[Federal Register Volume 59, Number 172 (Wednesday, September 7, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-21928]


[[Page Unknown]]

[Federal Register: September 7, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 20507; 811-5263]

 

IDEX Total Income Trust; Notice of Application

August 30, 1994.

AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Exemption under the Investment 
Company Act of 1940 (``Act'').

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APPLICANT: IDEX Total Income Trust.

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 April 28, 1994, and amended on 
August 4, 1994.

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 September 26, 
1994, 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 such notification by writing to 
the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, DC 20549. 
Applicant, 201 Highland Avenue, Largo, Florida 34640.

FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Attorney, at (202) 942-0583, or Barry D. 
Miller, Senior Special Counsel, at (202) 942-0564 (Division of 
Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant, an open-end diversified management investment 
company, is organized as a business trust under the laws of the 
Commonwealth of Massachusetts. On January 7, 1987, applicant filed a 
notification of registration on Form N-8A under section 8(a) of the Act 
and a registration statement on Form N-1A under section 8(b) of the Act 
and the Securities Act of 1933. The registration statement became 
effective on June 24, 1987, and the public offering of applicant's 
shares commenced on June 29, 1987.
    2. On March 22, 1993, applicant's board of trustees adopted an 
agreement and plan of reorganization and liquidation (the ``Plan''). 
The Plan provided for the transfer of all of applicant's assets to IDEX 
II Flexible Income Portfolio (the ``Portfolio''), a separate series of 
IDEX II Series Fund, a Massachusetts business trust, in exchange for 
the assumption by the Portfolio of all of the debts, liabilities, 
obligations, and duties of applicant, and shares of the Portfolio equal 
in number to the shares of applicant outstanding as of the close of 
business on September 30, 1993.
    3. Applicant and the Portfolio are affiliated persons because they 
have common officers; they therefore relied on the exemption provided 
by rule 17a-8 under the Act to effect the transaction.\1\ Consequently, 
the trustees determined, in accordance with rule 17a-8, that the 
purchase of applicant's assets by the Portfolio was in applicant's best 
interests, and that such purchase would not result in any dilution to 
the interests of the existing shareholders.
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    \1\Rule 17a-8 provides an exemption from the affiliated 
transaction prohibition of section 17(a) of the Act for a merger of 
investment companies that may be affiliated persons of each other 
solely by reason of having a common investment adviser, common 
directors, and/or common officers.
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    4. Applicant filed preliminary proxy materials with the SEC on or 
about May 28, 1993, and filed definitive proxy materials with the SEC 
on or about June 24, 1993. On or about June 25, 1993, a notice of the 
special meeting, proxy statement, and form of proxy relating to the 
Plan were distributed to applicant's shareholders. The Plan was 
approved by vote of applicant's shareholders at a special meeting of 
shareholders held on July 28, 1993.
    5. As indicated in the proxy materials, the purpose of the 
reorganization of applicant into the Portfolio was to reduce the number 
of separately organized investment companies in the IDEX group, to 
enable the combination of prospectuses, statements of additional 
information, and shareholder reports, and to provide other operational 
efficiencies for certain IDEX funds, including applicant and its 
successor. The reorganization also implemented various changes to 
applicant's investment policies and restrictions in order to 
standardize these matters for the funds in the IDEX group.
    6. As of October 1, 1993, there were 3,048,111.95 shares of 
beneficial interest of applicant outstanding, with an aggregate net 
asset value of $29,232,430 and a per share net asset value of $9.59. On 
that date, applicant transferred to the Portfolio all right, title, and 
interest in and to its assets, including all securities, cash, cash 
equivalents, receivables, and other assets. In exchange, the Portfolio 
assumed all debts, liabilities, obligations and duties of applicant, 
and issued and delivered to applicant full and fractional shares of 
Portfolio equal in number to the shares of applicant outstanding as of 
the close of business on September 30, 1993. Applicant then liquidated 
and distributed pro rata (resulting in a one-for-one distribution) to 
its shareholders of record the shares of the Portfolio received in 
exchange for shareholders' shares of applicant.
    7. The expenses incurred in connection with the reorganization 
consisted primarily of legal expenses, expenses of printing and mailing 
communications to shareholders, registration fees, and miscellaneous 
accounting and administrative expenses totalling $35,492.71. In 
accordance with the Plan, the Portfolio was responsible for the 
expenses of both parties in connection with the reorganization.
    8. At the time of the application, applicant had no shareholders, 
assets, or liabilities, nor was it a party to any litigation or 
administrative proceeding. Applicant is not engaged in, nor does it 
propose to engage in, any business activities other than those 
necessary for the winding-up of its affairs.
    9. Applicant intends to file a notification of dissolution with the 
Secretary of State of the Commonwealth of Massachusetts.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-21928 Filed 9-6-94; 8:45 am]
BILLING CODE 8010-01-M