[Federal Register Volume 62, Number 134 (Monday, July 14, 1997)]
[Notices]
[Pages 37633-37634]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-18373]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22740; 811-4071]


Bartlett Management Trust; Notice of Application

July 8, 1997.
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: Bartlett Management Trust.

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

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

FILING DATES: The application was filed on February 24, 1997, and 
amended on June 24,1997.

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 August 4, 1997, 
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, 36 East Fourth Street, Cincinnati, Ohio 45202.

FOR FURTHER INFORMATION CONTACT:
Kathleen L. Knisely, Staff Attorney, at (202) 942-0517, or Christine Y. 
Greenless, 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. Applicant is an open-end management investment company organized 
as an Ohio business trust. On July 19, 1984, applicant filed a 
registration statement on Form N-1A under section 8(b) of the Act and 
the Securities Act of 1933. The registration statement became effective 
and the initial public offering commenced on November 30, 1984. 
Applicant consists of one series, Bartlett Cash Reserves Fund (the 
``Acquired Fund'').
    2. On August 12, 1996, applicant's board of trustees (the 
``Board'') approved resolutions authorizing applicant to enter into an 
Agreement and Plan of Reorganization and Termination (the ``Plan'') 
whereby the assets and liabilities of the Acquired Fund would be 
exchanged for shares of Legg Mason Cash Reserve Trust (the ``Acquiring 
Fund''). The Acquiring Fund is organized as a Massachusetts business 
trust and SEC records indicate that it is a registered investment 
company.
    3. In approving the Plan, the Board considered, among other things, 
that applicant and the Acquiring Fund had similar investment objectives 
and policies, there was no compelling reason to maintain and market two 
substantially similar funds, and the Acquiring Fund could provide 
applicant's shareholders approximately the same return with the added 
diversification and liquidity that only a substantially larger fund 
could provide.
    4. Bartlett & Co., applicant's investment adviser, and Western 
Asset Management Company (``Western Company''), the Acquiring Fund's 
investment adviser, are both wholly-owned subsidiaries of Legg Mason, 
Inc. Consequently, applicant and the Acquiring Fund may be deemed to be 
affiliated persons by reason of having investment advisers that are 
under common control. Applicant therefore relied on the exemption 
provided by rule 17a-8 to effect the transaction.\1\

[[Page 37634]]

Pursuant to rule 17a-8 under the Act, the Board determined that the 
proposed reorganization was in the best interest of applicant and that 
the interests of the existing shareholders would not be diluted as a 
result of the proposed reorganization.
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    \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. The staff of the Division of Investment 
Management has stated that it would not recommend that the 
Commission take enforcement action under section 17(a) of the Act if 
investment companies that are affiliated persons solely by reason of 
having investment advisers that are under common control rely on 
rule 17a-8. See e.g., Capital Mutual Funds and Nations Fund Trust 
(pub. avail. Feb. 24, 1994).
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    5. A proxy statement was filled with the SEC on September 24, 1996, 
and distributed to applicant's shareholders on November 5, 1996. 
Applicant's shareholders approved the Plan on December 13, 1996.
    6. On December 20, 1996 (the ``Closing Date''), there were 
35,882,668.46 shares of common stock of the Acquired Fund outstanding 
having an aggregate net asset value of $35,873,215.52 and a per share 
net asset value of $1.00. Pursuant to the Plan, on the Closing Date, 
applicant transferred all of its assets and liabilities to the 
Acquiring Fund in exchange solely for shares of the Acquiring Fund. 
Shares of the Acquiring Fund were distributed pro rata to shareholders 
of the Acquired Fund, causing the liquidation of applicant. The net 
asset value of shares of the Acquiring Fund was identical to the net 
asset value of shares of the Acquiring Fund owned by such shareholders.
    7. Legg Mason Fund Adviser, Inc., the Acquiring Fund's manager, and 
Western Company will be liable for all expenses incurred in connection 
with the reorganization and with applicant's liquidation and winding 
up, including professional fees, printing and mailing expenses, and the 
cost of proxy solicitations made by telephone or otherwise. Applicant 
incurred no expenses in connection with the reorganization.
    8. As of the date of the application, applicant had no 
securityholders, liabilities, or assets, and was not a party to any 
litigation or administrative proceeding. Applicant is not engaged, nor 
does it propose to engage, in any business activities other than those 
necessary for the winding up of its affairs.
    9. Applicant has filed with the State of Ohio a Resolution of 
Withdrawal of Business Trust by the Trustees.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-18373 Filed 7-11-97; 8:45 am]
BILLING CODE 8010-01-M