[Federal Register Volume 60, Number 228 (Tuesday, November 28, 1995)]
[Notices]
[Page 58698]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-28928]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21523; 811-4761]


Flagship Pennsylvania Triple Tax Exempt Fund; Notice of 
Application

November 20, 1995.
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: Flagship Pennsylvania Triple Tax Exempt Fund.

Relevant Act Section: Section 8(f).

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

Filing Date: The application was filed on September 25, 1995, and 
amended on November 7, 1995.

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 December 15, 
1995, 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 issue 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, One Dayton Centre, One South Main Street, Dayton, 
Ohio 45402.

For Further Information Contact: Deepak T. Pai, Staff Attorney at (202) 
942-0574, or Alison E. Bauer, 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 Representions

    1. Applicant is an open-end investment company organized as an 
unincorporated Pennsylvania common law trust. On July 23, 1986, 
applicant registered under the Act and filed a registration statement 
under the Securities Act of 1933 on Form N-1A. Applicant's registration 
statement was declared effective on September 10, 1986 and applicant's 
initial public offering commenced promptly thereafter.
    2. On December 9, 1994, applicant's trustees, including the 
independent trustees, unanimously approved an asset purchase agreement 
(the ``Agreement'') under which applicant's assets and liabilities 
would be sold to Flagship Tax Exempt Funds Trust (the ``Trust''), a 
registered open-end investment company with the same investment adviser 
as the applicant.
    3. Applicant has existed separately from the Trust solely because 
of Pennsylvania tax law. Because of changes in Pennsylvania tax law, it 
was no longer necessary for applicant to continue to operate 
separately. Accordingly, and in compliance with rule 17a-8 under the 
Act, the applicant's Board of Trustees determined that the Agreement 
and merger into the Trust was in the best interests of the applicant 
and that the interest of the existing shareholders would not be diluted 
as a result of the transaction. In addition, the Board determined that 
permitting applicant's business to continue as a series of the Trust 
should result in cost savings and more efficient operations.
    4. Proxy statements were filed with the SEC and distributed to 
applicant's shareholders on or about march 6, 1995. At the 
shareholder's meeting held on April 21, 1995, applicant's shareholders 
approved the sale of assets of the Trust.
    5. On May 31, 1995, applicant's net assets were transferred to the 
Trust in exchange for a number of shares of Flagship Pennsylvania 
Triple Tax Exempt Fund, a series of the Trust (``new Pennsylvania 
fund''), at the same net asset value and for the same number of shares 
as applicant's shares of beneficial interest outstanding on such date. 
Each shareholder of applicant became an owner of new Pennsylvania fund 
shares equal in number and aggregate net asset value to shares held 
immediately prior to the transaction. No fees or brokerage commissions 
were paid.
    6. The expenses incurred in connection with the sale of assets were 
primarily legal and accounting fees, and printing and mailing costs 
associated with the distribution of the proxy statement. These costs 
were all borne by applicant.
    7. As of the filing date of this application, applicant had no 
assets and no debts or liabilities. Applicant has no shareholders, and 
is not a party to any litigation or administrative proceeding. 
Applicant is not now engaged, and does not propose to engage, in any 
business activities other than those necessary for the winding-up of 
its affairs.
    8. On May 31, 1995, applicant dissolved pursuant to the 
requirements of Pennsylvania law.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-28928 Filed 11-27-95; 8:45 am]
BILLING CODE 8010-01-M