65718 Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices

participating Funds; and pursuant to

section 17(d) of the Act and rule 17d–

1 thereunder to permit the Funds to

engage in certain joint transactions

incident to such deferred fee

arrangements.

2. Section 6(c) provides that the SEC

may exempt any person, security, or

transaction from any provision of the

Act, if and to the extent that such

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 Act.

3. Section 18(f)(1) generally prohibits

a registered open-end investment

company from issuing senior securities.

Section 13(a)(2) requires that a

registered investment company obtain

shareholder authorization before issuing

any senior security not contemplated by

the recitals of policy in its registration

statement. The Plans would result in the

issuance of a senior security only if it

was an obligation or instrument

‘‘similar’’ to a bond, debenture or note,

and it evidenced indebtedness. In any

event, applicants state that the Plans

possess none of the characteristics of

senior securities that led Congress to

enact these sections. The Plans would

not confused investors, make it difficult

for them to value their shares or convey

a false impression of safety. Further, the

Plans would not be inconsistent with

the theory of mutuality of risk.

4. Section 22(f) prohibits undisclosed

restrictions on the transferability or

negotiability of redeemable securities

issued by open-end investment

companies. The Plans would set forth

any restrictions on transferability or

negotiability, and such restrictions are

primarily to benefit the participating

directors and would not adversely affect

the interests of the independent

directors or of any Fund shareholder.

5. Section 22(g) prohibits registered

open-end investment companies from

issuing any of their securities for

services or for property other than cash

or securities. These provisions prevent

the dilution of equity and voting power

that may result when securities are

issued for consideration that is not

readily valued. Applicants believe that

the Plans would provide for deferral of

payment of fees and thus should be

viewed as being issued not in return for

services but in return for a Fund not

being required to pay such fees on a

current basis.

6. Section 13(a)(3) provides that no

registered investment company shall,

unless authorized by the vote of a

majority of its outstanding voting

securities, deviate from any investment

policy that is changeable only if

authorized by shareholder vote. Each of

the existing Funds has limitations on its

ability to purchase securities issued by

other investment companies. Any relief

granted from section 13(a)(3) would

extend only to the existing Funds.

Applicants believe that an exemption is

appropriate to enable the existing Funds

to invest in Designated Shares without

a shareholder vote. Applicants will

provide notice to shareholders of the

deferred fee arrangements with the

independent directors in their

registration statements. The value of the

Designated Shares will be de minimis in

relation to the total net assets of the

respective Fund. Changes in the value of

the Designated Shares will not affect the

value of shareholders’ investments.

Applicants believe that permitting the

Funds to invest in Designated Shares

without shareholder approval, therefore,

would result in no harm to

shareholders.

7. Section 17(a)(1) generally prohibits

an affiliated person of a registered

investment company from selling any

security to such registered investment

company, except in limited

circumstances. Funds that are advised

by the same entity may be ‘‘affiliated

persons’’ of one another by reason of

being under the common control of their

adviser. Applicants believe that an

exemption from this provision would

not implicate Congress’ concerns in

enacting the section, but would

facilitate the matching of each Fund’s

liability for deferred directors’ fees with

the Designated Shares that would

determine the amount of such Fund’s

liability.

8. Section 17(b) authorizes the SEC to

exempt a proposed transaction from

section 17(a) if evidence establishes

that: (a) The terms of the transaction,

including the consideration to be paid

or received, are reasonable and fair and

do not involve overreaching; (b) the

transaction is consistent with the policy

of each registered investment company

concerned; and (c) the transaction is

consistent with the general purposes of

the Act. Because section 17(b) may

apply only to a specific proposed

transaction, applicants also request an

order under section 6(c) so that relief

will apply to a class of transactions.

Applicants believe that the proposed

transactions satisfy the criteria of

sections 6(c) and 17(b).

