[Federal Register Volume 61, Number 29 (Monday, February 12, 1996)]
[Pages 5432-5433]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3050]


[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.


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.

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 
    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]