Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Securities and Exchange Commission

          - [Investment Company Act Release No. 25005; 811-5982]

# AGENCY:

Securities and Exchange Commission (“SEC”).

# ACTION:

Notice of Application for Deregistration under section 8(f) of the Investment Company Act of 1940 (the “Act”).

# Summary of Application: 

Applicant requests an order declaring that it has ceased to be an investment company.

# Filing Date: 

The application was filed on December 11, 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. Hearing requests should be received by the SEC by 5:30 p.m. on July 13, 2001, 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, c/o A. John Pappalardo, Esq., and K. Robert Bertram, Esq., Eckert Seamans Cherin & Mellott, LLC, 213 Market Street, 8th Floor, Harrisburg, PA 17101.

# FOR FURTHER INFORMATION CONTACT:

Diane L. Titus, Paralegal Specialist, at (202) 942-0584, or Mary Kay Frech, 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 Commission's Public Reference Branch, 450 Fifth Street, NW, Washington, DC 20549 (telephone (202) 942-8090).

## Applicant's Representations

1. Applicant is an open-end, non-diversified management investment company organized as a trust under the laws of the State of Delaware. On December 19, 1989, applicant filed a notification of registration under section 8(a) of the Act on Form N-8A. SEC records indicate that on December 19, 1989, applicant filed a registration statement on Form N-1A that became effective on June 4, 1990.

2. As of the date of the application, beneficial interests in applicant were held by one natural person, Mr. Charles G. Dyer.

3. As of December 7, 2000, the assets of applicant totaled approximately $3,000. Applicant's liabilities totaled approximately $36,000, consisting primarily of investment advisory fees, custodian and administrator charges, and legal and accounting expenses.

4. Applicant currently is not a party to any litigation or administrative proceeding, except the administrative proceeding instituted by the SEC's Division of Enforcement and captioned: In the Matter of Hawthorne Investment Trust, Hawthorne Associates, Inc., Mustang Capital, LLC and Charles G. Dyer. The application is submitted in connection with that proceeding.

## Applicant's Legal Analysis

                    1. Section 8(f) of the Act provides that whenever the SEC, upon application or its own motion, finds that a registered investment company has ceased to be an investment company, the SEC shall so declare by order and upon the taking                           ( print page 33724)                        effect of such order, the registration of such company shall cease to be in effect.                

2. Section 3(c)(1) of the Act provides that an issuer is not an investment company within the meaning of the Act if its outstanding securities (other than short-term paper) are beneficially owned by not more than 100 persons and it is not making and does not propose to make a public offering of its securities.

3. Applicant states that it is not an investment company within the meaning of section 3(c)(1) of the Act because its outstanding securities are owned by one natural person and it is not making and does not presently propose to make a public offering of its securities.

4. Applicant will conduct its business so as to remain exempt from registration as an investment company pursuant to section 3(c)(1) or another provision of the Act. Applicant will adopt procedures reasonably designed to ensure that it remains exempt from registration under the Act. Applicant estimates that it will wind up operations and liquidate its remaining assets within 30 days of the date of the requested ordered. Accordingly, applicant requests that the SEC issue an order declaring that it has ceased to be an investment company.

For the SEC, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01-15849  Filed 6-22-01; 8:45 am]

BILLING CODE 8010-01-M