[Federal Register Volume 59, Number 227 (Monday, November 28, 1994)]
[Unknown Section]
[Page ]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-29216]


[Federal Register: November 28, 1994]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-20719; 811-4498]


The Baker Fund; Notice of Application

November 18, 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: The Baker Fund.

relevant act section: Section 8(f).

summary of application: Applicant requests an order declaring that it 
has ceased to be an investment company under the Act.

filing date: The application was filed on February 14, 1993, and 
amended on March 1, 1994, June 22, 1994, and November 1, 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 December 13, 
1994, 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 may request 
notification of a hearing by writing to the SEC's Secretary.

addresses: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, 1601 N.W. Expressway, Suite 2000, Oklahoma City, 
Oklahoma 73118-1426.

for further information contact: Felice R. Foundos, Senior Attorney, 
(202) 942-0571, or Robert A. Robertson, Branch Chief, (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, a Massachusetts trust, is an open-end management 
company that may issue more than one series of shares with each series 
representing a separate investment portfolio. On November 25, 1985, 
applicant registered under the Act as an investment company and filed a 
registration statement under the Securities Act of 1933 to register 
shares for two series: the Equity Series and the U.S. Government Series 
(currently, the U.S. Government Capital Accumulation Series and 
referred to herein as the ``Accumulation Series'').\1\ The registration 
statement was declared effective on September 4, 1986, and applicant's 
initial public offering commenced immediately thereafter. On April 30, 
1990 and February 24, 1992, applicant filed post-effective amendments 
to register shares for two new series: the U.S. Government Adjustable 
Rate Series (the ``Adjustable Rate Series'') and the Oklahoma Municipal 
Bond, Tax Free Series (the ``Oklahoma Series''), respectively. The 
amendments were effective on the date of filing and the public offering 
for the respective series commenced immediately thereafter.
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    \1\On October 26, 1990, the U.S. Government Series changed its 
investment objectives and name to the U.S. Government Capital 
Accumulation Series pursuant to majority shareholder vote.
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    2. During the period from 1987 to 1990, the Equity Series performed 
poorly and, as a result, a substantial number of shareholders redeemed 
their shares. As of June 30, 1990, the Equity Series had only 12 
shareholders. In addition, applicant's investment adviser at the time, 
James Baker & Company (``James Baker''), determined that it would no 
longer subsidize the Equity Series through reimbursements of expenses 
as it had done in prior years. Shareholders were notified of this 
determination by letter dated October 3, 1990. As a result, all 
shareholders of Equity Series other than James Baker redeemed their 
shares. At a shareholder meeting held on October 26, 1990, James Baker, 
as sole shareholder, approved the liquidation of the Equity Series and 
redeemed its shares at net asset value shortly thereafter.
    3. In December 1992, James Baker & Associates (the successor to 
James Baker and referred to herein as ``James Baker II'') notified the 
Oklahoma Series board of trustees that it also would no longer 
subsidize the Oklahoma Series through reimbursements of expenses. 
Shareholders were notified of this determination by letter dated 
December 12, 1992. As a result, the public shareholders redeemed their 
shares at net asset value. As of February 28, 1993, James Baker II was 
the sole remaining shareholder. On March 19, 1993, James Baker II voted 
to liquidate the series and redeemed its shares at net asset value 
shortly thereafter.
    4. The portfolio securities for both the Equity Series and the 
Oklahoma Series were liquidated at market value to fund the public 
shareholders' redemptions. Accordingly, at the time of liquidation, 
both series no longer maintained a portfolio of securities. No 
brokerage commissions were incurred with these transactions.
    5. On June 29, 1993, applicant's board of trustees approved 
termination of the Adjustable Rate Series and the Accumulation Series 
and the liquidation of applicant. On September 1, 1993, applicant 
mailed proxy materials to the shareholders of each series. At a joint 
meeting held on September 17, 1993, the shareholders of the series 
approved the termination of their respective series and the liquidation 
of applicant.
    6. Pursuant to the liquidation, the portfolio securities of the 
Adjustable Rate Series and the Accumulation Series, which consisted of 
U.S. government or agency issued securities, were sold at market value. 
No brokerage commissions were incurred in these transactions.
    7. In connection with the liquidation, the Adjustable Rate Series 
paid approximately $2,289,463 to its redeeming shareholders and the 
Accumulation Series paid approximately $14,559,895 to its redeeming 
shareholders. Shares were redeemed at net asset value of the respective 
series.
    8. James Baker II will bear all the costs for the liquidation of 
applicant.
    9. As of the date of the application, applicant had no assets, 
debts or liabilities, and was not a party to any litigation or 
administrative proceeding.
    10. On June 30, 1994, applicant filed a notice of termination with 
the Secretary of State of the Commonwealth of Massachusetts which 
terminated its existence.
    11. Applicant is neither engaged in nor proposes to engage in any 
business activities other than those necessary for the winding up of 
its affairs.

    For the Commission, by the Division of Investment Management 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-29216 Filed 11-25-94; 8:45 am]
BILLING CODE 8010-01-M