been acquired.
• Unit investment trusts that have collapsed and distributed proceeds.
• Business development companies that have ceased investment company operations through liquidation, merger, or election withdrawal coupled with a wind-down.
• Other 1940 Act registrants that no longer meet the statutory definition of an investment company under Section 3(a) and that cannot use the streamlined Form N-8F path.

The application is filed in the name of the registrant. Officers, trustees, directors, or general partners typically execute the verification required by Rule 0-2, and outside counsel commonly prepare the application and supporting legal opinions, but the registrant is the filer of record. Investment advisers, principal underwriters, sponsors, and depositors are not the filer, even when those affiliates drive the wind-down decision.

When the record is created

Form 40-8F-2 is event-driven, not periodic. It is filed once in the registrant's lifecycle, when the applicant can credibly represent that it has ceased to operate as an investment company. Typical triggers:

• Complete liquidation of the portfolio and distribution of net proceeds to security holders.
• Merger or reorganization into another fund (usually another registered investment company), with the disappearing entity ceasing to exist as a separate registrant.
• Redemption of all outstanding shares or units, including the natural termination of a UIT.
• Conversion to an operating company or other transfer of all assets such that the entity no longer meets the Section 3(a) definition.
• Non-routine fact patterns that disqualify the applicant from Form N-8F, such as unresolved liabilities, contingent assets, abandoned property, unlocated security holders beyond what N-8F contemplates, ongoing litigation, or partial distributions requiring individualized Commission relief.

The application is normally submitted after the operative liquidating, merging, or terminating transactions have occurred, so the filing can represent that holders have been paid or assets have been transferred. Procedural requirements (verification, authorizing resolutions, exhibits, legal opinions) follow Rule 0-2.

Form 40-8F-2/A entries are amendments to a previously filed application. They are typically filed in response to Division of Investment Management staff comments, to add post-filing developments (such as the completion of a final distribution), to correct or supplement factual representations, to update the verification, or to reflect a name or successor change before the SEC issues the requested order. Each amendment is a separate EDGAR submission with its own accession number.

The dataset captures EDGAR submissions from September 1999 through the present.

Important distinctions

• The dataset captures applications, not orders. The Commission's responsive order under Section 8(f) is issued separately as a Commission release and is not part of the Form 40-8F-2 submission.
• Form N-8F is the streamlined deregistration application for routine fact patterns (ordinary liquidations, fund-into-fund mergers, UIT terminations). In current practice, Form 40-8F-2 is largely reserved for non-routine deregistrations that do not fit the N-8F template.
• Entities that were never registered under the 1940 Act (private funds relying on Section 3(c)(1) or Section 3(c)(7), foreign funds, operating companies) do not appear in this dataset because they have nothing to deregister.
• A BDC that withdraws its Section 54 election but continues as a non-investment-company operating business typically files Form N-54C, not Form 40-8F-2.
• Termination of Securities Exchange Act of 1934 reporting (Form 15) and withdrawal of a Securities Act of 1933 registration statement (Form RW) are separate regimes. Closed-end funds and BDCs may need to file those instruments in parallel; only the 1940 Act deregistration application appears here.
• For a series trust, the legal registrant is the trust, but the application typically addresses the specific series being terminated while the trust continues to file for any remaining series.

How This Dataset Differs From Similar Datasets or Filings

Form 40-8F-2 is the long-form application a registered investment company files to obtain a Commission order, under Section 8(f) of the Investment Company Act of 1940, declaring that it has ceased to be an investment company. Several adjacent filings address related but distinct events: short-form Section 8(f) applications, legacy 40-8F variants, Exchange Act deregistration, withdrawal of pending registration statements, BDC election withdrawal, final periodic reports, and the Commission's responsive orders.

Form N-8F (short-form Section 8(f) application)

Form N-8F is the modern short-form application for Section 8(f) deregistration, available to funds whose facts fit a defined safe harbor — typically a merger into another registered fund, a complete liquidation, or abandonment of registration with no remaining securityholders. It seeks the same statutory relief as Form 40-8F-2 but uses a structured fill-in format rather than a narrative application. Funds that fall outside the N-8F safe harbor must still file a long-form application on Form 40-8F-2. A complete view of Section 8(f) deregistration activity in the post-N-8F era requires both datasets.

