[Federal Register Volume 62, Number 122 (Wednesday, June 25, 1997)]
[Pages 34331-34332]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-16633]



[Investment Company Act Release No. 22720; 811-5412]

State Bond Tax-Free Income Funds, Inc.; Notice of Application

June 19, 1997.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').


APPLICANT: State Bond Tax-Free Income Funds, Inc.

RELEVANT ACT SECTION: Order requested pursuant to section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATES: The application was filed on February 20, 1997, and 
amended on May 29, 1997.

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 July 14, 1997, 
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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant: Stated Bond Tax-Free Income Funds, Inc., 100 North 
Minnesota Street, P.O. Box 69, New Ulm, Minnesota 56073-0069.

FOR FURTHER INFORMATION CONTACT: John K. Forst, Staff Attorney, at 
(202) 942-0569, or Elizabeth G. Osterman, Assistant Director, 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

    Applicant is a registered open-end management investment company, 
organized as a Maryland corporation. SEC records indicate applicant 
filed its notification of registration on Form N-8A under the Act and 
filed a registration statement on Form N-1A under the Act and under the 
Securities Act of 1933 on December 7, 1987. On January 28, 1988, 
applicant commenced its initial public offering. Applicant is advised 
by ARM Capital Advisors, Inc. (``ARM'').
    2. On August 16, 1996, applicant's board of directors considered an 
Agreement and Plan of Reorganization (the ``Reorganization Agreement'') 
between applicant and Federated Municipal Opportunities Fund, Inc. (the 
``Federated Fund''). The Federated Fund is advised by Federated 
Advisers, a subsidiary of Federated Investors (together ``Federated''). 
Pursuant to the Reorganization Agreement, applicant would transfer all 
of its net assets to the Federated Fund in exchange for Class A shares 
of the Federated Fund. The directors considered several factors and 
identified certain potential benefits likely to result from the 
reorganization, including, (a) operating efficiencies as a result of 
the larger combined size of applicant and the Federated Fund, (b) 
although the Federated Fund, unlike applicant, invests in municipal 
bonds which are generally not exempt from the Minnesota personal income 
tax, the tax-

[[Page 34332]]

equivalent yield produced by the Federated Fund historically has 
exceeded the tax-equivalent yield produced by applicant, (c) applicant 
and the Federated Fund have investment objectives that are similar in 
many respects, (d) applicant's maximum front end sales charge is the 
same as that of the Federated Fund, (e) expenses of the reorganization 
will be borne by ARM and/or Federated, and (f) the anticipated tax free 
nature of the reorganization. The directors concluded that the 
reorganization presents no significant risks or costs that would 
outweigh the benefits discussed above. Applicant's board of directors 
unanimously approved the reorganization at a meeting of the board on 
August 26, 1996.
    3. On October 15, 1996, Federated Fund filed a registration 
statement and proxy materials on Form N-14 soliciting approval of the 
reorganization by applicant's shareholders. The registration statement 
was declared effective on October 25, 1996. Shareholders approved the 
reorganization at a special meeting held on December 9, 1996.
    4. On December 13, 1996, the date of the reorganization, applicant 
had 1,733,290.919 shares of common stock outstanding. Applicant's net 
asset value was $10.59 per share and its aggregate net asset value was 
$18,351,963.27. Applicant transferred assets valued at $18,351.963.27, 
and received in exchange 1,756,180.300 Class A shares of the Federated 
Fund, representing an aggregate net asset value equal to the aggregate 
net asset value of applicant's transferred shares. Such shares were 
then distributed to the shareholders of applicant, on that date, in 
proportion to each shareholder's interest in applicant based on net 
asset value.
    5. All costs involved in the reorganization will be paid by ARM 
and/or Federated.
    6. Applicant has no securityholders and no remaining assets, debts, 
or liabilities as of the date of the application.
    7. Applicant is not a party to any litigation or administrative 
proceeding. Applicant is not now engaged, and does not propose to 
engage, in any business activities other than those necessary for the 
winding up of its affairs.
    8. Applicant intends to file articles of dissolution with the 
Maryland State Department of Assessments and Taxation following 

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-16633 Filed 6-24-97; 8:45 am]