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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
APPLICATION PURSUANT TO SECTION 8(f) OF THE INVESTMENT COMPANY
ACT OF 1940 (the "Act") AND RULE 8f-1 THEREUNDER FOR ORDER
DECLARING THAT COMPANY
HAS CEASED TO BE AN INVESTMENT COMPANY
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1):
[_] 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:
Pegasus Variable Funds
3. Securities and Exchange Commission File No.: 811-8854
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):
NBD Bank
c/o Banc One Investment Advisors Corporation
1111 Polaris Parkway, P.O. Box 710211
Columbus, OH 43271-0211
(Attn: Beverly J. Langley)
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6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Michael E. Dresnin
Drinker Biddle & Reath LLP
One Logan Square
18/th/ & Cherry Streets
Philadelphia, PA 19103
(215) 988-2728
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]:
NBD Bank, c/o Banc One Investment Advisors Corporation, 1111 Polaris
Parkway, P.O. Box 710211, Columbus, OH 43271-0211. Attention: Beverly J.
Langley (614) 213-2316 (records relating to NBD Bank's function as former
adviser).
First Chicago NBD Investment Management Company, c/o Banc One Investment
Advisors Corporation, 1111 Polaris Parkway, P.O. Box 710211, Columbus, OH
43271-0211. Attention: Beverly J. Langley (614) 213-2316 (records
relating to First Chicago NBD Investment Management Company's function as
advisor).
First Chicago NBD Investment Management Company c/o BISYS Fund Services,
3435 Stelzer Road, Columbus, OH 43219, (614) 470-8000 (records related to
First Chicago NBD Investment Management Company's Function as co-
administrator).
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219, (614) 470-
8000 (records relating to its functions as distributor and co-
administrator).
Drinker Biddle & Reath LLP, One Logan Square, 18/th/ and Cherry Streets,
Philadelphia, PA 19103-6996, (215) 988-2700 (Registrant's Declaration of
Trust, By-Laws and Minute Books).
PFPC Inc., 4400 Computer Drive, Westborough, Massachusetts 01581-5120,
(508) 871-9135 (records relating to its function as transfer agent and
dividend disbursing agent).
NBD Bank, c/o Bank One Trust Company, N.A., 1900 Polaris Parkway, Columbus,
OH 43240. Attention: Brian Goldman (614) 248-1166 (records relating to
NBD Bank's function as custodian).
Nationwide Investors Services, Inc., Three Nationwide Plaza, Columbus, Ohio
43215, (614) 249-7111 (records relating to its function as transfer agent
and dividend disbursing agent).
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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
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:
First Chicago NBD Investment Management Company (Adviser)
Three First National Plaza
Chicago, IL 60670
First Chicago Investment Management Company (Co-adviser)
Three First National Plaza
Chicago, IL 60670
NBD Bank (Co-adviser)
611 Woodland Avenue
Detroit, MI 48226
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:
BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219-3035
First of Michigan Corporation (Co-distributor)
100 Renaissance Center
26/th/ Floor
Detroit, MI 48243
Essex National Securities, Inc. (Co-distributor)
215 Gateway Road West
Napa, CA 94558
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13. If the fund is a unit investment trust ("UIT") provide:
N/A
(a) Depositors' 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): Hartford Life and Annutiy Insurance Company Separate Account
Six
File No.: 811-8860
Business Address: 200 Hopmeadow Street, Simsbury, CN 06089
Name(s): Hartford Life and Annutiy Insurance Company ICMG Registered
Variable Life Separate Account One
File No.: 811-7387
Business Address: 200 Hopmeadow Street, Simsbury, CN 06089
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 12, 1999
If No, explain:
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(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of Registration?
[_] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain:
A shareholder vote was unnecessary. The SEC issued on order permitting the
substitution of shares. If an order was not obtained, then Pegasus Venable
Funds would have had to approve a merger of each of its portfolios with a
One Group Investment Trust portfolio.
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:
March 31, 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:
Were any distributions to shareholders made in kind?
[X] Yes [_] No
If Yes, indicate the percentage of fund shares owned by affiliates or any
other affiliation of shareholders:
As of March 31, 1999, 100% of the shares of Pegasus Variable Funds were
owned by Hartford Life and Annuity Insurance Company.
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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
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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:
Legal (Drinker Biddle & Reath) $ 4,361.87
Legal (Ropes & Gray) $29,327.50
(ii) Accounting expenses:
None
(iii) Other expenses (list and identify separately):
None
(iv) Total expenses:
$33,689.37
(b) How were those expenses allocated?
See answer to (c).
(c) Who paid those expenses?
Pegasus Variable Funds paid the legal expenses incurred by Drinker
Biddle & Reath LLP. One Group Investment Trust paid the legal
expenses incurred by Ropes & Gray.
(d) How did the fund pay for unamortized expenses (if any)?
Not applicable.
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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 number 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:
Not applicable
(b) State the Investment Company Act file number of the fund surviving the
Merger:
Not applicable
(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:
Not applicable
(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, as amended, on behalf of the Pegasus Variable Funds, (ii) he is the
Secretary of Pegasus Variable Funds, 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 knowledge, information, and belief.
Date: June 8, 2000 /s/ W. Bruce McConnel, III
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W. Bruce McConnel, III
Secretary
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PROPOSED NOTICE
PEGASUS VARIABLE FUNDS; NOTICE OF APPLICATION
INVESTMENT COMPANY ACT OF 1940
RELEASE NO. IC-____________; FILE NO. 811-____
DATE: _________________, 2000
TEXT:
AGENCY: Securities and Exchange Commission ("SEC")
ACTION: Notice of application for deregistration under the Investment Company
Act of 1940, as amended (the "1940 Act").
