Two registrants, one portfolio
The transaction involved two distinct legal persons. The transferor was The Wall Street Fund, Inc., a Maryland corporation registered since the 1940s under 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 under File No. 811-22548. Both were advised, from May 1, 2010, by Evercore Wealth Management, LLC.
Approval, distribution, effect
Shareholders of the corporation approved the reorganization on September 15, 2014. The Federal Register notice records that the corporation “transferred its assets to a corresponding series of the Wall Street EWM Funds Trust and, on September 30, 2014, made a final distribution to its shareholders based on net asset value,” with reorganization expenses of $74,844 paid by the fund and its adviser. The successor’s registration statement describes the transfer as “effective as of the close of business on October 1, 2014,” in exchange for shares of the successor and its assumption of the predecessor’s liabilities.
Interpretation. The two dates are readily reconciled. The applicant reported the date on which shareholders received their final distribution; the successor reported the date on which the transfer took legal effect on its books. The archive labels the first a transaction date and the second an effective date, and presents both.
Adoption of history
Because the successor’s objectives and policies were the same in all material respects and the same adviser continued, the successor “adopted the prior performance and financial history of the Predecessor Fund” and became its accounting successor, presenting pre-October 2014 results as its own. This is a routine and disclosed regulatory practice. For this archive it carries one consequence: any figure for periods before October 1, 2014 that appears in successor materials is the historical fund’s record, restated by a different legal entity, and is attributed here to the historical fund.
The name
The successor series carried the name “The Wall Street Fund” for seventeen months. On March 1, 2016 its name changed to “Evercore Equity Fund”. The successor trades under the symbol EWMCX and is the trust’s sole series.
Ending the registration
A corporation that has transferred its assets and distributed to shareholders continues to exist as a registrant until the Commission declares that it has ceased to be an investment company. Section 8(f) of the 1940 Act provides the mechanism. The Wall Street Fund, Inc. filed its application on December 20, 2016, giving as its address 55 East 52nd Street, 23rd Floor, New York — the address of Evercore Wealth Management. The Commission’s notice, Release No. IC-32456, is dated January 27, 2017 and was published on February 2, 2017 at 82 FR 9087, with hearing requests due by 5:30 p.m. on February 21. The notice states that an order granting each application will issue absent a hearing; the order itself lies outside the supplied record and its date is an open research item.