[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]


-----------------------------------------------------------------------

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'').

-----------------------------------------------------------------------

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