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U.S. Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27870; 70-9755)

Northeast Utilities, et al.

Supplemental Order Authorizing Issuances of Short-Term Debt, Participation in a System Money Pool, and Entry Into Interest Rate Hedging Transactions; Reservation of Jurisdiction

June 30, 2004

Northeast Utilities ("NU"), a registered holding company, Western Massachusetts Electric Company ("WMECO"), a wholly owned, direct public-utility company subsidiary of NU, both West Springfield, Massachusetts, Public Service Company of New Hampshire ("PSNH"), a wholly owned, direct public-utility company subsidiary of NU, and North Atlantic Energy Corporation ("NAEC"), a wholly owned, direct nonutility subsidiary of NU, both Manchester, New Hampshire, Yankee Energy System, Inc. ("YES"), a wholly owned, direct holding company subsidiary of NU that claims exemption under section 3(a)(1) by rule 2, Northeast Utilities Service Company ("NUSCO"), a direct, wholly owned service company subsidiary of NU, The Connecticut Light and Power Company ("CL&P"), a wholly owned, direct public-utility company subsidiary of NU, Northeast Nuclear Energy Company ("NNECO"), a wholly owned, direct nonutility company subsidiary of NU, Yankee Gas Services Company (Yankee Gas") a wholly owned, direct public-utility company subsidiary of YES, The Rocky River Realty Company ("RR"), a wholly owned, direct nonutility subsidiary of NU, The Quinnehtuk Company ("Quinnehtuk"), a wholly owned, direct nonutility subsidiary of NU, Properties, Inc. ("Properties"), a wholly owned, direct nonutility subsidiary of PSNH, Yankee Energy Financial Services Company ("Yankee Financial"), a wholly owned, direct nonutility subsidiary of YES, Yankee Energy Services Company ("YESCO"), a wholly owned, direct nonutility subsidiary of YES, NorConn Properties, Inc. ("NorConn"), a wholly owned, direct nonutility subsidiary of YES, NU Enterprises, Inc. ("NUEI"), a wholly owned, direct nonutility subsidiary of NU, Northeast Generation Company ("NGC"), a wholly owned, direct nonutility subsidiary of NUEI, Northeast Generation Services Company ("NGS") a wholly owned, direct nonutility subsidiary of NUEI, E.S. Boulos Company ("Boulos"), a wholly owned, direct nonutility subsidiary of NGS, Woods Electrical Company, Inc. ("Woods"), a wholly owned, direct nonutility subsidiary of NGS, Woods Network Services, Inc. ("Woods Network"), a wholly owned, direct nonutility subsidiary of NUEI, Select Energy, Inc. ("Select Energy"), a wholly owned, direct nonutility subsidiary of NUEI, Mode 1 Communications, Inc. ("Mode 1"), a wholly owned, direct nonutility subsidiary of NUEI, and Select Energy New York, Inc. ("SENY"), a wholly owned, direct nonutility subsidiary of Select Energy, Holyoke Water Power Company ("HWP"), a public-utility subsidiary of NU, all Berlin, Connecticut, and Select Energy Services, Inc. ("SESI"), a wholly owned, direct nonutility subsidiary of NUEI, Natick, Massachusetts, (collectively, "Applicants") have filed with the Securities and Exchange Commission ("Commission"), under sections 6(a), 7, 9(a), 10 and 12 of the Public Utility Holding Company Act of 1935, as amended ("Act") and rules 43, 45 and 54 under the Act, a post-effective amendment to a previously filed application ("Post-Effective Amendment"). The Commission issued a notice concerning the Post-Effective Amendment on June 2, 2004 (Holding Co. Act Release No. 27852).

I. Background

A. The NU System

NU is the parent company of four electric utility companies and one gas utility company. For the twelve months ended December 31, 2003, NU's consolidated gross revenues and net income were approximately $6.1 billion and $116.4 million, respectively. For the three months ended March 31, 2004, NU's consolidated gross revenues ant net income were approximately $1.8 billion and $67 million, respectively. As of March 31, 2004, NU's consolidated capitalization consisted of: 34.4% common equity, 1.7% preferred stock, 24.9% of rate reduction bonds, and 39.0% long-term and short-term debt.1 Applicants state that the current corporate credit rating for NU is BBB+ by Standard and Poor's and Baa1 by Moody's, and that the ratings issued by Moody's and Standard and Poor's for NU's Senior Unsecured Debt were Baa1 and BBB, respectively.

