[52,351] Form N-8F
[Adopted in Release No. IC-10237 (81,956), effective July 1, 1978, 43 F.R.
21664; amended in Release No.IC-23786 ((86,132), effective June 1, 1999, 64
F.R. 19469.]
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UNITED STATES
SECURITITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment
Companies.
Instructions for using Form N-8F
This form may be filed by an investment company ("fund) that is
currently registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 ("Act"), is seeking to
deregister, and is in one of the four categories in Instruction 1 below.
1. To use this form, the fund must be seeking to deregister under one of
the following circumstances identified in rule 8f-1 [17 CFR 270.8f-1]:
(a) The fund has (i) sold substantially all of its assets to another
registered fund or (ii) merged into or consolidated with another
registered fund ("Merger");
(b) The fund has distributed substantially all of its assets to its
shareholders and has completed, or is in the process of, winding up
its affairs ("Liquidation");
(c) The fund qualifies for an exclusion from the definition of
"investment company" under section 3(c) (i) or section 3(c)(7) of
the Act ("abandonment of Registration"); or
(d) The fund has become a business development company ("Business
Development Company").
2. If the fund is not eligible to use this form, refer to rule 0-2 under the
Act [17 CFR 270.0-2] for general instructions on filing an application
with the Commission. Applications for deregistration pursuant to rule
0-2 must be submitted electronically in accordance with rule 101
(a)(1)(iv) of Regulation S-T[17 CFR 232.101(a)(1)(iv)] and the
EDGAR Filer Manual.
3. This form and all exhibits must be submitted electronically to the
Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T
[17 CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
4. Amendments to this form also must be filed electronically (see
Instruction 3 above), and must include a verification identical to the
one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.
Funds are reminded of the requirement to timely file a final Form N-SAR
with the Commission. See rule 3061-1 under the Act [17 CFR 270.30b1-
1];
Form N-SAR [17 CFR 274.101].
SEC's Collection of Information
An agency many not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently valid
OMB control number. A fund that wishes to deregister and is in one of
the four categories in Instruction 1 may use this form. The principal
purpose of this collection of information is to enable the Commission to
determine that a registered investment company has ceased to be an
investment company as defined by the Act or is a business development
company. The Commission estimates that the burden for completing this
form will be approximately 3 hours per filing. Any member of the public
may direct to the Commission any comments concerning the accuracy of
the burden estimate of this form, and any suggestions for reducing this
burden. This collection of information has been reviewed by the Office
of Management and Budget in accordance with the clearance requirements
of 44 U.S.C. 3507. Responses to this collection of information will not
be kept confidential.
TEXT OF THE FORM BEGINS ON THE NEXT PAGE
I. General Identifying Information
1. Reason fund is applying to deregister (check only one, for description,
see Instruction 1 above):
[ ] Merger
[x] 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: Canada Life of America Series Fund, Inc.
3. Securities and Exchange Commission File No.: 811-5816
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):
330 University Avenue, Toronto, Ontario, Canada
M5G 1R8
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Name: Mukesh Sharma, TEL: (416) 597-1456
Address: 330 University Avenue, Toronto, Ontario,
Canada M5G 1R8
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]:
Canada Life Assurance Company
Attn: D.V. Rough Tel: (416) 597-1456
330 University Avenue Toronto, Ontario, Canada M5G 1R8
and
Canada Life Insurance Company of America
6201 Powers Ferry Road, N.W, Suite 600, Atlanta,
Georgia 30339.
USA
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the period
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):
Delaware under Section 2-418 of the Maryland
General Corporation Law.
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:
Investment Adviser:
CL Capital Management, Inc. 6201 Power Ferry Road,
NW Atlanta, GA 30339. USA
Investment Sub-advisers:
Laketon Investment Management Ltd.
130 Adelaide Street West, Suite 3000, Toronto,
Ontario. Canada M5H 3P5
J. & W. Seligman & Co., Incorporated
100 Park Avenue, New York 10017. USA
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:
Not applicable
13. If the fund is a unit investment trust ("UIT") provide:
(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)?
[x] Yes [ ] No
If Yes, for each UIT state:
Name(s):
Canada Life of America Variable Annuity
Account 1
Canada Life of New York Variable Annuity
Account 1
File No.: 811________
Business Address:
Canada Life Insurance Company of America
6201 Powers Ferry Road, Atlanta, Georgia 30339 USA
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:
May 18, 2000
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
If Yes, state the date on which the shareholder vote took place:
On May 19, 2000 by Canada Life Insurance
Company of America as a sole shareholder
of Canada Life of America Series Fund, Inc.
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:
May 30, 2000
(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:
Were any distributions to shareholders made in kind?
[ ] Yes [x] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
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?
[ ] Yes [x] 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
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
(c) 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: $14,000.00 (estimated)
(ii) Accounting expenses: $25,000.00
(iii) Other expenses (list and identify separately):
Trades commission paid by CLICA $49,735.34
(iv) Total expenses (sum of lines (i)-(iii) above):
$88,735.34
(d) How were those expenses allocated?
Expenses allocated to Canada Life Insurance Company
of America ("CLICA")
(e) Who paid those expenses?
Paid by CLICA
(f) 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 Liquidation?
[ ] 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:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-_____
(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:
(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.
VEFIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Canada Life of America Series Fund, Inc. (ii)
(Name of Fund)
he or she is the Treasurer of Canada Life of America Series
(Title) (Name of Fund)
Fund,Inc., 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.
(Signature)
_________-/s/-__________
D. V. Rough
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