[Federal Register Volume 60, Number 182 (Wednesday, September 20, 1995)]
[Notices]
[Pages 48738-48739]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-23296]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21356; 811-5913]


The INDEPENDENCE CAPITAL Group of Funds, Inc.; Notice of 
Application for Deregistration

September 13, 1995.
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: The INDEPENDENCE CAPITAL Group of Funds, Inc.

RELEVANT ACT SECTION: Order requested under section 8(f).

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

FILING DATES: The application was filed on July 26, 1995 and amended on 
August 29, 1995.

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 October 10, 
1995, and should be accompanied by proof of service on the 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549. 
Applicant, Bellevue Park Corporate Center, 103 Bellevue Parkway, 
Wilmington, Delaware, 19809.

FOR FURTHER INFORMATION CONTACT: Marianne H. Khawly, Staff Attorney, at 
(202) 942-0562, or Robert A. Robertson, Branch Chief, at (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, an open-end, registered investment company, 
incorporated in the state of Maryland on September 21, 1989. Applicant 
has three money market series: Money Market Fund; Government Money 
Market Fund; and Tax-Free Money Market Fund (collectively, the ``Money 
Market Funds''). Each Money Market Fund has two classes of stock: 
INDEPENDENCE CAPITAL Class and Janney Montgomery Scott Class. In 
addition, applicant has eight non-money market series: Total Return 
Growth Fund; Opportunities Fund, Total Return Bond Fund; Municipal Bond 
Fund; New York Municipal Bond Fund; Short-Intermediate Government Fund; 
Balanced Fund; and Small Capitalization Stock Fund. Each Non-Money 
Market Fund has one class of common stock.
    2. On September 29, 1989, applicant filed a Notification of 
Registration on Form N-8A and a registration statement on Form N-1A 
pursuant to section 8(b) of the Act and the Securities Act of 1933. The 
registration statement was declared effective on January 31, 1990. The 
initial public offering for: Total Return Growth Fund, Opportunities 
Fund, and Total Return Bond Fund commenced on February 1, 1990; the 
Money Market Funds commenced on April 30, 1990; Municipal Bond Fund and 
New York Municipal Bond Fund commenced on November 1, 1990; Short-
Intermediate Government Fund commenced on April 30, 1992; and Balanced 
Fund and Small Capitalization Stock Fund commenced on December 31, 
1993.

Merging Series

    3. On December 12, 1994, applicant's board of directors approved a 
reorganization plan whereby shares of common stock of Total Return 
Growth Fund, Opportunities Fund, Total Return Bond Fund, Municipal Bond 
Fund, New York Municipal Bond Fund, Short-Intermediate Government Fund, 
and Balanced Fund (collectively, the ``Non-Money Market Funds'') would 
be exchanged for shares of beneficial interest of corresponding series 
of Sentinel Group Funds, Inc. (the ``Acquiring Fund''). The board 
approved the reorganization because the Acquiring Fund had twice the 
asset size of applicant and was generally able to achieve greater 
economies of scale and lower expense ratios than applicant. In 
addition, the Acquiring Fund had a greater capacity for distribution.
    4. On January 6, 1995, preliminary copies of proxy materials were 
filed with the SEC. Applicant and the Acquiring Fund also entered into 
an Agreement and Plan of Reorganization dated as of February 6, 1995 
(the ``Reorganization Agreement''). On February 9, 1995, definitive 
proxy materials were distributed to shareholders of the Non-Money 
Market Funds. At a special meeting held on March 10, 1995, the 
shareholders of the Non-Money Market Funds approved the Reorganization 
Agreement.
    5. On March 24, 1995, Total Return Growth Fund had 2,289,319.870 
shares outstanding with an aggregate and per share net asset value of 
$25,653,998 and $11.21, respectively. On that date, Opportunities Fund 
had 2,491,972.672 shares outstanding with an aggregate and per share 
net asset value of $26,240,738 and $10.53, respectively. On March 27, 
1995, applicant transferred all of the assets and liabilities of Total 
Return Growth Fund and Opportunities Fund to the Acquiring Fund's 
Common Stock Fund in exchange for shares of beneficial interest of 
Acquiring Fund's Common Stock Fund.
    6. On March 24, 1995, Balanced Fund had 426,144.768 shares 
outstanding with an aggregate and per share net asset value of 
$4,084,150 and $9.58, respectively. On March 27, 1995, applicant 
transferred all of the assets and liabilities of Balanced Fund to 
Acquiring Fund's Balanced Fund in exchange for shares of beneficial 
interest of Acquiring Fund's Balanced Fund.
    7. On March 24, 1995, Total Return Bond Fund had 3,219,052.158 
shares outstanding with an aggregate and per share net asset value of 
$31,075,198 and $9.65, respectively. On March 27, 1995, applicant 
transferred all of the assets and liabilities of Total Return Bond Fund 
to Acquiring Fund's Bond Fund in exchange for shares of beneficial 
interest of Acquiring Fund's Bond Fund.
    8. On March 24, 1995, Municipal Bond Fund had 414,491.194 shares 
outstanding with an aggregate and per share net asset value of 
$4,493,940 and 

