[Federal Register Volume 68, Number 159 (Monday, August 18, 2003)]
[Notices]
[Pages 49533-49534]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-20956]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 26147; 812-12955]


The Managers Funds, et al.; Notice of Application

August 12, 2003.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act.

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SUMMARY OF APPLICATION: Applicants seek to amend a prior order that 
permits applicants to enter into and materially amend investment 
advisory agreements with sub-advisers without shareholder approval.

APPLICANTS: The Managers Funds, Managers Trust I, Managers Trust II and 
The Managers Funds LLC.

FILING DATES: The application was filed on April 8, 2003 and amended on 
July 31, 2003.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on September 8, 2003, and should be accompanied by proof of 
service on applicants, 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 Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 Fifth Street, NW, Washington, DC 
20549-0609. Applicants, 40 Richards Avenue, Norwalk, CT 06854.

FOR FURTHER INFORMATION CONTACT: John Yoder, Attorney-Adviser, at (202) 
942-0544, 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 at the 
Commission's Public Reference Branch, 450 Fifth Street, NW, Washington, 
DC 20549-0102 (tel. 202-942-8090).

Applicants' Representations

    1. On October 11, 1995, the Commission issued an order (The ``Prior 
Order'') to The Managers Funds and The Managers Funds LLC, formerly The 
Managers Funds, L.P. (the ``Manager''),\1\ under section 6(c) of the 
Act granting an exemption from section 15(a) of the Act and rule 18f-2 
under the Act.\2\ The Prior Order permits the Manager, on behalf of 
each series of The Managers Funds (each, a ``Fund''), to enter into and 
materially amend investment advisory agreements with sub-advisers (each 
a ``Sub-Adviser'' and, collectively, the ``Sub-Advisers'') without 
receiving shareholder approval.
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    \1\ The Managers Funds LLC, a Delaware limited liability company 
which serves as investment adviser to each of the named applicants, 
is the successor to the business of The Managers Funds, L.P., a 
Delaware limited partnership, effective April 1, 1999.
    \2\ Investment Company Act Release Nos. 21354 (Sept. 13, 1995) 
(notice) and 21412 (Oct. 11, 1995) (order).
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    2. Applicants seek to amend the Prior Order to extend the exemptive 
relief granted under the Prior Order to Managers Trust I and Managers 
Trust II and each of their series (included in the term ``Fund''). 
Applicants also request that the relief be extended to any other 
existing or future registered open-end management investment company or 
series thereof that (a) Is advised by the Manager or any entity 
controlling, controlled by, or under common control

[[Page 49534]]

with the Manager (included in the term ``Manager''), (b) uses the 
multi-manager structure described in the application for the Prior 
Order, and (c) complies with the terms and conditions of the Prior 
Order, as amended by the requested order (included in the term 
``Fund'').\3\ If the name of any Fund contains the name of a Sub-
Adviser, the name of the Manager will precede the name of the Sub-
Adviser.
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    \3\ The Managers Funds, Managers Trust I and Managers Trust II 
are the only entities that currently intend to rely on the requested 
order.
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    3. Applicants agree that any order granting the requested relief 
will be subject to the conditions in the Prior Order, except that 
conditions 3 and 4 of the Prior Order will be modified as follows to 
reflect recent Commission precedent:
    3. Within 90 days of the hiring of a new Sub-Adviser, the Manager 
will furnish shareholders of the applicable Fund all information about 
the new Sub-Adviser that would be included in a proxy statement. To 
meet this condition, the Manager will provide shareholders of the 
applicable Fund with an information statement meeting the requirements 
of Regulation 14C, Schedule 14C, and Item 22 of Schedule 14A under the 
Securities Exchange Act of 1934.
    4. Each Fund's prospectus will disclose the existence, substance, 
and effect of the requested order. In addition, each Fund will hold 
itself out as employing the management structure described in the 
application. The prospectus will prominently disclose that the Manager 
has ultimate responsibility, subject to oversight by the Trustees, to 
oversee the Sub-Advisers and recommend their hiring, termination and 
replacement.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 03-20956 Filed 8-15-03; 8:45 am]
BILLING CODE 8010-01-P