Federal Register / Vol. 62, No. 227 / Tuesday, November 25, 1997 / Notices 62791

company unless the SEC has issued an

order authorizing the arrangement.

Applicants believe that the Funds, by

participating in the proposed

transactions, and the Adviser, by

managing the proposed transactions,

could be deemed to be participating in

a joint arrangement within the meaning

of section 17(d) and rule 17d–1.

8. In determining whether to grant an

exemption under rule 17d–1, the SEC

considers whether the investment

company’s participation in the joint

enterprise is consistent with the

provisions, policies, and purposes of the

Act, and the extent to which such

participation is on a basis different from

or less advantageous than that of other

participants. Applicants assert that no

Participating Fund or Central Fund will

participate in the proposed transactions

on a basis that is different from or less

advantageous than that of any other

participant and that the transactions

will be consistent with the Act.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. The shares of the Central Funds

sold to and redeemed from the

Participating Funds will not be subject

to a sales load, redemption fee,

distribution fee under a plan adopted in

accordance with rule 12b–1, or service

fee (as defined in rule 2830(b)(9) of the

NASD Conduct Rules).

2. If the Adviser collects a fee from a

Central Fund for acting as its investment

adviser with respect to assets invested

by a Participating Fund, before the next

meeting of the board of trustees of a

Participating Fund that invests in the

Central Funds is held for the purpose of

voting on an advisory contract under

section 15 of the Act, the Adviser to the

Participating Fund will provide the

board of trustees with specific

information regarding the approximate

cost to the Adviser for, or portion of the

advisory fee under the existing advisory

fee attributable to, managing the assets

of the Participating Fund that can be

expected to be invested in such Central

Funds. Before approving any advisory

contract under section 15, the board of

trustees of such Participating Fund,

including a majority of the trustees who

are not ‘‘interested persons,’’ as defined

in section 2(a)(19) of the Act, shall

consider to what extent, if any, the

advisory fees charged to the

Participating Fund by the Adviser

should be reduced to account for the fee

indirectly paid by the Participating

Fund because of the advisory fee paid

by the Central Fund to the Adviser. The

minute books of the Participating Fund

will record fully the trustees’

consideration in approving the advisory

contract, including the considerations

relating to fees referred to above.

3. Each of the Participating Funds will

invest uninvested cash in, and hold

shares of, the Central Funds only to the

extent that the Participating Fund’s

aggregate investment in the Central

Funds does not exceed 25% of the

Participating Fund’s total net assets. For

purposes of this limitation, each

Participating Fund or series thereof will

be treated as a separate investment

company.

4. Investment in shares of the Central

Funds will be in accordance with each

Participating Fund’s respective

investment restrictions, if any, and will

be consistent with each Participating

Fund’s policies as set forth in its

prospectuses and statements of

additional information.

5. Each Participating Fund, the

Central Funds, and any future Fund that

may rely on the order shall be part of

a ‘‘group of investment companies,’’ as

defined in section 12(d)(1)(G)(ii) of the

Act, that includes either CAT or

PFMMS.

6. No Central Fund shall acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–30863 Filed 11–24–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26781]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 18, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

December 12, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Eastern Utilities Associates (70–6583)

Eastern Utilities Associates (‘‘EUA’’),

P.O. Box 2333, Boston, Massachusetts

02107, a registered holding company,

has filed a post-effective amendment to

its application-declaration filed under

Sections 6(a) and 7 of the Act and rule

54 under the Act.

EUA is currently authorized under an

order of the Commission dated

December 19, 1994 (HCAR No. 26193)

(‘‘Prior Order’’) to sell up to 6.8 million

of its authorized common shares under

its Dividend Reinvestment and Common

Share Purchase Plan (‘‘Plan’’) through

December 31, 1997. Under the Prior

Order, EUA is authorized to issue these

shares or to purchase them on the open

market. As of November 1, 1997, EUA

has sold 6,042,088 of its authorized

common shares under the Plan.

EUA now proposes to extend its

authority to sell the remaining 757,912

shares of its common stock under the

Plan through December 31, 2000. In

addition, EUA proposes to sell up to one

million additional shares of its common

stock under the Plan from time to time

through December 31, 2000. EUA will

either issue the shares of its common

stock it sells under the Plan or purchase

them on the open market.

