SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Amendment No. 3
Post-Effective Amendment No. 52
PENN SQUARE MUTUAL FUND FILE NO. 2-13943
(Exact Name if registrant as specified in charter)
2650 Westview Drive, Wyomissing, PA 19610
(Address of principal executive offices)
610.670.1031
(Registrant's telephone number)
Dennis J. Westley, 2650 Westview Drive, Wyomissing, PA 19610
(name and address of agent for service)
Approximate Date of Proposed Public Offering March 1, 1996
It is proposed that this filing will become effective on March 1, 1996
pursuant to Rule 485(b).
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Maximum Maximum
Securities Offering aggregate Amount of
being Amount being Price per Offering Registration
Registered Registered Unit Price Fee
Class A 1,769,663 $13.00 $290,000.00 $100.00
1) The calculation of the proposed maximum offering price has been
made pursuant to Rule 24e-2 of the Investment Company Act of 1940.
2) The total amount of securities redeemed during the previous fiscal
year ended December 31, 1995 aggregated 1,747,355 shares.
3) There were no redeemed or repurchased securities used for
reductions to paragraph (c) of Rule 24f-2 in any previous filings
of post effective amendments during the current year.
4) The total amount of shares redeemed being used for reductions in
the amendments being filed totaled 1,747,355.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City
and State of New York, on the 13th day of February 1996.
PENN SQUARE MUTUAL FUND
James E. Jordan, President
(Signature)
Pursuant to the requirements of the Securities Act of 1933, this
amendment to this registration statement has been signed below by the
following persons in the capacities and on the date indicated. Each of
the persons whose signature appears below hereby authorizes James E.
Jordan, President of the Registrant, to execute in the name of each
such person and to file all amendments and post-effective amendments
to this Registration Statement as the Registrant deems appropriate and
appoints such person as his attorney-in-fact to sign on his behalf
individually and is each capacity stated below and to file all
amendments and post-effective amendments to this Registration Statement.
/s/ James E. Jordan President 02/13/96
/s/ Dennis J. Westley Vice President 02/13/96
and Treasurer
/s/ Lee D. Arning Trustee 02/13/96
/s/ Gail M. Harrity Trustee 02/13/96
/s/ Paul J. Lawler Trustee 02/13/96
/s/ Emmett M. Murphy Trustee 02/13/96
/s/ Ferdinand Thun Trustee 02/13/96
February 9, 1996
Board of Trustees
Penn Square Mutual Fund
P.O. Box 1419
Reading, PA 19603
Re: Registration Statement Amendment
File No. 2-13943
Ladies and Gentlemen:
We are furnishing this opinion in connection with the
Amendment to the above-referenced Registration Statement on
Form N-1A to be filed by Penn Square Mutual Fund (the "Fund") for
the purpose of registering shares of beneficial interest of the
Fund (the "Shares") under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940. Based on our examination
of the declaration of trust of the Fund, the Prospectus and
Statement of Additional Information of the Fund contained in the
Registration Statement, and of such other documents, instruments,
books and records as we deemed necessary under the circumstances,
we are of the opinion that:
1. The Fund has been duly organized as a business trust
under the laws of the Commonwealth of Pennsylvania and
is validly existing and in good standing under the laws
of that state as of the date hereof.
2. The Shares have been duly authorized and, when issued
pursuant to the terms described in the above-referenced
Registration Statement, will be legally issued by the
Fund and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form N-1A, as amended, relating to
the registration of the aforementioned securities under the
Securities Act of 1933, as amended, and to the reference to us in
such Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
STEVENS & LEE