Form 40-8F-A and Form 40-8F-B (legacy variants)

Forms 40-8F-A and 40-8F-B were earlier Section 8(f) application variants used for narrower procedural paths (notably summary treatment for funds that had already distributed or transferred assets). They preceded the current N-8F short-form regime and have largely fallen out of use. The 40-8F-2 dataset captures only Form 40-8F-2 and 40-8F-2/A submissions; a full historical population of Section 8(f) applications would also pull the -A and -B legacy codes from EDGAR.

Form 15 and Form 15-15D (Exchange Act deregistration)

Form 15 and its variants (Form 15-12B, Form 15-12G, Form 15-15D) terminate or suspend registration of a class of securities and the issuer's reporting obligations under Sections 12(g), 12(h), or Rule 12h-3 of the Securities Exchange Act of 1934. This is a different statutory regime: Form 15 ends Exchange Act registration of securities, while Form 40-8F-2 ends Investment Company Act status of the entity. Form 15 is a self-effecting notice and produces no Commission order; it does not address investment company status. The two can be filed by the same registrant in parallel during a wind-down but answer different questions and are reviewed under different rules.

Form RW (withdrawal of registration statement)

Form RW withdraws a pending registration statement (e.g., S-1, N-1A, N-2) under the Securities Act of 1933 before effectiveness. The overlap with 40-8F-2 is superficial — both involve a step away from registered status. The distinction is regime and timing: Form RW concerns an unconsummated 1933 Act filing, while Form 40-8F-2 concerns an already-registered investment company seeking to exit ICA status after operations have wound down.

Form N-54C (BDC withdrawal of election)

Form N-54C is the notice a business development company files to withdraw its election under Section 54 of the Investment Company Act. It is the closest functional cousin to Form 40-8F-2, but the legal mechanism differs: BDC status is elected and can be ended by notice, whereas a non-BDC registered investment company cannot exit ICA status by notice and must obtain a Section 8(f) order via a long-form (40-8F-2) or short-form (N-8F) application. Tracking the full universe of fund exits requires both datasets.

Form N-CEN (annual census report)

Form N-CEN is the structured annual census report filed by registered investment companies under Rule 30a-1. It is not a deregistration filing, but a final N-CEN covering a partial fiscal year often immediately precedes a Section 8(f) application. The relationship is sequential, not substitutive: N-CEN is tabular periodic operating disclosure; 40-8F-2 is a narrative legal application for a specific Commission order. Pairing the two helps reconstruct wind-down timelines.

The Commission's responsive order

A Form 40-8F-2 application is followed by a notice of application and, absent a hearing request, an order declaring the applicant has ceased to be an investment company. These notices and orders are published as separate Investment Company Act releases, not as documents inside the 40-8F-2 submission, and are not part of this dataset. Confirming whether and when an application produced an order requires cross-referencing the SEC's release archive or the relevant ICA release number; the application alone does not establish that deregistration was granted.

Boundary summary

Form 40-8F-2 is narrowly defined: long-form Section 8(f) applications by non-BDC registered investment companies seeking a Commission order ending ICA status. It is not a notice (unlike N-54C), not a short-form application (unlike N-8F), not Exchange Act securities deregistration (unlike Form 15), not withdrawal of an unconsummated registration statement (unlike Form RW), not a periodic report (unlike N-CEN), and not the responsive Commission order. The dataset is document-heavy rather than tabular and modest in volume, and is most informative when combined with N-8F for full Section 8(f) coverage, N-CEN for wind-down sequencing, and the ICA release archive to confirm outcomes.

Who Uses This Dataset

The dataset is a small, dense reference corpus of Section 8(f) deregistration applications. Its users are the professionals who draft, oversee, review, study, or litigate the end of a registered fund's life under the 1940 Act.

Investment company and 1940 Act counsel

Outside fund counsel use the corpus as a precedent library when drafting their own applications. They mine Section I (relief sought), Section III's sub-sections on historical development, public representations, and present assets/income, and Section V's application of the Section 3(a)(1) tests and Rule 3a-1. They reuse Exhibit A authorization and Exhibit B verification language verbatim and benchmark how peers framed unusual fact patterns — residual contingent liabilities, unclaimed accounts, custodian holdbacks, RIC tax cleanup in Section IV.

