Federal Register / Vol. 61, No. 121 / Friday, June 21, 1996 / Notices 31979

Cross-examination will be limited to

testimony adverse to the participant

conducting the cross-examination.

Library references may be submitted

when documentation or materials are

too voluminous reasonably to be

distributed. Each party should

sequentially number items submitted as

library references and provide each item

with an informative title. Parties are to

file and serve a separate Notice of Filing

of Library Reference(s). Library material

is not evidence unless and until it is

designated and sponsored by a witness.

[FR Doc. 96–15777 Filed 6–20–96; 8:45 am]

BILLING CODE 7710–FW–P

UNITED STATES POSTAL SERVICE

BOARD OF GOVERNORS

Notice of a Sunshine Act Meeting

The Board of Governors of the United

States Postal Service, pursuant to its

Bylaws (39 CFR Section 7.5) and the

Government in the Sunshine Act (5

U.S.C. Section 552b), hereby gives

notice that it intends to hold a meeting

at 8:30 a.m. on Tuesday, July 2, 1996,

in Washington, D.C. The meeting is

open to the public and will be held at

U.S. Postal Service headquarters, 475

L’Enfant Plaza, S.W., in the Benjamin

Franklin Room. The Board expects to

discuss the matters stated in the agenda

which is set forth below. Requests for

information about the meeting should

be addressed to the Secretary of the

Board, Thomas J. Koerber, at (202) 268–

4800.

There will also be a session of the

Board on Monday, July 1, 1996, but it

will consist entirely of briefings and is

not open to the public.

Agenda

Tuesday Session

July 2—8:30 a.m. (Open)

1. Minutes of the Previous Meeting, June 3–

4, 1996.

2. Remarks of the Postmaster General and

CEO. (Marvin Runyon)

3. Environmental Update. (Charles E. Bravo,

Manager, Environmental Policy)

4. Deliver America Kiosk. (Robert A. F.

Reisner, Vice President, Technology

Applications)

5. Capital Investment.

a. Quad Cities Processing and Distribution

Facility. (William J. Brown, Vice

President, Mid-West Area Operations)

6. Tentative Agenda for the August 5–6,

1996, meeting in Detroit, Michigan.

Thomas J. Koerber,

Secretary.

[FR Doc. 96–16027 Filed 6–19–96; 3:09 pm]

BILLING CODE 7710–12–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel No. IC–22018; International Series

Release No. 994; File No. 812–10142]

ABN AMRO Bank N.V., and ABN AMRO

Global Custody N.V.; Notice of

Application

June 14, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

Applicants: ABN AMRO Bank N.V.

(‘‘ABN AMRO’’) and ABN AMRO Global

Custody N.V. (AAGC’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act that would

grant an exemption from section 17(f) of

the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit any U.S.

investment company registered under

the Act (other than any investment

company registered under section 7(d)

of the Act) (a ‘‘U.S. Investment

Company’’) and any custodian for a U.S.

Investment Company to maintain

securities and other assets in the

custody of ABN AMRO (Moscow) Ltd.

(‘‘ABN AMRO (Moscow)’’), a direct

subsidiary of ABN AMRO in Russia.

FILING DATE: The application was filed

on May 9, 1996.

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 July

9, 1996 and should be accompanied by

proof of service on the 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: ABN AMRO Bank N.V. and

ABN AMRO Global Custody N.V.,

Foppingadreef 22, 1102 BS Amsterdam,

The Netherlands.

FOR FURTHER INFORMATION CONTACT:

Mary T. Geffroy, Staff Attorney, at (202)

942–0553, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. ABN AMRO is a Netherlands

banking organization. ABN AMRO

Holding N.V. (‘‘Holding’’) is the parent

company of ABN AMRO. Holding and

ABN AMRO are regulated in The

Netherlands by De Nederlandsche Bank

N.V., the Dutch Central Bank (‘‘DNB’’),

on behalf of The Netherlands Minister

of Finance. As of December 31, 1995,

Holding held approximately 100% of

the share capital of ABN AMRO, and

ABN AMRO accounted for

approximately 100% of the total assets

of Holding. ABN AMRO provides a

variety of commercial banking and

securities services on an international

basis. At December 31, 1995, Holding

had consolidated total assets of

approximately U.S. $341 billion and

shareholders’ equity of approximately

U.S. $12.6 billion.

