[Federal Register Volume 59, Number 72 (Thursday, April 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-8928]


[[Page Unknown]]

[Federal Register: April 14, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20203; File No. 811-4406]

 

SunAmerica Tax Free Portfolios; Application for Deregistration

April 7, 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: SunAmerica Tax Free Portfolios.

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 on Form N-8F was filed on March 24, 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 May 2, 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 notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, DC 20549. 
Applicant, 733 Third Avenue, New York, New York 10017.

FOR FURTHER INFORMATION CONTACT:
James J. Dwyer, Staff Attorney, at (202) 504-2920, or C. David Messman, 
Branch Chief, at (202) 272-3018 (Office of Investment Company 
Regulation, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end diversified management investment 
company organized as a Massachusetts business trust. On September 13, 
1984, applicant filed a notification of registration on Form N-8A.\1\ 
On September 16, 1985, applicant filed a registration statement under 
the Securities Act of 1933 and section 8(b) of the Act. The 
registration statement became effective on November 29, 1985, and 
applicant's initial public offering commenced immediately thereafter.
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    \1\Applicant formerly was named Integrated Insured Tax Free 
Fund.
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    2. At a joint meeting held on March 31, 1993, the boards of 
trustees of applicant and SunAmerica Income Funds (the ``Acquiring 
Company''), a series company organized as a Massachusetts business 
trust, approved an agreement and plan of reorganization (the 
``Agreement'') between applicant and the Acquiring Company. The 
Agreement and the transactions contemplated thereby are collectively 
referred to as the ``Reorganization.'' The Agreement provided for the 
transfer of all of the assets and liabilities of applicant's series, 
SunAmerica Tax Exempt Insured Fund (the ``Fund'')\2\ in exchange for 
shares of SunAmerica Tax Exempt Insured Fund (the ``Acquiring Fund''). 
The Acquiring Company is a series company organized as a Massachusetts 
business trust,\3\ and the Acquiring Fund is a series of the Acquiring 
Company.
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    \2\The Fund was named Selected Tax-exempt Real Estate Income 
Pooled Shares prior to the Reorganization, and originally was named 
Selected Term Real Estate Income Pooled Share.
    \3\The Acquiring Company was named SunAmerica Income Portfolios 
prior to the Reorganization.
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    3. Applicant stated in proxy materials filed in connection with the 
Reorganization that the purpose of the Reorganization was to provide 
additional flexibility in purchasing shares of the SunAmerica mutual 
funds, eliminate duplication of administrative and management tasks, 
and provide applicant's shareholders with a wider range of investment 
options.
    4. Applicant, the Acquiring company, and the Acquiring Fund are 
``affiliated persons'' of each other, as that term is defined in the 
Act, solely by reason of having a common investment adviser, common 
trustees, and common officers. Applicant and the Acquiring Company 
relied on rule 17a-8 under the Act in order to exempt the transaction 
from the affiliated transaction prohibition of section 17(a) of the 
Act. To avail itself of the rule 17a-8 exemption, each of the boards of 
directors of applicant and the Acquiring Company determined that the 
Reorganization was in the best interest of the shareholders and that 
the interests of existing shareholders would not be diluted as a result 
of the Reorganization.
    5. Preliminary proxy materials were filed on June 17, 1993, as part 
of the Acquiring Company's registration statement on Form N-14. 
Definitive proxy materials relating to the Reorganization were filed on 
July 29, 1993, and mailed to applicant's shareholders on or about that 
date. Applicant's shareholders voted to approve the Agreement on 
September 23, 1993.
    6. As of October 1, 1993, applicant had 14,839,217.351 shares 
outstanding, having an aggregate net asset value of $190,683,942.96, 
and a per share net asset value of $12.85. On October 1, 1993, pursuant 
to the Agreement, applicant transferred all of its assets and 
liabilities to the Acquiring Fund in exchange for shares of the 
Acquiring Fund. The aggregate net asset value of Acquiring Fund shares 
received was equal to the net asset value of the Fund's shares held. 
Applicant then distributed the Acquiring Fund's shares it received pro 
rata to its shareholders, in complete liquidation of applicant.
    7. No brokerage commissions were paid in connection with the 
Reorganization. Pursuant to the Agreement, the expenses for effecting 
the Reorganization were borne by the participating funds, including 
applicant and the Acquiring Company. Such expenses, which are not 
expected to exceed $50,000 for applicant, include preparation of proxy 
materials, printing expenses, and legal and accounting fees.
    8. At the time of the application, applicant had no shareholders, 
assets, or liabilities. Applicant is not a party to any litigation or 
administrative proceeding. Applicant is not engaged in, nor does it 
propose to engage in, any business activities other than those 
necessary for the winding up of its affairs.
    9. On March 23, 1994, applicant filed a certificate of Termination 
of Trust with the Massachusetts Secretary of State.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-8928 Filed 4-13-94; 8:45 am]
BILLING CODE 8010-01-M