[[Page 48739]]
$10.82, respectively. On March 27, 1995, applicant transferred all of 
the assets and liabilities of Municipal Bond Fund to Acquiring Fund's 
Tax-Free Income Fund in exchange for shares of beneficial interest of 
Acquiring Fund's Tax-Free Income Fund.
    9. New York Municipal Bond Fund had 514,573.737 shares outstanding 
with an aggregate and per share net asset value of $5,759,369 and 
$11.19, respectively. On March 27, 1995, applicant transferred all of 
the assets and liabilities of New York Municipal Bond Fund to Acquiring 
Fund's New York Tax-Free Income Fund in exchange for shares of 
beneficial interest of Acquiring Fund's New York Tax-Free Income Fund.
    10. On March 24, 1995, Short-Intermediate Government Fund had 
1,578,443.284 shares outstanding with an aggregate and per share net 
asset value of $15,218,556 and $9.64, respectively. On March 27, 1995, 
applicant transferred all of the assets and liabilities of Short-
Intermediate Government Fund to Acquiring Fund's Short-Intermediate 
Government Fund in exchange for shares of beneficial interest of 
Acquiring Fund's Short-Intermediate Government Fund.
    11. Each shareholder of the Non-Money Market Fund received, in 
exchange for his or her shares in applicant, shares of the 
corresponding series of the Acquiring Fund having a net asset value 
equal to the aggregate net asset value of his or her shares in 
applicant immediately prior to the reorganization.

Liquidating Series

    12. On December 29, 1994, Small Capitalization Stock Fund had 
100,010 shares outstanding with an aggregate and per share net asset 
value of $1,000,100 and $10.00, respectively. On that date, the sole 
shareholder gave notice that it wanted to redeem its entire holdings. 
On December 30, 1995 complete redemption distributions were made. Such 
distributions effectively liquidated the Small Capitalization Stock 
Fund.
    13. On March 24, 1995, Money Market Fund had 363,147.490 
INDEPENDENCE CAPITAL Class shares outstanding with an aggregate and per 
share net asset value of $363,154 and $1.00, respectively. Government 
Money Market Fund had 3,130,200 INDEPENDENCE CAPITAL Class shares 
outstanding with an aggregate and per share net asset value of $3,136 
and $1.00, respectively. Tax-Free Money Market Fund had 111,213.310 
INDEPENDENCE CAPITAL Class shares outstanding with an aggregate and per 
share net asset value of $111,215 and $1.00, respectively. On March 27, 
1995, applicant made complete redemption distributions to the 
shareholders of the INDEPENDENCE CAPITAL Class of stock of the Money 
Market Funds.
    14. On June 9, 1995, Money Market Fund had 407,919,678.080 Janney 
Montgomery Scott Class shares outstanding with an aggregate and per 
share net asset value of $407,919,678 and $1.00, respectively. 
Government Money Market Fund had 279,565,212.580 Janney Montgomery 
Scott Class shares outstanding with an aggregate and per share net 
asset value of $279,565,213 and $1.00, respectively. Tax-Free Money 
Market Fund had 107,965,238.920 Janney Montgomery Scott Class shares 
outstanding with an aggregate and per share net asset value of 
$107,965,239 and $1.00, respectively. On June 9, 1995, the sole 
shareholder of the Money Market Funds' Janney Montgomery Class of stock 
gave notice that it wanted to redeem its holdings and complete 
redemption distributions were made.

General Matters

    15. Total expenses of the reorganization were $313,000. Total 
Return Growth Fund bore $1,543.65 and Opportunities Fund bore 1,502.04. 
The remainder was borne by applicant's investment adviser, Independence 
Capital Management, Inc. Such expenses were for printing and 
professional fees.
    16. 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 neither engaged 
in nor proposes to engage in any business activities other than those 
necessary for the winding-up of its affairs.
    17. Applicant will 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. 95-23296 Filed 9-19-95; 8:45 am]
BILLING CODE 8010-01-M