9. Section 17(d) of the Act prohibits

affiliated persons from participating in

joint transactions with a registered

investment company in contravention of

rules and regulations prescribed by the

SEC. Rule 17d–1 under the Act

prohibits affiliated persons of a

registered investment company from

entering into joint transactions with the

investment company unless the SEC has

granted an order permitting the

transaction after considering whether

the participation of such investment

company 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. Under the Plans,

participating independent directors

would not receive a benefit that

otherwise would inure to a Fund or its

shareholders. The effect of the Plans is

to defer the payment of compensation

that a Fund otherwise would be

obligated to pay on a current basis as

services are performed by its

independent directors. Applicants also

believe that the Funds’ ability to recruit

and retain highly qualified independent

directors would be enhanced if they

were able to offer their independent

directors the option of deferred payment

of their directors’ fees.

Applicants’ Condition

Applicants agree that the order

granting the requested relief shall be

subject to the following condition:

1. If a Fund purchases Designated

Shares issued by itself, an affiliated

Fund, or any other fund which has been

approved as an Investment Fund, the

purchasing Fund will vote such shares

in proportion to the votes of all other

holders of shares of such Fund,

affiliated Fund, or other Investment

Fund.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–30859 Filed 12–19–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26432]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

December 15, 1995.

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
Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices 65719

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 8, 1996, to the Secretary,

Securities and Exchange Commission,

Washington, DC 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.

Central and South West Corporation

(70–8087)

Central and South West Corporation

(‘‘CSW’’), 1616 Woodall Rodgers

Freeway, Dallas, Texas 75266–0164, a

registered holding company, has filed

an application-declaration under

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

and rules 43, 53 and 54 thereunder.

CSW currently has in place a

Dividend Reinvestment and Stock

Purchase Plan (‘‘Current Plan’’)

pursuant to which shares of CSW’s

common stock, $3.50 par value per

share (‘‘Common Stock’’), are either

newly issued or purchased in the open

market with reinvested dividends and

optional cash payments made by

registered shareholders of CSW,

employees and eligible retirees of CSW

or its subsidiaries and non-shareholders

of legal age who are residents of the

States of Arkansas, Louisiana,

Oklahoma and Texas.

CSW now proposes to make certain

amendments to the Current Plan

(‘‘Plan’’) (a) to increase the number of

originally issued shares of Common

Stock that may be offered pursuant to

the Plan from 5 to 10 million, (b) to

permit non-shareholders of legal age

who are residents of all fifty States of

the United States and the District of

Columbia to participate in the Plan, (c)

to increase the initial cash investment

required for enrollment in the Plan by

non-employees and non-retirees from

$100 to $250, and (d) to change the

frequency of investment in shares of

Common Stock by the Plan from bimonthly to weekly.

The Plan will be open to registered

shareholders of CSW, employees and

eligible retirees of CSW or its subsidiary

companies, and non-shareholders of

legal age who are residents of the fifty

States of the United States and the

District of Columbia. Such residents

include but are not limited to retail

electric customers of CSW’s public

utility subsidiaries.

Consistent with the Current Plan, the

Plan will include full, partial or no

reinvestment of dividends and the

ability to make optional cash purchases

of at least $25 per investment and not

more than $100,00 annually. There is an

initial purchase requirement of $250 in

order to enroll in the Plan. Employees

and retirees will be able to participate

in the Plan through payroll/pension

deductions with a $10 minimum per

pay period.

The shares of Common Stock

purchased under the Plan with the

initial cash investments, optional cash

purchase payments and reinvested

dividends, if any, may be, in the

discretion of CSW, authorized but

previously unissued Common Stock or

shares of Common Stock purchased on

the open market by the independent

agent of the Plan (‘‘Independent

Agent’’). CSW proposes to use the

proceeds from the sale of the newly

issued shares of Common Stock for

repayment of long- or short-term

indebtedness, by working capital or for

other general corporate purposes.

Purchases will be made weekly on each

Monday of each week (or, if not a

business day, the next succeeding

business day). The timing and manner

of purchases and sales on the open

market will be determined solely by the

Independent Agent. The price of shares

of newly issued Common Stock will be

the average of the daily high and low

sale prices of the Common Stock on the

New York Stock Exchange on the

applicable investment date. The price of

shares of Common Stock purchased on

the open market by the Independent

Agent with respect to any investment

period will be the average price of all

such shares of Common Stock

purchased during such investment

period plus brokerage commissions and

other fees. The investment period will

commence on each Monday of each

week (or, if not a business day, the next

succeeding business day) and will

continue until all applicable funds are

invested, but in no instance past the day

prior to the commencement of the next

investment period.

