[Federal Register Volume 59, Number 173 (Thursday, September 8, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-22055]
[[Page Unknown]]
[Federal Register: September 8, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20520; File No. 811-3431]
Sentinel Cash Management Fund, Inc.; Application for
Deregistration
August 31, 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: Sentinel Cash Management 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 DATES: The application on Form N-8F was filed on June 16, 1994,
and amended on August 31, 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 September 26,
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 notification by writing to the
SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549.
Applicant, National Life Drive, Montpelier, Vermont 05604.
FOR FURTHER INFORMATION CONTACT:
James J. Dwyer, Staff Attorney, at (202) 504-2920, or C. David Messman,
Branch Chief, at (202) 272-3018 (Office of Investment Company
Regulation, Division of Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is a Maryland corporation that is registered under the
Act as an open-end diversified management investment company. Applicant
also is a ``money market fund,'' as defined in rule 2a-7 under the Act.
On June 19, 1981, applicant filed a notification of registration under
section 8(a) of the Act on Form N-8A. On the same date, applicant filed
a registration statement under the Securities Act of 1933 and section
8(b) of the Act to register 10,000,000,000 shares of common stock, par
value $.0001 per share. The registration statement became effective on
October 15, 1981, and applicant's initial public offering commenced
immediately thereafter.
2. At a meeting held on August 13-14, 1992, applicant's board of
directors approved an agreement and plan of reorganization (the
``Agreement'') between Sentinel Group Funds, Inc. (the ``Company''), on
behalf of Sentinel U.S. Treasury Money Market Fund (``Sentinel
Treasury''), and applicant. The Agreement and the transactions
contemplated thereby are collectively referred to as the
``Reorgnization.'' The Agreement provided for the transfer of
substantially all of the assets and liabilities of applicant in
exchange for shares of Sentinel Treasury.
3. Applicant stated in proxy materials filed in connection with the
Reorganization that Sentinel Treasury is a no-load open-end investment
company that invests exclusively in short-term marketable securities
that are direct obligations of the U.S. Treasury. The purpose of the
Reorganization was to provide shareholders with a money market fund
whose portfolio is limited to the highest quality investments and whose
operating expense ratio is potentially lower than applicant's.
4. Applicant and the Company are ``affiliated persons'' of each
other, as that term is defined in the Act, solely by reason of having
common directors, officers, and investment advisers. Applicant and the
Company relied on rule 17a-8 under the Act in order to exempt the
Reorganization from the affiliated transaction prohibition of section
17(a) of the Act. To avail itself of the rule 17a-8 exemption, each of
the boards of directors of applicant and the Company, including a
majority of disinterested directors of each of applicant and the
Company, determined that the Reorganization was in the best interest of
the shareholders and that the interests of existing shareholders would
not be diluted as a result of the Reorganization.
5. On behalf of applicant, the Company filed a registration
statement on Form N-14 on November 25, 1992, and amended it on December
30, 1992. The registration statement contained the proxy materials
soliciting the approval of the Reorganization by applicant's
shareholders. On or about January 5, 1993, proxy materials were mailed
to applicant's shareholders. Applicant's shareholders voted to approve
the Agreement at a special meeting held on February 23, 1992.
6. As of February 26, 1993, applicant had 47,609,856 shares
outstanding, having an aggregate net asset value of $47,609,856, and a
per share net asset value of $1.00. On March 1, 1993, pursuant to the
Agreement, applicant transferred assets and liabilities to the Company
in exchange for shares of Sentinel Treasury. The aggregate net asset
value of Sentinel Treasury's shares received was equal to the net asset
value of applicant's shares held. Applicant then distributed the
Sentinel Treasury's shares it received pro rata to its shareholders, in
complete liquidation of applicant.
7. No brokerage commissions were paid in connection with the
Reorganization. The expenses for effecting the Reorganization were
borne by the Company, up to $200,000. Expenses in excess of $200,000
were borne by Provident Mutual Life Insurance Company of Philadelphia
and/or National Life Insurance Company. Such expenses include
preparation of the Agreement, the registration statement, filing fees
of the SEC and state securities commissions, and audit fees. Expenses
connected with the deregistration, dissolution, and liquidation of
applicant will be borne by Sentinel Administrative Service Corporation.
Such expenses include preparing and filing Form N-8F with the SEC to
deregister applicant, preparing and filing dissolution documents with
the State of Maryland, legal fees, audit fees, and expenses incurred
with ongoing compliance under the Act.
8. At the time of the amended and restated application, applicant
had no assets, no liabilities, and no shareholders. Applicant is not a
party to any litigation or administrative proceeding. Applicant is not
engaged in, nor does it propose to engage in, any business activities
other than those necessary for the winding up of its affairs.
9. On March 1, 1993, applicant filed Articles of Transfer with
Maryland's Department of Assessments and Taxation, and on that date
received a Certificate of Transfer from that office. Applicant intends
to file Articles of Dissolution with that office as soon as practicable
following its deregistration.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-22055 Filed 9-7-94; 8:45 am]
BILLING CODE 8010-01-M