[Federal Register Volume 60, Number 24 (Monday, February 6, 1995)]
[Notices]
[Pages 7083-7087]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-2753]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20868; 812-9312]


Franklin Gold Fund, et al.; Notice of Application

January 30, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Exemption under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANTS: Franklin Gold Fund; Franklin Premier Return Fund; Franklin 
Equity Fund; AGE High Income Fund, Inc.; Franklin Custodian Funds, 
Inc.; Franklin Money Fund; Franklin California Tax-Free Income Fund, 
Inc.; Franklin Federal Money Fund; Franklin Tax-Exempt Money Fund; 
Franklin New York Tax-Free Income Fund, Inc.; Franklin Federal Tax-Free 
Income Fund; Franklin Tax-Free Trust; Franklin California Tax-Free 
Trust; Franklin New York Tax-Free Trust; Franklin Investors Securities 
Trust; Institutional Fiduciary Trust; Franklin Balance Sheet Investment 
Fund; Franklin Tax-Advantaged International Bond Fund; Franklin Tax-
Advantaged High Yield Securities Fund; Franklin Tax-Advantaged U.S. 
Government Securities Fund; Franklin Strategic Mortgage Portfolio; 
Franklin Municipal Securities Trust; Franklin Managed Trust; Franklin 
Strategic Series; Adjustable Rate Securities Portfolios; The Money 
Market [[Page 7084]] Portfolios; Midcap Growth Portfolio; The 
Portfolios Trust; Franklin International Trust; Franklin Real Estate 
Securities Trust; Franklin Valuemark Funds; Franklin Government 
Securities Trust; Franklin/Templeton Global Trust (collectively, the 
``Franklin Funds''); Templeton Growth Fund, Inc.; Templeton Funds, 
Inc.; Templeton Smaller Companies Growth Fund, Inc.; Templeton Income 
Trust; Templeton Real Estate Securities Fund; Templeton Global 
Investment Trust; Templeton Global Opportunities Trust; Templeton 
American Trust, Inc.; Templeton Institutional Funds, Inc.; Templeton 
Developing Markets Trust (collectively, the ``Templeton Funds''); 
Franklin Advisers, Inc.; Franklin Institutional Services Corporation; 
Templeton, Galbraith & Hansberger Ltd.; Templeton Investment Counsel, 
Inc.; Templeton Investment Management (Hong Kong) Limited; Templeton 
Investment Management (Singapore) Pte. Ltd. (collectively, the 
``Advisers''); and Franklin/Templeton Distributors, Inc. (the 
``Distributor'').

RELEVANT ACT SECTIONS: Order requested under section 6(c) of the Act 
for an exemption from sections 2(a)(32), 2(a)(35), 18(f)(1), 18(g), 
18(i), 22(c), and 22(d) of the Act and rule 22c-1 thereunder.

SUMMARY OF APPLICATION: Applicants request an order that would permit 
certain investment companies to issue multiple classes of securities 
representing interests in the same portfolio and assess and, under 
certain circumstances, waive a contingent deferred sales charge 
(``CDSC'') on certain redemptions of shares. The order would supersede 
an existing CDSC order (the ``Existing CDSC Order'').\1\


    \1\Franklin Gold Fund, et al., Investment Company Act Release 
Nos. 20558 (Sept. 16, 1994) (notice) and 20611 (Oct. 11, 1994) 
(order).
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FILING DATES: The application was filed on November 2, 1994, and 
amended on January 23, 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 February 24, 
1995, and should be accompanied by proof of service on applicants, 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, N.W., Washington D.C. 20549. 
Applicants, 777 Mariners Island Boulevard, San Mateo, California 94404.

