[Federal Register Volume 66, Number 122 (Monday, June 25, 2001)]
[Notices]
[Pages 33721-33722]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-15944]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 25006; 812-12108]


The Managers Funds and The Managers Funds LLC; Notice of 
Application

June 20, 2001.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 38(a) of 
the Investment Company Act of 1940 (the ``Act'').

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SUMMARY OF APPLICATION: The Managers Funds (``Managers Funds'') and The 
Managers Funds LLC request an order to rescind a prior order dated 
September 23, 1998 (the ``Prior Order'') \1\ that declared that 
Managers Funds had ceased to be an investment company.
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    \1\ Management of Managers Capital Appreciation Fund (File No. 
811-3752), Investment Company Act Rel. Nos. 23419 (Aug. 38, 1998) 
(notice) and 23458 (Sept. 23, 1998) (order).

FILING DATES: The application was filed on May 22, 2000, and amended on 
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October 20, 2000.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the Commission 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 Commission by 5:30 p.m. on 
July 16, 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 Commission's 
Secretary.

ADDRESSES: Secretary, Commission, 450 fifth Street, N.W., Washington, 
D.C. 20549. Applicants, 40 Richards Avenue, Norwalk, Connecticut 06854.

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).

Applicants' Representations

    1. Managers Funds was organized as a Massachusetts business trust 
under the name The Management of Managers Group of Funds (``Group of 
Funds'') on November 23, 1987. Currently, Managers Funds is a no-load 
mutual fund family composed of eight series, each having distinct 
investment objectives, strategies, risks and policies. The Managers 
Funds LLC (the ``Manager''), a subsidiary of Affiliated Managers Group, 
Inc., is registered as an investment adviser under the Investment 
Advisers Act of 1940 and serves as investment manager to Managers 
Funds.
    2. In May 1983, nine ``Management of Managers'' funds were 
organized as separate Massachusetts business trusts, each with a single 
portfolio and each registered separately under the Act. In 1986 and 
1987, two other funds were added to the complex. Also in 1987, the 
Manager proposed to restructure the Management of Managers complex so 
that each of the funds in the complex would become a series of a single 
registered multi-series fund. To facilitate the reorganization of the 
eleven separate fund registrants into a single surviving fund, Group of 
Funds (later renamed Managers Funds) was organized. On December 30, 
1987, pursuant to approval of a plan of reorganization by the 
shareholders of each fund, the assets of each of the previously 
existing funds in the Management of Managers complex were acquired by 
Group of Funds (the ``Reorganization''). Group of Funds immediately 
adopted the registration statement of each predecessor registrant under 
both the Act and the Securities Act of 1933, and filed an amendment to 
the Form N-1A registration statement of each registrant declaring 
itself to be the successor registrant.
    3. Late in 1988, the filings made by Group of Funds began to be 
recorded under the file number that had been assigned originally to 
Management of Managers Equity Fund (later renamed Management of 
Managers Capital Appreciation Fund) (``Capital Appreciation Fund''), 
one of the original separately registered single funds that operated as 
a series of Group of Funds following the Reorganization. In December 
1988, the Commission updated its records to change the name of this 
registrant to Group of Funds, and in 1991, the name was changed again 
to its present name, Managers Funds.
    4. In 1998, an application under section 8(f) of the Act for an 
order or deregistration was filed for each of the inactive registrants. 
Each application

[[Page 33722]]

stated that the reason for deregistration was the merger of the 
registrant into a successor investment company and identified that 
successor as Group of Funds (file number 811-3752). Eleven applications 
were filed, and, upon filing, each was assigned one of the eleven file 
numbers that had been assigned to the original eleven registrants in 
the Management of Managers complex.\2\ The application for the Capital 
Appreciation Fund was assigned the file number 811-3752, which was the 
file number under which its filings were recorded prior to the 
Reorganization. Because this file number was ultimately assigned to the 
filings of Group of Funds, and is the file number under which the 
Managers Funds' filings are currently being recorded, the Prior Order, 
when issued by the Commission, effectively deregistered Managers Funds.
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    \2\ To ensure the continued registration of a surviving multi-
series fund, ten applications for deregistration should have been 
filed, not eleven.
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    5. Applicants request an order to rescind the Prior Order to ensure 
that Managers Funds is reflected on the Commission's records as a 
continuously reporting, active registered investment company.

Applicants' Legal Analysis

    1. Section 8(f) of the Act provides, in relevant part, that 
whenever the Commission finds that a registered investment company has 
ceased to be an investment company, it shall so declare by order. On 
the effective date of the order, the registration of the company shall 
cease to be in effect.
    2. Section 38(a) of the Act states, in relevant part, that the 
Commission shall have the authority to rescind an order if necessary or 
appropriate to the exercise of the powers conferred upon the Commission 
by the Act.
    3. The Commission issued the prior Order in response to an 
application filed under section 8(f), which sought deregistration for 
the Capital Appreciation Fund, one of the former stand-alone funds that 
merged into, and now operates as a series of, the Managers Funds. 
Applicants submit that the Prior Order was issued in error because 
Managers Funds has not ceased to be an investment company. Applicants 
state that since its organization, its acquisition of the former stand-
alone Management of Managers funds, and its succession to the 
registration statements of each of those funds, Managers Funds has at 
all times been and remained an active investment company, operating 
pursuant to the Act and the rules thereunder and complying with the 
reporting and filing requirements for registered investment companies.
    4. Applicants submit that the requested relief is necessary to 
conform the records of the Commission to the fact that Managers Funds 
is an active investment company complying with the Act and the rules 
thereunder and the reporting and filing requirements for registered 
investment companies.
    5. Applicants request that the Commission rescind the Prior Order 
pursuant to section 38(a) of the Act, effective as of the date of the 
Prior Order. Applicants submit that the requested relief is necessary 
and appropriate to the exercise of the Commission's powers under the 
Act.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-15944 Filed 6-22-01; 8:45 am]
BILLING CODE 8010-01-M