EUA will use the proceeds from the

sale of common shares under the Plan

for investment in its subsidiaries,

payment of its indebtedness and/or for

its general corporate purposes.

Consolidated Natural Gas Company, et

al. (70–8621)

Consolidated Natural Gas Company

(‘‘Consolidated’’), CNG Tower,

Pittsburgh, Pennsylvania 15222–3199, a

registered holding company, and its

wholly owned nonutility subsidiary,

CNG Energy Services Corporation

(‘‘Energy Services’’), One Park Ridge

Center, Pittsburgh, Pennsylvania 15244–
62792 Federal Register / Vol. 62, No. 227 / Tuesday, November 25, 1997 / Notices

1The guarantees would be calculated as part of

the maximum $2 billion authority to guarantee

obligations of subsidiaries granted to Consolidated

and its subsidiaries in Consolidated Natural Gas

Co., Holding Co. Act Release No. 26500 (Mar. 28,

1996).

2Energy Services currently has authorized 4,000

shares of common stock par value $1.00 per share.

However, it has requested in a pending proceeding

in File No. 70–8981 for authority to increase its

common stock equity to 50,000 shares of common

stock, par value $10,000 per share.

3Open account advances may be made to Energy

Services on a revolving basis to finance the

Authorized Activities. Open account advances will

be made under letter agreement with Energy

Services and will be repaid on or before a date not

more than one year from the date of the first

advance with interest at the same effective rate of

interest as Consolidated’s weighted average

effective rate for commercial paper and/or revolving

credit borrowings. If no borrowings are outstanding,

the interest rate shall be predicated on the Federal

Funds’ effective rate of interest as quoted daily by

the Federal Reserve Bank of New York. Only

outstanding amounts of open account advances will

be calculated against the $200 million financing

limits requested in this filing.

4Loans to Energy Services will be evidenced by

long-term non-negotiable notes of Energy Services

maturing over a period of time (not in excess of 50

years) to be determined by the officers of

Consolidated, with the interest predicated on and

equal to Consolidated’s cost of funds for

comparable borrowings. In the event Consolidated

has not had recent comparable borrowings, the rates

will be tied to the Salmon Brothers, Inc. Bond

Market Roundup or similar publication on the date

nearest to the time of takedown. All loans may be

prepaid at any time without premium or penalty.

0746, have filed a post-effective

amendment to an applicationdeclaration under sections 6(a), 7, 9(a),

10, 12(b) and 13(b) of the Act and rules

45, 54, 83–91 thereunder.

By order dated February 27, 1987

(HCAR No. 24329), the Commission

authorized Energy Services, among

other things, to be the gas marketing

subsidiary for the Consolidated System.

This order authorized Energy Services,

as a gas marketer, to purchase, pool,

transport, exchange, store and sell gas

supplies from competitively priced

sources, including the spot markets,

independent producers and brokers, and

CNG Producing Company (‘‘Gas Related

Activities’’).

By order dated July 26, 1995

(‘‘Order’’) Energy Services was

authorized, through December 31, 1997,

to invest an aggregate amount up to

$150 million to acquire: (1) An

ownership interest, which may be up to

50% of the voting or nonvoting stock, in

one or more corporations established for

the sole purpose of engaging in Gas

Related Activities; (2) either in its own

name or through a wholly owned

special purpose subsidiary company, up

to 50% of the general partnership

interest in one or more partnerships, or

up to 50% voting equity interest in one

or more other joint business entities

such as joint ventures or limited

liability companies, which are

established for the sole purpose of

engaging in Gas Related Activities; and/

or (3) up to 100% of the limited

partnership interests in one or more

partnerships established for the sole

purpose of engaging in Gas Related

Activities (collectively, ‘‘Authorized

Activities’’). None of the projects in

which Energy Services may invest can

be a public-utility company.

As of June 30, 1997 Energy Services

has invested, under the Order, $19.168

million and $14.845 million in two

pipeline gathering systems, respectively,

in the Main Pass area near the Alabama

coast of the Gulf of Mexico. The Order

also authorized Consolidated and

Energy Services to guarantee their

obligations incurred as a result of equity

investments made in the joint entities.

To date, no guarantees have been

issued.

The applicants now propose to extend

the period of authorization, through

December 31, 2002, whereby the

applicants may invest the remaining

$115.987 million and an additional

$84.013 million (totaling $200 million)

in Authorized Activities under the

terms and conditions set forth in the

Order.

