1(212) 318-6275
rachaelschwartz@paulhastings.com
January 24, 2012 |
75302.00007 |
VIA EDGAR
Brion R. Thompson, Esq.
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: | Helios Total Return Fund, Inc. |
File Nos.: 333-178129 and 811-05820
Dear Mr. Thompson:
This letter responds to your telephonic comment on January 23, 2012, with respect to the Pre-effective Amendment No. 2 to the Registration Statement on Form N-14 (the Registration Statement) of Helios Total Return Fund, Inc. (the Fund), which was filed with the Securities and Exchange Commission (the Commission) on January 19, 2012 (SEC Accession No. 0001193125-12-016860).
Comment 1: In the revised concentration policy, please clarify what is meant by such securities.
Response 1: The concentration policy has been clarified to read as follows:
HTR may not invest 25% or more of the value of its total assets in securities of issuers engaged in any one industry, however, HTR under normal circumstances will invest at least 25% of its total assets in mortgage backed and other asset backed securities not issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities and other investments that HTRs investment advisor determines have the same primary economic characteristics as mortgage backed and other asset backed securities not issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities (also referred to as privately issued mortgage backed and asset backed securities).
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Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at the number above. Thank you.
Paul Hastings LLP | 75 East 55th Street | New York, NY 10022
t: +1.212.318.6000 | www.paulhastings.com
Brion R. Thompson, Esq.
January 24, 2012
Page 2
Very truly yours, |
/s/ Rachael L. Schwartz |
Rachael L. Schwartz |
for PAUL HASTINGS LLP |
[Letterhead of Helios Total Return Fund, Inc.]
January 24, 2012
VIA EDGAR
Brion R. Thompson, Esq.
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: | Helios Total Return Fund, Inc. |
File Nos.: 333-178129 and 811-05820
Dear Mr. Thompson:
In connection with your review of the Pre-effective Amendment No. 2 to the Registration Statement on Form N-14 (the Registration Statement) of the Helios Total Return Fund, Inc. (the Fund) that was filed with the Securities and Exchange Commission on January 19, 2012 (SEC Accession No. 0001193125-12-016860 ), the Fund acknowledges that:
1. In connection with the comments made by the Commission staff, the staff has not passed on the accuracy or adequacy of the disclosure made herein, and the Fund and its management are solely responsible for the content of such disclosure;
2. The staffs comments, and changes in disclosure in response to the staffs comments, do not foreclose the Commission or other regulatory body from the opportunity to seek enforcement or take other action with respect to the disclosure made herein; and
3. The Fund represents their neither it nor its management will assert the staffs comments or changes in disclosure in response to the staffs comments as a defense in any action or proceeding by the Commission or any person.
Securities and Exchange Commission
January 24, 2012
Page 2
Sincerely, |
/s/ Kim G. Redding |
Kim G. Redding |
President |