[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