13194 Federal Register / Vol. 60, No. 47 / Friday, March 10, 1995 / Notices

payable on each interest period or

quarterly for interest periods beyond

three months. Second, NEEI can borrow

at the base rate of Credit Suisse, the

principal Bank, payable quarterly in

arrears and calculated on the basis of a

365/366 day year. Third, NEEI can

borrow at a rate obtained through

competitive bids from the Banks for

funds in amounts over $10 million.

Under the New Credit Agreement, a

facility fee will be payable on the

percentage amount of the obligation of

each Bank to make advances to NEEI.

The facility fee is payable upon each

commitment, irrespective of usage, and

will be calculated on the basis of the

actual number of days elapsed in a year

of 360 days. A one-time arrangement fee

of $40,000 also will be payable to Credit

Suisse.

Credit Suisse will administer the New

Credit Agreement for an annual fee of

$20,000, payable upon closing and once

each year. An additional charge of $750

will be payable for each NEEI request

for a competitive bid.

To secure the funds borrowed, NEEI

proposes to assign to the Banks its rights

under the Fuel Purchase Contract with

NEPCO and the Capital Funds

Agreement and the Loan Agreement

with NEES. Upon termination of the

Fuel Purchase Contract, the funds will

be secured by rights under the Capital

Maintenance Agreement.

The effective cost of funds over the

life of the New Credit Agreement will be

approximately 32.5 basis points over

LIBOR, based upon current NEPCO

senior secured long-term debt ratings.

Under the present credit agreement, the

current effective spread over LIBOR is

5⁄8%, which would increase to 7⁄8%

between 1996 through 1998.

National Fuel Gas Company (70–8579)

National Fuel Gas Company

(‘‘National’’), 10 Lafayette Square,

Buffalo, New York 14203, a registered

holding company, has filed a

declaration under sections 6(a), 7 and

12(b) of the Act and rule 45 thereunder.

National proposes to issue and sell,

from time to time through December 31,

2000, up to 2,000,000 shares of its

authorized but unissued common stock,

$1.00 par value (‘‘Common Stock’’), to

Chemical Bank (or such other bank or

trust company as National may from

time to time designate), as agent for the

participants in National’s Dividend

Reinvestment and Stock Purchase Plan

(‘‘Plan’’). The price of shares of

Common Stock sold by National to the

Plan will be the average of the daily

high and low sales prices of National’s

common stock on the New York Stock

Exchange on the 15th day of the

applicable month, or, if the New York

Stock Exchange is not open for trading

on that date, such average on the next

succeeding date on which the New York

Stock Exchange is open for trading.

National proposes to use the proceeds

from the sale of the Common Stock to

repay existing short-term and long-term

debt, to pay interest and dividends, to

make additional capital contributions to

its wholly owned subsidiaries and for

other corporate purposes. The amount

of proposed capital contributions to

each subsidiary will not, in any one

year, exceed the amount that the

subsidiary is authorized by the

Commission to borrow from National’s

money pool, pursuant to HCAR No.

25964 (File No. 70–8297) or any

subsequent money pool authorization.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–5865 Filed 3–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20940/812–9396]

Norwest Funds, et al.; Notice of

Application

March 6, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Norwest Funds, Norwest

Select Funds, Core Trust (Delaware),

Forum Funds, Inc. (collectively, the

‘‘Funds’’), Norwest Bank Minnesota,

N.A. (‘‘Norwest’’), Forum Advisors, Inc.

(‘‘FAI’’), and H.M. Payson & Co., Inc.

(‘‘Payson’’) (collectively, the

‘‘Advisers’’).

RELEVANT ACT SECTIONS: Order requested

under sections 6(c) and 17(b) to exempt

applicants 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

request an order that would permit

certain money market funds to sell their

shares to affiliated investment

companies.

FILING DATE: The application was filed

on December 21, 1994 and amended on

February 24, 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

March 31, 1995, 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 notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants, Norwest Funds, Norwest

Select Funds, 61 Broadway, New York,

New York 10006; Core Trust, Forum

Funds, Inc., Forum Advisors, Inc., Two

Portland Square, Portland, Maine 04101;

H.M. Payson & Co., Inc., One Portland

Square; Portland, Maine 04101.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Robert A. Robertson,

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 at the SEC’s

Public Reference Branch.

