[Federal Register Volume 66, Number 122 (Monday, June 25, 2001)]
[Notices]
[Pages 33723-33724]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-15849]


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

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 25005; 811-5982]


Hawthorne Investment Trust; Notice of Application

June 19, 2001.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under section 8(f) of 
the Investment Company Act of 1940 (the ``Act'').

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

Summary of Application: Applicant requests an order declaring that it 
has ceased to be an investment company.

Filing Date: The application was filed on December 11, 2000.

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 July 13, 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 SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW, Washington, DC 20549. 
Applicant, c/o A. John Pappalardo, Esq., and K. Robert Bertram, Esq., 
Eckert Seamans Cherin & Mellott, LLC, 213 Market Street, 8th Floor, 
Harrisburg, PA 17101.

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).

Applicant's Representations

    1. Applicant is an open-end, non-diversified management investment 
company organized as a trust under the laws of the State of Delaware. 
On December 19, 1989, applicant filed a notification of registration 
under section 8(a) of the Act on Form N-8A. SEC records indicate that 
on December 19, 1989, applicant filed a registration statement on Form 
N-1A that became effective on June 4, 1990.
    2. As of the date of the application, beneficial interests in 
applicant were held by one natural person, Mr. Charles G. Dyer.
    3. As of December 7, 2000, the assets of applicant totaled 
approximately $3,000. Applicant's liabilities totaled approximately 
$36,000, consisting primarily of investment advisory fees, custodian 
and administrator charges, and legal and accounting expenses.
    4. Applicant currently is not a party to any litigation or 
administrative proceeding, except the administrative proceeding 
instituted by the SEC's Division of Enforcement and captioned: In the 
Matter of Hawthorne Investment Trust, Hawthorne Associates, Inc., 
Mustang Capital, LLC and Charles G. Dyer. The application is submitted 
in connection with that proceeding.

Applicant's Legal Analysis

    1. Section 8(f) of the Act provides that whenever the SEC, upon 
application or its own motion, finds that a registered investment 
company has ceased to be an investment company, the SEC shall so 
declare by order and upon the taking

[[Page 33724]]

effect of such order, the registration of such company shall cease to 
be in effect.
    2. Section 3(c)(1) of the Act provides that an issuer is not an 
investment company within the meaning of the Act if its outstanding 
securities (other than short-term paper) are beneficially owned by not 
more than 100 persons and it is not making and does not propose to make 
a public offering of its securities.
    3. Applicant states that it is not an investment company within the 
meaning of section 3(c)(1) of the Act because its outstanding 
securities are owned by one natural person and it is not making and 
does not presently propose to make a public offering of its securities.
    4. Applicant will conduct its business so as to remain exempt from 
registration as an investment company pursuant to section 3(c)(1) or 
another provision of the Act. Applicant will adopt procedures 
reasonably designed to ensure that it remains exempt from registration 
under the Act. Applicant estimates that it will wind up operations and 
liquidate its remaining assets within 30 days of the date of the 
requested ordered. Accordingly, applicant requests that the SEC issue 
an order declaring that it 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. 01-15849 Filed 6-22-01; 8:45 am]
BILLING CODE 8010-01-M