32268 Federal Register / Vol. 63, No. 113 / Friday, June 12, 1998 / Notices

(c) of Regulation S–X require that

investment companies include in their

financial statements certain information

about investment advisory fees.

11. Applicants request relief from the

above disclosure requirements under

section 6(c). Applicants argue that, with

the information provided in the

Aggregate Fee Disclosure, Owners will

have adequate information to compare

the management and advisory fees of

the Portfolios with those of other funds.

Applicants believe that, while the

amount of the total fees retained by the

Manager is relevant to the Owners’

determination of the value of the

Manager’s services, the specific portion

of the total fee paid to an individual

adviser provides no useful information

since the Owner has engaged the

Manager to select, monitor, and

compensate the Advisers. Applicants

also believe that because most

investment advisers price their services

based on ‘‘posted’’ fee rates, the

Manager, without the requested relief,

may only be able to obtain a specific

Adviser’s services by paying higher fee

rates than if would otherwise be able to

negotiate if the rates paid were not

disclosed publicly.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Before a Portfolio may rely on the

requested order, the operation of the

Portfolio as described in the application

will be approved by a majority of its

outstanding voting securities, as defined

in the Act, pursuant to voting

instructions provided by Owners with

assets allocated to any sub-account of a

registered Separate Account for which a

Portfolio serves as a funding medium or,

in the case of a new Portfolio whose

shareholders (i.e., Separate Accounts)

purchased shares on the basis of a

prospectus containing the disclosure

contemplated by condition 2 below, by

the sole initial shareholder before

offering shares of that Portfolio to

prospective Owners through a Separate

Account.

2. The Fund will disclose in its

prospectus the existence, substance, and

effect of any order granted pursuant to

the application. In addition, the Fund

will hold itself out to the public as

employing the management structure

described in the application. The

prospectus relating to the Fund will

prominently disclosure that the

Manager has ultimate responsibility to

oversee Advisers and recommend their

hiring, termination, and replacement.

3. Within 60 days of the hiring of any

new Adviser, Owners with assets

allocated to any sub-account of any

registered Separate Account for which a

Portfolio serves as a funding medium

will be furnished all information about

a new Adviser or Advisory Agreement

that would be included in a proxy

statement, except as modified by the

order to permit Aggregate Fee

Disclosure. This information will

include Aggregate Fee Disclosure and

any change in such disclosure caused by

the addition of a new Adviser. The

Manager will meet this condition by

providing these Owners with an

information statement meeting the

requirements of Regulation 14C and

Schedule 14C under the Exchange Act

and item 22 of Schedule 14A under the

Exchange Act.

4. The Manager will not enter into an

Advisory Agreement with any Affiliated

Adviser without that Advisory

Agreement, including the compensation

to be paid under that agreement, being

approved by the Owners with assets

allocated to any sub-account of a

Separate Account for which the

applicable Portfolio serves as a funding

medium.

5. At all times, a majority of the Board

will not be ‘‘interested persons’’ of the

Fund as defined in section 2(a)(19) of

the Act (‘‘Independent Directors’’), and

the nomination of new or additional

Independent Directors will continue to

be at the discretion of the then existing

Independent Directors.

6. When an Adviser change is

proposed for a Portfolio with an

Affiliated Adviser, the Board, including

a majority of the Independent Directors,

will make a separate finding, reflected

in the Board’s minutes, that the change

is in the best interests of the Portfolio

and Owners with assets allocated to any

sub-account of a separate account for

which a Portfolio serves as a funding

medium and does not involve a conflict

of interest from which the Manager or

the Affiliated Adviser derives an

inappropriate advantage.

7. Independent counsel

knowledgeable about the Act and the

duties of Independent Directors will be

engaged to represent the Independent

Directors of the Fund. The selection of

such counsel will be within the

discretion of the Independent Directors.

8. The Manager will provide the

Board, no less frequently than quarterly,

with information about the Manager’s

profitability on a per-Portfolio basis.

This information will reflect the impact

on profitability of the hiring or

termination of any Adviser during the

applicable quarter.