2. AAGC is a legal entity incorporated

by ABN AMRO pursuant to a system for

the administration and safekeeping of

bearer securities held outside the

Netherlands and registered securities

held inside and outside The

Netherlands. AAGC does not engage in

any activity other than the safekeeping

of securities for the benefit of ABN

AMRO’s clients and for ABN AMRO

itself, effectively serving only as a

‘‘vault’’ for the safekeeping of such

securities. ABN AMRO provides its

clients with all custody-related services

with respect to these securities.

3. ABN AMRO (Moscow) is a direct

subsidiary of ABN AMRO. ABN AMRO

(Moscow) was incorporated in Russia in

October 1993, and operates under

General License No. 2549 of the Central

Bank of the Russian Federation. ABN

AMRO (Moscow) is authorized to

engage in the business of commercial

banking, and is supervised by the

Central Bank of the Russian Federation

under the Law on Banks and Banking

Activity of 1991, as amended in 1991,

1992, and 1996. ABN AMRO (Moscow)

offers customers a wide range of retail

and wholesale banking services,

including traditional corporate services

and trade finance products. It also

operates a custody department to

support local and foreign investors (and

their custodians).

4. Applicants were granted an order

on April 23, 1996 (the ‘‘Order’’) which

permitted U.S. investment companies

and their custodians or subcustodians to

maintain securities and other assets in

the custody of ABN AMRO
31980 Federal Register / Vol. 61, No. 121 / Friday, June 21, 1996 / Notices

1As used herein, the term ‘‘Securities’’ does not

include securities issued or guaranteed by: the U.S.

Government, any state or political subdivision

thereof, any agency thereof, or by any entity

organized under the laws of the U.S. or any state

thereof (other than certificates of deposit, evidences

of indebtedness and other securities, issued or

guaranteed by an entity so organized which have

been issued and sold outside the U.S.).

Effectenbewaarbedrijf N.V. and AAGC,

through ABN AMRO Bank N.V., and

MeesPierson N.V., MeesPierson

Effectenbewaarbedrijf N.V. and

MeesPierson Global Custody Services

N.V., through MeesPierson N.V., in the

Netherlands.

5. Applicants request an order

exempting: (a) themselves, (b) any U.S.

Investment Company, and (c) any

custodian or subcustodian for a U.S.

Investment Company, from the

provisions of section 17(f) of the Act to

the extent necessary to permit such

entities to maintain securities and other

assets (‘‘Securities’’) in the custody of

ABN AMRO (Moscow).1

Applicants’ Legal Analysis

1. Section 17(f) provides that a

registered investment company may

maintain securities and similar assets in

the custody of a bank meeting the

requirements of section 26(a) of the Act,

a member firm of a national securities

exchange, the investment company

itself, or a system for the central

handling of securities established by a

national securities exchange. Section

2(a)(5) of the Act defines ‘‘bank’’ to

include banking institutions organized

under the laws of the United States,

member banks of the Federal Reserve

System, and certain banking institutions

or trust companies doing business under

the laws of any state or of the United

States.

2. Rule 17f-5 under the Act permits

certain entities located outside the U.S.

to serve as custodians for investment

company assets. Rule 17f-5 defines the

term ‘‘Eligible Foreign Custodian’’ to

include a banking institution or trust

company, incorporated or organized

under the laws of a country other than

the United States, that is regulated as

such by that country’s government or an

agency thereof, and that has

shareholders’ equity in excess of U.S.

$200 million.

3. ABN AMRO is a banking institution

organized under the laws of The

Netherlands and is regulated as such by

DNB, the Dutch Central Bank, on behalf

of the Netherlands Minister of Finance.

At December 31, 1995, ABN AMRO had

shareholders’ equity in excess of the

$200,000,000 minimum required by rule

17f-5. Accordingly, ABN AMRO

qualifies as an ‘‘Eligible Foreign

Custodian.’’ ABN AMRO (Moscow),

however, does not qualify as an

‘‘Eligible Foreign Custodian’’ because,

although it is a banking institution

organized under the laws of Russia and

is regulated as such by the Central Bank

of Russia, it does not have shareholders’

equity in excess of $200 million. Thus,

absent exemptive relief, ABN AMRO

(Moscow) may not serve as custodian

for the Securities of U.S. Investment

Companies.