A Participant may sell or withdraw all

or a portion of his/her shares at any

time. Sales will be made weekly by the

Independent Agent and the price will be

the weighted average cost of shares sold

during the applicable investment

period, less fees and commissions/

CSW’s Shareholder Services

Department will continue to share the

administration of the Plan with the

Independent Agent. The Independent

Agent will make open market purchases

and sales under the Plan and CSW will

handle the other elements of Plan

administration. Participants will receive

quarterly statements of activity in their

account.

EUA Cognenex Corporation (70–8755)

EUA Cogenex Corporation

(‘‘Cogenex’’), P.O. Box 2333, Boston,

Massachusetts 02107, a nonutility

subsidiary of Eastern Utilities

Associates (‘‘EUA’’), a registered

holding company, have filed an

application-declaration under sections

9(a), 10, 12(b), 12(f) and 13 of the Act

and rules 45, 53, 54, 90 and 91

thereunder.

Cogenex proposes to form a Delaware

limited liability company (‘‘JV ESCO’’)

with Westar Business Services, a

nonaffiliated Kansas corporation and a

wholly owned subsidiary of Western

Resources, Inc., a Kansas corporation,

for the purpose of providing energy

conservation services in the states of

Kansas, Missouri, Nebraska, Oklahoma

and Arkansas and to other Westar or

Cogenex customers outside such states

as opportunities arise (‘‘Territory’’).

Cogenex and Westar will each own 50%

of JV ESCO and share equally in the

capital contributions, allocations of

profits and losses and distributions of JV

ESCO. JV ESCO will be governed overall

by a board of directors comprised of six

directors, three of whom will be

appointed by Cogenex and three by

Westar. Daily management decisions

will be made by a management

committee comprised of one

representative from each of Cogenex and

Westar. Cogenex and Westar will make

capital contributions in an amount

initially expected to be approximately

$1,000 each, which will be used by JV

ESCO for working capital purposes.

Cogenex states that capital contributions

to JV ESCO will be exempt from the

requirement of Commission

authorization pursuant to rule 45(b)(4).

Cogenex and Westar will subcontract

personnel to JV ESCO at cost as needed

until such time, if any, as JV ESCO

employs its own personnel.

Cogenex and Westar entered into a

letter agreement dated November 15,

1995 in which they agreed to perform

initial marketing, sales, auditing,

bidding, job procurement and

performance activities in preparation of

forming JV ESCO and to develop a longterm business plan for JV ESCO. The

term of the letter agreement is one year

(‘‘Interim Period’’), unless terminated
65720 Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices

1The Government Securities Fund will invest

exclusively in securities issued or backed by the

U.S. Government or its agencies or instrumentalities

and in repurchase agreements collateralized with

such securities (‘‘U.S. Government Securities’’). The

Money Market Fund will invest in a variety of U.S.

dollar-denominated instruments, including U.S.

Government Securities, corporate debt obligations,

commercial paper, time deposits, certificates of

deposit and bankers acceptances, obligations of

foreign governments and supranational

organizations and shares of money market mutual

funds. All investments of the Government

Securities Fund and the Money Market Fund will

qualify as ‘‘eligible securities’’ within the meaning

of rule 2a–7 under the Act. The Short-Term Fund

will invest in a variety of securities, the maximum

effective duration of which will not exceed five

years.

sooner by the formation of JV ESCO or

by the decision of one or both of

Cogenex and Westar. Cogenex and

Westar will assign all contracts and

business opportunities obtained during

the Interim Period within the Territory

at cost by JV ESCO. Cogenex and Westar

will also be reimbursed by JV ESCO for

their expenses incurred during the

Interim Period but not previously

reimbursed.

Cogenex and Westar also propose to

guarantee third party loans to JV ESCO

for up to an aggregate of $15 million.

Cogenex states that such guarantees

shall be made within five years of the

formation of JV ESCO. Cogenex also

states that any amount borrowed by JV

ESCO from third party lenders will be

through loans exempt from the

requirement of Commission

authorization pursuant to rule 52(b).

