[Federal Register Volume 60, Number 5 (Monday, January 9, 1995)]
[Notices]
[Page 2424]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-429]



[[Page 2424]]

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 20815; File No. 811-6244]


Muir Investment Trust; Application for Deregistration

December 30, 1994.
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: Muir Investment Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATE: The application on Form N-8F was filed on December 9, 
1994.

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 January 24, 
1995, and should be accompanied by proof of service on 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 who wish to 
be notified of a hearing may request notification by writing to the 
SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549. 
Applicant, 325 Sharon Park Drive #303, Menlo Park, California 94025.

FOR FURTHER INFORMATION CONTACT:
James J. Dwyer, Staff Attorney, at (202) 942-0581, or C. David Messman, 
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 at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end diversified management investment 
company organized as a Delaware business trust. On February 26, 1991, 
applicant registered under the Act as an investment company, and filed 
a registration statement on Form N-1A under section 8(b) of the Act and 
the Securities Act of 1933 to register an indefinite number of shares 
of it series, Muir California Tax-Free Bond Fund. The registration 
statement became effective on June 10, 1991, and applicant's initial 
public offering commended on or about June 12, 1991.
    2. On November 22, 1993 and December 13, 1993, applicant's board of 
trustees approved an agreement and plan of reorganization (the 
``Plan'') whereby applicant would transfer substantially all of its 
assets and liabilities to Muir California Tax-Free Income Portfolio 
(the ``Acquiring Fund''), a new series of Working Assets Common 
Holdings (the ``Acquiring Company''), a Massachusetts business trust 
registered under the Act. Applicant's trustees stated in a combined 
proxy statement/prospectus dated March 30, 1994 that the reorganization 
would keep costs under control and gain economies of scale while 
maintaining applicant's strict socially responsible investment 
philosophy.
    3. Applicant and Acquiring Fund share a common investment 
subadviser, GMG/Seneca Capital Management. Accordingly, applicant and 
Acquiring Fund may be deemed to be affiliated persons of each other. 
Applicant therefore relied on the exemption provided by rule 17a-8 
under the Act to effect the reorganization. Consequently, in accordance 
with rule 17a-8, applicant's trustees determined on December 13, 1993, 
and the trustees of Acquiring Fund determined on January 18, 1994, that 
the purchase of the assets of applicant by Acquiring Fund was in the 
best interests of the shareholders of each investment company, and that 
such purchase would not result in any dilution to the interests of the 
existing shareholders of each company.\1\

    \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.
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    4. Preliminary proxy materials were filed with the SEC on January 
31, 1994, and mailed to applicant's shareholders on or about April 8, 
1994. Applicant's shareholders voted to approve the Plan at a special 
meeting held on May 3, 1994. Definitive proxy materials relating to the 
Plan were mailed for filing with the SEC on May 23, 1994.
    5. As of May 13, 1994, applicant had 1,114,801 shares outstanding, 
having an aggregate net asset value of $17,111,140 and a per share net 
asset value of $15.35. On that date, pursuant to the Plan, applicant 
transferred substantially all of its assets and liabilities to 
Acquiring Fund in exchange for a number of full and fractional shares 
of Acquiring Fund equal in number to applicant's outstanding shares. 
The net asset value of a share of Acquiring Fund was equal to the net 
asset value of a share of applicant. Applicant then distributed to its 
shareholders pro rata the Acquiring Fund shares it received, in 
complete liquidation of applicant.
    6. No brokerage commissions were paid in connection with the 
reorganization. Pursuant to the Plan, Working Assets Capital 
Management, the investment adviser of Acquiring Fund, agreed to pay 
$10,000 towards legal fees and to pay the costs of printing, mailing, 
and proxy solicitation. All other expenses in connection with the 
reorganization were borne by Muir California Tax-Free Bond Fund or its 
sponsor, Sand County Securities, L.P.
    7. At the time of the application, applicant had no shareholders, 
assets, or liabilities. To the best of its knowledge, applicant is not 
a party to any litigation or administrative proceeding. Applicant is 
not engaged in, nor does its propose to engage in, any business 
activities other than those necessary for the winding up of its 
affairs.
    8. Applicant will take all action required by state law to 
terminate as a Delaware business trust, including filing a certificate 
of merger with the Delaware Secretary of State.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-429 Filed 1-6-95; 8:45 am]
BILLING CODE 8010-01-M