[Federal Register Volume 62, Number 7 (Friday, January 10, 1997)] [Notices] [Pages 1479-1480] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 97-618] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 22440; 811-4638] The Arch Tax-Exempt Trust January 3, 1997. AGENCY: Securities and Exchange Commission (``SEC''). ACTION: Notice of application for deregistration under the Investment Company Act of 1940 (the ``Act''). ----------------------------------------------------------------------- APPLICANT: The Arch Tax-Exempt Trust. RELEVANT ACT SECTION: Order requested under section 8(f) of the Act. SUMMARY OF APPLICATION: Applicant requests an order declaring that if has ceased to be an investment company. FILLING DATE: The application was filed on September 18, 1996 and amended on December 27, 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 January 28, 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 that 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, 3435 Stelzer Road, Columbus, Ohio 43219-3035. FOR FURTHER INFORMATION CONTACT: Kathleen L. Knisely, Staff Attorney, at (202) 942-0517, 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 non-diversified management investment company organized as a Massachusetts business trust and consisting of four portfolios: Arch Tax-Exempt Money Market Portfolio, Arch Tax- Exempt Money Market Portfolio Class B,\1\ Arch Missouri Tax-Exempt Bond Portfolio, and Arch Kansas Tax-Exempt Bond Portfolio.\2\ --------------------------------------------------------------------------- \1\ The Arch Tax-Exempt Money Market Portfolio Class B was liquidated through redemeption of all publicly held Class B shares of beneficial interest during the period June 30 through July 13, 1989. \2\ The Arch Kansas Tax-Exempt Bond Portfolio never commenced operations and there was no public offering of its shares. --------------------------------------------------------------------------- 2. On April 16, 1986, applicant filed a Notification of Registration on Form N-8A pursuant to section 8(a) under the Act and a registration statement on Form N-1A under the Securities Act of 1933. The registration statement became effective on June 30, 1986 and the initial public offerings commenced thereafter. 3. On June 27, 1995, applicant's board of directors approved an Agreement and Plan of Reorganization (the ``Plan'') whereby applicant would exchange its net assets shares of The Arch Fund, Inc., a Maryland corporation registered under the Act as an open-end management investment company, in exchange for common shares of The Arch Fund, Inc. Pursuant to rule 17a-8 under the Act,\3\ applicant's board of directors determined that the proposed reorganization was in the best interest of applicant and that the interests of the existing shareholders would not be diluted as a result of the proposed reorganization. --------------------------------------------------------------------------- \3\ Rule 17a-8 provides an exemption from section 17(a) of the Act 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. --------------------------------------------------------------------------- 4. In approving the Plan, the directors considered the impact of the proposed reorganization on applicant's shareholders, including the elimination of duplicative professional and other costs, the potential for increased operational and administrative efficiencies, and the reduction of certain fixed costs on a per share basis. 5. On August 21, 1995, applicant filed definitive proxy materials with the SEC that were mailed to its shareholders on August 22, 1995. Applicant's shareholders approved the Plan at a special meeting held on September 26, 1995. 6. Pursuant to the Plan, on October 2, 1995, applicant transferred all of the assets and liabilities of The Tax-Exempt Money Market and The Missouri Tax-Exempt Bond Portfolio (the ``Transferor Portfolios'') to ``shell'' portfolios of The Arch Fund, Inc. (``New Portfolios'') in exchange for shares of the New Portfolios. Each shareholder of the Transferor Portfolios received a like number and type of full and fractional shares of the corresponding New Portfolio having an aggregate net asset value equal to the aggregate net asset value of such shareholder's interest in the respective Transferor Portfolio immediately prior to the reorganization. No brokerage commissions were paid in connection with the transfer. 7. Expenses incurred in connection with the reorganization totaled $38,569.88 and included legal expenses, filing fees, and proxy solicitation and shareholder meeting expenses. These expenses were assumed by the corresponding portfolios of The Arch [[Page 1480]] Fund, Inc. upon consummation of the reorganization. 8. As of the date of the application, applicant had no shareholders, securities, debts or other liabilities. Applicant is not a party to any litigation or administrative proceeding. Applicant is neither engaged, nor proposes to engage, in any business activities other than those necessary for the winding up of its affairs. 9. Applicant intends to file the necessary documentation with the Commonwealth of Massachusetts to effect its termination as a Massachusetts business trust. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 97-618 Filed 1-9-97; 8:45 am] BILLING CODE 8010-01-M