[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] ----------------------------------------------------------------------- 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''). ----------------------------------------------------------------------- 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