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 of the Franklin Funds and the Templeton Funds is an open-
end management investment company organized at either a (a) Delaware 
business trust; (b) Maryland corporation; (c) California corporation; 
(d) Massachusetts business trust; (e) Colorado corporation; (f) 
California limited partnership; or (g) New York Corporation. Franklin 
Advisers, Inc. and Franklin Institutional Services Corp. are California 
corporations. Templeton, Galbraith Hansberger Ltd. is a Bahamas 
corporation, Templeton Investment Counsel, Inc. is a Florida 
corporation, Templeton Investment Management (Hong Kong) Limited is a 
Hong Kong corporation and Templeton Investment Management (Singapore) 
Pte. Ltd. is a Singapore corporation. The Advisers provide investment 
advisory services to the Funds. The Distributor is a New York 
corporation and acts as principle underwriter of the Funds' shares. The 
Advisers and the Distributor are each directly or indirectly wholly-
owned subsidiaries of Franklin Resources, Inc., a publicly-owned 
company whose shares are listed on the New York Stock Exchange. 
Applicants are currently parties to the Existing CDSC Order, which 
permits the assessment of a CDSC in certain circumstances. Applicants 
request relief for any future open-end investment companies for which 
the Advisers, or any entities controlling, controlled by or under 
common control with the Advisers, acts as investment advisers or for 
which the Distributor, or any entities controlling, controlled by or 
under common control with the Distributor, acts as principal 
underwriter (the Franklin Funds, the Templeton Funds and such future 
funds are collectively referred to herein as the ``Funds'').

A. Multiple Class Distribution System

    1. Applicants propose to establish a multiple class distribution 
system that would enable each Fund to issue and sell multiple classes 
of shares of beneficial interest with different combinations of front-
end sales charges, distribution fees, shareholder services fees and 
CDSCs as determined by each Fund. Although applicants currently 
contemplate creating two classes of shares, in addition to the existing 
class, under the multiple class distribution system a Fund would be 
permitted to modify the characteristics of its classes of shares, and 
issue and sell additional classes of shares. The only difference among 
the various classes of shares will relate solely to: (a) The impact of 
the disproportionate payments made under the rule 12b-1 distribution 
plans or any non-rule 12b-1 shareholder services plans, as applicable; 
(b) the fact that the classes of shares will vote separately with 
respect to a Fund's rule 12b-1 distribution plan and/or non-rule 12b-1 
shareholder services plan, except as provided in condition 15 below; 
(c) the conversion feature applicable only to certain classes of 
shares; (d) the exchange privileges of the classes of shares of a Fund; 
and (e) the designations of the classes of shares of a Fund.
    2. Most of the non-money-market Funds currently sell shares subject 
to a front-end sales charge and a distribution fee (``Class I 
Shares''). The Class I Shares of most of the Franklin Funds and 
Templeton Funds also currently carry a CDSC, which is imposed on shares 
purchased in amounts of $1 million or more that were initially sold 
without a front-end sales charge and are redeemed within twelve months 
of purchase. Under the proposed multiple class distribution system, 
such Funds will continue to sell Class I Shares. Applicants anticipate 
issuing a new class of shares (the ``Class II Shares'') that will carry 
a front-end sales charge (1.00%) at the time of purchase and may be 
subject to a CDSC of up to 1.00% on redemptions made within eighteen 
months after purchase. The Class II Shares also will be subject to a 
rule 12b-1 distribution plan. Applicants anticipate that certain Funds 
may offer a third class of shares without any front-end sales charge, 
CDSC, or a rule 12b-1 fee (``Class III Shares''). Class III Shares 
would be marketed primarily to certain institutional investors such as 
retirement plans, foundations, endowments, and certain governmental 
entities.
    3. The Fund may create some additional classes of shares which will 
[[Page 7085]] be offered only to certain institutional offerees (the 
``Indirect Investor Classes''). The offerees of the shares of Class I, 
Class II, Class III and additional classes other than the Indirect 
Investor Classes (collectively, the ``Direct Investor Classes''), and 
offerees of the Indirect Investor Classes, will not overlap. The 
Indirect Investor Classes will be offered exclusively to the following 
five limited categories of investors: (a) Benefit plans such as 
qualified retirement plans, other than individual retirement accounts 
and retirement plans of self-employed persons, with total assets in 
excess of $5 million or such other amounts as the Funds may establish 
and with such other characteristics as the Funds may establish; (b) 
defined contribution retirement plans maintained by the Advisers or 
their affiliates for the benefit of their employees; (c) banks and 
insurance companies purchasing shares for their own accounts; (d) 
registered investment companies not affiliated with the Advisers; and 
(e) endowment funds of non-profit organizations.
    4. All expenses incurred by a Fund will be borne by each class of 
shares in the same proportion that the net assets attributable to that 
class bears to such Fund's total net assets except for the expenses of 
each 12b-1 distribution plan, non-rule 12b-1 shareholder services plan 
and any expenses determined by the trustees to be properly allocated to 
a class of shares.
    5. Shareholders of one class of shares of a Fund may exchange 
shares of that class for shares of the same class of another Fund. 
Additionally, shareholders of a class in which the investor is no 
longer eligible for participation may exchange his or her shares of 
such Fund for shares of a Fund in which he or she is eligible to 
participate. All exchange privileges will comply with rule 11a-3 under 
the Act.
    6. The Funds currently contemplate that the classes of shares of 
the Funds will not convert to another class of shares. However, the 
Funds reserve the right to adopt a conversion feature with respect to 
such classes of shares or future additional classes of shares. A Fund 
may permit one class of shares (``Purchase Class'') to convert to 
another class of shares (``Target Class'') after expiration of a 
certain period. Such Purchase Class shares (except those purchased 
through the reinvestment of dividends and other distributions) would 
automatically convert to Target Class shares at the relative net asset 
values of each of the classes, and would thereafter be subject to a 
lower rule 12b-1 distribution and/or shareholder services plan fee, in 
the aggregate. All Purchase Class shares in a shareholder's account 
that were purchased through the reinvestment of dividends and other 
distributions paid in respect of Purchase Class (and which have not 
converted to Target Class) would be considered to be held in a separate 
sub-account. Each time any shares of the Purchase Class in the 
shareholder's account (other than those in the sub-account) convert to 
a Target Class, a proportionate number of the shares of the Purchase 
Class in the sub-account also will convert to such Target Class.

