[Federal Register Volume 59, Number 226 (Friday, November 25, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-29061]


[[Page Unknown]]

[Federal Register: November 25, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20715; No. 811-3152]

 

Northwestern Mutual Money Market Fund, Inc.

November 18, 1994.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for an Order under the Investment Company 
Act of 1940 (``1940 Act'').

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APPLICANT: Northwestern Mutual Money Market Fund, Inc.

RELEVANT 1940 ACT SECTION: Order requested under Section 8(f) of the 
1940 Act.

SUMMARY OF APPLICATION: Applicant seeks an order declaring an order 
declaring that it has ceased to be an investment company as defined by 
the 1940 Act.

FILING DATE: The application was filed on September 1, 1994. Amendment 
No. 1 to the amendment was filed on November 15, 1994.

HEARING OR NOTIFICATION OF HEARING: An order granting the Application 
will be issued unless the Commission 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 December 
13, 1994, and should be accompanied by proof of service on Applicant in 
the form of an affidavit or, for lawyers, a certification of service. 
Hearing requests should state the nature of the requestor's interest, 
the reason for the request, and the issues contested. Persons may 
request notification of a hearing by writing to the Secretary of the 
SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 5th 
Street, NW., Washington, DC 20549. Applicant, 720 East Wisconsin 
Avenue, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT: Yvonne M. Hunold, Senior Counsel, at 
(202) 942-0670, Office of Insurance Products (Division of Investment 
Management).

SUPPLEMENTARY INFORMATION: Following is a summary of the Application; 
the complete Application is available for a fee from the SEC's Public 
Reference Branch.

Applicant's Representations

    1. Applicant, a Maryland corporation, is registered under the 1940 
Act as an open-end diversified management investment company.
    2. On March 18, 1981, Applicant filed a notification of 
registration under Section 8(a) of the 1940 Act and a registration 
statement under the Securities Act of 1933 and Section 8(b) of the 1940 
Act registering $25 million of common stock, all of one class (File No. 
2-71302. The registration statement became effective on December 17, 
1981, the date the public offering commenced.
    3. On November 4, 1993, Applicant's Board of Directors unanimously 
approved an agreement and plan or reorganization (``Plan'') between 
Applicant and Northwestern Mutual Series Fund, Inc. (``Series Fund''), 
a registered, open-end management investment company.\1\ The Plan was 
approved by the Trustees of Northwestern Mutual Life Insurance Company 
(``Northwestern Life''). Applicant's sole shareholder, on September 22, 
1993. The Plan provides for Applicant to exchange all of its assets for 
shares of the Money Market Portfolio (``Portfolio''), a corresponding 
portfolio of the Series Fund. Applicant states that the primary purpose 
of the Plan was to eliminate the inefficiency of operating two 
portfolios with identical investment objectives and policies.
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    \1\By order dated May 3, 1994, exemptive relief was granted by 
the Commission under Section 17(b) from the provisions of Sections 
17(a)(1) and 17(a)(2) of the 1940 Act, and under Section 6(c) from 
the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 
Act and Rule 6e-2(b)(15) thereunder, permitting Applicant to 
exchange its assets for shares of the Portfolio of equivalent value 
(Rel. No. IC-20273).
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    4. At Applicant's shareholders' meeting on April 27, 1994, 
Northwestern Life voted its shares of Applicant in accordance with the 
instructions it received from its contract owners and payees, as 
required by the provisions of the contracts. Of its total 77,074,254.45 
shares of stock, representing shares outstanding on the record date of 
January 31, 1994 entitled to vote. Northwestern Life voted 
73,220,376.13 shares, or 95.1%, in favor of the Plan, and 2,121,628.21 
shares, or 2.7%, against the Plan. Northwestern Life abstained from 
voting 1,732,250.11 shares, or 2.2%.
    5. On May 2, 1994, Applicant transferred substantially all of its 
assets, consisting of 91,309,664 shares of common stock, with a net 
asset value per share of $1.00, for an aggregate value of $91,309,664, 
to the Portfolio.\2\ In exchange for its assets, Applicant received and 
distributed to its shareholder 91,309,664 shares of the Portfolio, with 
a total value of $91,309,664. The exchange resulted in the complete 
liquidation of Applicant. The value of Applicant's assets and the value 
of the assets and shares of the Portfolio were calculated as of the 
close of business of the New York Stock Exchange on May 2, 1994.
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    \2\The difference between the total 77,074,254.45 shares voted 
on April 27, 1994, and the 1,309,664 shares outstanding on May 2, 
1994, the date immediately preceding the liquidation and merger of 
Applicant, is a result of intervening issuance and redemption of 
Applicant's shares.
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    6. Northwestern Life paid all expenses incurred in connection with 
the Plan. These expenses totaled approximately $18,298, and consisted 
primarily of printing and mailing costs and filing fees. No brokerage 
commissions were paid.
    7. Applicant has retained no assets and has no security holders. 
Applicant does not have any debts or other liabilities which remain 
outstanding and is not a party to any litigation or administrative 
proceeding.
    8. Applicant has not, within the last 18 months, transferred any of 
its assets to a separate trust, the beneficiaries of which were or are 
security holders of Applicant.
    9. Applicant is not now engaged, nor does it propose to engage, in 
any business activities other than those necessary for the winding-up 
of its affairs. Applicant intends to file, after receipt of the relief 
requested, a certificate of dissolution or similar documents in 
accordance with state law.
    10. Applicant states that it is current with all of its filings 
under the 1940 Act, including all Form N-SAR filings for each period 
for which such filing was or is required.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-29061 Filed 11-23-94; 8:45 am]
BILLING CODE 8010-01-M