[Federal Register Volume 59, Number 157 (Tuesday, August 16, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-19964]


[[Page Unknown]]

[Federal Register: August 16, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20459; 811-5926]

 

Tax-Exempt Income Portfolio B; Notice of Application

August 9, 1994.
Agency: Securities and Exchange Commission (``SEC'').

Action: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (``Act'').

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Applicant: Tax-Exempt Income Portfolio B.

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 3, 1994 and amended on 
August 1, 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 September 6, 
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, 6 St. James Avenue, Boston, Massachusetts 02116.

For Further Information Contact:
James E. Anderson, Staff Attorney, at (202) 942-0573, or Robert A. 
Robertson, Branch Chief, at (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, a New York trust, is an open-end management 
investment company. On October 6, 1989, applicant filed a notification 
of registration pursuant to section 8(a) and a registration statement 
on Form N-1A pursuant to section 8(b). Applicant never registered its 
securities under the Securities Act of 1933.
    2. Applicant was organized as a master fund in a master/feeder 
arrangement with Yankee Funds, another registered management investment 
company. Yankee Tax-Exempt Income Fund B, a portfolio of Yankee Funds, 
invested in applicant and owned substantially all of applicant's units 
of beneficial interest.
    3. On February 22, 1993, the boards of trustees of Yankee Funds and 
applicant approved a plan of reorganization whereby all of applicant's 
assets would be transferred to Galaxy Tax-Exempt Bond Fund, a portfolio 
of the Galaxy Fund. In accordance with rule 17a-8, the trustees of 
applicant and The Galaxy Fund determined that the reorganization was in 
the best interests of each trust, and that the interests of the 
existing shareholders of each trust would not be diluted as a 
result.\1\
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    \1\Applicant and the Galaxy Equity Growth Fund may be deemed to 
be affiliated persons of each other by reason of having a common 
investment adviser, common directors, and common officers. Although 
purchases and sales between affiliated persons generally are 
prohibited by section 17(a), rule 17a-8 provides an exemption for 
certain purchases and sales among investment companies that are 
affiliated persons of each other solely by reason of having a common 
investment adviser, common directors, and/or common officers.
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    4. A combined proxy statement and prospectus was sent to Yankee 
Tax-Exempt Income Fund B's shareholders on April 11, 1993. Definitive 
copies of such materials were filed with the SEC as part of The Galaxy 
Fund's registration on April 23, 1993. A majority of the shareholders 
of Yankee Tax-Exempt Income Fund B approved the reorganization at a 
meeting held on May 6, 1993, and Yankee Tax-Exempt Income Fund B, as 
holder of a majority of the units of beneficial interest of applicant, 
approved the reorganization by written consent dated May 6, 1993.
    5. On May 7, 1993, applicant transferred all of its assets and 
liabilities to Galaxy Tax-Exempt Bond Fund in exchange for shares of 
that fund. Thereafter, applicant distributed the Galaxy Tax-Exempt Bond 
Fund shares to its shareholders. Applicant's shareholders received 
shares of the Galaxy Tax-Exempt Bond Fund with an aggregate net asset 
value equal to the aggregate net asset value of their respective 
interests in applicant.
    6. In connection with the reorganization, applicant incurred 
expenses such as professional fees, custody and administration fees and 
expenses totaling $25,252. The expenses were paid by applicant.
    7. Applicant has no outstanding debts or liabilities. Applicant is 
not a party to any litigation or administrative proceeding. Applicant 
has no shareholders and is not engaged, nor does it propose to engage, 
in any business activities other than those necessary for the winding-
up of its affairs.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-19964 Filed 8-15-94; 8:45 am]
BILLING CODE 8010-01-M