B. The CDSC

    1. Applicants are currently parties to an Existing CDSC Order, 
which permits the assessment of a CDSC in certain circumstances related 
to purchases of $1 million or more of fund shares. Any order granted in 
connection with this application will supersede the Existing CDSC Order 
and will apply equally to any CDSC imposed on any class of the Funds, 
as well as any CDSC arrangements to be imposed in the future.
    2. The proposed CDSC will not be imposed on redemptions of those 
shares which were purchased more than a specified period (the ``CDSC 
Period'') prior to their redemption, or those shares derived from 
reinvestment of dividends or other distributions including capital 
gains. Furthermore, no CDSC will be imposed on an amount which 
represents an increase in the value of the shareholder's account 
resulting from capital appreciation above the amount paid for shares of 
beneficial interest purchased during the CDSC Period. In determining 
the applicability and rate of any CDSC, it would be assumed that a 
redemption is made first of shares representing capital appreciation, 
second, of shares representing reinvestment of dividends and capital 
gains distributions, third, of shares held by the shareholders for a 
period equal to or greater than the CDSC Period, and finally of other 
shares held by the shareholder for the longest period of time.
    3. Applicants request relief to permit each Fund to waive or reduce 
the CDSC in certain circumstances. Any waiver or reduction will comply 
with the conditions in paragraph (a) through (d) of rule 22d-1 of the 
Act. If the trustees of the Fund determine to discontinue the waiver, 
deferral or reduction of a CDSC, the disclosure in each Fund's 
prospectus will be appropriately revised. The sum of any front-end 
sales charge, asset-based sales charge, and CDSC will comply with the 
requirements of Article III, Section 26(d) of the Rules of Fair 
Practice of the National Association of Securities Dealers, Inc. 
(``NASD'').

