[Federal Register Volume 61, Number 225 (Wednesday, November 20, 1996)]
[Notices]
[Pages 59121-59122]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-29615]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Rel. No. 22333; 811-7191]


The Shawmut Funds; Notice of Application

November 13, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

APPLICANT: The Shawmut Funds.

RELEVANT ACT SECTION: Order requested under section 8(f).

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

FILING DATES: The application was filed on July 29, 1996. Applicant has 
agreed to file an amendment during the notice period, the substance of 
which is included in this notice.

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 9, 
1996, 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, Federated Investors Tower, Pittsburgh, PA 15222-3779.

FOR FURTHER INFORMATION CONTACT:
Harry Eisenstein, Staff Attorney, at (202) 942-0552, or Alison E. Baur, 
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 SEC's Public Reference Branch.

Applicant's Representations

    1. On August 24, 1992, applicant, an open-end investment company 
organized as a Massachusetts business trust, filed a Notification of 
Registration on Form N-8A and a registration statement on Form N-1A 
pursuant to section 8(b) of the Act and the Securities Act of 1933. The 
registration statement was declared effective on December 1, 1992, and 
applicant's initial public offering commenced on December 14, 1992.
    2. Applicant consists of eleven separate portfolios: Shawmut Prime 
Money Market Fund (``Prime Money Fund''); Shawmut Connecticut Municipal 
Money Market Fund (``Connecticut Money Fund''); Shawmut Massachusetts 
Municipal Money Market Fund (``Massachusetts Money Fund''); Shawmut 
Limited Term Income Fund (``Limited Term Fund''); Shawmut Intermediate 
Government Income Fund (``Intermediate Government Fund''); Shawmut 
Fixed Income Fund (``Fixed Income Fund''); Shawmut Connecticut 
Intermediate Municipal Income Fund (``Connecticut Intermediate Fund''); 
Shawmut Massachusetts Intermediate Municipal Income Fund 
(``Massachusetts Intermediate Fund''); Shawmut Growth and Income Equity 
Fund (``Growth and Income Fund''); Shawmut Growth Equity Fund (``Growth 
Equity Fund''); and Shawmut Small Capitalization Equity Fund (``Small 
Cap Fund''). All of the Funds except Massachusetts Money Fund and 
Connecticut Intermediate Fund consist of two classes of shares: Trust 
Shares and Investment Shares. Massachusetts Money Fund and Connecticut 
Intermediate Fund each have one undesignated class of shares.
    3. On August 23, 1995, applicant's Board of Trustees (``Board'') 
approved a reorganization plan whereby corresponding portfolios of The 
Galaxy Fund would acquire all of applicant's assets in exchange for 
shares of The Galaxy Fund to be distributed pro rata by applicant to 
its shareholders in complete liquidation and dissolution of applicant 
(``Reorganization''). A registration statement on form N-14 relating to 
the reorganization was filed by The Galaxy Fund with the SEC on August 
21, 1995. Applicant states that the primary reason for the 
Reorganization was the merger between Shawmut National Corporation 
(``Shawmut''), the parent of applicant's investment adviser, Shawmut 
Bank, N.A. (``Shawmut Adviser''), and Fleet Financial Group, Inc. 
(``Fleet''), the parent of The Galaxy Fund's investment adviser, Fleet 
Investment Advisors Inc.

[[Page 59122]]

(``Galaxy Adviser''). The Board noted that the investment advisory 
contract between applicant and the Shawmut Adviser would be terminated 
and that the Shawmut Adviser and the Galaxy Adviser would become 
affiliated persons as a consequence of the Reorganization. Accordingly, 
the Board determined such reorganization was in the best interests of 
applicant's shareholders.
    4. Applicant states that the Reorganization was undertaken in 
compliance with rule 17a-8. In addition to determining that the 
Reorganization was in the best interests of applicant's shareholders, 
the Board also determined that the interests of existing shareholders 
of applicant would not be diluted as a result of the sales of 
applicant's net assets to The Galaxy Fund.
    5. On September 8, 1995, preliminary copies of a combined proxy/
prospectus were filed with the SEC. On September 29, 1995, a definitive 
proxy/prospectus was transmitted to the SEC and subsequently mailed to 
applicant's shareholders. At a special meeting of applicant's 
shareholders on October 30, 1995, applicant's shareholders approved the 
reorganization plan.
    6. On December 4, 1995, the properties and assets of each of 
applicant's portfolios were valued and subsequently conveyed to a 
corresponding portfolio of The Galaxy Fund. Applicant's shareholders 
received Trust Shares or Retail Shares, respectively, in the 
corresponding portfolio of The Galaxy Fund equal in value to their 
Trust Shares or Investment Shares, respectively, in complete 
liquidation of applicant. No brokerage commissions were paid as a 
result of the above-mentioned conveyance.
    7. Pursuant to the reorganization, four of The Galaxy Fund 
portfolios, Connecticut Municipal Money Market Fund, Massachusetts 
Municipal Money Market Fund, Growth and Income Fund, and Small Cap 
Value Fund had nominal assets and liabilities before the reorganization 
and were designed to continue investment operations of applicant's 
Connecticut Money Fund, Massachusetts Money Fund, Growth and Income 
Fund, and Small Cap Fund.
    8. Applicant's remaining seven portfolios transferred substantially 
all of their assets and known liabilities to the remaining portfolios 
of The Galaxy Funds as follows: Prime Money Fund, Limited Term Fund, 
Fixed Income Fund, Intermediate Government Fund, Connecticut 
Intermediate Fund, Massachusetts Intermediate Fund, and Growth Equity 
Fund, respectively, transferred into Money Market Fund, Short-Term Bond 
Fund, Corporate Bond Fund, Intermediate Government, Income Fund, 
Connecticut Municipal Bond Fund, Massachusetts Municipal Bond Fund, and 
Equity Growth Fund, respectively.\1\
---------------------------------------------------------------------------

    \1\ As of the date of the reorganization, the Corporate Bond 
Fund had issued only Trust Shares. Therefore, holders of both Trust 
Shares and Investment Shares of the Fixed Income Fund received Trust 
Shares of the Corporate Bond Fund. Applicant states that the fee/
load structure of the Trust Shares of the Corporate Bond Fund is 
lower than that of the Investment Shares of the Fixed Income Fund. 
Applicant thus believes that the holders of Investment Shares will 
benefit from receiving the Trust Shares.
---------------------------------------------------------------------------

    9. Expenses of the reorganization were borne by one or both of 
Shawmut and Fleet.
    10. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is neither engaged, 
nor proposes to engage, in any business activities other than those 
necessary for the winding-up of its affairs.
    11. Applicant continues to exist as a business trust under the laws 
of the Commonwealth of Massachusetts. Applicant represents that it will 
terminate its existence upon receipt of notice and order from the 
Commission that is 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. 96-29615 Filed 11-19-96; 8:45 am]
BILLING CODE 8010-01-M