In-house fund counsel and fund secretaries

Counsel inside fund complexes work backward from peer 40-8F-2 and 40-8F-2/A filings when their own boards approve a liquidation or merger. They focus on Section II's recitation of corporate history, Section III.A chronologies tying the final distribution to the application date, and the Exhibit A Secretary's Certificate as a template for board resolutions. The amendment trail across linked accessions (matched by CIK and the 811- fileNo in entities) shows how staff comments typically reshape an original filing.

Fund administrators and transfer agents

Administrators running wind-downs use the records operationally. They lift verification language from Exhibit B and the Section III.D/III.E representations on present assets and income to build checklists for terminal NAV, final distribution, escheatment, and books-and-records closure. The filedAt timestamp relative to the events described in Section III.A anchors their own timing playbooks.

Fund boards and independent directors

Trustees overseeing a liquidation or merger read Section III.C (activities of directors, officers, and employees) and the Exhibit A board resolution to see how peer boards documented oversight, approval timing, and conflicts in affiliate-led mergers. This shapes their own minutes and 15(c)-adjacent decision records.

Compliance and regulatory officers

CCOs and regulatory affairs staff treat the dataset as a deregistration calendar. They use Section II's filing history and Section VI's hardship argument to plan the sequence of last N-CEN, Form N-PX, and Form N-8F-or-40-8F-2 obligations, and they validate their own pre-application work product against the verifications and exhibits the staff has historically expected — reducing 40-8F-2/A risk.

SEC staff in the Division of Investment Management

Reviewers processing Section 8(f) applications use the historical corpus as a working reference for prior staff practice: which fact patterns required additional representations in Section III, which produced amendments, and which generated unusual exhibits. The accession-level metadata.json plus full document set also supports retrospective policy review and rulemaking economic analysis.

Academic researchers in finance and law

Scholars studying fund attrition, survivorship bias, and consolidation use the dataset as the authoritative population for one cessation channel. Section III.A narratives let them distinguish performance-driven liquidations from strategic consolidation, conversion, or acquisition more precisely than database flags allow. They join filedAt, CIK, and 811- file number to CRSP or N-CEN to build event timelines.

Fund-industry data providers and consultants

Analysts publishing fund flow and attrition research use 40-8F-2 filings to confirm and enrich fund-status fields. The Section III.A chronology supplies primary-source effective dates, the recipient entity in a merger, and the legal mechanism (statutory merger, reorganization, liquidation, conversion) behind a "liquidated" or "merged" flag.

Litigation and forensic teams

Litigators and forensic accountants in disputes over fund terminations — shareholder claims, fee clawbacks, indemnification, successor liability — treat the application as primary evidence of what the fund and its board represented to the SEC. Exhibit B's sworn verification, Section III.D representations on present assets, and any 40-8F-2/A disclosures of late-discovered facts are the record passages most often cited.

M&A and restructuring diligence teams

Diligence teams on asset-manager and sub-advised-platform transactions aggregate 40-8F-2 filings tied to a target's CIKs to map historical attrition, the sponsor's typical wind-down playbook, and any unusual circumstances disclosed in prior Section III narratives that hint at latent operational risk.

Financial journalists and investigative reporters

Reporters covering asset management use the application to confirm a fund's precise legal endpoint and to source detail on terminations. Section III.A often gives a more candid account of falling assets, strategic decisions, or affiliate transactions than promotional materials, and 40-8F-2/A amendments flag wind-downs that did not proceed as planned.

LLM and regulatory-tech developers

Teams building legal-research and regulatory-intelligence systems ingest the dataset as a complete, bounded corpus on a single procedural form. The mix of HTML, TXT, and metadata.json per accession, with stable roman-numeral section anchors and Rule 0-2 exhibits, is well suited to retrieval-augmented systems that draft starter language, classify wind-down rationales, and surface analogous prior filings.

Drafters lean on the Section I–VII narrative and Exhibit A/B templates; boards and administrators on Section III governance and asset/income recitals; researchers and data providers on dates, CIKs, 811- numbers, and III.A mechanisms; litigators and journalists on Exhibit B verifications and 40-8F-2/A amendments. Different sections of the same record serve each user.

Specific Use Cases

The dataset supports a small number of distinct, document-grounded workflows tied to specific fields, sections, and exhibits.

