[Federal Register Volume 59, Number 143 (Wednesday, July 27, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-18255]
[[Page Unknown]]
[Federal Register: July 27, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 20422; 811-6159]
Investors Preference NY Tax-Free Fund, Inc.; Notice of
Application for Deregistration
July 21, 1994.
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: Investors Preference NY Tax-Free Fund, Inc.
Relevant Act Section: Section 8(f).
Summary of Application: Applicant seeks an order declaring that it has
ceased to be an investment company.
Filing Date: The application was filed on June 30, 1994.
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 August 15, 1994
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 who wish to be
notified of a hearing may request such notification by writing to the
SEC's Secretary.
Addresses: Secretary, SEC, 450 Fifth Street NW., Washington, DC 20549.
Applicant, 41 State Street, Albany, New York 12207.
For Further Information Contact: Marc Duffy, Staff Attorney, (202) 942-
0565, or Barry D. Miller, Senior Special Counsel, (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 a non-diversified open-end management investment
company organized as a Washington corporation. On August 23, 1990,
applicant registered under section 8(a) of the Act and filed a
registration statement under section 8(b) of the Act and the Securities
Act of 1933. The registration statement was declared effective and
applicant commenced its initial public offering on February 7, 1991.
2. According to applicant's Combined Proxy Statement/Prospectus
dated February 16, 1994, in January 1994, First Albany Asset Management
Corporation (``First Albany''), applicant's investment adviser, entered
into an asset purchase agreement (the ``Asset Purchase Agreement'')
with Key Trust Company (``Key Trust''). Pursuant to the Asset Purchase
Agreement, Key Trust would acquire substantially all of the assets of
First Albany related to the management of applicant.
3. Consummation of the Asset Purchase Agreement was conditioned
upon applicant's Board of Directors approving the plan of
reorganization described below. On January 10, 1994, applicant's Board
of Directors approved a plan of reorganization whereby application
agreed to transfer substantially all of its assets and certain of its
liabilities to the Victory NY Tax-Free Portfolio (the ``Acquiring
Fund''), a newly-created series of The Victory Fund in exchange for
shares of the Acquiring Fund. According to the Combined Proxy
Statement/Prospectus, the Board of Directors determined that the
facilities and resources of Key Trust would be a benefit to applicant
and its shareholders. The Board of Directors also determined, among
other things, that the opportunity to exchange shares of applicants for
shares of the other 11 portfolios of the Victory Fund would be an added
advantage to applicant's shareholders.
4. Proxy materials related to the reorganization were filed with
the SEC and distributed to shareholders on or about February 28, 1994.
On April 22, 1994, holders of more than two-thirds of the outstanding
voting shares of applicant approved the reorganization.
5. On April 30, 1994, applicant had 1,782,572 shares outstanding
and total net assets of $22,795,947 and a net asset value per share of
$12.79.
6. As of April 30, 1994, applicant transferred substantially all of
its assets and certain of its liabilities to the Acquiring Fund in
exchange for full and fractional shares of the Acquiring Fund. Each of
applicant's shareholders received as a liquidating distribution shares
of the Acquiring Fund in the same dollar amount as the shares of
applicant held by such shareholder immediately prior to the effective
date of the reorganization, plus the right to receive any unpaid
dividends or distributions declared before the effective time of the
reorganization.
7. The cost of preparing, filing, and distributing registration and
proxy materials necessary to obtain shareholder approval of the
reorganization was borne by the Acquiring Fund's and applicant's
managers. No cost of the reorganization was borne by applicant.
8. As of the date of the application, applicant had retained $3,630
in cash to pay its remaining liabilities. Applicant has no
shareholders. Applicant is not a party to any litigation or
administrative proceeding. Applicant is not presently engaged in, nor
does it propose to engage in, any business activities other than those
necessary for the winding up of its affairs.
9. Applicant intends to file Articles of Dissolution under
Washington State law.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-18255 Filed 7-26-94; 8:45 am]
BILLING CODE 8010-01-M