Consolidated and Energy Services

also propose to continue to make

guarantees of obligations to make equity

investments in the joint entities, up to

an aggregate principal amount of $200

million under the terms and conditions

set forth in the Order.1

Energy Services proposes to continue

to enter into service agreements with

one or more of the entities in which it

is investing. These agreements would be

in the form of an operating and

maintenance agreement under which

Energy Services would operate and

manage the business of the entity, and/

or administrative services agreement

whereby Energy Services would provide

certain administrative services. Under

the proposed service agreements, Energy

Services would be compensated

according to the ‘‘at cost’’ requirements

of section 13 and the corresponding

rules.

Energy Services proposes to finance

its $200 million investment in

Authorized Activities by: (1) Selling

shares of its common stock 2 to

Consolidated; (2) open account

advances; 3 and (3) long-term loans.4

Monongahela Power Company, et al.

(70–9121)

Monongahela Power Company

(‘‘Monongahela’’), 1310 Fairmont

Avenue, Fairmont, West Virginia 26554,

The Potomac Edison Company

(‘‘Potomac Edison’’), 10435 Downsville

Pike, Hagerstown, Maryland 21740, and

West Penn Power Company (‘‘West

Penn’’), 800 Cabin Hill Drive,

Greensburg, Pennsylvania 15601, each

an electric utility subsidiary of

Allegheny Energy, Inc., a registered

holding company, have filed a

declaration under sections 6(a), 7, 9(a),

10 and 12(c) of the Act and rule 53

under the Act.

By order dated February 4, 1977

(HCAR No. 19875), the Commission

authorized Monongahela, Potomac

Edison and West Penn (‘‘Declarants’’) to

issue notes (‘‘Series A Notes’’) to The

Greene County Industrial Authority,

Greene County, Pennsylvania

(‘‘Authority’’). Declarants issued these

notes in connection with the issuance of

five series of Bonds (together, ‘‘Series A

Bonds’’) by the Authority used to

finance certain pollution control

equipment and facilities (‘‘Facilities’’) at

a generating station in Greene County

that is jointly owned by Declarants. The

Series A Bonds were issued in an

aggregate principal amount of $27.495

million, of which $24.995 million

currently remains outstanding.

The Authority intends to issue three

series of the bonds in an aggregate

principal amount of $24.995 million

(together, ‘‘Series B Bonds’’), the

proceeds of which will be used to

refund the Series A Bonds that remain

outstanding. Declarants now request

authority through December 31, 2002 to

issue notes (‘‘Series B Notes’’) to

support the contemporaneous issuance

of the Series B Bonds by the Authority.

The Series A Notes will be canceled.

The Series B Bonds will be issued

under a supplemental trust indenture

with a corporate trustee, approved by

Declarants, and sold at a time, interest

rate, and price approved by Declarants.

The interest rate for the Series B Bonds

will not exceed the interest rate of the

corresponding series of Series A Bonds

presently outstanding. The Series B

Bonds will mature no later than the year

2020.

Each Declarant will issue a Series B

Note that will correspond to that series

of Series B Bonds issued by the

Authority on its behalf with respect to

principal amount, interest rate and

redemption provisions. In addition,

each Series B Notes will have principal

payment installments that correspond to

any mandatory sinking fund payments

and stated maturities of the

corresponding Series B Bonds. The

Series B Notes will be secured by a

second lien on the Facilities and certain

other properties, subject to the lien

securing each Declarant’s first mortgage

bonds.
Federal Register / Vol. 62, No. 227 / Tuesday, November 25, 1997 / Notices 62793

1Until October 31, 1995, the Fund was named

The Regis Fund, Inc. All parties that currently

intend to rely on the order are named as applicants.

Payment on the Series B Notes will be

applied to pay the maturing principal

and redemption price of and interest

and other costs on the Series B Bonds

as such amounts become due. Each

Declarant also proposes to pay any

trustees’ fee or other expenses incurred

by the Authority.

Yankee Atomic Electric Company (70–

9135)

Yankee Atomic Electric Company

(‘‘Yankee Atomic’’), 580 Main Street,

Bolton, Massachusetts 01740, an

indirect electric utility subsidiary of

New English Electric System and

Northeast Utilities, both registered

holding companies, has filed a

declaration under Sections 6(a) and 7 of

the Act and rule 54 under the Act.