Applicants' Legal Analysis

    1. Applicants request an exemption under section 6(c) of the Act to 
the extent that the proposed issuance and sale of multiple classes of 
shares representing interests in the Funds might be deemed (a) to 
result in a ``senior security'' within the meaning of section 18(g) of 
the Act and to be prohibited by section 18(f)(1) of the Act and (b) to 
violate the equal voting provisions of section 18(i) of the Act. The 
multiple class distribution system does not involve borrowings and does 
not adversely affect the Funds' existing assets or reserves. The 
proposed arrangement will not increase the speculative character of the 
shares of the Funds.
    2. Applicants request an exemption under section 6(c) from sections 
2(a)(32), 2(a)(35), 22(c) and 22(d) of the Act and rule 22c-1 
thereunder, to the extent necessary to permit the Funds to assess a 
CDSC on certain redemptions of shares and to permit the Funds to waive 
or reduce CDSCs with respect to certain types of redemptions. 
Applicants believe that the imposition of a CDSC on shares in certain 
classes is fair and in the best interests of its shareholders.

Applicants' Conditions

    Applicants agree that any order granting the requested relief shall 
be subject to the following conditions:
    1. Each class of shares will represent interests in the same 
portfolio of investments of a Fund and will be identical in all 
respects, except as set forth below. The only differences among the 
classes of shares will relate solely to: (a) The impact of the 
disproportionate payments made under the rule 12b-1 distribution plans 
and the shareholder services plans (if any), as applicable; (b) other 
expenses that are subsequently identified and determined to be properly 
allocated to one or more classes of shares that shall be approved by 
the SEC pursuant to an amended order; (c) the fact that the classes 
will vote separately with respect to a Fund's rule 12b-1 distribution 
plan and non-rule 12b-1 shareholder services plan, except as provided 
in condition 15, below; (d) the conversion feature applicable only to 
certain classes of shares; (e) the different exchange privileges of the 
classes of shares of a Fund; and (f) the designations of the classes of 
shares of a Fund.
    2. The trustees, including a majority of the independent trustees, 
have approved the multiple class distribution system. The minutes of 
the meetings of [[Page 7086]] the trustees regarding the deliberations 
of the trustees with respect to the approvals necessary to implement 
the multiple class distribution system will reflect in detail the 
reasons for the trustees' determination that the proposed multiple 
class distribution system is in the best interests of both a Fund and 
its shareholders.
    3. On an ongoing basis, the trustees, pursuant to their fiduciary 
responsibilities under the Act and otherwise, will monitor each Fund 
for the existence of any material conflicts between the interests of 
the various classes of shares of each respective Fund. The trustees, 
including a majority of the independent trustees, shall take such 
action as is reasonably necessary to eliminate any such conflicts that 
may develop. The Adviser and the Distributor will be responsible for 
reporting any potential or existing conflicts to the trustees. If a 
conflict arises, the Adviser and the Distributor, at their own cost, 
will remedy such conflict up to and including establishing new 
registered management investment companies.
    4. The initial determination of the class expenses that will be 
allocated to a particular class and any subsequent changes thereto will 
be reviewed and approved by a vote of the board of trustees of the Fund 
including a majority of the trustees who are not interested persons of 
the Fund. Any person authorized to direct the allocation and 
disposition of monies paid or payable by the Fund to meet class 
expenses shall provide to the board of trustees, and the trustees shall 
review, at least quarterly, a written report of the amounts so expended 
and the purposes for which such expenditures were made.
    5. The trustees will receive quarterly and annual statements with 
respect to each Fund concerning the amounts expended under any non-rule 
12b-1 shareholder services plans and any 12b-1 Plans complying with 
paragraph (b)(3)(ii) of rule 12b-1, as it may be amended from time to 
time. In the statements, only expenditures properly attributable to the 
sale or servicing of a particular class of shares will be used to 
justify any rule 12b-1 or non-rule 12b-1 shareholder services plan fee 
charged to that class. Expenditures not related to the sale or 
servicing of a particular class of shares of a Fund will not be 
presented to the trustees to justify any fee attributable to that 
class. The statements, including the allocations upon which they are 
based, will be subject to the review and approval of the independent 
