[Federal Register Volume 85, Number 179 (Tuesday, September 15, 2020)]
[Notices]
[Pages 57279-57280]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-20268]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34005; File No. 811-07963]


Nysa Series Trust

September 9, 2020.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for deregistration under Section 8(f) of 
the Investment Company Act of 1940 (``Act'').

Summary of Application: Applicant seeks an order declaring that it has 
ceased to be an investment company.

Applicant: Nysa Series Trust (``Trust'').

Filing Date: The application was filed on September 9, 2020.

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 emailing the Commission's 
Secretary at Secretarys-Office@sec.gov and serving Applicant with a 
copy of the request by email. Hearing requests should be received by 
the Commission by 5:30 p.m. on September 28, 2020, and should be 
accompanied by proof of service on the Applicant, in the form of an 
affidavit or, for lawyers, a certificate of service. Pursuant to rule 
0-5 under the Act, hearing requests should state the nature of the 
writer's interest, any facts bearing upon the desirability of a hearing 
on the matter, the reason for the request, and the issues contested. 
Persons who wish to be notified of a hearing may request by emailing 
the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090; Applicant, Joseph Masella, 507 
Plum Street, Suite 120, Syracuse, NY 13204.

FOR FURTHER INFORMATION CONTACT: Chief Counsel's Office at (202) 551-
6821; SEC, Division of Investment Management, Chief Counsel's Office, 
100 F Street NE, Washington, DC 20549-8010.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicant's Representations

    1. Applicant, an open-end management investment company registered 
under the Act, seeks an order declaring that it has ceased to be an 
investment company. Applicant consists of a single series, the NYSA 
Fund (``Fund'').
    2. On September 8, 2020, Applicant made a cash distribution of 
64.4% of its assets to its shareholders on the basis of net assets. 
Applicant's board of trustees (``Board''), including a majority of 
disinterested Board members, determined that it was in the best 
interests of its shareholders to deregister the Applicant under the 
Act. The Board also determined that Applicant should remain in 
existence temporarily for the limited purposes of (i) holding an 
illiquid asset pending (a) a liquidity event regarding such asset that 
will provide the Applicant with cash to distribute to shareholders or 
(b) the Board's determination that such asset has no value; and (ii) 
continuing as plaintiff in a pending lawsuit. Applicant will maintain a 
cash reserve of $188,565 to be used for expenses in connection with its 
dissolution.

Applicant's Legal Analysis

    1. In relevant part, Section 8(f) of the Act provides that 
``[w]henever the Commission, on its own motion or upon application, 
finds that a registered investment company has ceased to be an 
investment company, it shall so declare by order and upon the taking 
effect of such order the registration of such company shall cease to be 
in effect. If necessary for the protection of investors, an order under 
this subsection may be made upon appropriate conditions.'' Applicant 
has filed an application for an order under Section 8(f). In support of 
its request, Applicant states that it has made a cash distribution of 
64.4% of its assets to its shareholders on the basis of net assets, and 
has retained certain illiquid assets and cash temporarily for the 
limited purposes noted above. Applicant further states that the cash 
distribution of its assets was made pursuant to a provision in its 
Declaration of Trust that permits the Trust to redeem shares if the 
Board determines in its sole discretion that failure to redeem the 
shares may have materially adverse consequences to all or any of the 
Trust's shareholders. Applicant states that at a meeting held

[[Page 57280]]

on August 28, 2020, the Board unanimously determined that failure to 
redeem the Fund's shares would likely result in adverse consequences to 
all of the Fund's shareholders.

Applicant's Conditions

    Applicant has agreed to the following as conditions to 
deregistration under the Act:
    1. Applicant will continue to maintain its internet website and 
shall post its semi-annual (unaudited) and annual (audited by the 
Applicant's independent accountants) financial statements to its 
website. As of the date of the filing of the application, Applicant has 
not engaged an independent accounting firm to audit the Applicant. 
However, the Board and Applicant's management are actively seeking a 
firm to perform any required audits. The Applicant's financial 
statements will be prepared in conformity with generally accepted 
accounting practices in the United States of America and comply with 
Regulation S-X, as if the Applicant were a registered management 
investment company, and will be posted to the Applicant's website 
within 60 days of the period's end. Within 60 days of the period's end, 
Applicant will send notifications to the shareholders (i) informing 
them that its financial statements are available online, (ii) providing 
the internet address where the financial statements can be found and 
(iii) offering to send them a paper copy, free of charge, upon their 
request.
    2. Applicant will continue to maintain a Board that complies with 
the fund governance standards under Rule 0-1(a)(7) under the Act as if 
Applicant were a registered management investment company. The 
Applicant's Board will continue to meet no less frequently than 
quarterly. The Board shall continue to approve the selection of the 
Applicant's independent public accountant in accordance with Rule 32a-4 
under the Act as if the Applicant were a registered management 
investment company. No less frequently than quarterly, the Applicant's 
Board shall determine the fair value of the illiquid asset in a manner 
consistent with Section 2(a)(41) of the Act. In the event that the 
value ascribed to that asset decreases 25% or more with respect to its 
prior value, such decrease shall be promptly communicated in writing to 
(i) the shareholders and (ii) staff of the Commission's Division of 
Investment Management.
    3. Applicant shall continue to maintain and implement the policies 
and procedures required by Rules 17j-1 and 38a-1 under the Act as if it 
were a registered management investment company.
    4. Applicant will comply with the books and records provisions of 
Section 31 of the Act, and the rules thereunder as set forth in the 
response to Item 7 of the application. Such books and records shall 
promptly be made available to the staff of the Commission as requested.
    5. Applicant will operate in compliance with Section 17 of the Act 
as if it were a registered management investment company.
    6. Neither (i) the Applicant's investment adviser, (ii) any 
``affiliated person'' (as defined in the Act) of the investment 
adviser, (iii) any affiliated person of the Applicant, nor (iv) any 
affiliated person of the persons described in clauses (ii) or (iii) 
will receive any fee or other payment, directly or indirectly, from 
Applicant; provided, however, that Applicant is permitted to make pro 
rata liquidation distributions.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-20268 Filed 9-14-20; 8:45 am]
BILLING CODE 8011-01-P