• Drafting a new long-form Section 8(f) application from peer precedent. Outside counsel pulls prior 40-8F-2 records whose entities[].type and Section III.A fact pattern match the present transaction (liquidation, in-kind distribution, merger, or reverse-merger conversion). They lift Section I relief language, Section V's Section 3(a)(1)(A)/(C) and Rule 3a-1 application, and the Exhibit A Secretary's Certificate and Exhibit B verification verbatim, replacing only the caption block, 811- file number, and dates. Output is a markup-ready first draft that already conforms to the Rule 0-2 authorization and verification requirements.

• Reconstructing the comment-and-amendment trail for staff-review prediction. Compliance and 1940 Act counsel link 40-8F-2 and 40-8F-2/A accessions by CIK and fileNo (the 811- number) and diff Section III sub-sections and Exhibit A/B between the original and amendment. The output is a catalog of which representations the staff most often forces into the record (residual liabilities, unclaimed accounts, custodian holdbacks, RIC cleanup) used as a pre-filing checklist to reduce amendment risk.

• Building a fund-attrition mechanism dataset. Data providers and academic researchers parse Section III.A chronologies across all records, classify each into liquidation, statutory merger, reorganization, conversion, or acquisition, and capture the recipient entity in merger cases. Joined to filedAt, CIK, 811- fileNo, and N-CEN, this produces an event-time table that distinguishes performance-driven liquidations from strategic consolidation more precisely than CRSP "delist" flags.

• Wind-down operational checklist generation for administrators. Fund administrators extract Section III.D (Present Assets) and III.E (Present Income) representations together with Exhibit B verification language across recent records to produce terminal-NAV, final-distribution, escheatment, and books-closure checklists keyed to what filers swore was true at application time. The output is an internal playbook anchored in language the SEC has accepted.

• Section 8(f) outcome reconciliation. Regulatory-tech and diligence teams use metadata.json (accessionNo, filedAt, entities[].cik, entities[].fileNo) as the join key against the Investment Company Act release archive to confirm whether each application produced a notice and order, was withdrawn, or remains pending. The result is a status-resolved deregistration ledger, since the order itself is not in the dataset.

• Series-level deregistration tracking for multi-series trusts. Analysts working on multi-series fund complexes use seriesAndClassesContractsInformation together with Section II's recitation of registration history to identify which series within a trust are being deregistered and reconcile that to the trust's surviving series in N-CEN. Output: a series-resolved view of which products inside a sponsor's lineup have actually exited ICA status.

• Litigation evidence assembly on fund terminations. Forensic accountants and plaintiffs' counsel pull the primary application document and the Exhibit B sworn verification for a target CIK, treat Section III.D asset representations and Section IV federal tax statements as admissions, and compare them against the books-and-records and any 40-8F-2/A disclosure of later-discovered facts. The output is a citation set used in successor-liability, indemnification, or fee-clawback briefs.

• RAG corpus for a deregistration-drafting assistant. LLM developers ingest the HTML application bodies, segment on the bold roman-numeral anchors (I.–VII., Exhibit A, Exhibit B), strip the print-pagination CSS, and embed each section as a retrieval unit keyed by formType, fileNo, and Section III.A mechanism. The output is a retrieval-augmented system that, given a draft fact pattern, returns the closest analogous prior Section III, V, and VI passages and a starter Exhibit A/B template.

Dataset Access

The dataset is accessible through three endpoints: a JSON metadata index, a full archive download, and per-container downloads.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-408f2-files.json

Returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, form types covered, container format, and content file types) along with the full archive download URL and a list of all available monthly container files. Each container entry includes its size, record count, last updated timestamp, and a direct download URL. This endpoint does not require an API key. It can be polled regularly to detect which containers were modified in the latest refresh run, so downstream pipelines can re-download only the containers that changed.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6a2f-a49e-267215ca17bc",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-408f2-files.zip",
        

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            "name": "Form 40-8F-2 Files Dataset",
        

          5
            "updatedAt": "2026-04-16T08:34:14.274Z",
        

          6
            "earliestSampleDate": "1999-09-01",
        

          7
            "totalRecords": 110,
        

          8
            "totalSize": 1596595,
        

          9
            "formTypes": ["40-8F-2", "40-8F-2/A"],
        

          10
            "containerFormat": "ZIP",
        

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            "fileTypes": ["TXT", "JSON", "HTML"],
        

          12
            "containers": [
        

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              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-408f2-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 18432,
        

          17
                "records": 2,
        

          18
                "updatedAt": "2026-04-16T08:34:14.274Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-408f2-files.zip?token=YOUR_API_KEY

Downloads the complete dataset archive containing every Form 40-8F-2 and 40-8F-2/A filing from 1999-09-01 onward. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-408f2-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads a single monthly container ZIP. Containers follow the <YYYY>/<YYYY-MM>.zip naming pattern, and each archive contains one folder per filing (named with the accession digits) holding metadata.json, the primary HTML document, and an optional .txt SGML wrapper. This endpoint requires an API key.

