[Federal Register Volume 70, Number 178 (Thursday, September 15, 2005)]
[Notices]
[Pages 54595-54596]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-5026]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27061; 811-3934]


Tuxis Corporation; Notice of Application

September 9, 2005.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for deregistration under section 8(f) of 
the Investment Company Act of 1940 (the ``Act'').

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    Summary of Application: Tuxis Corporation requests an order 
declaring that it has ceased to be an investment company.
    Applicant: Tuxis Corporation.
    Filing Dates: The application was filed on May 3, 2004 and amended 
on September 8, 2005.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on October 4, 2005 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 Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-9303. Applicant, c/o Stephanie A. 
Djinis, Law Offices of Stephanie A. Djinis, 1749 Old Meadow Road, Suite 
310, McLean, VA 22102.

FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 
551-6870, or Todd F. Kuehl, Branch Chief, at (202) 551-6821 (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 
Commission's Public Reference Branch, 100 F Street NE., Washington, DC 
20549-0102 (telephone (202) 551-5850).

Applicant's Representations

    1. Applicant was incorporated under the laws of the State of 
Maryland as Bull & Bear Tax-Free Income Fund, a series of Bull & Bear 
Municipal Securities, Inc., an open-end management investment company 
registered under the Act on December 8, 1983. On November 8, 1996, 
applicant registered under the Act as a closed-end management 
investment company. Applicant changed its name to Tuxis Corporation in 
1998. In October 2001, applicant's stockholders approved a proposal to 
change the nature of applicant's business so as to cease to be an 
investment company and become an operating company. Shareholders 
approved the termination of the investment management agreement between 
applicant and its investment adviser, and applicant's board of 
directors terminated its management contract with the outside 
investment adviser effective November 30, 2001, and authorized 
applicant's officers to manage applicant's business affairs.
    2. Applicant's management commenced a business review, development 
and acquisition program with respect to the real estate and real estate 
services industries upon approval of the proposal, and formed five 
wholly-owned subsidiaries: Tuxis Real Estate I LLC (``TRE-I''), Tuxis 
Operations LLC (``TOP''), Tuxis Real Estate II LLC (``TRE-II''), Tuxis 
Real Estate Brokerage LLC (``TEB''), and Winmark Properties I LLC 
(``Winmark I''). Applicant states that none of these subsidiaries are 
investment companies as defined in section 3(a) of the Act. The 
business of TRE-I, TRE-II, and Winmark I consists of holding title to 
real estate. TOP operates and manages TRE-I's, TRE-II's and Winmark I's 
properties. TEB is expected to act as agent in the purchase, sale and 
lease of real estate. Applicant states that it intends to renovate the 
properties held by TRE-I, TRE-II and Winmark I and then engage in an 
active leasing program, operating the sites for multiple tenants in 
retail and other businesses. In addition, applicant states that it 
intends to further expand its real estate property holdings.
    3. Applicant states that its wholly-owned subsidiaries represent 
approximately 35.3% of applicant's total assets on an unconsolidated 
basis. Applicant further states that its holding of money market fund 
shares represent approximately 64.2% of applicant's total assets on an 
unconsolidated basis.
    4. For the last four fiscal quarters ended March 31, 2005 combined, 
applicant has had net losses from its real estate operations but has 
derived income from its holdings of Government securities and money 
market fund shares. During that same time period, applicant received 
interest and dividends of $95,915 from its holdings of Government 
securities and money market fund shares and $20,750 from its real 
estate operations. Applicant states that it expects its revenues from 
its real estate operations to increase and its revenues from money 
market fund shares to decrease as its current real estate holdings are 
developed and leased and as it makes additional real estate 
acquisitions, thereby reducing its money market fund holdings. Further, 
applicant states that management is actively reviewing a number of 
other real estate acquisition candidates and anticipates additional 
transactions.

Applicant's Legal Analysis

    1. Section 8(f) of the Act provides that whenever the Commission, 
upon application or its own motion, finds that a registered investment 
company has ceased to be an investment company, the Commission shall so 
declare by order and upon the taking effect of such order, the 
registration of such company shall cease to be in effect.
    2. Section 3(a)(1)(A) of the Act defines an investment company as 
any issuer which ``is or holds itself out as being engaged primarily, 
or proposes to engage primarily, in the business of investing, 
reinvesting, or trading in securities.'' Section 3(a)(1)(C) of the Act 
defines an investment company as any issuer which ``is engaged or 
proposes to engage in the business of investing, reinvesting, owning, 
holding, or trading in securities, and owns or proposes to acquire 
investment securities having a value exceeding 40 per centum of the 
value of such issuer's total assets (exclusive of Government securities 
and cash items) on an unconsolidated basis.'' Section 3(a)(2) of the 
Act defines investment securities as ``all securities except (A) 
Government securities, (B)

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securities issued by employees' securities companies, and (C) 
securities issued by majority-owned subsidiaries of the owner which (i) 
are not investment companies, and (ii) are not relying on the exception 
from the definition of investment company in paragraph (1) or (7) of 
subsection (c).'' Applicant states that it is no longer an investment 
company as defined in section 3(a)(1)(A) or section 3(a)(1)(C). 
Applicant states that it is primarily engaged in the business of 
developing its subsidiaries' real estate businesses, and also actively 
engaged in conducting a business review, development, and acquisition 
program for additional real estate business opportunities. Applicant 
further states that its holdings of money market fund shares are 
awaiting deployment in its real estate and services industries business 
strategy. Applicant states it is thus qualified for an order of the 
Commission pursuant to section 8(f) of the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. E5-5026 Filed 9-14-05; 8:45 am]
BILLING CODE 8010-01-P