Federal Register / Vol. 60, No. 61 / Thursday, March 30, 1995 / Notices 16523

6Release 34–34596, supra n. 4, clarified that the

NYSE would provide certain additional guidance

regarding the NYSE rule changes under an NYSE

Information Memo. The NASD’s rule change would

contain substantially similar requirements as

described under Release 34–34596 and contained in

the NYSE Information Memo (See NYSE

Information Memo No. 94–41 (Sept. 7, 1994).

7ERISA defines the term ‘‘investment manager’’

to mean any fiduciary (other than a trustee or

named fiduciary, as defined in Section 1102(a)(2) of

Title 29): (A) Who has the power to manage,

acquire, or dispose of any asset of a plan; (B) who

is: (i) registered as an investment adviser under the

Investment Advisers Act of 1940; (ii) a bank, as

defined in that Act; or (iii) an insurance company

qualified to perform services described in

subparagraph (A) under the laws of more than one

State; and (C) has acknowledged in writing that he

is a fiduciary with respect to that plan. See 29

U.S.C. 1002 (38).

8 15 U.S.C. 78o–3.

unqualified right at any time to rescind

designation of the investment adviser to

receive materials and to vote proxies.

The rescission would have to be in

writing and submitted to the member.

The rule change would require that a

member who receives a written

designation from a beneficial owner

ensure that the beneficial owner’s

designated investment adviser is

registered under the Investment

Advisers Act of 1940; is exercising

investment discretion pursuant to an

advisory contract for the beneficial

owner; and is designated in writing by

the beneficial owner to receive and vote

proxies for stock which is in the

possession of the member. Members

would be required to keep records

substantiating this information.6

ERISA Investment Managers

The rule change would provide that

any member designated by a named

ERISA Plan fiduciary as the investment

manager 7 of stock held as assets of the

ERISA Plan may vote the proxies in

accordance with the ERISA Plan

fiduciary responsibilities of the ERISA

Plan expressly grants discretion to the

investment manager to manage, acquire,

or dispose of any plan asset, and has not

expressly reserved the proxy voting

right for the named ERISA Plan

fiduciary.

The NASD believes that the proposed

rule change is consistent with the

provisions of Section 15A(b)(6) of the

Act 8 in that the rule change will benefit

investors by: (i) Providing investor with

the ability to designate their registered

investment advisers to receive and vote

their proxies and to receive other

material; (ii) providing authority to

certain investment managers of ERISA

Plans to receive and vote proxies and

(iii) providing desired uniformity

between NASDA rules and NYSE rules

on such proxy procedures.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

The NASD does not believe that the

proposed rule change will result in any

burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act, as amended.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants, or Others

Written comments were neither

solicited nor received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the self-regulatory

organization consents, the Commission

will:

A. By order approve such proposed

rule change, or

B. institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the NASD. All

submissions should refer to SR–NASD–

95–06 and should be submitted by April

20, 1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority, 17 CFR 200.30–3(a)(12).

[FR Doc. 95–7837 Filed 3–29–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20967; 811–4355]

Kidder, Peabody Tax-Free Income

Fund; Notice of Application

March 24, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Kidder, Peabody Tax-Free

Income Fund.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on March 7, 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 applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 18, 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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street NW., Washington, D.C. 20549.

Applicant, 60 Broad Street, New York,

New York 10004.

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.

Applicant’s Representations:

1. Applicant is an open-end

management investment company

organized as a Massachusetts business

trust. On July 19, 1985, applicant filed

a notification of registration pursuant to

section 8(b) of the Act and a registration

statement pursuant to the Securities Act

of 1933. The registration statement

became effective on November 22, 1985,

and applicant commenced the initial

public offering of its National Tax-Free
16524 Federal Register / Vol. 60, No. 61 / Thursday, March 30, 1995 / Notices

Series’ (the ‘‘National Series’’) shares

and New York Tax-Free Series’ (the

‘‘New York Series’’) shares on December

26, 1985. Applicant’s Massachusetts

Tax-Free Series never commenced a

public offering of its shares.

2. On June 27, 1990, applicant’s

trustees approved a plan to liquidate

applicant’s assets and distribute the

proceeds in the form of cash to

applicant’s shareholders. Proxy

materials were filed with the SEC and

were distributed, on or about August 16,

1990, to applicant’s shareholders of

record as of July 23, 1990. The

liquidation was approved by applicant’s

shareholders at a meeting held on

November 2, 1990.

