[Federal Register Volume 61, Number 29 (Monday, February 12, 1996)]
[Notices]
[Page 5432]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3049]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21732; 811-2660]


National Securities Tax Exempt Bonds, Inc.; 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'').

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APPLICANT: National Securities Tax Exempt Bonds, Inc.

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 5th 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).

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 Maryland corporation. On September 6, 1976, 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 November 5, 1976.
    2. On June 30, 1993, applicant's Board of Directors and the Board 
of Trustees of the Phoenix Multi-Portfolio Fund 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 and liabilities to the Phoenix Tax-Exempt Bond Portfolio (the 
``Tax-Exempt Portfolio'') of the Phoenix Multi-Portfolio Fund, a 
Massachusetts business trust.\1\ Proxy materials were filed with the 
SEC and were distributed on September 16, 1993. At a special meeting 
held on November 4, 1993, applicant's shareholders approved the Plan.

    \1\ Applicant and the Phoenix Multi-Portfolio Fund 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.
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    3. On November 12, 1993 (the ``Closing Date''), applicant 
transferred all of its assets to the Tax-Exempt Portfolio. Accordingly, 
securityholders of applicant became securityholders of the Tax-Exempt 
Portfolio. In consideration for the transfer, the Tax-Exempt Portfolio 
assumed all of applicant's liabilities and delivered to applicant full 
and fractional shares of beneficial interest of the Tax-Exempt 
Portfolio equal to that number of full and fractional Tax-Exempt 
Portfolio shares as determined based on the relative net asset values 
per share of applicant and the Tax-Exempt Portfolio as of the close of 
trading of the New York Stock Exchange on the Closing Date. Applicant 
distributed such Tax-Exempt Portfolio 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 shareholders, 
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 filed Articles of Dissolution to terminate 
its existence as a Maryland corporation and was dissolved on June 16, 
1995.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-3049 Filed 2-9-96; 8:45 am]
BILLING CODE 8010-01-M