trustees in the exercise of their fiduciary duties.
    6. If any class will be subject to a non-rule 12b-1 shareholder 
services plan, such non-rule 12b-1 shareholder services plan will be 
adopted and operated in accordance with the procedures set forth in 
rule 12b-1 (b) through (f) as if the expenditures made thereunder were 
subject to rule 12b-1, except that shareholders need not enjoy the 
voting rights specified in rule 12b-1.
    7. Dividends paid by a Fund with respect to each class of its 
shares, to the extent any dividends are paid, will be calculated in the 
same manner, at the same time, on the same day, and will be in the same 
amount, except that expenditures associated with any rule 12b-1 plan or 
non-rule 12b-1 shareholder services plan relating to a particular class 
of shares will be borne exclusively by the affected class and any other 
expenses determined by the trustees to be allocated to a class of 
shares and that shall have been approved by the SEC pursuant to an 
amended order will be borne exclusively by that class.
    8. The methodology and procedures for calculating the net asset 
value and dividends and distributions of multiple classes of shares and 
the proper allocation of expenses among such classes have been reviewed 
by the Experts. The Experts have rendered reports to the applicants, 
which reports have been provided to the staff of the SEC, that such 
methodology and procedures are adequate to ensure that such 
calculations and allocations will be made in an appropriate manner. On 
an ongoing basis, the Experts, or appropriate substitute Experts, will 
monitor the manner in which the calculations and allocations are being 
made and, based upon such review, will render at least annually a 
report to each Fund that the calculations and allocations are being 
made properly. The reports of the Experts shall be filed as part of the 
periodic reports filed with the SEC pursuant to sections 30(a) and 
30(b)(1) of the Act. The work papers of the Experts with respect to 
such reports, following request by a Fund (which each Fund agrees to 
provide), will be available for inspection by the SEC staff upon 
written request to the respective Fund for such work papers by a senior 
member of the Division of Investment Management, limited to the 
Director, an Associate Director, the Chief Accountant, the Chief 
Financial Analyst, an Assistant Director and any Regional 
Administrators or Associate and Assistant Administrators. The initial 
reports of the Experts are ``Reports on Policies and Procedures Placed 
in Operation,'' and the ongoing reports will be ``Reports on Policies 
and Procedures Placed in Operation and Tests of Operating 
Effectiveness'' as defined and described in SAS No. 70 of the American 
Institute of Certified Public Accountants (``AICPA''), as it may be 
amended from time to time, or in similar auditing standards as may be 
adopted by the AICPA from time to time.
    9. The applicants have adequate facilities in place to ensure 
implementation of the methodology and procedures for calculating the 
net asset value and dividends and distributions of the various classes 
of shares and the proper allocation of expenses between the various 
classes of shares, and this representation will be concurred with by 
the Experts in the initial reports referred to in condition (8) above 
and will be concurred with by the Experts, or appropriate substitute 
Experts, on an ongoing basis at least annually in the ongoing reports 
referred to in condition (8) above. Applicants will take immediate 
corrective measures if this representation is not concurred in by the 
Experts or appropriate substitute Experts.
    10. The prospectus of each Fund will contain a statement to the 
effect that a salesperson and any other person entitled to receive 
compensation for selling or servicing shares of such Fund may receive 
different compensation with respect to one particular class of shares 
over another in the Fund.
    11. The Distributor will adopt compliance standards as to when each 
class of shares may appropriately be sold to particular investors. 
Applicants will require all persons selling shares of a Fund to agree 
to conform to such standards. Such compliance standards will require 
that all investors eligible to purchase shares of the Indirect Investor 
Classes be sold only shares of such Indirect Investor Classes, rather 
than any other class of shares offered by a Fund.
    12. The conditions pursuant to which the exemptive order is granted 
and the duties and responsibilities of the trustees with respect to the 
multiple class distribution system will be set forth in guidelines that 
will be furnished to the trustees.
    13. Each Fund will disclose the respective expenses, performance 
data, distribution arrangements, services, fees, sales charges, 
deferred sales charges, and exchange privileges applicable to each 
class of shares other than the Indirect Investor Classes in every 
