UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[X] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification at
the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of
the form.)
2. Name of fund: WAYNE HUMMER MONEY FUND TRUST
3. Securities and Exchange Commission File No.: 811-03359
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
300 SOUTH WACKER DRIVE, 15TH FLOOR, CHICAGO, ILLINOIS 60606
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
ROBERT J. MORAN, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 N. LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
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7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
STATE STREET BANK AND TRUST COMPANY WAYNE HUMMER MANAGEMENT COMPANY
225 FRANKLIN STREET 300 SOUTH WACKER DRIVE
BOSTON, MASSACHUSETTS 02110 CHICAGO, ILLINOIS 60606
(617) 786-3000 (312) 431-1700
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts):
MASSACHUSETTS
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
WAYNE HUMMER MANAGEMENT COMPANY
300 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those underwriters
have been terminated:
WAYNE HUMMER INVESTMENTS L.L.C.
300 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
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13. If the fund is a unit investment trust ("UIT") provide: NOT APPLICABLE
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-___________
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
JANUARY 23, 1999 AND MAY 7, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
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If Yes, state the date on which the shareholder vote took place:
JUNE 30, 1999
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: JULY 30, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions
to shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
(e) Liquidations only: NOT APPLICABLE
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only: NOT APPLICABLE
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
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18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests? NO
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
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21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $29,917.49
(ii) Accounting expenses: -0-
(iii) Other expenses (list and identify separately):
ALLOCATED PORTION OF PROXY PRINTING, MAILING AND RELATED
SERVICES - $11,093.01
(iv) Total expenses (sum of lines (i)-(iii) above): $41,010.50
(b) How were those expenses allocated?
TOTAL PROXY RELATED EXPENSES FOR THE SHAREHOLDERS MEETING OF
WAYNE HUMMER MONEY FUND TRUST (EXCLUSIVE OF PROXY RELATED LEGAL FEES
INCLUDED IN ITEM 22.(A)(I), ABOVE) WERE $48,188. PROXIES WERE
SOLICITED TO SECURE SHAREHOLDER APPROVAL OF THE FOLLOWING MATTERS: (A)
ELECTION OF A BOARD OF TRUSTEES (REQUIRED DUE TO CHANGE IN BOARD
COMPOSITION); (B) CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT
POLICIES; (C) APPROVAL OF THE REORGANIZATION; AND (D) AUTHORIZATION TO
OBTAIN APPROVAL OF THE ADVISORY AGREEMENT TO GOVERN THE NEW SERIES OF
WAYNE HUMMER INVESTMENT TRUST INTO WHICH THE FUND WAS TO BE
REORGANIZED. THE MATTERS SET FORTH IN (A) AND (B) OF THE PRECEDING
SENTENCE WERE IN NEED OF SHAREHOLDER APPROVAL WHETHER OR NOT THE
MATTERS SET FORTH IN (C) AND (D) WERE TO BE APPROVED. GIVING EFFECT TO
THE FOREGOING, PROXY EXPENSES RELATED TO THE REORGANIZATION WERE
ALLOCATED BASED UPON THE NUMBER OF PAGES IN THE PROXY
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WHICH DISCUSSED THE REORGANIZATION AND APPROVAL OF THE
POST-REORGANIZATION ADVISORY AGREEMENT AGAINST THE TOTAL NUMBER OF
PROXY PAGES.
(c) Who paid those expenses?
WAYNE HUMMER MANAGEMENT COMPANY, THE INVESTMENT ADVISER TO BOTH
WAYNE HUMMER MONEY FUND TRUST AND WAYNE HUMMER INVESTMENT TRUST PAID
$7,500 OF THE TOTAL EXPENSES. WAYNE HUMMER MONEY FUND TRUST AND THE
WAYNE HUMMER MONEY MARKET FUND SERIES OF WAYNE HUMMER INVESTMENT TRUST
(AS THE SURVIVOR IN THE REORGANIZATION) PAID ALL OTHER EXPENSES.
(d) How did the fund pay for unamortized expenses (if any)? NOT
APPLICABLE
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidations?
[] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[] Yes [X] No
If Yes, describe the nature and extent of those activities:
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VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
WAYNE HUMMER INVESTMENT TRUST
(WAYNE HUMMER MONEY MARKET FUND SERIES)
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-03880
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
ACCESSION NO. 0000950131-99-002878; FORM PRER14A (PROXY); MAY 7,
1999
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of Wayne Hummer Money Fund Trust, (ii) he is the President of Wayne Hummer Money
Fund Trust, and (iii) all actions by shareholders, directors, and any other body
necessary to authorize the undersigned to execute and file this Form N-8F
application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
/s/ David P. Poitras
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David P. Poitras
