U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type
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1. Name and address of issuer:
Phoenix Total Return Fund, Inc.
101 Munson Street
Greenfield, MA 01301
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2. Name of each series or class of funds for which this notice is filed:
Phoenix Total Return Fund, Inc. Class A Shares
Phoenix Total Return Fund, Inc. Class B Shares
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3. Investment Company Act File Number: 811-1442
Securities Act File Number: 33-9069
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4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
4,547,448 shares $71,543,527
<PAGE>
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
2,745,932 shares $43,112,968
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
1,801,516 shares $28,430,559
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $43,112,968
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable). +28,430,559
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -66,350,141
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): +
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv) (if applicable): 5,193,386
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)] $ 1,790.83
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 2/27/96
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Thomas N. Steenburg
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Thomas N. Steenburg, Assistant Secretary
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Phoenix Total Return Fund, Inc.
Date 2/26/96
*Please print the name and title of the signing officer below the signature
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<PAGE>
February 26, 1996
Board of Directors
Phoenix Total Return Fund, Inc.
101 Munson Street
Greenfield, MA 01301
RE: Registration Statement No. 33-9069
Gentlemen:
I have served as counsel to the Phoenix Total Return Fund, Inc. in
connection with the registration on Form N-1A of an indefinite number of its
shares of Common Stock under the Securities Act of 1933 and the subsequent
notification with respect to 2,745,932 such shares sold in reliance upon Rule
24f-2 under the Investment Company Act of 1940 during the fiscal year ended
December 31, 1995 (the "Shares").
Based on my review of the relevant materials and upon the prior advice of
fund counsel, it is my opinion that the Shares are legally issued, fully paid
and non-assessable. I consent to the use of this opinion in connection with the
Form 24F-2 to be filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas N. Steenburg
Thomas N. Steenburg
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