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Tuxis Corporation; Notice of Application

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Start Preamble September 9, 2005.


Securities and Exchange Commission (“Commission”).


Notice of application for deregistration under section 8(f) of the Investment Company Act of 1940 (the “Act”).

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.


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.

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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).

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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) Start Printed Page 54596securities 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.

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For the Commission, by the Division of Investment Management, under delegated authority.

Jonathan G. Katz,


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[FR Doc. E5-5026 Filed 9-14-05; 8:45 am]