9. Whenever an Adviser is hired or

terminated, the Manager will provide

the Board information showing the

expected impact on the Manager’s

profitability.

10. The Manager will provide general

management services to the Fund and

its Portfolios, including overall

supervisory responsibility for the

general management and investment of

each Portfolio’s securities portfolio, and,

subject to review and approval by the

Board, will: (i) set each Portfolio’s

overall investment strategies; (ii) select

Advisers; (iii) allocate and, when

appropriate, reallocate a Portfolio’s

assets among multiple Advisers; (iv)

monitor and evaluate the performance

of Advisers; and (v) implement

procedures reasonably designed to

ensure that the Advisers comply with

the Portfolio’s investment objective,

policies, and restrictions.

11. No director or officer of the Fund

or director or officer of the Manager will

own directly or indirectly (other than

through a pooled investment vehicle

that is not controlled by that director or

officer) any interest in an Adviser,

except for: (i) ownership of interests in

the Manager or any entity that controls,

is controlled by, or is under common

control with the Manager; or (ii)

ownership of less than 1% of the

outstanding securities of any class of

equity or debt of a publicly traded

company that is either an Adviser or an

entity that controls, is controlled by, or

is under common control with an

Adviser.

12. The Fund will disclose in its

registration statement the Aggregate Fee

Disclosure.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–15631 Filed 6–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23241; File No. 812–10948]

PFL Endeavor Target Account, et al.;

Notice of Application

June 5, 1998.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’ or the

‘‘Commission’’).

ACTION: Notice of application for an

order pursuant to Section 6(c) of the

Investment Company Act of 1940 (the

‘‘1940 Act’’).

SUMMARY OF APPLICATION: The

Applicants seek an order pursuant to

Section 6(c) of the 1940 Act exempting

the Applicants and future separate
Federal Register / Vol. 63, No. 113 / Friday, June 12, 1998 / Notices 32269

accounts of PFL or its affiliated

insurance companies that support

materially similar subaccounts from

Section 12(d)(3) of the 1940 Act to the

extent necessary to permit the Target 10

Subaccount to invest up to 10% and the

Target 5 Subaccount to invest up to 20%

of their (or, if there is more than one

Portfolio thereunder, of the applicable

Portfolio’s) respective total assets in

securities of issuers that derive more

than 15% of their gross revenues in

their most recent fiscal year from

securities related activities.

APPLICANTS: PFL Endeavor Target

Account (the ‘‘Target Account’’) and

PFL Life Insurance Company (‘‘PFL’’)

(together, the ‘‘Applicants’’).

FILING DATE: The application was filed

on January 2, 1998, and amended and

restated on April 1, 1998, and June 5,

1998.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing on this application by writing

to the Secretary of the SEC and serving

Applicants with a copy of the request,

in person or by mail. Hearing requests

must be received by the Commission by

5:30 p.m. on June 30, 1998, and

accompanied by proof of service on the

Applicants in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the requester’s interest, the reason for

the request and the issues contested.

Persons who wish to be notified of a

hearing may request notification by

writing to the Secretary of the SEC.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicant, c/o PFL Life Insurance

Company, 4333 Edgewood Road, N.E.,

Cedar Rapids, Iowa 53499.

FOR FURTHER INFORMATION CONTACT:

Megan L. Dunphy, Attorney, or Mark

Amorosi, Branch Chief, Office of

Insurance Products, Division of

Investment Management, at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: Following

is a summary of the application. The

complete application is available for a

fee from the Public Reference Branch of

the SEC, 450 Fifth Street, N.W.,

Washington, D.C. 20549 (tel. (202) 942–

8090).

Applicant’s Representations

1. The Target Account is a separate

account of PFL and is registered with

the Commission as an open-end

management investment company. The

Target Account is currently divided into

two non-diversified subaccounts, the

DJIA Target 10 Subaccount and the DJIA

Target 5 Subaccount (each a

‘‘Subaccount’’ and together, the

‘‘Subaccounts’’). Additional

subaccounts may be established in the

future at the discretion of PFL.

2. PFL, a stock life insurance

company, is incorporated under the

name NN Investors Life Insurance

Company, Inc., pursuant to Iowa law.

