[Federal Register Volume 59, Number 118 (Tuesday, June 21, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-14982]


[[Page Unknown]]

[Federal Register: June 21, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 20355; 811-5869]

 

McDonald U.S. Government Money Market Fund, Inc.; Notice of 
Application for Deregistration

June 14, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: McDonald U.S. Government Money Market Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATE: The application was filed on April 7, 1994, and amended on 
June 8, 1994.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on July 11, 1994 
and should be accompanied by proof of service on applicant, in the form 
of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request such notification by writing to the 
SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW, Washington, DC 20549. 
Applicant, 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.

FOR FURTHER INFORMATION CONTACT:
Marc Duffy, Staff Attorney, (202) 942-0565, or C. David Messman, Branch 
Chief, (202) 942-0564 (Division of Investment Management, Office of 
Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

APPLICANT'S REPRESENTATIONS:
    1. Applicant is a diversified open-end management investment 
company organized as a Maryland corporation. On July 31, 1989, 
applicant registered under section 8(a) of the Act and filed a 
registration statement under section 8(b) of the Act and the Securities 
Act of 1933. The registration statement was declared effective on 
October 2, 1989, and applicant commenced its initial public offering on 
October 3, 1989.
    2. On June 21, 1993, applicant's Board of Directors approved a plan 
of reorganization whereby applicant agreed to transfer all or 
substantially all of its assets and liabilities to Gradison-McDonald 
U.S. Government Reserves Series (the ``Acquiring Fund''), a newly-
created series of Gradison Cash Reserves Trust in exchange for shares 
of the Acquiring Fund. In accordance with rule 17a-8 of the Act, 
applicant's directors determined that the sale of applicant's assets to 
the Acquiring Fund was in the best interest of applicant's 
shareholders, and that the interests of the existing shareholders would 
not be diluted as a result.\1\
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    \1\Applicant and the Acquiring Funds may be deemed to be 
affiliated persons of each other by reason of having a common 
investment adviser. Although purchases and sales between affiliated 
persons generally are prohibited by section 17(a) of the Act, rule 
17a-8 provides an exemption for certain purchases and sales among 
investment companies that are affiliated persons of one another 
solely by reason of having a common investment adviser, common 
directors, and/or common officers.
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    3. The directors of applicant concluded that the reorganization 
would benefit applicant's shareholders because the overall fees charged 
to the combined fund should result in lower fees than are currently 
being incurred by the applicant.
    4. A registration statement on Form N-14 was filed with the SEC and 
the proxy statement/prospectus contained therein was furnished to 
applicant's shareholders on or about August 15, 1993. At a special 
meeting held on September 13, 1993, holders of a majority of the 
outstanding voting shares of applicant approved the reorganization.
    5. On September 24, 1993, applicant has aggregate net assets of 
$194,234,642 and a net asset value per share of $1.00. As of September 
24, 1993, shares of the Acquiring Fund were distributed to applicant's 
shareholders. Each shareholder received the proportion of Acquiring 
Fund shares received by applicant that the number of applicant shares 
owned by each such shareholder bore to the number of outstanding 
applicant shares.
    6. Applicant bore expenses of approximately $44,137 in connection 
with the reorganization. Such expenses were for legal and accounting 
fees, and the cost of printing and mailing the proxy statements.
    7. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is not presently 
engaged in, nor does it propose to engage in, any business activities 
other than those necessary for the winding up of its affairs.
    8. Applicants intends to file all documents required to terminate 
its existence as a Maryland corporation.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-14982 Filed 6-20-94; 8:45 am]
BILLING CODE 8010-01-M