Applicants’ Representations

1. Each Fund is registered under the

Act as an open-end management

investment company and is comprised

of multiple series. Norwest Funds and

Forum Funds offer both non-money

market series and money market series.

Norwest Select Funds and Core Trust

offer only non-money market series. All

existing and future non-money market

series of the Funds relying on the relief

granted are hereinafter referred to as

‘‘Non-Money Market Series.’’ The

existing and future money market series

of the Funds relying on the relief

granted are hereinafter referred to as

‘‘Money Market Series.’’ Applicants

request relief on behalf of any future

series or registered investment company

advised by the Advisers or any

investment adviser controlling,

controlled by or under common control

with the Advisers.

2. Norwest is the investment adviser

for each series of Norwest Funds and

Norwest Select Funds, and for two

series of Core Trust. FAI serves as

investment adviser for each of the

Forum Funds series, except for the

Payson Balanced Fund and Payson

Value Fund, which are advised by

Payson. Each of the Advisers is
Federal Register / Vol. 60, No. 47 / Friday, March 10, 1995 / Notices 13195

1Applicants will comply with the percentage

limitations set forth in section 12(d)(1) of the Act.

registered under the Investment

Advisers Act of 1940. Applicants

request relief on behalf of any

investment adviser controlling,

controlled by, or under common control

with the Advisers. Forum Financial

Services, Inc. is the principal

underwriter and manager for each series

of Norwest Funds, the Norwest Select

Funds, and Forum Funds.

3. Each Non-Money Market Series

will hold a portion of its net assets in

cash or short-term investments

(‘‘Uninvested Cash’’) pending

investment in portfolio securities, or for

meeting expected redemptions or other

purposes. Applicants propose that: (a)

each Non-Money Market Series advised

by Norwest would be permitted to

invest its Uninvested Cash in shares of

one or more Money Market Series

advised by Norwest; and (b) Non-Money

Market Series advised by FAI or Payson

would be permitted to invest in shares

of one or more Money Market Series

advised by FAI or Payson. Where a NonMoney Market Series would have more

than one Money Market Series available

for investment, the decision as to which

Money Market Series in which it would

invest (if any) will be made by the

investment adviser of the Non-Money

Market Series solely on the basis of the

investment adviser’s view as to the

suitability and investment merits of the

respective Money Market Series as

compared to all available, competitive

short-term instruments. Where a Money

Market Series offers more than one class

of securities, each Non-Money Market

Series would invest only in the class

with the lowest expense ratio at the time

of investment.

Applicants’ Legal Analysis

1. Applicants request an order under

sections 6(c) and 17(b) of the Act

granting an exemption from section

17(a) of the Act and under rule 17d–1

thereunder permitting certain joint

transactions in accordance with section

17(d) of the Act and rule 17d–1. The

order would permit: (a) the Non-Money

Market Series to purchase, utilizing

Uninvested Cash, and to redeem shares

of the Money Market Series; (b) the

Money Market Series to sell and redeem

their shares to and from the Non-Money

Market Series; and (c) the advisers to

effect such purchases and redemptions

of shares of the Money Market Series as

investment adviser to the Funds.1

2. Section 17(a) of the Act provides,

in pertinent part, that it is unlawful for

any affiliated person of a registered

investment company, acting as

principal, to sell any security to, or

purchase any security from, such

investment company. Since the series of

Norwest Funds and Norwest Select

Funds share a common board of trustees

and the series of Forum Funds share a

common board of trustees, the series of

each such Fund may be ‘‘affiliated

persons’’ of each other under section

2(a)(3)(C) of the Act by virtue of the

possibility that they may be deemed

under common control with each other.

Additionally, since the series of

Norwest Funds, Norwest Select Funds,

and Core Trust have the same

investment adviser, they also may be

‘‘affiliated persons’’ of each other under

section 2(a)(3)(C). Because of these

potential affiliations, the sale of shares

of the Money Market Series to the NonMoney Series, and the redemption of

such shares from the Money Market

Series, could be prohibited under

section 17(a).