PFL is principally engaged in the sale of

life insurance and annuity policies, and

is licensed in the District of Columbia,

Guam, and in all states except New

York. PFL is a wholly-owned indirect

subsidiary of AEGON, USA, Inc., which

is indirectly owned by AEGON n.v. of

the Netherlands.

3. The investments and

administration of each Subaccount are

under the direction of the Target

Account’s Board of Managers. Endeavor

Investment Advisers (the ‘‘Manager’’)

performs administerial and managerial

functions for the Target Account. First

Trust Advisers L.P. (the ‘‘Adviser’’), the

Target Account’s investment adviser, is

responsible for selecting the

investments of each Subaccount

consistent with the investment

objectives and policies of that

Subaccount, and will conduct securities

trading for the Subaccounts.

4. The DJIA Target 10 Subaccount will

invest approximately 10% of its (or, if

there is more than one Portfolio

thereunder, of the applicable Portfolio’s)

total assets in the common stock of each

of the ten companies in the Dow Jones

Industrial Average (the ‘‘DJIA’’) that

have the highest dividend yield as of

each specified Stock Selection Date.

5. The DJIA Target 5 Subaccount will

invest approximately 20% of its (or, if

there is more than one Portfolio

thereunder, of the applicable Portfolio’s)

total assets in the common stock of each

of the five companies with the lowest

per share stock price of the ten

companies in the DJIA that have the

highest dividend yield as of each

specified Stock Selection Date.

6. The DJIA comprises thirty stocks

chosen by the editors of The Wall Street

Journal. The DJIA is the property of the

Dow Jones & Company, Inc., which is

not affiliated with any Subaccount or

PFL and does not participate in any way

in the creation of any Subaccount or the

selection of its stocks.

7. Applicants state that the objective

of each Subaccount is to provide an

above-average total return through a

combination of dividend income and

capital appreciation. On a Stock

Selection Date specified in the

prospectus, each Subaccount will

invest, in substantially equal amounts,

in the common stock of the companies

meeting each Subaccount’s investment

criteria (as held in a Subaccount, such

common stock is referred to as the

‘‘Common Shares’’). Each Subaccount

may have different investment

portfolios (each a ‘‘Portfolio’’) running

simultaneously for different 12-month

periods. For example, within the DJIA

Target 10 Subaccount there may be

more than one Portfolio, each with a

different Stock Selection Date. A

percentage relationship among the

number of Common Shares in a

Portfolio will be established as of that

Stock Selection Date. When funds are

deposited into or withdrawn from the

Portfolio during the year, Common

Shares will be purchased or sold, as

appropriate, to duplicate, as nearly as

practicable, the percentage relationship

of the number of Common Shares

established at the initial purchase.

Applicants state that the percentage

relationship among the number of

Common Shares in the Portfolio

therefore should remain stable (until the

next Stock Selection Date).

8. Applicants state that, as of each

Annual Stock Selection Date (i.e., the

last Business Day of the 12-month

period following each Stock Selection

Date), a new percentage relationship

will be established among the number of

Common Shares for each Portfolio on

such date. Common Shares may be sold

or new equity securities bought so that

the Portfolio is equally invested in the

common stock of each company meeting

the Subaccount’s investment criteria.

Thus, the Portfolio may or may not hold

equity securities of the same companies

as the previous year. Purchases or sales

of Common Shares during the year will

duplicate, as nearly as practicable, the

percentage relationship among the

number of Common Shares in the

Portfolios as of the Annual Stock

Selection Date.

9. Section 817(h) of the Internal

Revenue Code of 1986, as amended (the

‘‘Code’’), provides that in order for a

variable contract which is based on a

segregated asset account to qualify as an

annuity contract under the Code, the

investments made by such account must

be ‘‘adequately diversified’’ in

accordance with Treasury regulations.