CL&P, an electric utility company, provides retail electric service to approximately 1.2 million customers in Connecticut. As of March 31, 2004, CL&P's consolidated capitalization consisted of: 24.6% common equity, 4.0% preferred stock, 37.4% of rate reduction bonds, and 34.0% of long-term and short-term debt.2 Applicants state that the corporate credit rating for CL&P is BBB+ by Standard and Poor's and A3 by Moody's, and that the credit rating for its senior secured debt is A- by Standard and Poor's and Fitch and A2 by Moody's. Its senior unsecured debt has a rating of BBB from Standard and Poor's, A3 from Moody's and BBB+ from Fitch. CL&P's preferred stock has a rating of BBB- by Standard and Poor's and Baa2 by Fitch.

WMECO, an electric utility company, provides retail electric service to approximately 206,000 customers in Massachusetts. As of March 31, 2004, WMECO's consolidated capitalization consisted of: 33.4% common equity, 27.1% of rate reduction bonds, and 39.5% of long-term and short-term debt.3 Applicants state that the corporate credit rating for WMECO is BBB+ by Standard and Poor's and A3 by Moody's, and that the credit rating for its senior unsecured debt is BBB+ by Standard and Poor's and Fitch and A3 by Moody's. WMECO has no preferred stock outstanding.

PSNH, an electric utility company, provides retail electric service to approximately 456,000 customers in New Hampshire. As of March 31, 2004, PSNH's consolidated capitalization consisted of: 29.9% common equity, 35.8% of rate reduction bonds, and 34.3% of long-term and short-term debt.4 Applicants state that the corporate credit rating for PSNH is BBB+ by Standard and Poor's and Baa1 by Moody's, and that the credit rating for its senior secured debt is BBB+ by Standard and Poor's and Fitch and A3 by Moody's. PSNH has no preferred stock outstanding.

Yankee Gas, a gas utility company, is wholly owned by YES.5 Yankee Gas provides natural gas distribution service to approximately 192,000 customers in Connecticut. As of March 31, 2004, Yankee Gas' consolidated capitalization consisted of: 69.7% common equity and 30.3% of long-term and short-term debt. Applicants state that the corporate credit rating for Yankee Gas is BBB+ by Standard and Poor's and Baa1 by Moody's. Yankee Gas has no preferred stock outstanding.

HWP, an electric utility company, currently sells all of the output of its electricity generating station to its affiliate, Select Energy. As of March 31, 2004, HWP's consolidated capitalization consisted of: 33.9% common equity and 66.1% long-term and short-term debt. HWP is not rated by any rating agency.

NU also owns, directly or indirectly, Properties, RR, Quinnehtuk and NorConn, which are real estate companies, NUSCO, the system's principal service company, NUEI, the system's nonutility holding company, NGC, an exempt wholesale generator, SESI, an energy services company acquired pursuant to Commission Order, Mode 1 and Woods Network, each exempt telecommunications companies, Yankee Financial, a financial services company and Select Energy, SENY, NGS, Woods, Boulos and YESCO, each companies formed or acquired pursuant to rule 58. HWP sells the output of its electricity generating station directly to its affiliate, Select Energy.

B. Current Authority

By order dated June 30, 2003 (Holding Co. Act Release No. 27693, "2003 Order"), the Commission, among other things: (1) extended the authorization period for the issuance of short-term debt by CL&P, WMECO, and Yankee Gas ("Utility Borrowers"), PSNH, YES and NU through June 30, 2006; (2) authorized such companies to enter into interest rate hedging transactions related to short-term debt transactions through June 30, 2006; and (3) extended the authorization period for participation by certain of the Applicants in the NU system money pool ("NU Money Pool") through June 30, 2004, pending the submission by the Applicants of a feasibility study concerning the creation of a separate money pool for nonutility subsidiaries of NU.

