33740 Federal Register / Vol. 63, No. 118 / Friday, June 19, 1998 / Notices

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of that person, acting as

principal, from selling any security to,

or purchasing any security from, the

company. Section 2(a)(3) of the Act

defines an ‘‘affiliated person’’ of another

person to include (a) any person that

directly or indirectly owns, controls, or

holds with power to vote 5% or more

of the outstanding voting securities of

the other person; (b) any person 5% or

more of whose outstanding voting

securities are directly or indirectly

owned, controlled, or held with power

to vote by the other person; (c) any

person directly or indirectly controlling,

controlled by, or under common control

with the other person; and (d) if the

other person is an investment company,

any investment adviser of that company.

2. Rule 17a-8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons solely by reason of

having a common investment adviser,

common directors/trustees, and/or

common officers, provided that certain

conditions set forth in the rule are

satisfied.

3. Applicants believe that they may

not rely on rule 17a-8 under the Act

because the Funds may be affiliated for

reasons other than those set forth in the

rule. Because the Ohio Company owns

5% or more of each of the Acquired

Funds, each Acquired Fund may be

deemed an ‘‘affilaited person of an

affiliated person’’ of each Acquiring

Fund.

4. Section 17(b) of the Act provides

that the Commission may exempt a

transaction from the provisions of

section 17(a) if the evidence establishes

that the terms of the proposed

transaction, including the consideration

to be paid, are reasonable and fair and

do not involve overreaching on the part

of any person concerned, and that the

proposed transaction is consistent with

the policy of each registered investment

company concerned and with the

general purposes of the Act.

5. Applicants request an order under

section 17(b) of the Act exempting them

from section 17(a) of the Act to the

extent necessary to consummate the

Reorganizations. Applicants submit that

the terms of the Reorganizations satisfy

the standards set forth in section 17(b)

of the Act. Applicants also note that the

Boards of the Acquiring and the

Acquired Funds, including the

Independent Trustees, have determined

that the Reorganizations are in the best

interests of their shareholders and that

the interests of the existing shareholders

of the Funds will not be diluted as a

result of the Reorganizations. In

addition, applicants state that the

exchange of the Acquired Funds’ shares

for shares of the Acquiring Funds will

be based on the Funds’ relative net asset

values.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–16346 Filed 6–18–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26885]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

June 12, 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

complete statements of the proposed

transaction(s) summarized below. The

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

any amendments 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

July 6, 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 should

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 July 6, 1998, the application(s)

and/or declaration(s), as filed or as

amended, may be granted and/or

permitted to become effective.

Eastern Utilities Associates (70–9205)

Notice of Proposal to Amend

Declaration of Trust to Eliminate

Requirement of Shareholder Approval

For the Sale By Eastern Utility

Associates of Any of Its Majority-Owned

Subsidiaries; Order Authorizing

Solicitation of Proxies

Eastern Utilities Associates, (‘‘EUA’’),

P.O. Box 2333, Boston, Massachusetts

02107, a registered holding company,

has filed a declaration with the

Commission under section 6(a)(2), 7,

and 12(e) of the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’), and rules 62 and 65 under the

Act.

EUA’s declaration of trust

(‘‘Declaration of Trust’’) currently

provides that a two thirds majority of

the holders of its outstanding common

shares entitled to vote must approve the

sale by EUA of any of its majorityowned subsidiaries. EUA seeks

authority to amend its Declaration of

Trust to eliminate this requirement

(‘‘Proposed Amendment’’).

EUA proposes to solicit proxies from

its common shareholders

(‘‘Shareholders’’) to approve the

Proposed Amendment at a special

meeting scheduled for July 20, 1998

(‘‘Special Meeting’’). Accordingly, EUA

requests that an order authorizing the

solicitation of proxies be issued as soon

as practicable under rule 62(d).

It is ordered, under rule 62 under the

Act, that the declaration regarding the

proposed solicitation of proxies can

become effective immediately, subject to

the terms and conditions contained in

rule 24 under the Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–16347 Filed 6–18–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26886]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

June 12, 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

complete statements of the proposed

transaction(s) summarized below. The

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

any amendments is/are available for