The Treasury regulations issued under

Section 817(h) (Treas. Reg. § 1.817–5)

apply a diversification requirement to

each of the Subaccounts and any

Portfolios thereunder (‘‘Section 817(h)

diversification requirements’’). To

qualify as ‘‘adequately diversified,’’

each Subaccount and any Portfolio

thereunder must have: (i) No more than

55% of the value of its total assets

represented by any one investment; (ii)

no more than 70% of the value of its

total assets represented by any two
32270 Federal Register / Vol. 63, No. 113 / Friday, June 12, 1998 / Notices

investments; (iii) no more than 80% of

the value of its total assets represented

by any three investments; and (iv) no

more than 90% of the value of its total

assets represented by any four

investments.

10. Applicants state that the Target

Account, through the Subaccounts and

any Portfolios thereunder, intends to

comply with the Section 817(h)

diversification requirements. PFL has

entered into an agreement with the

Manager, who in turn, has entered into

a contract with the Adviser that requires

the Subaccounts and any Portfolios

thereunder to be operated in compliance

with the Treasury regulations.

Therefore, the Adviser may depart from

a Subaccount’s or Portfolio’s investment

strategy, if necessary, in order to meet

these Section 817(h) diversification

requirements.

11. Applicants represent that, except

in order to meet Section 817(h)

diversification requirements, the

Common Shares purchased for each

Subaccount and any Portfolios

thereunder will be chosen solely

according to the formula described in

the application and summarized in this

notice, and will not be based on the

research opinions or buy or sell

recommendations of the Adviser.

During each year, the Adviser will

invest premiums received in additional

Common Shares or arrange sales of

Common Shares (e.g., to meet

redemption or transfer requests) so that

the original proportionate relationship

among the number of shares of each

stock in the Portfolio established at the

beginning of the relevant 12-month

period is maintained, to the extent

practicable. The Adviser has no

discretion as to which Common Shares

are purchased. Securities purchased for

each of the Subaccounts and any

Portfolios thereunder may include

securities of issuers in the DJIA that

derived more than fifteen percent of

their gross revenues in their most recent

fiscal year from securities related

activities.

Applicants’ Legal Analysis

1. Section 12(d)(3) of the 1940 Act,

with limited exceptions, prohibits an

investment company from acquiring any

security issued by any person who is a

broker, dealer, underwriter or

investment adviser. Rule 12d3–1 under

the 1940 Act exempts purchases by an

investment company of securities of an

issuer (except its own investment

adviser, promoter or principal

underwriter or their affiliates) that

derived more than fifteen percent of its

gross revenues in its most recent fiscal

year from securities related activities,

provided that, among other things,

immediately after such acquisition, the

acquiring company has invested not

more than five percent of the value of

its total assets in securities of the issuer.

2. Section 6(c) of the 1940 Act

provides that the Commission may

exempt any person, transaction, or class

of transactions from any provisions of

the 1940 Act or any rule thereunder, if

and to the extent that the exemption is

necessary or appropriate in the public

interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the 1940 Act.

3. Applicants request that the

Commission exempt the Target Account

from the provisions of Section 12(d)(3)

in order to permit the DJIA Target 10

Subaccount (and any Portfolio

thereunder) to acquire securities of an

issuer that derives more than 15% of its

gross revenues from securities related

activities, provided that (i) those

securities are included in the DJIA as of

the applicable specified Stock Selection

Date, (ii) they represent one of the ten

companies in the DJIA that have the

highest dividend yield as of the

applicable specified Stock Selection

Date, and (iii) as of the first business day

after the applicable specified Stock

Selection Date, the value of the

Common Shares of each securities

related issuer represents approximately

10%, but in no event more than 10.5%,

of the value of the DJIA Target 10

Subaccount’s (or, if there is more than

one Portfolio thereunder, of the

applicable Portfolio’s) total. Applicants

state that the use of the term

‘‘approximately’’ is intended to allow

for such deviation from a precise 10%

as to permit the purchase of round lots

of 50 to 100 shares of stock. The 10.5%

standard will be based on the prices of

the Common Shares as of the close of

business on the Stock Selection Date.