II. Requests for Authority

Applicants request authority for NU, YES, and the Utility Borrowers to issue and sell notes or commercial paper to unaffiliated third parties to evidence short-term debt through June 30, 2007 ("Authorization Period") up to the following aggregate outstanding principal amounts: NU, $450 million; YES, $50 million, CL&P, $450 million; WMECO, $200 million; and Yankee Gas, $150 million (each limit, "Aggregate Short-Term Debt Limit"). In addition, NU, YES and the Utility Borrowers request authority to engage in interest rate hedges (described below) through the Authorization Period.

Applicants also request authority for CL&P, WMECO, HWP and Yankee Gas to issue and sell short-term notes to affiliates through the NU Money Pool through the Authorization Period up to the aggregate outstanding principal amounts: CL&P, $450 million; WMECO, $200 million; HWP, $10 million; and Yankee Gas, $150 million. These Money Pool borrowings will be subject to the applicable Aggregate Short-Term Debt Limit, if applicable.

Authority is requested for Properties to participate in the NU Money Pool both as borrower and lender. Applicants also request that the Commission release jurisdiction over the removal of limits on the NU Money Pool borrowings by RR, Quinnehtuk, Yankee Financial, YESCO, NorConn, NUEI, NGS, Boulos, Woods, Select Energy, NAEC, NNECO, SENY and SESI (together with Properties, "Nonutility Subsidiaries").

A. General Terms and Conditions

The proposed securities will be subject to the following financing parameters. NU, YES and the Utility Borrowers commit that, apart from the securities issued for the purpose of funding money pool operations, no securities may be issued in reliance upon the requested order, during the Authorization Period, unless: (1) the security to be issued, if rated, is rated investment grade; (2) all outstanding securities of the issuer that are rated are rated investment grade; and (3) all outstanding securities of NU and YES that are rated, are rated investment grade (collectively, "Investment Grade Conditions"). For purposes of this condition, a security will be considered investment grade if it is so rated by at least one nationally recognized statistical rating organization, as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Securities Exchange Act of 1934. NU, YES, PSNH and the Utility Borrowers request that the Commission reserve jurisdiction over the issuance by NU, YES, PSNH and the Utility Borrowers of any securities that do not meet the Investment Grade Conditions.

At all times during the Authorization Period, YES, NU and their utility subsidiaries (with the exception of CL&P and PSHH)6 will maintain common equity of at least 30% of its consolidated capitalization (common equity, preferred stock, long-term debt and short-term debt) as reflected in the most recent form 10-K or form 10-Q filed with the Commission, adjusted to reflect changes in capitalization since the balance sheet date.

The proceeds from the short-term debt of NU, YES and the Utility Borrowers will be used for: (1) general corporate purposes, including investments by and capital expenditures of NU and its subsidiaries, including, without limitation, the funding of future investments in exempt wholesale generators ("EWG"), foreign utility companies ("FUCO") (each to the extent permitted under the Act or Commission order), rule 58 subsidiaries (to the extent permitted under the Act or Commission order), and exempt telecommunications companies ("ETCs"); (2) the repayment, redemption, refunding or purchase by NU or any subsidiary of any of its own securities from non-affiliates pursuant to rule 42; and (3) financing working capital requirements of NU and its subsidiaries. No financing proceeds will be used to acquire the securities of, or other interests in, any company unless such acquisition has been approved by the Commission in this or a separate proceeding or is in accordance with an available exemption under the Act or rules under the Act.

B. External Short-Term Debt of NU and YES

Applicants request authority for NU and YES to issue and sell during the Authorization Period unsecured short-term debt in an aggregate principal amount at any time outstanding not to exceed $450 million and $50 million, respectively. This short-term debt will take a variety of forms, including commercial paper issuances and/or unsecured notes with banks or other institutional lenders under credit facilities on terms that are generally available to borrowers with comparable credit ratings. All short-term debt securities issued and sold by NU and YES will have maturities of less than one year from the date of issuance.

Commercial paper issued by NU and YES may be issued manually or through The Depository Trust Company in the form of book entry notes in denominations of not less than $50,000 of varying maturities. Applicants state that, typically, the commercial paper will be sold to dealers at the discount rate prevailing at the date of issuance for commercial paper of comparable quality and maturities sold to commercial paper dealers generally. It is expected that the dealers acquiring the commercial paper will re-offer it at a discount to corporate and institutional investors. No commercial paper will be issued by NU or YES unless the issuer believes that the effective interest cost will be equal to or less than the effective interest rate at which it could issue short-term notes in an amount at least equal to the principal amount of such commercial paper. The commercial paper will be publicly issued and sold without registration under the Securities Exchange Act of 1933 in reliance upon one or more applicable exemptions from registration.

