65834 Federal Register / Vol. 62, No. 241 / Tuesday, December 16, 1997 / Notices

to the Fund, in the absence of such

approval.

3. Each of the Funds will hold a

meeting of shareholders to vote on

approval of the New Agreements on

December 22, 1997, or within the 60 day

period following the consummation of

the Merger (but in no event later than

March 31, 1998).

4. First Union or Mentor Advisors

will bear the costs of preparing and

filing the application, and First Union

will bear any costs relating to the

solicitation of shareholder approval

necessitated by the Merger.

5. The Advisors and Sub-advisors will

take all appropriate actions to ensure

that the scope and quality of advisory

and other services provided to the

Funds during the Interim Period will be

at least equivalent, in the judgment of

the Boards, including a majority of the

Independent Board Members, to the

scope and quality of services previously

provided. In the event of any material

change in personnel providing services

pursuant to the New Agreements caused

by the Merger, the Advisors will apprise

and consult with the Boards to assure

that the Boards, including a majority of

the Independent Board Members, are

satisfied that the services provided will

not be diminished in scope or quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–32755 Filed 12–15–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26792]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

December 10, 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

January 5, 1998, 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.

Northeast Utilities, et al.

(70–8875)

Northeast Utilities (‘‘Northeast’’), 174

Brush Hill Avenue, West Springfield,

Massachusetts 01090–0010, a registered

holding company, and its electric utility

subsidiary companies, Western

Massachusetts Electric Company, 174

Brush Hill Avenue, West Springfield,

Massachusetts 01090–0010, The

Connecticut Light and Power Company,

107 Selden Street, Berlin, Connecticut

06037, Holyoke Water Power Company,

Canal Street, Holyoke, Massachusetts

01040, and Public Service Company of

New Hampshire and North Atlantic

Energy Corporation, both of 1000 Elm

Street, Manchester, New Hampshire

03015, (collectively, ‘‘Applicants’’) have

filed a post-effective amendment to their

application-declaration filed under

sections 6(a), 7, 9(a), 10 and 12(b) of the

Act and rules 43, 45, and 54 under the

Act.

By orders (‘‘Orders’’) dated February

11, 1997 and March 25, 1997 (HCAR

Nos. 26665 and 26692), Applicants were

authorized to, among other things, enter

into an unsecured revolving credit

facility (‘‘Existing Facility’’) with

various lending institutions permitting

borrowings aggregating up to $313.75

million. Among other Applicants,

Northeast was authorized pursuant to

the Orders to make short-term

borrowings through December 31, 2000,

evidenced by short-term notes issued to

lending institutions through formal and

informal lines of credit, including the

Existing Facility. Under the Existing

Facility, Northeast has a maximum

borrowing limit of $150 million.

Applicants state that Northeast is

currently unable to borrow under the

Existing Facility.

Northeast now proposes to issue and

sell notes (‘‘Notes’’) through December

31, 2000 under a supplementary

revolving credit facility

(‘‘Supplementary Revolver’’) in the

aggregate principal amount of up to $25

million. Under the Supplementary

Revolver, the interest rate applicable to

the Notes will be increased to an

amount not to exceed the greater of (i)

four percentage points over the London

Interbank Offered Rate or (ii) three

percentage points over the lender’s base

rate. In addition, the maximum annual

fee payment for the issuance of the

notes will be increased from 0.30% per

annum to 1% per annum. Advances

from the Supplementary Revolver will

be used to meet Northeast’s debt service

requirements under its Employee Stock

Option Plan and to support its other

financial requirements until such time

as Northeast begins to receive dividends

from its subsidiaries again.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–32722 Filed 12–15–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22934; International Series

Release No. 1108/812–10646]

Toronto Dominion Holdings, Inc.;

Notice of Application

December 10, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from all provisions of the Act.

SUMMARY OF APPLICATION: Applicant

Toronto Dominion Holdings (U.S.A.),

Inc. (‘‘Toronto Dominion’’) requests an

order that would permit it to sell certain

debt securities and use the proceeds to

finance the business activities of its

parent company, The Toronto-Dominion

Bank (‘‘TD’’) and other companies

controlled by TD.

FILING DATES: The application was filed

on May 9, 1997, and amended on

November 12, 1997. Applicants have

agreed to file an amendment to the

application during the notice period, the

substance of which is included in this

notice.

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