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July 29, 1954

Security and Exchange Commission
Washington 25, D. C.

Re: Request for Exemption from Provisions of Investment Company Act

Dear Sirs:

I am writing this letter to you on behalf of certain of the employees of Colonial Airlines, Inc., in order to make application for an exemption from the provisions of the Investment Company Act and the rules and regulations thereunder, pursuant to subsection (b) of section 80(a)-6 of Title 15 of the United States Code. That section provides that the Commission shall exempt any employees' security company from the provisions of the Act if and to the extent such exemption is consistent with the protection of investors.

Several weeks ago representatives of the pilots of Colonial Airlines advised me that the pilot group had decided to form a company for the primary purpose of purchasing shares of stock of Colonial Airlines. It was their thought that it would be desirable from the standpoint of the employees to have a company of this type in order that they might have a voice as stockholders in corporate affairs and in order that they might have a closer relationship with their employer. Although not their primary purpose, the pilots thought that this company should also have the right to invest in the securities of other corporations.

I have tentatively suggested the following basis upon which this company should be organized. A corporation will be formed in New York State. One share of stock in the corporation will be sold to each pilot in the employ of Colonial Airlines who desires to participate in the corporation. The proceeds of this