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the causes of action therein asserted but in the event of Associates failure to prosecute said causes of action, it has agreed to return to GPU all the certifi cates of beneficial interest in Associates transferred and delivered to it by GPU.
Applicants-declarants h a v i n g re quested that the order to be issued with respect to the proposed transactions con form with the requirements of the In ternal Revenue Code, as amended, in cluding sections 373 a and 1808 f thereof; and Said joint application-declaration, as amended, having been filed on December 30,1946, and amendment thereto having been filed on January 10,1947, and notice of said filing having been duly given in the form and manner prescribed by Rule U-23 promulgated under said act, and the Commission not having received a re quest fdr hearing with respect to said joint application-declaration within the period specified in said notice, or other wise, and not having ordered a hearing thereon; and The Commission finding with respect to the joint application-declaration, as amended, that the requirements of the applicable provisions of the act and rules thereunder are satisfied, that no ad verse findings are necessary thereunder and deeming it appropriate in the public interest and in the interests of investors and consumers that the said joint application-declaration, as amended, be granted and permitted to become effective, and deeming it appro priate that the request of applicantsdeclarants that the order conform to the requirements of the Internal Revenue Code, as amended, including sections 373
a and 1808 f thereof, be granted;
It is hereby ordered, Pursuant to Rule U-23 and the applicable provisions of the act and rules thereunder, and sub ject to the terms and conditions pre scribed in Rule U-24, that the joint ap plication-declaration, as mended, be, and the same hereby is, granted and per mitted to become effective forthwith.
It is further ordered, That the follow ing transactions are necessary or appro priate to effectuate the provisions of sec tion 11 b of the Public Utility Holding Company Act of 1935:
1 The assignment, transfer and distribution by Associates to GPU of all its assets including the following:
a The 8% Income Notes Due March 1,1967 of UIT in the principal amount of $18,612,700.
> b All causes of action, both legal and equitable, held by Associates, in cluding the causes of action asserted by .Associates in certain litigation pending in the Superior Court in the Common wealth of Massachusetts, Middlesex County, entitled Smith, et al. v. Goodale, et al.
2 The transfer and delivery by GPU
to Associates of the following shares of Gas and Electric Associates:
a 10,000 First Preferred, par value $1 per share;
b 10,000 Second Preferred, par value $1 per share;
c 10,000 Common, par value $1 per share.

NOTICES

3
The surrender, transfer and deliv met, and that7it is appropriate in the ery to Associates by GPU and the can public interest and in the interests of cellation by Associates of the following investors and consumers that said joint obligations of Associates:
application be granted and that said dec a Income Note dated March 31,1939, laration be permitted to become effec due September 1, 1960 in the principal tive;
amount of $548,547.84;
It is hereby ordered, Pursuant to Rule b 8% Demand Notes in the principal U-23 and the applicable provisions of said act and subject to the terms apd timount of $16,602,700.
s , conditions prescribed in Rule U-24 that By the Commission.
the aforesaid joint application-declara seal
O rval L. D tjB o is , tion be, and the same hereby is, granted Secretary.
and permitted to become effective.
F. R. Doc. 47-1053; -Filed, Feb. 4, 1947;
By the Commission 9:01-a. m.
seal
O rval L. DuBois, s Secretary.
F. R. Doc. 47-1052; Filed, Feb. 4, 1947;
9:01 a. m.

File No. 70-1429
N ew E ngland G as and E lectric A s s n , D edham and H yde P ark G as Co.

and
ORDER GRANTING APPLICATION AND PERMIT-
TING DECLARATION TO BECOME EFFECTIVE

At a regular session of the Securities and Exchange Commission, held at its office in the City of Philadelphia, Penn sylvania, on the 29th day of January 1947.
New England Gas and Electric Asso ciation New England, a registered holding company, and its subsidiary, Dedham and Hyde Park Gas Company Dedham , having filed a joint appli cation and declaration pursuant to the Public Utility Holding Company Act of 1935, regarding the following proposals:
1 The issuance and sale by Dedham to its parent, New England, of 6,000
shares of common capital stock at the par value of $25 per share and the use of the proceeds thus realized to pay off $150,000 principal amount of open ac count indebtness owing to New England;
and 2 The issuance and sale by Dedham to Massachusetts Mutual Life Insurance Company of $125,000 principal amount of 3l/z% serial notes, Series A, due 1961, at 102%. The net proceeds to be realized from the sale of the note issue, together with $87,140 to be drawn from the com panys Plant Replacement Fund Assets Account, will be used to pay a short term note in the amount of $25,000 pay able to The First National Bank of Boston and to finance extensions, addi tions and improvements to Dedhams plant and properties during the threeyear period ending December 31, 1948.
Said joint application-declaration hav ing been filed on January 3, 1947, and notice of such filing having been duly given in the manner and form prescribed by Rule. U-23 promulgated pursuant to said act, and the Commission not having received a request for hearing with re spect to any of said matters within the period specified in such notice, or other wise, and not having ordered a hearing thereon; and The Commission finding that the De partment of Public Utilities of the Com monwealth of Massachusetts has, by ap propriate order, approved the aforesaid transactions by Dedham; and the Com mission being satisfied that the appli cable requirements of the act, particu larly sections 6 b and i thereof, are
File No. 812-476
B ankers S ecurities C orp.

and
L it B ros.

NOTICE OF APPLICATION, STATEMENT OF
ISSUES and o r der s f o r h e a r in g
At a regular session of the Securities and Exchange Commission, held at its office in the City of Philadelphia, Pa., on the 3Qth day of January A. D. 1947.
Notice is hereby given that Bankers Securities Corporation Bankers , and Lit Brothers Lit have filed an appli cation pursuant to section 17 b of th Investment Company Act of 1940 for an order of the Commission exempting from the provisions of section 17 a of the act the proposed sale by Raymond Rosen Rosen to Lit of a one-fourth interest in the property located at 5704 to 5720
North Broad Street and 1408 to 1410
West Clearview Street, Philadelphia, Pennsylvania.
Bankers is a closed-end, management, nori-diversified investment company and is registered under the Investment Com pany Act of 19401
Bankers owns 78.7% of the voting se curities of City Stores Company. City Stores Company owns 68.6% of the vot ing securities of-Lit. Bankers also owns 13.6% of the voting securities of Loft Candy Corporation Loft . Raymond Rosen is a director of Loft.
The sale of such property by an af filiated person Rosen of an affiliated person Loft of a registered investment company Bankers to a company Lit controlled by such registered investment company is prohibited by section 17 a of the Act.
The applicants have therefore filed an application pursuant to section 17 b of the act for an order of the Commission exempting the proposed transaction from the provisions of section 17 a of the act, and_they assert that the proposed transaction meets the standards and re quirements of section 17 b.
All Interested persons are referred to said application which, is on file in the offices of the Commission for a more de tailed statemehfc of the proposed trans action and the matters of fact and law asserted.

.
The Corporation Finance Division of the Commission has advised the Com mission that upon a preliminary exam ination of the application, it deems the