[Federal Register Volume 62, Number 134 (Monday, July 14, 1997)]
[Notices]
[Pages 37633-37634]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-18373]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22740; 811-4071]
Bartlett Management Trust; Notice of Application
July 8, 1997.
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: Bartlett Management Trust.
RELEVANT ACT SECTION: Order requested under section 8(f) of the Act.
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATES: The application was filed on February 24, 1997, and
amended on June 24,1997.
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 August 4, 1997,
and should be accompanied by proof of service on the applicant, in the
form of an affidavit 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 Fifth Street, NW., Washington, DC.
20549. Applicant, 36 East Fourth Street, Cincinnati, Ohio 45202.
FOR FURTHER INFORMATION CONTACT:
Kathleen L. Knisely, Staff Attorney, at (202) 942-0517, or Christine Y.
Greenless, 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 an Ohio business trust. On July 19, 1984, applicant filed a
registration statement on Form N-1A under section 8(b) of the Act and
the Securities Act of 1933. The registration statement became effective
and the initial public offering commenced on November 30, 1984.
Applicant consists of one series, Bartlett Cash Reserves Fund (the
``Acquired Fund'').
2. On August 12, 1996, applicant's board of trustees (the
``Board'') approved resolutions authorizing applicant to enter into an
Agreement and Plan of Reorganization and Termination (the ``Plan'')
whereby the assets and liabilities of the Acquired Fund would be
exchanged for shares of Legg Mason Cash Reserve Trust (the ``Acquiring
Fund''). The Acquiring Fund is organized as a Massachusetts business
trust and SEC records indicate that it is a registered investment
company.
3. In approving the Plan, the Board considered, among other things,
that applicant and the Acquiring Fund had similar investment objectives
and policies, there was no compelling reason to maintain and market two
substantially similar funds, and the Acquiring Fund could provide
applicant's shareholders approximately the same return with the added
diversification and liquidity that only a substantially larger fund
could provide.
4. Bartlett & Co., applicant's investment adviser, and Western
Asset Management Company (``Western Company''), the Acquiring Fund's
investment adviser, are both wholly-owned subsidiaries of Legg Mason,
Inc. Consequently, applicant and the Acquiring Fund may be deemed to be
affiliated persons by reason of having investment advisers that are
under common control. Applicant therefore relied on the exemption
provided by rule 17a-8 to effect the transaction.\1\
[[Page 37634]]
Pursuant to rule 17a-8 under the Act, the Board determined that the
proposed reorganization was in the best interest of applicant and that
the interests of the existing shareholders would not be diluted as a
result of the proposed reorganization.
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\1\ Rule 17a-8 provides relief from the affiliated transaction
prohibition of section 17(a) of the Act for a merger of investment
companies that may be affiliated persons of each other solely by
reason of having a common investment adviser, common directors, and/
or common officers. The staff of the Division of Investment
Management has stated that it would not recommend that the
Commission take enforcement action under section 17(a) of the Act if
investment companies that are affiliated persons solely by reason of
having investment advisers that are under common control rely on
rule 17a-8. See e.g., Capital Mutual Funds and Nations Fund Trust
(pub. avail. Feb. 24, 1994).
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5. A proxy statement was filled with the SEC on September 24, 1996,
and distributed to applicant's shareholders on November 5, 1996.
Applicant's shareholders approved the Plan on December 13, 1996.
6. On December 20, 1996 (the ``Closing Date''), there were
35,882,668.46 shares of common stock of the Acquired Fund outstanding
having an aggregate net asset value of $35,873,215.52 and a per share
net asset value of $1.00. Pursuant to the Plan, on the Closing Date,
applicant transferred all of its assets and liabilities to the
Acquiring Fund in exchange solely for shares of the Acquiring Fund.
Shares of the Acquiring Fund were distributed pro rata to shareholders
of the Acquired Fund, causing the liquidation of applicant. The net
asset value of shares of the Acquiring Fund was identical to the net
asset value of shares of the Acquiring Fund owned by such shareholders.
7. Legg Mason Fund Adviser, Inc., the Acquiring Fund's manager, and
Western Company will be liable for all expenses incurred in connection
with the reorganization and with applicant's liquidation and winding
up, including professional fees, printing and mailing expenses, and the
cost of proxy solicitations made by telephone or otherwise. Applicant
incurred no expenses in connection with the reorganization.
8. As of the date of the application, applicant had no
securityholders, liabilities, or assets, and was not a party to any
litigation or administrative proceeding. Applicant is not engaged, nor
does it propose to engage, in any business activities other than those
necessary for the winding up of its affairs.
9. Applicant has filed with the State of Ohio a Resolution of
Withdrawal of Business Trust by the Trustees.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-18373 Filed 7-11-97; 8:45 am]
BILLING CODE 8010-01-M