Frequently Asked Questions

What is Section 8(f) of the Investment Company Act, and what does Form 40-8F-2 ask the SEC to do?

Section 8(f) of the Investment Company Act of 1940 authorizes the SEC to issue an order declaring that a registered investment company has ceased to be an investment company. Form 40-8F-2 is the long-form initial application a registrant files, pursuant to Section 8(f) and Rule 0-2, to obtain that order — typically after liquidation, merger, conversion to an operating company, or another transaction that ends investment company operations.

How is Form 40-8F-2 different from Form N-8F?

Both forms request the same statutory relief under Section 8(f), but Form N-8F is the streamlined short-form application available when the facts fit a defined safe harbor (ordinary liquidations, fund-into-fund mergers, UIT terminations, or abandonment with no remaining securityholders). Form 40-8F-2 is the long-form, narrative application required when the fact pattern falls outside the N-8F safe harbor — for example, when there are unresolved liabilities, contingent assets, unlocated security holders beyond what N-8F contemplates, ongoing litigation, or partial distributions. A complete view of Section 8(f) deregistration activity in the post-N-8F era requires both datasets.

What does Form 40-8F-2/A represent, and is it a replacement of the original 40-8F-2?

Form 40-8F-2/A is a follow-on amendment to a previously filed 40-8F-2 application, typically filed in response to Division of Investment Management staff comments, to add post-filing developments, to correct or supplement representations, or to update the verification before the SEC issues its order. It does not overwrite the underlying filing — each amendment is a separate EDGAR submission with its own accession number and its own folder in the dataset. Tracing a complete deregistration application requires linking accessions by registrant CIK and 811- file number.

How is Section 8(f) deregistration different from Section 12 (Exchange Act) deregistration on Form 15?

The two regimes operate at different statutory levels. Form 40-8F-2 and the Section 8(f) order end the entity's status as a registered investment company under the Investment Company Act of 1940, with the SEC affirmatively granting an order. Form 15 (and variants 15-12B, 15-12G, 15-15D) terminates or suspends registration of a class of securities and the issuer's reporting obligations under Sections 12(g), 12(h), or Rule 12h-3 of the Securities Exchange Act of 1934, and is a self-effecting notice that produces no Commission order. The same closed-end fund or BDC may need to file both during a wind-down, but they answer different questions.

What container format is the dataset distributed in, and what files are inside each accession folder?

The dataset is delivered as monthly ZIP containers following the <YYYY>/<YYYY-MM>.zip naming pattern. Each container holds one folder per filing, named with the 18-digit accession number with dashes removed. Inside each folder is a metadata.json descriptor of the EDGAR submission plus the original non-image documents the filer submitted — typically the primary HTML application document, any text-based exhibits, and (when present) the EDGAR full-submission .txt SGML wrapper. The dataset's file types are TXT, JSON, and HTML; image binaries (GRAPHIC entries) are excluded but remain enumerated in documentFormatFiles with their original sec.gov URLs.

How do I download the dataset?

Three endpoints are available. The dataset index at https://api.sec-api.io/datasets/form-408f2-files.json returns dataset-level metadata and a list of every monthly container, requires no API key, and can be polled to detect which containers changed in the latest refresh. The full archive can be downloaded from https://api.sec-api.io/datasets/form-408f2-files.zip?token=YOUR_API_KEY, and individual monthly containers from https://api.sec-api.io/datasets/form-408f2-files/<YYYY>/<YYYY-MM>.zip?token=YOUR_API_KEY. The download endpoints require an API key.

What time period does the dataset cover, and how often is it refreshed?

The dataset captures Form 40-8F-2 and Form 40-8F-2/A submissions accepted on EDGAR beginning 1999-09-01, the start of EDGAR acceptance for the form, and runs through the present. Containers are organized by month under the <YYYY>/<YYYY-MM>.zip naming pattern, with the index API exposing each container's last-updated timestamp so downstream pipelines can re-download only the containers that changed in the latest refresh.