[Federal Register Volume 62, Number 44 (Thursday, March 6, 1997)]
[Notices]
[Pages 10299-10300]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-5469]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22532; 811-5855]


Conestoga Family of Funds; Notice of Application

February 27, 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: Conestoga Family of Funds.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATE: The application was filed on November 12, 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 March 24, 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 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.


[[Page 10300]]


ADDRESSESS: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 680 East Swedesford Road, Wayne, Pennsylvania 19087-
1658.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or Mary Kay Frech, 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 organized 
as a Massachusetts business trust. Applicant's Pennsylvania Tax-Free 
Bond Fund is a non-diversified investment company, and all other funds 
of applicant are diversified investment companies. On August 9, 1989, 
applicant registered under section 8(a) of the Act and filed a 
registration statement on Form N-1A pursuant to section 8(b) of the Act 
and the Securities Act of 1933, covering an indefinite number of shares 
of common stock. The registration statement was declared effective on 
November 20, 1989, and the initial public offering of applicant's funds 
commenced thereafter.
    2. On December 21, 1995, applicant's board of trustees considered 
and approved an Agreement and Plan of Reorganization (the 
``Reorganization Agreement'') between applicant and CoreFunds, Inc. 
(``CoreFunds''). Pursuant to the Reorganization Agreement, the holders 
of each class of shares of applicant's Cash Management Fund, Tax-Free 
Fund, U.S. Treasury Securities Funds, Equity Fund, Intermediate Income 
Fund, Pennsylvania Tax-Free Bond Fund, Balanced Fund, and International 
Equity Fund (collectively, the ``Reorganizing Portfolios'') would 
receive the class of shares of the corresponding existing portfolios of 
CoreFunds (the ``CoreFunds Portfolios''). Also pursuant to the 
Reorganization Agreement, the holders of each class of shares of 
applicant's Special Equity Fund, Bond Fund, and Short-Term Income Fund 
(collectively, the ``Continuing Portfolios'') would receive the class 
of shares of the corresponding new portfolios of CoreFunds (the ``New 
CoreFunds Portfolios'').
    3. In approving the Reorganization Agreement, the trustees 
identified certain potential benefits likely to result from the 
reorganization, including, (a) a broader array of investment 
opportunities available to shareholders, (b) existing purchase and 
redemption features will remain in place, and (c) the potential for 
economies of scale in portfolio management resulting from the larger 
asset size.
    4. On February 15, 1996, proxy materials soliciting shareholder 
approval of the reorganization were sent to applicant's shareholders. 
The Reorganization Agreement was approved by applicant's shareholders 
at a special meeting held on March 22, 1996.
    5. On April 15, 1996: (1) all of the assets of Conestoga Cash 
Management Fund were transferred to CoreFunds Cash Reserve in exchange 
for shares of CoreFunds Cash Reserve based on net asset value; (2) all 
of the assets of Conestoga Tax-Free Fund were transferred to CoreFunds 
Tax-Free Reserve in exchange for shares of CoreFunds Tax-Free Reserve 
based on net asset value; (3) all of the assets of Conestoga U.S. 
Treasury Securities Fund were transferred to CoreFunds Treasury Reserve 
in exchange for shares of CoreFunds Treasury Reserve based on net asset 
value; (4) all of the assets of Conestoga Equity Fund were transferred 
to CoreFunds Value Equity Fund based on net asset value; (5) all of the 
assets of Conestoga Intermediate Income Fund were transferred to 
CoreFunds Intermediate Bond Fund in exchange for shares of CoreFunds 
Intermediate Bond Fund based on net asset value; (6) all of the assets 
of Conestoga Pennsylvania Tax-Free Bond Fund were transferred to 
CoreFunds Pennsylvania Municipal Bond Fund in exchange for shares of 
CoreFunds Pennsylvania Municipal Bond Fund based on net asset value; 
(7) all of the assets of Conestoga Balanced Fund were transferred to 
CoreFunds Balanced Fund in exchange for shares of CoreFunds Balanced 
Fund based on net asset value; and (8) all of the assets of Conestoga 
International Equity Fund were transferred to CoreFunds International 
Growth Fund in exchange for shares of CoreFunds International Growth 
Fund based on net asset value. The aggregate net asset value of the 
shares of the corresponding existing CoreFunds Portfolios received by 
each Reorganizing Portfolio was equal to the aggregate net asset value 
of each such Reorganizing Portfolio. Thereafter, applicant's 
Reorganizing Portfolios made liquidating distributions to their 
shareholders so that a holder of a class of shares in a Reorganizing 
Portfolio received a class of shares of the corresponding existing 
CoreFunds Portfolio with the same aggregate net asset value as the 
shareholder had in the Reorganizing Portfolio immediately before the 
transaction.
    6. On April 22, 1996, all of the assets of the Continuing 
Portfolios were transferred to corresponding New CoreFunds Portfolios 
in exchange for shares of the New CoreFunds Portfolios. The New 
CoreFunds Portfolios had only nominal assets and liabilities 
immediately prior to the transaction, and the number of shares of each 
class of shares of the New CoreFunds Portfolios issued in the 
transaction equalled the number of shares of each corresponding class 
of shares of the Continuing Portfolios that were issued and outstanding 
immediately prior to the transaction. Applicant thereafter made a 
liquidating distribution to shareholders of the Continuing Portfolios 
of a like number of full and fractional shares of the New CoreFunds 
Portfolios.
    7. In connection with the reorganization, certain expenses were 
incurred and consisted primarily of professional fees, printing 
expenses, expenses associated with the special meeting of shareholders, 
and expenses associated with the winding up of applicant's affairs. The 
Reorganization Agreement provides that these expenses will be borne by 
Meridian Bancorp, Inc. and/or CoreStates Financial Corp., the bank 
holding companies that control the investment advisers.
    8. Applicant has retained no assets. Applicant has no outstanding 
debts or liabilities. As of the date of the application, applicant has 
no security holders.
    9. Applicant is not a party to any litigation or administrative 
proceeding. 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.
    10. Applicant intends to file the necessary documentation with the 
Commonwealth of Massachusetts to effect its dissolution as a 
Massachusetts business trust.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-5469 Filed 3-5-97; 8:45 am]
BILLING CODE 8010-01-M