Applicants request authority through the Authorization Period for NU and YES to continue or establish and maintain back-up credit lines with banks or other institutional lenders to support their commercial paper program(s), and other credit arrangements and/ or borrowing facilities generally available to borrowers with comparable credit ratings, providing for revolving credit or other loans. All amounts drawn and outstanding under these agreements and facilities will have maturities less than one year from the date of draw and will be counted against the applicable Aggregate Short-Term Debt Limit.

The effective cost of money on all external short-term debt of NU and YES will not exceed competitive market rates available at the time of issuance for securities having the same or reasonably similar terms and conditions issued by companies of comparable credit quality, provided that in no event will the effective cost of capital exceed 300 basis points over the comparable term London Interbank Offered Rate ("LIBOR"). Issuance expenses in connection with any non-competitive offering of short-term debt will not exceed 5% of the principal amount. Specific terms of any short-term debt will be determined by NU at the time of issuance. A copy of any new note or loan agreement executed pursuant to this Authorization will be filed under cover of the next quarterly report under rule 24. Subject to the applicable Aggregate Short-Term Debt Limit, NU and YES intend to renew and extend outstanding short-term debt as it matures, to refund such short-term debt with other similar short-term debt, to repay such short-term debt or to increase the amount of their short-term debt from time to time.

C. External Short-Term Debt of Utility Borrowers

Applicants request authority for the Utility Borrowers to issue and sell short-term debt during the Authorization Period up to the following aggregate outstanding principal amounts: CL&P, $450 million; WMECO, $200 million; and Yankee Gas, $150 million. The short-term debt of the Utility Borrowers will take a variety of forms, including commercial paper issuances and/or secured or unsecured notes with banks or other institutional lenders under credit facilities on terms that are generally available to borrowers with comparable credit ratings. All short-term debt will have maturities of less than one year from the date of issuance. The Utility Borrowers request that the Commission reserve jurisdiction over their request to issue secured short-term debt, pending completion of the record.

Commercial paper issued by a Utility Borrower hereunder may be issued manually or through The Depository Trust Company in the form of book entry notes in denominations of not less than $50,000 of varying maturities. Typically, this commercial paper will be sold to dealers at the discount rate prevailing at the date of issuance for commercial paper of comparable quality and maturities sold to commercial paper dealers generally. Applicants expect that the dealers acquiring the commercial paper will re-offer it at a discount to corporate and institutional investors. No commercial paper will be issued unless the Utility Borrower issuing such commercial paper believes that the effective interest cost will be equal to or less than the effective interest rate at which the company could issue short-term notes in an amount at least equal to the principal amount of such commercial paper. The commercial paper will be publicly issued and sold without registration under the Securities Exchange Act of 1934 in reliance upon one or more applicable exemptions from registration.

The Utility Borrowers seek an extension through the Authorization Period of their authority to continue, or to establish and maintain back-up credit lines with banks or other institutional lenders to support their commercial paper program(s), and other credit arrangements and/or borrowing facilities generally available to borrowers with comparable credit ratings, providing for revolving credit or other loans. All amounts drawn and outstanding under these agreements and facilities will have maturities less than one year from the date of draw and will be counted against the applicable Aggregate Short-Term Debt Limit.

The effective cost of money on all external short-term debt of the Utility Borrowers will be subject to the same financing parameters as NU (described above). The specific terms of a short-term debt issuance and sale will be determined by the respective Utility Borrower at the time of issuance. A copy of any new note or loan agreement executed pursuant to this authorization will be filed under cover of the next quarterly report under rule 24. Subject to the applicable short-term debt limit, the Utility Borrowers intend to renew and extend outstanding short-term debt as it matures, to refund such short-term debt with other similar short-term debt, to repay such short-term debt or to increase the amount of their short-term debt from time to time.

