[Federal Register Volume 61, Number 245 (Thursday, December 19, 1996)]
[Notices]
[Page 67083]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32148]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22392; 811-135]


ProvidentMutual Total Return Trust; Notice of Application

December 12, 1996.
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: ProvidentMutual Total Return Trust.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on October 18, 1996.

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 January 6, 1997, 
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, N.W., Washington, D.C. 
20549. Applicant, Christiana Executive Campus, 220 Continental Drive, 
Newark, Delaware 19713.

FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, at (202) 942-0584, or Mary Kay 
Frech, 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 is an open-end, diversified management investment 
company organized as a Massachusetts business trust. According to SEC 
records, on November 1, 1940, applicant registered under section 8(a) 
of the Act and filed a registration statement on Form N-1A pursuant to 
section 8(b) of the Act and the Securities Act of 1933.
    2. At a meeting held on August 14, 1992, applicant's board of 
directors unanimously approved an agreement and plan of reorganization 
(the ``Reorganization'') between Sentinel Group Funds, Inc. (the 
``Company'') on behalf of Sentinel Common Stock Fund (``Sentinel 
Common'') and applicant. Pursuant to the agreement, Sentinel Common 
would acquire substantially all of applicant's assets in exchange for 
shares of common stock of Sentinel Common. In approving the 
Reorganization, the directors identified certain potential benefits 
likely to result from the Reorganization, including, (a) a 
significantly larger organization that also will provide access to an 
expanded, stronger marketing organization, (b) a combined organization 
that should realize certain portfolio management efficiencies if there 
is a more consistent inflow of new money, (c) a growing organization 
that will be able to realize economies of scale with regard to many of 
its expenses, and (d) an organization that will be better able to keep 
up with new shareholder service features and technologies as they 
become available.
    3. On or about January 11, 1993, proxy materials soliciting 
shareholder approval of the Reorganization were mailed to applicant's 
shareholders of record as of December 21, 1992. In addition to 
solicitation by mail, certain directors, officers, and agents of 
applicant solicited shareholder proxies by telephone. At a special 
meeting held on February 19, 1993, applicant's shareholders approved 
the Reorganization.
    4. As of February 26, 1993 applicant had 5,813,141.962 shares of 
common stock outstanding, $1.00 par value. The net asset value per 
share of applicant was $13.01 and the aggregate net asset value was 
$75,634,531.86.
    5. On March 1, 1993, applicant transferred assets valued at 
$75,634,531.86 and received in exchange 5,092,860.399 shares of common 
stock of Sentinel Balanced. Such shares were distributed to applicant's 
shareholders on that date in proportion to each shareholder's interest 
in the assets transferred.
    6. Applicant and the Company each bore their allocable share of the 
appropriate expenses of the Reorganization, up to a total of $200,000 
for all of the ProvidentMutual Funds. Expenses of all the 
ProvidentMutual Funds, including applicant, in excess of $200,000 were 
borne by ProvidentMutual Life Insurance Company of Philadelphia and/or 
National Life Insurance Company. These expenses included preparation of 
the Reorganization documents and the registration statement, filing 
fees, and legal and audit fees.
    7. Applicant has no securityholders and no remaining assets, debts, 
or liabilities as of the date of the application.
    8. Applicant is not a party to any litigation or administrative 
proceeding. Applicant is not now engaged, and does not propose to 
engage, in any business activities other than those necessary for the 
winding up of its affairs.
    9. Applicant intends to file appropriate documentation for 
dissolution in Massachusetts, as required by Massachusetts law.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-32148 Filed 12-18-96; 8:45 am]
BILLING CODE 8010-01-M