3. Section 17(b) of the Act provides

that the SEC may, upon application,

grant an order exempting applicants

from section 17(a) if evidence

establishes that: (a) the terms of the

proposed transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any persons

concerned; (b) the proposed transaction

is consistent with the policy of each

investment company concerned; and (c)

the proposed transaction is consistent

with the general purposes of the Act.

Under section 6(c) of the Act, the SEC

may exempt transactions from any

provision of the Act or any rule or

regulations thereunder ‘‘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. Applicants request relief

under sections 6(c) and 17(b) because

they wish to engage in a series of

transactions, rather than a single

transaction.

4. Under the proposed transactions,

the Non-Money Market Series will

retain their ability to invest their cash

balances directly in money market

instruments as authorized by their

respective investment objectives and

policies. Under the proposal, shares of

the Money Market Series will be

purchased and redeemed at their net

asset value, which is the same

consideration paid and received for

these shares by any other shareholder.

These shares will be purchased and sold

by the Non-Money Market Series on the

same terms and on the same basis as

shares are purchased and sold to all

other shareholders.

5. On the other side of the proposed

transactions, each Money Market Series

reserves the right to discontinue selling

shares to any Non-Money Market Series

if the board of trustees of such

applicants determine, based on then

current facts and circumstances, that

such sales would adversely affect its

portfolio management and operations.

In order to ensure that the Non-Money

Market Series will not exert any undue

influence on the voting process for any

matter submitted to a vote by the

shareholders of the Money Market

Series, the Non-Money Market Series

will vote their shares of each of the

Money Market Series in proportion to

the vote by all other shareholders of

such Money Market Series. Based on the

above, applicants believe that the

proposed transactions satisfy the

standards of sections 6(c) and 17(b).

6. Section 17(d) of the Act and rule

17d–1 thereunder provide that it is

unlawful for an affiliated person of a

registered investment company, acting

as principal, to participate in any joint

enterprise or other joint arrangement in

which any such registered company is

a participant. Rule 17d–1 provides that

the SEC may issue an order permitting

applicants to participate in a joint

transaction after considering certain

factors. The Money Market Series would

purchase and redeem shares from the

Non-Money Market Series. In addition,

the Advisers manage assets of the

Money Market and Non-Money Market

Series. Due to the relationships between

the Advisers and the Money Market and

Non-Money Market Series, the proposed

transactions between the Money Market

and Non-Money Market Series could be

deemed a joint enterprise or other joint

arrangement.

7. The investment by the Non-Money

Market Series in shares of the Money

Market Series would be on the same

basis and would be indistinguishable

from any other shareholder account

maintained by the Money Market Series.

To the extent that any of the Non-Money

Market Series invest in the Money

Market Series as proposed, applicants

believe that the Non-Money Market

Series will participate on a fair and

reasonable basis in the returns and

expenses of the Money Market Series.

Thus, applicants believe that relief is

appropriate.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. The shares of the Money Market

Series sold to and redeemed from the

Non-Money Market Series will not be

subject to a sales load, redemption fee,
13196 Federal Register / Vol. 60, No. 47 / Friday, March 10, 1995 / Notices

1The Exchange stated that noncorporate or

partnership entities would have to be structured in

such a format that would qualify as a broker or

dealer registered with the SEC pursuant to the Act,

since this is a prerequisite to becoming an Exchange

member organization. Telephone conversation

between Michael D. Pierson, Senior Attorney, PSE,

and Elisa Metzger, Senior Counsel, SEC, on March

3, 1995.

or distribution fee under a plan adopted

in accordance with rule 12b–1 under the

Act.

2. The investment advisers and their

respective affiliates, in their capacities

as service providers for the Money

Market Series, will remit to the

respective Non-Money Market Series, or

waive their fees with respect to the NonMoney Market Series, in an amount

equal to all fees received by them or

their affiliates under their respective

agreements with the Money Market

Series to the extent such fees are based

upon the Non-Money Market Series’

assets invested in shares of the Money

Market Series. Any of these fees

remitted or waived will not be subject

to recoupment by the Series’ investment

advisers or their affiliates at a later date.