4. The Applicants further request that

the Commission exempt the Target

Account from the provisions of Section

12(d)(3) in order to permit the DJIA

Target 5 Subaccount (and any Portfolio

thereunder) to acquire securities of an

issuer that derives more than 15% of its

gross revenues from securities related

activities, provided that (i) those

securities are included in the DJIA as of

the applicable specified Stock Selection

Date, (ii) they represent one of the five

companies with the lowest dollar per

share stock price of the ten companies

in the DJIA that have the highest

dividend yield as of the applicable

specified Stock Selection Date, and (iii)

as of the first business day after the

applicable specified Stock Selection

Date, the value of the Common Shares

of each securities related issuer

represents approximately 20%, but in

no event more than 20.5%, of the value

of the DJIA Target 5 Subaccount’s (of, if

there is more than one Portfolio

thereunder, of the applicable Portfolio’s)

total assets. Applicants state that the use

of the term ‘‘approximately’’ is intended

to allow for such deviation from a

precise 20% as to permit the purchase

of round lots of 50 or 100 shares of

stock. The 20.5% standard will be based

on the prices of the Common Shares as

of the close of business on the Stock

Selection Date.

5. The Target Account and each

Subaccount and any Portfolio

thereunder undertake to comply with all

of the requirements of Rule 12d3–1,

except the condition prohibiting an

investment company from investing

more than 5% of the value of its total

assets in securities of a securities related

issuer.

6. Applicants represent that Section

12(d)(3) was intended: (i) to prevent

investment companies from exposing

their assets to the entrepreneurial risks

of securities related businesses; (ii) to

prevent potential conflicts of interest;

(iii) to eliminate certain reciprocal

practices between investment

companies and securities related

businesses; and (iv) to ensure that

investment companies maintain

adequate liquidity in their portfolios.

7. A potential conflict could occur if

an investment company purchased

securities or other interests in a brokerdealer to reward that broker-dealer for

selling fund shares, rather than solely

on investment merit. Applicants

maintain that this concern does not

arise in this situation since neither the

Adviser nor any Subaccount has

discretion in choosing the Common

Shares or amount purchased. The stock

must first be included in the DJIA

(which is unaffiliated with the

Applicants, and Subaccount, the

Adviser, the Manager or PFL). In

addition, the security must also qualify

as one of the ten companies in the DJIA

that has the highest dividend yield as of

the applicable specified Stock Selection

Date, and with respect to the DJIA

Target 5 Subaccount, the security must

also qualify as one of the five companies

with the lowest per share stock price of

the ten companies in the DJIA that have

the highest dividend yield as of the

applicable specified Stock Selection

Date.

8. Applicants state that prior Section

12(d)(3) relief has been granted to

applicants which were unit investment

trusts with no discretion to choose the

portfolio securities or the amount

purchased, but when discretion to sell
Federal Register / Vol. 63, No. 113 / Friday, June 12, 1998 / Notices 32271

portfolio securities to the extent

necessary to meet redemptions. The

Target Account, however, is a managed

investment company issuing variable

annuities and, as such, will continually

accept new premiums which it must

continue to invest; it is not a unit

investment trust with a fixed number of

units outstanding. The Adviser is

obligated to follow the investment

formula described in the application

and summarized in this notice as nearly

as practicable, and therefore, for new

investments during a year the 10% ratio

for the DJIA Target 10 Subaccount and

any Portfolios thereunder and the 20%

ratio for the DJIA Target 5 Subaccount

and any Portfolios thereunder will be

based on the ratios of the number of

shares established at the beginning of

each year rather than the value of the

stocks. Securities for each Subaccount

and any Portfolio thereunder will be

chosen with respect to specified

formulas for each Subaccount or

Portfolio and not in the Adviser’s

discretion.

9. The Adviser is permitted to deviate

from the respective formula for a

Subaccount or Portfolio where

circumstances are such that the

investment of a particular Subaccount

or Portfolio would fail to meet the

817(h) diversification requirements and

would thus cause the annuity contracts

to fail to qualify as an annuity contract

under the Code. Applicants maintain

that, in such a situation, the Adviser

must be permitted to deviate from a

Subaccount’s or Portfolio’s investment

strategy, but only in order to meet the

817(h) diversification requirements and

then only to the extent necessary to do

so. Applicants state that this limited

discretion does not raise the concerns

that Section 12(d)(3) is designed to

prevent.