Cogenex requests that any goods or

services furnished by Cogenex or any of

its associate companies (other than an

associate company which is a public

utility company) to JV ESCO be

furnished at prices not to exceed market

prices pursuant to an exception from the

requirements of section 13(b) and rules

90 and 91 thereunder. JV ESCO will not

be providing goods or services to

Cogenex or its associate companies.

Hope Gas, Inc., et al. (70–8757)

Hope Gas, Inc. (‘‘Hope Gas’’), Bank

One Center, Clarksburg, West Virginia,

26302–2868, a gas public utility

subsidiary company of Consolidated

Natural Gas Company (‘‘CNG’’), a

registered holding company, and CNG

Producing Company (‘‘CNGP’’), 1450

Poydras Street, New Orleans, Louisiana,

70112–6000, a gas and oil exploration

and production subsidiary company of

CNG, have filed an application under

sections 9(a) and 10 of the Act and rules

43 and 54 thereunder.

Hope Gas has signed a binding letter

of intent, contingent upon Commission

approval, to sell all of its production

wells to CNGP. The sale price of

approximately $4.6 million is the net

book value of all the production

properties as shown on Hope Gas’ books

of account as maintained in the ordinary

course of business and in accordance

with generally accepted accounting

standards.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Secretary.

FR Doc. 95–30905 Filed 12–19–95; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Rel. No. 21602;

812–9648]

State Street Bank and Trust Company,

et al.; Notice of Application

December 14, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption Under the Investment

Company Act of 1940 (‘‘Act’’).

APPLICANTS: State Street Bank and Trust

Company (‘‘State Street’’) and Global

Lending Trust (‘‘Trust’’), on behalf of

themselves and any registered

management investment company or

series thereof that may participate from

time to time as lenders (‘‘Lending

Funds’’) in the securities lending

program administered by State Street

(‘‘Program’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) to grant an exemption

from section 12(d)(1), under sections

6(c) and 17(b) to grant an exemption

from section 17(a), and under rule 17d–

1 to permit certain transactions in

accordance with section 17(d) and rule

17d–1.

SUMMARY OF APPLICATION: Applicants

seek an order that would permit State

Street, as agent for the Lending Funds,

to invest cash collateral derived from

securities lending transactions in shares

of one or more series of the Trust

(‘‘Investment Funds’’).

FILING DATES: The application was filed

on June 23, 1995, and amended on

October 24 and December 14, 1995.

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

January 8, 1996, and should be

accompanied by proof of service on

applicant, 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 who wish to be notified of a

hearing may request such notification

by writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants: State Street, Two

International Place, Boston,

Massachusetts 02110; Global Lending

Trust, c/o Raymond P. Boulanger,

Exchange Place, 25th Floor, Boston,

Massachusetts 02109.

FOR FURTHER INFORMATION CONTACT:

Courtney S. Thornton, Senior Attorney,

at (202) 942–0583, or C. David

Messman, 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.

Applicants’ Representations

State Street, a wholly-owned

subsidiary of State Street Boston

Corporation, is a Massachusetts

chartered trust company and a member

of the Federal Reserve System. State

Street provides institutional custody

services and asset management services

for pension plans, foundations,

governmental plans, individuals, and

registered management investment

companies. State Street also administers

the Program, which involved securities

loan transactions in excess of $50

billion on average during the first three

quarters of 1995.

2. The Trust is a Massachusetts

business trust organized pursuant to a

master trust agreement dated June 15,

1995. The Trust proposes initially to

establish three separate Investment

Funds: The U.S. Government Securities

Money Market Fund (‘‘Government

Securities Fund’’), the General Money

Market Fund (‘‘Money Market Fund’’),

and the Short-Term Fund.1 Shares of

each Investment Fund will be sold on a

private placement basis in accordance

with Regulation D under the Securities

Act of 1933 only to Lending Funds and

other institutional investors

participating in the Program. Shares of

the Investment Funds will be sold

directly by the Trust without a

distributor and will not be subject to a

sales load or a redemption fee. Assets of

the Trust will not be subject to a rule

12b–1 fee. The Trust will register as an

investment company under the Act