D. Money Pool

Applicants request authority to continue operating the NU Money Pool through the Authorization Period. Applicants request authority for: (1) all Applicants, with the exception of NU, YES, NGC, Mode 1, Woods Network, to participate in the NU Money Pool as both lenders and borrowers, except that WMECO will lend funds through the NU Money Pool only to CL&P, HWP, NNECO, Quinnehtuk and RR; and (2) NU, YES, NGC, Mode 1 and Woods Network to participate in the NU Money Pool as lenders only. Applicants request that the Commission reserve jurisdiction over participation by additional companies in the NU Money Pool. Applicants request that the Commission release jurisdiction over Applicants' request that there be no NU Money Pool borrowing limit imposed on the Nonutility Subsidiaries,7 and they request that no limits be placed on borrowings by NAEC and NNECO, which are now nonutility companies.

The NU Money Pool will continue to be administered on behalf of Applicants by NUSCO on an "at cost" basis,8 under the direction of an officer of NUSCO. The NU Money Pool will consist principally of surplus funds received from the Applicants. In addition to surplus funds, funds borrowed by NU through the issuance of short-term notes or other debt, or by the selling of commercial paper ("External Funds") may be a source of funds for making loans or advances to the other Applicants through the NU Money Pool.

Applicants do not propose any changes to the operation of the NU Money Pool as it was approved in the 2003 Order. Transactions under the NU Money Pool will be designed to match, on a daily basis, the surplus funds of the pool participants with the short-term borrowing requirements of the pool participants (other than the pool participants who are lenders only), thereby minimizing the need for short-term debt to be incurred by the pool participants from external sources. The pool participants in the NU Money Pool that are regulated utility subsidiaries of NU will have priority as borrowers from the NU Money Pool over those participants that are nonutility companies.

The funds available through the NU Money Pool will be loaned on a short-term basis to those pool participants that have short-term debt requirements. If no such short-term requirements match the amount of funds that are available for the NU Money Pool for the period such funds are available, NUSCO will invest the funds, directly or indirectly, in: (1) interest-bearing accounts with banks; (2) obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities, including obligations under repurchase agreements; (3) obligations issued or guaranteed by any state or political subdivision thereof, provided that such obligations are rated not less than "A" (or "A-1" or "P-1" or their equivalent for short term debt) by a nationally recognized rating agency; (4) commercial paper rated not less than "A-1" or "P-1" or their equivalent by a nationally recognized rating agency; (5) money market funds; (6) bank certificates of deposit; (7) Eurodollar funds; and (8) such other investments as are permitted by section 9(c) of the Act and rule 40 under the Act and, with respect to contributions of WMECO, such other investments approved by the Massachusetts Department of Telecommunications and Energy ("MDTE") under Massachusetts law. NUSCO will allocate the interest earned on such investments among the pool participants providing such funds on a pro rata basis according to the amount of the funds provided.

All borrowings from and contributions to the NU Money Pool will be documented and evidenced on the books of those participants. Any pool participant contributing funds to the NU Money Pool may withdraw those funds at any time without notice to satisfy its daily need for funds. All short-term debt through the NU Money Pool (other than from NU's External Funds) will be payable on demand, may be prepaid by any borrowing pool participant at any time without penalty and will bear interest for both the borrower and lender, payable monthly, at a rate equal to the daily Federal Funds Effective Rate (the "Fed Funds Rate") as quoted by the Federal Reserve Bank of New York. Short-term debt of pool participants derived from the proceeds of External Funds of NU will bear interest at the same rate paid by NU on such External Funds, and no such short-term debt may be prepaid by the pool participant unless NU is made whole for any additional costs that it may incur because of such prepayment. NU will be fully reimbursed for all costs that it incurs in relation to loans made through the NU Money Pool to the pool participants.

E. Interest Rate Hedges

NU, YES and the Utility Borrowers request authority, through the Authorization Period, to enter into interest rate hedging transactions with respect to their outstanding short-term indebtedness ("Interest Rate Hedges"). Interest Rate Hedges, designed to reduce or manage the effective interest rate cost, will be entered into only with counterparties ("Approved Counterparties") whose senior debt ratings, or the senior debt ratings of any credit support providers who have guaranteed the obligations of the Approved Counterparties, as published by S&P, are equal to or greater than BBB, or an equivalent rating from Moody's or Fitch, or through on-exchange transactions.