APPLICANT: Pegasus Variable Funds ("Applicant" or "Pegasus Variable").
RELEVANT 1940 ACT SECTION: Order requested under Section 8(f).
SUMMARY OF APPLICATION: Applicants request an order declaring that it has
ceased to be an investment company under the 1940 Act.
FILING DATE: The application was filed on _______________, 2000.
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. Requests for a hearing should be received
by the SEC by 5:30 p.m. on ______________, 2000, and should be accompanied by
proof of service on Applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Requests for a hearing 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, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Applicant, c/o W. Bruce McConnel, III, Esq.,
Drinker Biddle & Reath LLP, One Logan Square, 18/th/ & Cherry Streets,
Philadelphia, Pennsylvania 19103-6996.
FOR FURTHER INFORMATION CONTACT: __________________, Staff Attorney at (202)
942-_____, or _________________, Branch Chief, at (202) 942-_____, (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 at the SEC'S Public Reference
Branch.
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APPLICANTS' REPRESENTATIONS:
1. Applicant is an open-end management investment company organized as a
Delaware business trust. Applicant registered under Section 8(a) of the
1940 Act on November 10, 1994 and filed a Registration Statement on Form N-
1A on November 10, 1994 pursuant to Section 8(b) of the 1940 Act.
2. At meetings of the Board of Trustees of the Applicant held on August 12-13,
September 27-28, October 30, November 5, November 19, November 23 and
December 16, 1998 and January 12, 1999, the Board authorized on behalf of
the Applicant the execution and filing with the SEC of an application
pursuant to Sections 26(b), 17(a) and 17(b) of the 1940 Act, by Hartford
Life and Annuity Insurance Company ("Hartford") to permit Hartford to carry
out certain substitutions of securities by redeeming "in kind" shares
issued by Pegasus Variable (the "Substitution Application").
3. Under the Substitution Application, Hartford proposed to substitute shares
of the One Group Investment Trust Bond Portfolio for shares of the Pegasus
Variable Bond Fund, shares of the One Group Investment Trust Diversified
Equity Portfolio for shares of the Pegasus Variable Growth and Value Fund,
shares of the One Group Investment Trust Diversified Mid Cap Portfolio for
shares of the Pegasus Variable Mid Cap Opportunity Fund, shares of the One
Group Investment Trust Large Cap Growth Portfolio for shares of the Pegasus
Variable Growth Fund and shares of the One Group Investment Trust Mid Cap
Value Portfolio for shares of the Pegasus Variable Intrinsic Value Fund.
Hartford proposed to carry out the substitutions by redeeming the shares
issued by the Applicants in kind and using the redemption proceeds to
purchase the shares issued by One Group Investment Trust.
4. With respect to the substitution of shares of One Group Investment Trust
Bond Portfolio for shares of Pegasus Variable Bond Fund, shares of the One
Group Investment Trust Diversified Mid Cap Portfolio for shares of Pegasus
Variable Mid Cap Opportunity Fund, shares of One Group Investment Trust
Diversified Equity Portfolio for shares of Pegasus Variable Growth and
Value Fund, and shares of One Group Investment Trust Mid Cap Value
Portfolio for shares of the Pegasus Variable Instrinsic Value Fund, One
Group Investment Trust created new investment portfolios including the Bond
Portfolio, Diversified Mid Cap Portfolio, Diversified Equity Portfolio and
Mid Cap Value Portfolio. These replacement funds have an investment
objective that is virtually or substantially similar to that of its Pegasus
Variable counterpart and the funds pursue such objectives using similar
investment policies. As a result, the effect of these four substitutions
was to transfer the Applicant's Funds in tact to the One Group Investment
Trust.
5. With respect to the substitution of shares of One Group Investment Trust
Large Cap Growth Portfolio for shares of Pegasus Variable Growth Fund, the
One Group Investment Trust Large Cap Growth Portfolio had substantially the
same investment objective as the Pegasus Variable Growth Fund. The effect
of the substitution was to leave the One Group Investment Trust Large Cap
Growth Portfolio in tact and to transfer the Pegasus Variable Growth Fund
securities into the existing fund.
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6. The original Substitution Application was filed by Hartford with the SEC on
November 10, 1998 pursuant to Section 26(b) of the 1940 Act and Section
17(b) of the 1940 Act. An Amended and Restated Substitution Application
pursuant to the same Sections was filed by Hartford on February 12, 1999.
7. Hartford received an order from the SEC on March 17, 1999 pursuant to
Sections 17(a) and 26(b) of the 1940 Act, approving the proposed
substitutions by Hartford and exempting the redemption of shares of each
Pegasus Variable Fund in kind and using those proceeds to purchase shares
of the corresponding One Group Investment Trust portfolio.
8. On March 31, 1999 pursuant to the Substitution Application, the shares of
One Group Investment Trust's portfolios were substituted for the respective
shares of Applicant's Funds. The substitutions were effected at the
respective net asset values and conformed substantially with the conditions
enumerated in Rule 17a-7.
9. Expenses incurred in connection with the Substitutions were paid for by
Hartford. However, the Applicant and One Group Investment Trust were
responsible for their own legal expenses in connection with the
Substitution Application.
10. Applicant has retained no assets. Applicant has no outstanding debts or
liabilities. Applicant is not currently a party to any litigation or
administrative proceeding. As of the date of this filing, Applicant has no
security holders. Applicant is not now engaged, nor does it propose to
engage, in any business activities other than those necessary for the
winding up of its affairs. Applicant has no security holders to whom
distributions in complete liquidation has not been made. Applicant intends
to file the necessary documentation with the State of Delaware to effect
its dissolution as a Delaware business trust.
For the SEC, by the Division of Investment Management, pursuant to
delegated authority.
_____________________________________
Jonathan G. Katz
Secretary
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