[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]


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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'').

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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\
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    \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.
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    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.
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    \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.
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    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