[Federal Register Volume 61, Number 21 (Wednesday, January 31, 1996)]
[Notices]
[Pages 3517-3518]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-1786]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21706; 811-4575]


Total Growth Trust

January 24, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

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

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APPLICANT: Total Growth Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATES: The application was filed on October 3, 1995 and amended 
on January 22, 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 February 20, 
1996 and should be accompanied by proof of service on the 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 5th Street, N.W., Washington, D.C. 
20549. Applicant, c/o Dain Bosworth Incorporated, Dain Bosworth Plaza, 
60 South 6th Street, Minneapolis, Minnesota 55402.

FOR FURTHER INFORMATION CONTACT:
Sarah A. Buescher, Staff Attorney, at (202) 942-0573, or Alison E. 
Baur, Branch Chief, 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 is a unit investment trust registered under the Act 
that offers shares in two series, Treasuries and Growth Stocks Series 2 
(``Series 2'') and Treasuries and Growth Stocks Series 3 (``Series 
3'').\1\ Applicant was created under the laws of Minnesota pursuant to 
a Trust Indenture and Agreement dated December 18, 1985.

    \1\ Total Growth Trust, Treasuries and Growth Stocks Series 1, a 
separate unit investment trust, previously received an order under 
section 8(f) of the Act declaring that it has ceased to be an 
investment company. See Investment Company Act Release Nos. 19721 
(Sept. 17, 1993) (notice) and 19781 (Oct. 13, 1993) (order).
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    2. On January 31, 1986, applicant filed a Notification of 
Registration on Form N-8A pursuant to section 8(a) of the Act, and a 
registration statement on Form N-8B-2 pursuant to section 8(b) of the 
Act. To register its Series 2 shares, applicant filed a registration 
statement on Form S-6 under the Securities Act of 1933 on January 31, 
1986. The registration statement became effective, and the initial 
public offering of Series 2 shares commenced, on February 27, 1986. To 
register its Series 3 shares, applicant filed a registration statement 
on Form S-6 on March 17, 1986. This registration statement became 
effective, and the initial public offering of Series 3 shares 
commenced, on April 15, 1986.
    3. Series 2 had a mandatory termination date of March 2, 1994 and 
on that date it distributed $11,566,246 to unitholders. Series 3 had a 
mandatory termination date of November 30, 1994, and it distributed 
$7,419,976 to unitholders on November 20, 1994. The distribution to 
unitholders was based on net asset value.
    4. U.S. Treasury obligations held by both Series matured, and all 
equity securities held by the Series were sold, prior to the Series' 
termination dates. No brokerage commissions were paid in connection 
with such transactions.
    5. Applicant retained $12,737 and $11,021.18 to pay expenses in 

[[Page 3518]]
    connection with the liquidation of Series 2 and Series 3, respectively. 
Such expenses included trustee and audit fees, the cost of preparing 
tax returns and printing the annual reports, and postage charges. 
Although applicant does not anticipate additional expenses, Dain 
Bosworth Incorporated, applicant's principal underwriter and depositor, 
will pay such expenses if necessary.
    6. As of the date of the application, applicant had no assets, 
other than the cash discussed in paragraph 5, no liabilities, and no 
unitholders. Applicant is not a party to any litigation or 
administrative proceeding. Applicant is not engaged, nor proposes to 
engage, in any business activities other than those necessary for the 
winding-up of its affairs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-1786 Filed 1-30-96; 8:45 am]
BILLING CODE 8010-01-M