[Federal Register Volume 62, Number 38 (Wednesday, February 26, 1997)]
[Notices]
[Page 8809]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-4670]



[[Page 8809]]

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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22519; 811-1149]


Pennsylvania Mutual Fund; Notice of Application

February 19, 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: Pennsylvania Mutual Fund.

RELEVANT ACT SECTIONS: Order requested under section 8(f).

FILING DATES: The application was filed on September 20, 1996, and 
amended on February 6, 1997.

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

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 14, 1997, 
and should be accompanied by proof of service on 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.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, c/o Quest Advisory Corp., 1414 Avenue of the 
Americas, New York, NY 10019.

FOR FURTHER INFORMATION CONTACT:
Kathleen L. Knisely, Staff Attorney, at (202) 942-0517 (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 at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant, a registered open-end management investment company, 
is organized as a business trust which is registered under the Delaware 
Business Trust Act. On or about January 31, 1962, applicant registered 
under the Act. On March 21, 1962, applicant filed a registration 
statement under the Securities Act of 1933 which became effective 
August 17, 1962, and subsequently made a public offering of its shares.
    2. On April 18, 1996, applicant's trustees approved an Agreement 
and Plan of Merger (``Plan''), under which all of the assets and debts 
of the applicant would be transferred to the Pennsylvania Mutual Fund 
series of The Royce Fund, a Delaware business trust registered under 
the Act as an open-end management investment company, in exchange for 
shares of the Pennsylvania Mutual Fund series of The Royce Fund. 
Pursuant to rule 17a-8 under the Act,\1\ applicant's trustees found 
that the Plan was in the best interests 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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    \1\ 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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    3. As of June 27, 1996, applicant had one class of shares, 
consisting of 56,045,686.017 shares outstanding with a net asset value 
of $8.15 per share and an aggregate net asset value of $456,772,341.03.
    4. Effective June 28, 1996, applicant transferred its assets to the 
Pennsylvania Mutual Fund series of The Royce Fund. In total, 
shareholders of applicant received shares of the Pennsylvania Mutual 
Fund series of The Royce Fund having an aggregate net asset value equal 
to applicant's net asset value at the time of the reorganization.
    5. Expenses incurred in connection with the Plan consisted of legal 
fees, postage, and registration in some states and totaled $72,201.32. 
Pursuant to the Plan, expenses were shared by applicant and The Royce 
Fund in proportion to their respective assets. Accordingly, applicant 
paid $10,744.66 for registration and filing fees, $900.85 for postage, 
and $26,973.81 in legal fees. The Royce Fund incurred the balance, with 
expenses being allocated among the series of The Royce Fund, not 
including the newly-created Pennsylvania Mutual Fund series.
    6. As of the date of filing of the original application, applicant 
had no shareholders, assets or liabilities, and was not a party to any 
litigation or administrative proceeding. Applicant is not presently 
engaged, nor does it propose to engage, in any business activities 
other than those necessary for the winding-up of its affairs.
    7. On June 28, 1996, applicant was a party to a Certificate of 
Merger filed with the State of Delaware.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-4670 Filed 2-25-97; 8:45 am]
BILLING CODE 8010-01-M