Reorganizations are the ordinary mechanism by which the American fund industry reshapes itself, and they leave a paper trail that is at once meticulous and fragmentary. The end of The Wall Street Fund, Inc. as a registrant is documented by two records that describe the same events from opposite sides: the successor's 2019 registration statement, written by the party that received the assets, and the Commission's 2017 Federal Register notice, summarizing the application filed by the party that gave them up. Read together, they allow the archive to reconstruct a sequence that a single source would blur.
Two registrants
The transferor was a Maryland corporation, registered under the Investment Company Act as File No. 811-00515. The transferee was a series of Wall Street EWM Funds Trust, a Delaware statutory trust organized on April 12, 2011 and registered separately as File No. 811-22548. The two shared an adviser: Evercore Wealth Management, LLC had served both the corporation and, later, the trust's series since May 1, 2010. The trust, in other words, was created a year after the adviser's arrival and three years before it received the corporation's assets — a sequence consistent with a deliberate migration of a legacy corporate fund into a modern trust structure under new management.
Four dates, four kinds
The record supplies four dates for the transaction, and each belongs to a different category.
The shareholder vote came on September 15, 2014, when shareholders of the corporation "approved the reorganization of the Predecessor Fund into the Fund". The transaction date — the day shareholders received value — is September 30, 2014, when, according to the Federal Register summary, the corporation "made a final distribution to its shareholders based on net asset value," having transferred its assets to the trust's corresponding series; reorganization expenses of $74,844 were paid by the corporation and its adviser. The effective date is October 1, 2014, "as of the close of business," when the successor records the transfer of assets in exchange for its shares and its assumption of the predecessor's liabilities. And the name change took effect on March 1, 2016, when the successor series ceased to be called "The Wall Street Fund" and became "Evercore Equity Fund".
The adoption of history
The 2019 filing explains why the successor could present pre-2014 returns as its own: "Since the Fund's investment objectives and policies are the same in all material respects as the Predecessor Fund's, and since the Fund has engaged Evercore Wealth Management, LLC ... the Fund has adopted the prior performance and financial history of the Predecessor Fund". The successor became the accounting successor, and its financial highlights for periods before October 1, 2014 are the corporation's.
This is a settled and disclosed practice, and the archive records it as such. It has one implication for historical method. A performance figure for 1999 or 2004 that appears in a document of the successor is the historical fund's result, restated by a different legal person under a different name. The archive attributes such figures to the historical fund and its adviser of the period and treats the successor's restatement as a secondary carrier of a primary fact.
The exit
Transfer of assets and distribution to shareholders leave the transferor as an empty registrant. Section 8(f) of the Investment Company Act supplies the exit: upon application, the Commission may issue an order declaring that a registered investment company has ceased to be one, whereupon its registration ceases to be in effect. The Wall Street Fund, Inc. filed its application on December 20, 2016 — more than two years after the distribution — giving as its address 55 East 52nd Street, 23rd Floor, New York, the offices of Evercore Wealth Management.
The Commission's notice, Release No. IC-32456, is dated January 27, 2017 and was published in the Federal Register on February 2, 2017 at 82 FR 9087, with hearing requests due by 5:30 p.m. on February 21. The notice states the standard consequence: an order granting each application will issue unless the Commission orders a hearing.
Why the gap
Twenty-six months separate the final distribution from the deregistration application. The record is silent on the reason, and the archive leaves the question open. Two observations are nonetheless warranted. First, a dissolved corporation must wind up tax reporting, resolve contingent liabilities and confirm that all shareholder payments have cleared before it can truthfully represent that it has ceased to be an investment company; intervals of six to eight months between final distribution and application are typical of the other Section 8(f) applicants noticed on the same Federal Register pages, which places the corporation's twenty-six months at the long end of the distribution. Second, the interval spans the March 2016 renaming of the successor. Whether the two were connected is a question for a later phase of research.
Conclusion
The reorganization of The Wall Street Fund, Inc. is, in its mechanics, entirely typical: shareholder approval, transfer at net asset value, adoption of history by an accounting successor, a new name, and a Section 8(f) exit. What makes it instructive is the quality of its documentation. Two primary records, written from opposite sides of the transaction, permit the archive to distinguish the vote from the payment from the effective transfer from the renaming from the filing from the publication. That discipline of date-typing, applied to one small fund, is the method the archive proposes to apply to many.