3. For the purpose of determining any

amount to be waived and/or expenses to

be borne to comply with an Expense

Waiver, the adjusted fees for a NonMoney Market Series (gross fees minus

Expense Waiver) will be calculated

without reference to the amounts

waived or remitted pursuant to

condition 2. Adjusted fees then will be

reduced by the amount waived pursuant

to condition 2. If the amount waived

pursuant to condition 2 exceeds

adjusted fees, the Non-Money Market

Series’ investment adviser also will

reimburse the Non-Money Market Series

in an amount equal to such excess.

4. The Non-Money Market Series will

vote their shares of each of the Money

Market Series in the same proportion as

the votes of all other shareholders in

such Money Market Series.

5. The Non-Money Market Series will

receive dividends and bear their

proportionate share of expenses on the

same basis as other shareholders of such

Money Market Series. A separate

account will be established in the

shareholder records of each of the

Money Market Series for each of the

acquiring Non-Money Market Series.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–5965 Filed 3–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35443; File No. SR–PSE–

95–06]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the Pacific Stock Exchange, Inc.

Relating to New Organizational

Structures

March 6, 1995.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. § 78s(b)(1), notice is

hereby given that on February 21, 1995,

the Pacific Stock Exchange, Inc. (‘‘PSE’’

or ‘‘Exchange’’) filed with the Securities

and Exchange Commission

(‘‘Commission’’ or ‘‘SEC’’) the proposed

rule change as described in Items I, II

and III below, which Items have been

prepared by the self-regulatory

organization. The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The PSE is proposing to amend

articles V and VIII of its Constitution to

allow for the admission of entities with

new organizational structures as

member organizations.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization included

statements concerning the purpose of

and basis for the proposed rule change

and discussed any comments it received

on the proposed rule change. The text

of these statements may be examined at

the places specified in Item IV below.

The self-regulatory organization has

prepared summaries, set forth in

Sections A, B, and C below, of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The PSE Constitution currently allows

members of the Exchange to confer the

privileges of their memberships on a

firm which may be either a partnership

or a corporation. Recent changes to state

corporate laws, however, have

expanded the types of organizational

structures available to such members.

Accordingly, the Exchange is proposing

to amend its Constitution to permit the

Exchange, in its discretion, and on such

terms and conditions as the Exchange

may prescribe, to approve business

trusts, limited liability companies and

other organizational structures as

member organizations so long as the

characteristics of the entity in question

are essentially similar to those of

corporations or partnerships.1

Specifically, the Exchange is

proposing to amend Article VIII, Section

1(a) of its Constitution to provide that

the Exchange may, in its discretion, and

on such terms as the Exchange may

prescribe, approve as a member firm

entities that have characteristics

essentially similar to corporations,

partnerships, or both. The proposed

change states that such entities and

persons associated therewith shall upon

approval, be fully, formally and

effectively subject to the jurisdiction,

and to the Constitution and Rules, of the

Exchange to the same extent and degree

as are any other member organizations

and persons associated therewith.

The Exchange is also proposing to

amend Article V, Sections 4, 5, and 7 of

the PSE Constitution (definitions of

‘‘member firm,’’ ‘‘member

organization,’’ and ‘‘associated person’’)

to be consistent with the proposed

change to Article VIII, Section 1(a).

Accordingly, the Exchange is proposing

to add the phrase ‘‘other Organization’’

to the definitions of ‘‘member firm’’ and

‘‘member organization’’ and to add the

phrases ‘‘member of a Limited Liability

Company’’ and ‘‘trustee of a business

trust’’ to the definition of ‘‘associated

person.’’

2. Statutory Basis

The proposal is consistent with

Section 6(b) of the Exchange Act, in

general, and Section 6(b)(5), in

particular, in that it is designed to

promote just and equitable principles of

trade and to protect investors and the

public interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange does not believe that

the proposed rule change will impose

any burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act.