[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