By order dated December 28, 1995

(HCAR No. 26441), the Commission

authorized Yankee Atomic to incur

short-term borrowings through

December 31, 1997 from banks up to an

aggregate principal amount of $10

million at any one time. Yankee Atomic

now requests an extension of this

authority through December 31, 2002.

Yankee Atomic will evidence its

borrowings through the issuance of

notes that will be payable in less than

one year from the date of issuance. The

interest rate will not exceed the lending

bank’s base or prime lending rate, or the

high federal funds rate, plus 1% in

either case. Yankee Atomic pays fees to

the banks in lieu of compensating

balance arrangements. Yankee Atomic

will use the proceeds to meet its

working needs.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–30861 Filed 11–24–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22895; 812–10624]

UAM Funds, Inc., et al.; Notice of

Application

November 19, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under section 12(d)(1)(J) of the

Investment Company Act of 1940 (the

‘‘Act’’) for an exemption from section

12(d)(1)(G)(i)(II), and under sections 6(c)

and 17(b) for an exemption from section

17(a).

SUMMARY OF THE APPLICATION:

Applicants seek an order that would

permit a fund of funds relying on

section 12(d)(1)(G) to make direct

investments in equity and fixed income

securities. The order also would permit

applicants to redeem shares in-kind

under certain circumstances.

APPLICANTS: UAM Funds, Inc. (the

‘‘Fund’’), on behalf of the TS & W

Balanced Portfolio (the ‘‘Balanced

Portfolio’’) and the TS & W International

Equity Portfolio (the ‘‘International

Equity Portfolio’’) (collective, the

‘‘Portfolios’’), and Thompson, Siegel &

Walmsley, Inc. (the ‘‘Adviser’’).

FILING DATES: The application was filed

on April 18, 1997, and amended on

August 4, 1997. Applicants have agreed

to file an additional amendment, the

substance of which is incorporated in

this notice, during the notice period.

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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

December 15, 1997, and should be

accompanied by proof of service on

applicants, 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.

Applicants, One International Place,

44th Floor, Boston, MA 02110.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517, or Christine Y.

Greenless, 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, 450 Fifth

Street, N.W., Washington, D.C. 20549

(tel. 202–942–8090).

Applicants’ Representations

1. The Fund, a Maryland corporation,

is registered under the Act as an openend management investment company

and is comprised of multiple series,

including the Portfolios.1 The Balanced

Portfolio invests in a diversified

portfolio of common stocks of

established companies and investment

grade fixed income securities. The

Balanced Portfolio may invest in equity

securities issued by foreign companies

as provided in its investment policies.

2. The International Equity Portfolio

generally invests in equity securities of

established companies listed on U.S. or

foreign securities exchanges. The

International Equity Portfolio also may

invest in convertible bonds, convertible

preferred stocks, non-convertible

preferred stocks, fixed income securities

of governments, government agencies,

supranational agencies and companies,

and cash equivalents (including foreign

money market instruments). The

International Equity Portfolio may

purchase and sell options on any of the

above-mentioned securities and also

may invest in closed-end investment

companies holding foreign securities.

3. The Adviser, registered under the

Investment Advisers Act of 1940, serves

as investment adviser to the Portfolios.

The Adviser is a wholly-owned

subsidiary of United Asset Management

Corporation (‘‘UAM’’), which is a

Delaware holding company

incorporated for the purpose of

acquiring and owning firms engaged

primarily in institutional investment

management.

4. The Adviser receives an advisory

fee based on a percentage of net assets

of the particular Portfolio. The Adviser

currently intends to waive its advisory

fee with respect to the portion of the

Balanced Portfolio’s assets that are

invested in the shares of the

International Equity Portfolio by

excluding these assets from the net

assets of the Balanced Portfolio for

purposes of calculation of the advisory

fee. Currently, no sales loads or other

distribution charges will be incurred by

the Balanced Portfolio in purchasing

shares of the International Equity

Portfolio. Other expenses incurred by

the International Equity Portfolio will be

borne by it, and thus indirectly by the

Balanced Portfolio.

5. Applicants propose to use the

International Equity Portfolio as a

means to invest a portion of the

Balanced Portfolio’s assets in foreign

equity securities. Applicants believe

that the use of a single investment

vehicle to invest in a broadly diversified

portfolio of foreign equity securities will

provide the Balanced Portfolio with the

most effective exposure to the