prospectus, regardless of whether all classes of shares are offered 
through its respective prospectus. The Indirect Investor Classes will 
be offered solely [[Page 7087]] pursuant to separate prospectus(es). 
The prospectus(es) for the Indirect Investor Classes will disclose the 
existence of the Fund's other classes and will identify the entities 
eligible to purchase such shares, and the prospectuses for the Fund's 
other classes will disclose the existence of the Indirect Investor 
Classes and will identify the persons eligible to purchase shares of 
such class. Each Fund will disclose the respective expenses and 
performance data applicable to all classes of its shares in every 
shareholder report. The shareholder reports will contain, in the 
statement of assets and liabilities and statement of operations, 
information related to the Fund as a whole generally and not on a per 
class basis. Each Fund's per share data, however, will be prepared on a 
per class basis with respect to all classes of shares of such Fund. To 
the extent any advertisement or sales literature describes the expenses 
or performance data applicable to any class of a Fund's shares, it will 
also disclose the respective expenses and/or performance data 
applicable to all of its classes of shares, except the Indirect 
Investor Classes. Advertising materials reflecting the expenses or 
performance data for the Indirect Investor Classes will be available 
only to those persons eligible to purchase such Indirect Investor 
Classes. The information provided by applicants for publication in any 
newspaper or similar listing of a Fund's net asset value and public 
offering price will present each class of shares, except the Indirect 
Investor Classes, separately.
    14. Any class of shares with a conversion feature will convert into 
another class of shares on the basis of the relative net asset values 
per share of the two classes of shares, without the imposition of any 
sales load, fee, or other charge. After conversion, the converted 
shares will be subject to an asset-based sales charge and/or 
shareholder services fee (as those terms are defined in Article III, 
Section 26 of the NASD's Rules of Fair Practice), if any, that in the 
aggregate are lower than the asset-based sales charge and shareholder 
services fee to which they were subject prior to the conversion.
    15. If a Fund implements any amendment to its rule 12b-1 plan or, 
if presented to shareholders, adopts or implements any amendment to a 
non-rule 12b-1 shareholder services plan that would increase materially 
the amount that may be borne by a Target Class, existing shares of any 
affected Purchase Class will stop converting into Target Class unless 
the Purchase Class shareholders, voting separately as a class, approve 
the proposal. The trustees shall take such action as is necessary to 
ensure that existing Purchase Class shares are exchanged or converted 
into a New Target Class, identical in all material respects to the 
Target Class as it existed prior to implementation of the proposal, no 
later than such shares previously were scheduled to convert into Target 
Class. If deemed advisable by the trustees to implement the foregoing, 
such action may include the exchange of all existing Purchase Class 
shares for a New Purchase Class, identical to existing Purchase Class 
shares in all material respects except that the New Purchase Class will 
convert into the New Target Class. The New Target Class or the New 
Purchase Class may be formed without further exemptive relief. 
Exchanges or conversions described in this condition shall be effected 
in a manner that the trustees reasonably believe will not be subject to 
federal taxation. In accordance with condition 3, any additional cost 
associated with the creation, exchange, or conversion of the New Target 
Class or New Purchase Class shall be borne solely by the Adviser and 
the Distributor. The Purchase Class shares sold after the 
implementation of the proposal may convert to the Target Class shares 
subject to the higher maximum payment, provided that the material 
features of the Target Class plan and the relationship of such plan to 
the Purchase Class shares are disclosed in an effective registration 
statement.
    16. Applicants will comply with the provisions of proposed rule 6c-
10 under the Act, Investment Company Act Release No. 16619 (Nov. 2, 
1988), as such rule is currently proposed and as it may be reproposed, 
adopted or amended.
    17. Applicants acknowledge that the grant of the exemptive order 
requested by this application will not imply SEC approval, 
authorization, or acquiescence in any particular level of payments that 
a Fund may make pursuant to its rule 12b-1 distribution plan or non-
rule 12b-1 shareholder services plan in reliance on the exemptive 
order.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-2753 Filed 2-3-95; 8:45 am]
BILLING CODE 8010-01-M