[Federal Register Volume 61, Number 236 (Friday, December 6, 1996)]
[Notices]
[Page 64771]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-31082]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22361; 811-5435]
The Compass Capital Group; Notice of Application
December 2, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for an Order under the Investment Company
Act of 1940 (the ``Act'').
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APPLICANT: The Compass Capital Group.
RELEVANT ACT SECTIONS: 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 31, 1996 and amended on
October 2, 1996. Applicants have agreed to file an amendment, the
substance of which is incorporated herein, during the notice period.
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
applicants 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 27,
1996, 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 SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Applicant, 680 East Swedesford Road, Wayne, Pennsylvania 19087.
FOR FURTHER INFORMATION CONTACT: Elaine M. Boggs, Staff Attorney, at
(202) 942-0572, 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. Applicant is an open-end management investment company with
sixteen series that is organized as a business trust under the laws of
Massachusetts. Twelve of applicant's series are diversified investment
companies and four are non-diversified. Applicant registered under the
Act and filed a registration statement on Form N-1A on December 31,
1987. Applicant's registration statement was declared effective on
March 1, 1988, and applicant commenced a public offering of its shares
immediately thereafter.
2. On October 3, 1995, applicant's board of trustees considered and
approved a reorganization agreement that provided for the transfer of
all the assets and liabilities of applicant to the Compass Capital
Funds (formerly, the PNC Fund) (the ``Acquiring Fund''), a
registered open-end investment company. The board of trustees made the
findings required by rule 17a-8 under the Act, i.e., that the
reorganization was in the best interest of applicant and that there
would be no dilution, by virtue of the proposed exchange, in the value
of shares held at that time by applicant's shareholders.\1\
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\1\ Rule 17a-8 provides an exemption from section 17(a) for
certain reorganizations among registered investment companies that
may be affiliated persons, or affiliated persons of an affiliated
person, solely by reason of having a common investment adviser,
common directors, and/or common officers.
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3. Definitive proxy materials were filed with the SEC on November
9, 1995. On November 9, 1995, applicant mailed proxy materials to its
shareholders. On December 11, 1995, applicant's shareholders approved
the reorganization.
4. On January 13, 1996, applicant transferred the assets and
liabilities of fifteen series to certain series of the Acquiring Fund
in exchange for shares of the respective series of the Acquiring Fund
on the basis of the relative net asset values per share of the
respective series of applicant and the Acquiring Fund. On February 13,
1996, the assets and liabilities of applicant's remaining series were
transferred to a series of the Acquiring Fund in exchange for shares of
that series of the Acquiring Fund on the basis of the relative net
asset values per share of applicant and the Acquiring Fund. The shares
of the Acquiring Fund received by applicant were distributed to the
shareholders of applicant, pro rata.
5. The expenses incurred in connection with the reorganization
totaled approximately $700,000. Applicant paid $286,723 of the
expenses, of which $170,734 related to the costs of printing and
mailing proxy statements, $56,500 related to audit fees, and $59,489
related to legal expenses. The remaining expenses were borne by the
Acquiring Funds and/or their advisers. No brokerage fees were paid in
connection with the reorganization.
6. Applicant has taken steps to dissolve under the laws of the
Commonwealth of Massachusetts.
7. There are no securityholders to whom distributions in complete
liquidation of their interests have not been made. Applicant has
retained no assets. Applicant has no debts or other liabilities that
remain outstanding. Applicant is not a party to any litigation or
administrative proceeding.
8. Applicant is not now engaged, nor does it propose 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,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-31082 Filed 12-5-96; 8:45 am]
BILLING CODE 8010-01-M