3. On November 9, 1990, applicant

liquidated the National Series’ and New

York Series’ assets. The portfolio

securities were disposed of by

competitive bidding from 16 dealers,

with the transactions being

consummated with the highest bidder.

No brokerage commissions were paid

with respect to these transactions. On

November 13, 1990, applicant

distributed all of the National Series’

assets, $11,002,504, to its shareholders

who received distributions equal to

their proportionate shares. Each

National Series’ shareholder received

$15.26 per share. Also on November 13,

1990, applicant distributed all of the

New York Series’ assets, $3,650,797, to

its shareholders who received

distributions equal to their

proportionate shares. Each New York

Series’ shareholder received $14.88 per

share.

4. All expenses incurred in

connection with the liquidation,

consisting of legal, accounting, printing

and other expenses, were borne by

Kidder, Peabody & Co. Incorporated,

applicant’s principal underwriter.

5. As of the date of the application,

applicant had no assets, liabilities or

shareholders. Applicant is not a party to

any litigation or administrative

proceeding.

6. Applicant is neither engaged in, nor

does it propose to engage in, any

business activities other than those

necessary for the winding-up of its

affairs. Applicant intends to terminate

its existence as a Massachusetts

business trust as soon as practicable.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–7843 Filed 3–29–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26258]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

March 24, 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

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

April 17, 1995, 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 (70–7701)

Northeast Utilities (‘‘Northeast’’), 174

Brush Hill Avenue, West Springfield,

Massachusetts 01089, a registered

holding company, has filed a posteffective amendment to its declaration

under Sections 6(a) and 7 of the Act and

Rule 54 thereunder.

By orders dated May 23, 1990 (HCAR

No. 25093) and July 29, 1994 (HCAR No.

26092, the Commission authorized,

among other things, Northeast to issue

and sell, and/or purchase in the open

market and sell, from time-to-time

through December 31, 1995 up to 10

million common shares under

Northeast’s Dividend Reinvestment Plan

(‘‘DRP’’). As of March 1, 1995, Northeast

has issued and sold 4,470,352

authorized common shares and

4,877,247 shares have been purchased

in the open market by an agent acting

on behalf of Northeast and distributed to

DRP participants pursuant to the DRP.

Northeast now proposes to issue and/

or purchase and sell to DRP

participants, through December 31,

2005, the remaining 652,401 common

shares under the DRP. For the same

period Northeast also proposes to issue

and/or purchase and sell to DRP

participants up to an additional 20

million common shares under the DRP.

In all respects, the terms and conditions

associated with the issuance,

acquisition and sale of the shares to be

issued under the DRP will remain as

previously authorized.

New England Electric System, et al.

(70–8475)

New England Electric System

(‘‘NEES’’), a registered holding

company, and New England Electric

Resources, Inc. (‘‘NEERI’’), its wholly

owned, nonutility subsidiary company,

both of 25 Research Drive, Westborough,

Massachusetts 01582, have filed an

application-declaration under sections

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

rule 45 thereunder. The Commission

issued a notice of the transaction on

November 18, 1994 (HCAR No. 26163).

Subsequently, applicants-declarants

amended the filing to request additional

authorization, thus necessitating this

supplemental notice.

NEES proposes to provide financing

to NEERI by making capital

contributions up to an additional $12.7

million and/or by lending to NEERI

from time to time additional amounts

not to exceed $12.7 million at any one

time, such loans to be in the form of

non-interest bearing subordinated notes.

NEERI proposes to enter into a joint

arrangement with Separation

Technologies, Inc. (‘‘STI’’), the

developer of a process for separating

unburned carbon from coal ash. As part

of its joint arrangement with STI, NEERI

proposes to enter into a project with STI

and STI Projects, a Florida General

Partnership between STI and Oxbow

Carbon International, Inc. (‘‘STIP’’),

involving the processing of coal ash at

an electric generation facility in the

New England/New York region (‘‘NE/

NY Project’’) owned by a nonaffiliated

electric company (‘‘Owner’’). NEERI

plans to invest up to $700,000 in the

NE/NY Project in return for 15% of

certain project revenues.

In addition, NEERI will provide

consulting services to STI and/or STIP

in connection with the NE/NY Project

for a fee. Such services may include

marketing, sales, higher value product

research and development and

engineering consultation on balance of

plant equipment matters. STIP will be

responsible for processing the ash at the

Owner’s facility.