To use this form, the fund must be seeking to deregister under one of the following circumstances identified in rule 8f-1 [17 CFR 270.8f-1]:

The fund has (i) sold substantially all of its assets to another registered fund or (ii) merged into or consolidated with another registered fund (“Merger”);

The fund has distributed substantially all of its assets to its shareholders and has completed, or is in the process of, winding up its affairs (“Liquidation”);

The fund qualifies for an exclusion from the definition of “investment company” under section 3(c)(1) or section 3(c)(7) of the Act (“Abandonment of Registration”); or

The fund has become a business development company (“Business Development Company”).

If the fund is not eligible to use this form, refer to rule 0-2 under the Act [17 CFR 270.0-2] for general instructions on filing an application with the Commission. Applications for deregistration pursuant to rule 0-2 must be submitted electronically in accordance with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.

This form and all exhibits must be submitted electronically to the Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.

Amendments to this form also must be filed electronically (see Instruction 3 above), and must include a verification identical to the one that appears at the end of this form.

No fee is required to submit this form or any amendments.

Funds are reminded of the requirement to timely file a final Form N-SAR with the Commission. See rule 30b1-1 under the Act [17 CFR 270.30b1-1]; Form N-SAR [17 CFR 274.101].

General Identifying Information

Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

Merger

Liquidation

Abandonment of Registration

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.)

Name of fund: Mellon Optima L/S Strategy Fund, LLC ( (the “Fund”)

Securities and Exchange Commission File No.: 811-21694

Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

Initial Application     ☒     Amendment

Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form:

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]:

Classification of fund (check only one):

Management company;

Unit investment trust; or

Face-amount certificate company.

Subclassification if the fund is a management company (check only one):

Open-end     ☒     Closed-end

State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Delaware

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:

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:

If the fund is a unit investment trust (“UIT”) provide:

Depositor’s name(s) and address(es):

Trustee’s name(s) and address(es):

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            ☒  No

Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

Distributions to Shareholders

Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

If Yes, list the date(s) on which the fund made those distributions:

Were the distributions made on the basis of net assets?

Were the distributions made pro rata based on share ownership?

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:

Liquidations only:

Closed-end funds only:

Has the fund distributed all of its assets to the fund’s shareholders?

How many shareholders does the fund have as of the date this form is filed? None.

Describe the relationship of each remaining shareholder to the fund:

The Liquidating Trust will operate in compliance with Section 17(a) of the 1940 Act as if it was a registered investment company.

None of the Fund’s current or prior investment advisers or any of their respective “affiliated persons” (as defined in the 1940 Act) will receive any fee or other payment, directly or indirectly, from the Liquidating Trust, except that BNY Mellon Trust of Delaware, an affiliated person of MHA, serves as trustee of the Liquidating Trust and is compensated for its services as such. In this regard, the Plan authorizes MHA, as liquidator, to appoint the trustee for the Liquidating Trust (including a trustee that is an affiliated person of MHA), subject to the requirements that: (i) in doing so MHA acts in good faith and in the best interests of the Liquidating Trust and Members and selects a trustee that MHA believes is experienced and qualified to provide services of the type required by the Liquidating Trust; and (ii) the trustee is retained on such terms and for such consideration as MHA believes to be fair and reasonable. In addition, the Plan provides that if the trustee to be retained is an affiliated person of MHA, MHA must make reasonable determinations that: (a) the services to be performed by the affiliated person are services required for the operation of the Liquidating Trust; (b) the affiliated person is experienced in providing services of the type required by the Liquidating Trust; (c) the nature and quality of services to be provided by the affiliated person are at least equal to those provided by others offering the same or similar services; and (d) the fees to be charged by the affiliated person are reasonable and fair in the judgment of MHA giving due consideration to the nature and expected quality of services to be provided and other factors that MHA deems relevant.

The Liquidating Trust will maintain and preserve all books and records relating to the Liquidating Trust as if it were a registered investment company consistent with Section 31 of the 1940 Act, and the rules thereunder, and promptly make available to the staff of the Commission any such records and personnel as requested.

In addition, the Liquidating Trust shall maintain the books and records of each of the Fund and the Liquidating Trust, including all records relating to the liquidation of the Fund and the formation of the Liquidating Trust, that were in existence prior to the transfer of assets to the Liquidating Trust consistent with, and to the extent and for the time periods required by, Section 31 of the 1940 Act and the rules thereunder. All such records will be maintained by MHA.

Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

Assets and Liabilities

Does the fund have any assets as of the date this form is filed?

(See question 18 above)

Describe the type and amount of each asset retained by the fund as of the date this form is filed:

Why has the fund retained the remaining assets?

Will the remaining assets be invested in securities?

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?

Describe the type and amount of each debt or other liability:

How does the fund intend to pay these outstanding debts or other liabilities?

Information About Event(s) Leading to Request For Deregistration

List the expenses incurred in connection with the Merger or Liquidation:

Legal expenses: approximately $250,000

Accounting expenses: $0

Other expenses (list and identify separately): $50,000 for attestation services provided by Ernst & Young LLP

Total expenses (sum of lines (i)-(iii) above): approximately $300,000

How were those expenses allocated? The expenses of the Fund associated with liquidation were paid by the Fund or will be paid by the Liquidating Trust.

Who paid those expenses? The expenses have been and are being paid by the Fund and the Liquidating Trust.

How did the fund pay for unamortized expenses (if any)? Not applicable.

Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

Conclusion of Fund Business

Is the fund a party to any litigation or administrative proceeding?

Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

Mergers Only

State the name of the fund surviving the Merger:

State the Investment Company Act file number of the fund surviving the Merger:

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:

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.