[Federal Register Volume 61, Number 29 (Monday, February 12, 1996)]
[Notices]
[Pages 5432-5433]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3050]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21731; 811-4725]
National Total Return Fund; Notice of Application
February 5, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
APPLICANT: National Total Return Fund.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has
ceased to be an investment company.
FILING DATE: The application was filed on July 3, 1995 and amended on
January 11, 1996.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicant with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on March 1, 1996,
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 may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Applicant, One American Row, Hartford, Connecticut 06115.
FOR FURTHER INFORMATION CONTACT:
Deepak T. Pai, Staff Attorney, at (202) 942-0574, or Alison E. Baur,
Branch Chief, at (202) 942-0564 (Division of Investment Management,
Office of Investment Company Regulation).
[[Page 5433]]
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end management investment company organized
as a Massachusetts business trust. On July 1, 1986, applicant
registered under the Act as an investment company, and filed a
registration statement under the Securities Act of 1933. The
registration statement was declared effective, and applicant's initial
public offering commenced, on August 29,1986. The registration
statement was filed in anticipation of a reorganization of applicant, a
series of National Securities Funds. Applicant is the successor to
National Securities Funds, whose registration statement was originally
filed on August 17, 1945.
2. On June 30, 1993, applicant's Board of Trustees and the Board of
Directors of the Phoenix Total Return Fund, Inc. (``PTRF'') unanimously
approved an agreement and plan of reorganization (the ``Plan''), in
accordance with rule 17a-8 of the Act, whereby applicant would transfer
all of its assets to PTRF, a Massachusetts corporation.\1\ Proxy
materials were filed with the SEC and were distributed to shareholders
on September 3, 1993. At a special meeting held on November 11, 1993,
applicant's shareholders approved the Plan.
\1\ Applicant and PTRF may be deemed to be affiliated persons of
each other by reason of having a common investment adviser, common
directors, and/or common officers. Although purchases and sales
between affiliated persons generally are prohibited by section 17(a)
of the Act, rule 17a-8 provides an exemption for certain purchases
and sales among investment companies that are affiliated persons of
one another solely by reason of having a common investment adviser,
common directors, and/or common officers.
---------------------------------------------------------------------------
3. On December 3, 1993 (the ``Closing Date''), applicant
transferred all of its assets to PTRF. Accordingly, securityholders of
applicant became securityholders of PTRF. In consideration for the
transfer, PTRF assumed all of applicant's liabilities and delivered to
applicant full and fractional shares of common stock of PTRF equal to
that number of full and fractional PTRF shares as determined based on
the relative net asset values per share of applicant and PTRF as of the
close of trading of the New York Stock Exchange on the Closing Date.
Applicant distributed such PTRF shares pro rata to its securityholders
and simultaneously applicant's shares held by its securityholders were
canceled.
4. Phoenix Investment Counsel, Inc., an affiliate of applicant,
paid all of the direct and indirect expenses of the reorganization,
including any brokerage fees relating to transactions resulting from
the reorganization.
5. At the time of the application, applicant had no
secruityholders, assets, or liabilities. Applicant is not a party to
any litigation or administrative proceeding.
6. Applicant is not now engaged, nor does it propose to engage, in
any business activities other than those necessary for the winding up
of its affairs. Applicant has filed documents necessary to terminate
its existence as a Massachusetts business trust.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-3050 Filed 2-9-96; 8:45 am]
BILLING CODE 8010-01-M
