[Federal Register Volume 62, Number 44 (Thursday, March 6, 1997)]
[Notices]
[Pages 10299-10300]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-5469]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22532; 811-5855]
Conestoga Family of Funds; Notice of Application
February 27, 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: Conestoga Family of Funds.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Application requests an order declaring that it
has ceased to be an investment company.
FILING DATE: The application was filed on November 12, 1996.
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 March 24, 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.
[[Page 10300]]
ADDRESSESS: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Applicant, 680 East Swedesford Road, Wayne, Pennsylvania 19087-
1658.
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 SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end management investment company organized
as a Massachusetts business trust. Applicant's Pennsylvania Tax-Free
Bond Fund is a non-diversified investment company, and all other funds
of applicant are diversified investment companies. On August 9, 1989,
applicant registered under section 8(a) of the Act and filed a
registration statement on Form N-1A pursuant to section 8(b) of the Act
and the Securities Act of 1933, covering an indefinite number of shares
of common stock. The registration statement was declared effective on
November 20, 1989, and the initial public offering of applicant's funds
commenced thereafter.
2. On December 21, 1995, applicant's board of trustees considered
and approved an Agreement and Plan of Reorganization (the
``Reorganization Agreement'') between applicant and CoreFunds, Inc.
(``CoreFunds''). Pursuant to the Reorganization Agreement, the holders
of each class of shares of applicant's Cash Management Fund, Tax-Free
Fund, U.S. Treasury Securities Funds, Equity Fund, Intermediate Income
Fund, Pennsylvania Tax-Free Bond Fund, Balanced Fund, and International
Equity Fund (collectively, the ``Reorganizing Portfolios'') would
receive the class of shares of the corresponding existing portfolios of
CoreFunds (the ``CoreFunds Portfolios''). Also pursuant to the
Reorganization Agreement, the holders of each class of shares of
applicant's Special Equity Fund, Bond Fund, and Short-Term Income Fund
(collectively, the ``Continuing Portfolios'') would receive the class
of shares of the corresponding new portfolios of CoreFunds (the ``New
CoreFunds Portfolios'').
3. In approving the Reorganization Agreement, the trustees
identified certain potential benefits likely to result from the
reorganization, including, (a) a broader array of investment
opportunities available to shareholders, (b) existing purchase and
redemption features will remain in place, and (c) the potential for
economies of scale in portfolio management resulting from the larger
asset size.
4. On February 15, 1996, proxy materials soliciting shareholder
approval of the reorganization were sent to applicant's shareholders.
The Reorganization Agreement was approved by applicant's shareholders
at a special meeting held on March 22, 1996.
5. On April 15, 1996: (1) all of the assets of Conestoga Cash
Management Fund were transferred to CoreFunds Cash Reserve in exchange
for shares of CoreFunds Cash Reserve based on net asset value; (2) all
of the assets of Conestoga Tax-Free Fund were transferred to CoreFunds
Tax-Free Reserve in exchange for shares of CoreFunds Tax-Free Reserve
based on net asset value; (3) all of the assets of Conestoga U.S.
Treasury Securities Fund were transferred to CoreFunds Treasury Reserve
in exchange for shares of CoreFunds Treasury Reserve based on net asset
value; (4) all of the assets of Conestoga Equity Fund were transferred
to CoreFunds Value Equity Fund based on net asset value; (5) all of the
assets of Conestoga Intermediate Income Fund were transferred to
CoreFunds Intermediate Bond Fund in exchange for shares of CoreFunds
Intermediate Bond Fund based on net asset value; (6) all of the assets
of Conestoga Pennsylvania Tax-Free Bond Fund were transferred to
CoreFunds Pennsylvania Municipal Bond Fund in exchange for shares of
CoreFunds Pennsylvania Municipal Bond Fund based on net asset value;
(7) all of the assets of Conestoga Balanced Fund were transferred to
CoreFunds Balanced Fund in exchange for shares of CoreFunds Balanced
Fund based on net asset value; and (8) all of the assets of Conestoga
International Equity Fund were transferred to CoreFunds International
Growth Fund in exchange for shares of CoreFunds International Growth
Fund based on net asset value. The aggregate net asset value of the
shares of the corresponding existing CoreFunds Portfolios received by
each Reorganizing Portfolio was equal to the aggregate net asset value
of each such Reorganizing Portfolio. Thereafter, applicant's
Reorganizing Portfolios made liquidating distributions to their
shareholders so that a holder of a class of shares in a Reorganizing
Portfolio received a class of shares of the corresponding existing
CoreFunds Portfolio with the same aggregate net asset value as the
shareholder had in the Reorganizing Portfolio immediately before the
transaction.
6. On April 22, 1996, all of the assets of the Continuing
Portfolios were transferred to corresponding New CoreFunds Portfolios
in exchange for shares of the New CoreFunds Portfolios. The New
CoreFunds Portfolios had only nominal assets and liabilities
immediately prior to the transaction, and the number of shares of each
class of shares of the New CoreFunds Portfolios issued in the
transaction equalled the number of shares of each corresponding class
of shares of the Continuing Portfolios that were issued and outstanding
immediately prior to the transaction. Applicant thereafter made a
liquidating distribution to shareholders of the Continuing Portfolios
of a like number of full and fractional shares of the New CoreFunds
Portfolios.
7. In connection with the reorganization, certain expenses were
incurred and consisted primarily of professional fees, printing
expenses, expenses associated with the special meeting of shareholders,
and expenses associated with the winding up of applicant's affairs. The
Reorganization Agreement provides that these expenses will be borne by
Meridian Bancorp, Inc. and/or CoreStates Financial Corp., the bank
holding companies that control the investment advisers.
8. Applicant has retained no assets. Applicant has no outstanding
debts or liabilities. As of the date of the application, applicant has
no security holders.
9. Applicant is not a party to any litigation or administrative
proceeding. 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.
10. Applicant intends to file the necessary documentation with the
Commonwealth of Massachusetts to effect its dissolution as a
Massachusetts business trust.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-5469 Filed 3-5-97; 8:45 am]
BILLING CODE 8010-01-M
