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###### Securities and Exchange Commission

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

# 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”).

# 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.                    

# FILING DATES:

The application was filed on May 22, 2000, and amended on 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                           ( print 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.                

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.

# Footnotes

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).                        
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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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[FR Doc. 01-15944 Filed 6-22-01; 8:45 am]

BILLING CODE 8010-01-M