10. Applicants represent that the

liquidity of a Subaccount’s portfolio is

not a concern here since the shares of

common stock selected are each

included in the DJIA, listed on the New

York Stock Exchange and are among the

most actively traded securities in the

United States.

11. Applicants also represent that the

effect of a Subaccount’s purchase on the

stock of parents of broker-dealers would

be de minimis. The common stocks of

securities related issuers represented in

the DJIA are widely held and have

active markets, and potential purchases

by a Subaccount would represent an

insignificant amount of the outstanding

common stock and the trading volume

of any of those issuers.

12. Applicants state that a potential

conflict of interest could occur if brokerdealers are influenced to recommend

certain investment company funds

which invest in the stock of the brokerdealer or any of its affiliates. Because of

the large market capitalization of the

DJIA issuers and the small portion of

these issuers’ common stock and trading

volume that would be purchased by a

Subaccount, however, Applicants find

that it is extremely unlikely that any

advice offered by a broker-dealer to a

customer as to which investment

company to invest in would be

influenced by the possibility that the

Target Account would be invested in

the broker-dealer or parent thereof.

13. Finally, Applicants state that

another potential conflict of interest

could occur if an investment company

directed brokerage to an affiliated

broker-dealer in which the company has

invested to enhance the broker-dealer’s

profitability or to assist it during

financial difficulty, even though that

broker-dealer may not offer the best

price and execution. To preclude this

type of conflict, Applicants and each

Subaccount agree, as a condition of the

application, that no company held in a

Subaccount portfolio, nor any affiliate of

such company, will act as broker for any

Subaccount in the purchase or sale of

any security for its portfolio.

14. Applicants seek relief not only

with respect to the Target Account and

the Subaccounts described in the

application, but also with respect to

other separate accounts of PFL or its

affiliated insurance companies

hereinafter created that support

materially similar subaccounts (‘‘Future

Accounts’’). Applicants represent that

the terms of relief requested with

respect to Future Accounts are

consistent with the standards set forth

in Section 6(c) of the 1940 Act.

Applicants’ Conditions

The Applicants agree to the following

conditions:

1. The Common Shares are included

in the DJIA as of the applicable

specified Stock Selection Date;

2. The Common Shares represent one

of the ten companies in the DJIA that

have the highest dividend yield as of the

applicable specified Stock Selection

Date;

3. With respect to the DJIA Target 5

Subaccount, the Common Shares

represent one of the five companies

with the lowest dollar per share stock

price of the ten companies in the DJIA

that have the highest dividend yield as

of the applicable specified Stock

Selection Date;

4. With respect to the DJIA Target 10

Subaccount and any Portfolios

thereunder, at the beginning of each

year, the value of the Common Shares

of each securities related issuer

represents approximately 10% of the

value of the DJIA Target 10

Subaccount’s (or, if there is more than

one Portfolio thereunder, of the

applicable Portfolio’s) total assets, but in

no event more than 10.5% of the value

of the DJIA Target 10 Subaccount’s (or,

if there is more than one Portfolio

thereunder, of the applicable Portfolio’s)

total assets on the first business day

after each Stock Selection Date;

5. With respect to the DJIA Target 5

Subaccount and any Portfolios

thereunder, at the beginning of each

year, the value of the Common Shares

of each securities related issuer

represents approximately 20% of the

value of the DJIA Target 5 Subaccount’s

(or, of there is more than one Portfolio

thereunder, of the applicable Portfolio’s)

total assets, but in no event more than

20.5% of the value of the DJIA Target 5

Subaccount’s (or, if there is more than

one Portfolio thereunder, of the

applicable Portfolio’s) total assets on the

first business day after each Stock

Selection Date; and

6. No company whose stock is held in

any Subaccount or Portfolio, nor any

affiliate thereof, will act as broker for

any Subaccount or Portfolio in the

purchase or sale of any security for the

Subaccount or Portfolio.

Conclusion

For the reasons summarized above,

Applicants assert that the requested

exemptions are appropriate in the

public interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–15632 Filed 6–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35—26882]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

June 5, 1998.

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 under the Act. All

interested persons are referred to the

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