[Federal Register Volume 61, Number 22 (Thursday, February 1, 1996)]
[Notices]
[Pages 3752-3753]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-2053]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21711; 811-2953]


John Hancock Cash Management Fund; Notice of Application

January 26, 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: John Hancock Cash Management Fund.

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 January 10, 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 February 20, 
1996 and should be accompanied by proof of service on the applicant, in 
the form of an affidivat 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 5th Street, NW., Washington, DC 20549. 
Applicant, c/o Anne C. Hodsdon, 101 Huntington Avenue, Boston, MA 
02199-7603.

For Further Information Contact: Robert 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 is an open-end management investment company organized 
as a Massachusetts business trust. On August 24, 1979, applicant filed 
a notice of registration pursuant to section 8(b) of the Act on Form N-
8A. Applicant registered an unlimited number of shares by a 
registration statement on Form N-1A under the Securities Act of 1933. 
The registration statement became effective on October 26, 1979, and 
the initial public offering commenced as soon as practicable 
thereafter.
    2. On August 28, 1995, applicant's board of trustees, including a 
majority of trustees who were not interested persons of the applicant, 
approved an Agreement and Plan of Reorganization (the ``Plan''). The 
Plan provided that applicant would transfer all of its assets and 
liabilities to John Hancock Money Market Fund (``Money Market Fund'').
    3. Applicant and the Money Market Fund may be deemed to be 
affiliated persons of each other by reasons of having a common 
investment adviser, common directors, and common officers. In 
compliance with rule 17a-8, which governs mergers of certain affiliated 
investment companies, applicant's trustees determined that the 
reorganization was in the best interests of applicant and the interests 
of applicant's existing shareholders would not be diluted.\1\

    \1\ Although purchases and sales between affiliated persons 
generally are prohibited by section 17(a) of the Act, rule 17a-8 
provides an exemption for certain purchases and sales among 
investment companies that are affiliated persons of each other 
solely by reason of having a common investment adviser, common 
directors, and/or common officers.
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    4. Applicant filed its preliminary proxy materials as part of 
Series, Inc's registration statement on Form N-14 with the SEC on 
September 7, 1995 and filed definitive copies of its proxy materials on 
October 12, 1995. Applicant's shareholders approved the Plan at a 
meeting held on November 15, 1995.
    5. On November 17, 1995, the reorganization was consummated. 
Applicant transferred all of its assets and liabilities to the Money 
Market Fund in exchange for shares of the Money Market Fund with an 
aggregate 

[[Page 3753]]
net asset value equal to the net asset value of applicant's assets 
transferred. Specifically, in exchange for $241,651,168 of assets 
transferred, the Money Market Fund issued 241,738,168 Class A shares of 
common stock.
    6. The expenses applicable to the reorganization, consisting of 
accounting, printing, administrative and certain legal expenses, are 
estimated to be approximately $120,000. Applicant and the Money Market 
Fund each assumed its own expenses related to the reorganization. 
Applicant's share of the expenses were approximately $57,500.
    7. At the time of filing the application, applicant had no assets, 
outstanding debts or liabilities. Applicant has no shareholders and is 
not a party to any litigation or administrative proceeding. Applicant 
is not presently engaged in, nor does it propose to engage in, any 
business activities other than those necessary for the winding up of 
its affairs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-2053 Filed 1-31-96; 8:45 am]
BILLING CODE 8010-01-M