[Federal Register Volume 62, Number 151 (Wednesday, August 6, 1997)]
[Notices]
[Pages 42273-42274]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-20614]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22773; File No. 811-3815]


Manulife Series Fund, Inc.

July 30, 1997.
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: Manulife Series Fund, Inc.

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

SUMMARY OF APPLICATION: Applicant seeks 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 May 28, 1997.

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 Secretary of the SEC 
and serving Applicant with a copy of the request, in person or by mail. 
Hearing requests should be received by the SEC by 5:30 p.m. on August 
25, 1997, 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 requester'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, Manulife Series Fund, 
Inc., 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.

FOR FURTHER INFORMATION CONTACT: Megan Dunphy, Attorney, or Mark 
Amorosi, Branch Chief, Office of Insurance Products, Division of 
Investment Management, at (202) 942-0670.


[[Page 42274]]


SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application may be obtained for a fee from the Public 
Reference Branch of the SEC.

Applicant's Representations

    1. Applicant is an open-end, diversified management investment 
company organized as a corporation under Maryland law. On July 27, 
1983, Applicant filed a notification of registration as an investment 
company on Form N-8A and a registration statement on Form N-1 under the 
1940 Act and the Securities Act of 1933. The registration statement 
became effective and the initial public offering of Applicant's shares 
commenced on June 26, 1984.
    2. On September 27, 1996, Applicant's board of directors (the 
``Board'') approved the following agreement and plan of reorganization: 
(i) The transfer of all assets and liabilities of each of the 
Applicant's portfolios to a corresponding portfolio of NASL Series 
Trust (``NASL''), a Massachusetts business trust, in exchange for 
shares of the corresponding NASL portfolio and the assumption by that 
NASL portfolio of the liabilities of Applicant's portfolio and (ii) the 
distribution of the shares received from each NASL portfolio to the 
shareholders of the corresponding portfolio of Applicant in liquidation 
of Applicant and each of its portfolios.
    3. On or about November 15, 1996, proxy materials relating to the 
special meeting at which the agreement and plan of reorganization was 
considered were mailed to contract owners entitled to instruct as to 
the voting of Applicant's shares. At the special meeting held on 
December 20, 1996, the agreement and plan of reorganization was 
approved by the necessary vote of shareholders of each of Applicant's 
portfolios.
    4. On December 19, 1996, Applicant, NASL and other related parties 
obtained an order pursuant to Section 17(b) of the Act and Rule 17d-1 
thereunder to permit certain transactions contemplated by the 
reorganization.
    5. On December 31, 1996, Applicant transferred assets and 
liabilities of each of its portfolios to a corresponding portfolio of 
NASL in exchange for shares of the corresponding NASL portfolio and 
distributed the NASL shares held by each portfolio pro rata to the 
shareholders of such portfolio in complete liquidation of the portfolio 
and of Applicant. The aggregate net asset value of the NASL shares 
received by each of Applicant's portfolios was equal to the aggregate 
net asset values of such portfolio.
    6. The expenses of the reorganization, other than fees payable for 
the registration of shares of the NASL portfolios in connection with 
the reorganization, were borne by the Applicant's and NASL's 
affiliates, other than Applicant and NASL. No brokerage commissions 
were paid in connection with the reorganization.
    7. Within the last 18 months, Applicant has not transferred any of 
its assets to a separate trust, the beneficiaries of which were or are 
security holders of Applicant.
    8. At the time the application was filed, Applicant had no assets, 
no liabilities and no security holders. Applicant is not a party to any 
litigation or administrative proceeding, and is not now engaged, nor 
does it propose to engage, in any business activities other than those 
necessary for winding up its affairs.
    9. On December 31, 1996, Applicant filed Articles of Transfer with 
Maryland's Department of Assessments and Taxation. Applicant intends to 
file Articles of Dissolution with that office upon receipt of the order 
requested in the application.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-20614 Filed 8-5-97; 8:45 am]
BILLING CODE 8010-01-M