Interest Rate Hedges will involve the use of financial instruments commonly used in the capital markets, such as options, interest rate swaps, locks, caps, collars, floors, exchange-traded futures and options, and other similar appropriate instruments. The transactions will be for fixed periods and stated notional amounts as are generally accepted as prudent in the capital markets. In no case will the notional principal amount of any Interest Rate Hedge exceed that of the underlying debt instrument. Neither NU nor the Utility Borrowers will engage in speculative transactions within the meaning of such term in Statement of Financial Accounting Standard 133, as amended ("FAS 133"). Transaction fees, commissions and other amounts payable to brokers in connection with an Interest Rate Hedge will not exceed those generally obtainable in competitive markets for parties of comparable credit quality.

Each Interest Rate Hedge will qualify for hedge accounting treatment on a continuing basis under generally accepted accounting principles ("GAAP"). NU will comply with the then existing financial disclosure requirements of the Financial Accounting Standards Board associated with hedging transactions.9

Under rule 54, the proposed transactions are subject to rule 53(a), (b) and (c). NU states that none of the adverse conditions of rule 53(b) exist, and that NU meets all of the conditions of rule 53(a) except for rule 53(a)(1), the safe harbor that allows a registered holding company to make an aggregate investment in exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs") of up to fifty percent of its system's consolidated retained earnings. NU states that it has no FUCO investments, and that it satisfies the requirements of rule 54 because the holding company's continued investment in one EWG will not have the adverse effects set forth in rule 53(c), as discussed below.

As of March 31, 2004, NU's aggregate investment in EWGs was approximately $448.2 million, or approximately 54.3% of NU's average "consolidated retained earnings" of $825.7 million for the four quarters ended March 31, 2004. Although that level of investment exceeded the parameters of rule 53(c)(1), the Commission authorized this increased investment. Northeast Utilities, Holding Co. Act Release No. 27148 (March 7, 2000) ("53(c) Order").

Additionally, it is stated that NU and its subsidiaries are in compliance, and will continue to comply, with the other provisions of rule 53(a) and (b). Although NU's consolidated capitalization is not as strong as it was at the time the Commission issued the 53(c) Order,10 NU's EWG investment has contributed positively to NU's earnings during the 12-month period ended March 31, 2004.

The MDTE has jurisdiction over the lending of funds by WMECO to affiliates through the NU Money Pool. By order dated October 29, 1986, the MDTE authorized WMECO to lend funds to CL&P, HWP, NNECO, Quinnehtuk and RR. Additionally, the New Hampshire Public Utilities Commission ("NHPUC") has jurisdiction over short-term debt issuances by PSNH in excess of 10% of the value of its net fixed plant. The NHPUC has authorized PSNH to issue up to $100 million in short-term debt. Applicants state that no other state or federal Commission, other than this Commission, has jurisdiction over the proposed transactions.

Applicants state that, in addition to fees associated with specific borrowings described above, they expect that the fees, commissions and expenses to be incurred in connection with the proposed transactions will not exceed $10,000.

Due notice of the filing of the Post-Effective Amendment has been given in the manner prescribed, and no hearing has been requested of or ordered by the Commission. Upon the basis of the facts in the record, it is hereby found that, except as to those matters over which jurisdiction is reserved, the applicable standards of the Act and rules thereunder are satisfied, and that no adverse findings are necessary.

IT IS ORDERED, that jurisdiction is released over Applicants' request to remove limits on borrowings through the NU Money Pool by the Nonutility Subsidiaries.

IT IS FURTHER ORDERED, under the applicable provisions of the Act and rules under the Act, that, except as to those matters over which jurisdiction is reserved, the Post-Effective Amendment is granted and permitted to become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act.

IT IS FURTHER ORDERED, that, jurisdiction is reserved over: (1) issuances and sales by NU, YES, PSNH and the Utility Borrowers of securities that do not meet the Investment Grade Conditions; (2) the issuance and sale by the Utility Borrowers of their secured short-term debt; and (3) the addition of participants to the NU Money Pool, pending completion of the record.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.


Margaret H. McFarland
Deputy Secretary


Endnotes


http://www.sec.gov/divisions/investment/opur/filing/35-27870.htm

Modified: 07/06/2004