Securities and Exchange Commission
Washington, D.C. 20549
FORM N-54C
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO
SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned business development company hereby notifies the
Securities and Exchange Commission that it withdraws its election to
be subject to sections 55 through 65 of the Investment Company Act of
1940 (the "Act"), pursuant to the provisions of section 54(c) of the
Act, and in connection with such notice of withdrawal of election
submits the following information:
Name: JMC Group, Inc.
Address of Principal Business Office (No. & Street, City, State, Zip
Code): 9710 Scranton Road, Suite 100, San Diego, CA 92121
Telephone Number (including area code): (619) 450-0055
File Number under the Securities Exchange Act of 1934: 0-12926
Basis for filing the notification of withdrawal:
The Company has changed the nature of its business so as to cease
to be a business development company, and such change was
authorized by the vote of a majority of its outstanding voting
securities. The Company's new business, conducted through wholly-
owned subsidiaries, will be the financial services business
including institutional and retail brokerage, securities
research, trading, investment banking and operation of
transaction processing systems. The date of the stockholders'
meeting at which such change was authorized was August 30, 1999.
The number of votes in favor of the change was 3,613,373 and the
number opposed was 101,800.
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company
has caused this notification of withdrawal of election to be
subject to sections 55 through 65 of the Act to be duly signed on
its behalf in the city of San Diego and state of California on
the day of August 30, 1999.
JMC Group, Inc.
By: /s/ James K. Mitchell
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James. K. Mitchell
Chief Executive Officer
ATTEST:
/s/ Robert E. Jeffords
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Robert E. Jeffords
Assistant Secretary