4. Applicants believe that the

requested order is necessary and

appropriate in the public interest

because it would permit U.S.

Investment Companies and their

custodians and subcustodians to have

access to the custody services of ABN

AMRO in (Moscow). Applicants

represent that the protection afforded

the Securities of U.S. Investment

Companies held by ABN AMRO

(Moscow) would not be diminished

from the protection afforded by rule 17f5 since ABN AMRO will remain liable

for the performance of the custody

services by ABN AMRO (Moscow).

Applicants’ Conditions

Applicants agree that any order

granting the requested relief shall be

subject to the following conditions:

1. The foreign custody arrangements

involving ABN AMRO (Moscow) will

satisfy the requirements of rule 17f-5 in

all respects other than ABN AMRO

(Moscow)’s level of shareholders’

equity.

2. A U.S. Investment Company or a

custodian or subcustodian for a U.S.

Investment Company will deposit

Securities directly with ABN AMRO

(Moscow) only in accordance with a

three-party contractual agreement that

will remain in effect at all times during

which ABN AMRO (Moscow) fails to

satisfy the requirement of rule 17f-5

relating to minimum shareholders’

equity. Each such agreement will be a

three-party agreement among: (a) ABN

AMRO, (b) ABN AMRO (Moscow), and

(c) a U.S Investment Company or

custodian or subcustodian of the

Securities of the U.S. Investment

Company. Under the agreement, ABN

AMRO (Moscow) will undertake to

provide specified custodial or

subcustodial services. The agreement

will further provide that ABN AMRO

will be liable for any loss, damage, cost,

expense, liability, or claim arising out of

or in connection with the performance

by ABN AMRO (Moscow) of its

responsibilities under the agreement to

the same extent as if ABN AMRO had

been required to provide custody

services under such agreement.

3. ABN AMRO and AAGC, when

providing custody or subcustody

services to a U.S. Investment Company,

will deposit Securities with ABN AMRO

(Moscow) only in accordance with one

of the following contractual

arrangements, which arrangement will

remain in effect at all times during

which ABN AMRO (Moscow) fails to

satisfy the requirement of the rule

relating to minimum shareholders’

equity:

(a) The Four-Party Agreement

Arrangement. Under this arrangement,

the agreement will be a four-party

agreement among ABN AMRO, AAGC,

ABN AMRO (Moscow), and a U.S.

Investment Company or the custodian

or subcustodian for a U.S. Investment

Company pursuant to which ABN

AMRO and AAGC will undertake to

provide specified custody or subcustody

services, and will delegate to ABN

AMRO (Moscow) such of the duties and

obligations of ABN AMRO and AAGC as

will be necessary to permit ABN AMRO

(Moscow) to hold in custody the

Securities of the U.S. Investment

Company. The agreement will further

provide that ABN AMRO will be liable

for any loss, damage, cost, expense,

liability, or claim arising out of or in

connection with the performance by

ABN AMRO (Moscow) of its

responsibilities under the agreement to

the same extent as if ABN AMRO had

itself been required to provide custody

services under such agreement. This

agreement will be governed either by

the law of the State of New York or The

Netherlands.

(b) The Custody Agreement/

Subcustody Agreement Arrangement.

Under this arrangement, Securities will

be deposited with ABN AMRO

(Moscow) in accordance with a threeparty custody agreement and a threeparty subcustody agreement described

below:

(i) The three-party custody agreement

will be among ABN AMRO, AAGC, and

a U.S. Investment Company or any

custodian or subcustodian for a U.S.

Investment Company. In that agreement,

ABN AMRO and AAGC will undertake

to provide specified custody or

subcustody services, and the U.S.

Investment Company (or its custodian

or subcustodian) will authorize ABN

AMRO and AAGC to delegate to ABN

AMRO (Moscow) such of ABN AMRO

and AAGC’s duties and obligations as

will be necessary to permit ABN AMRO

(Moscow) to hold in custody the

Securities of the U.S. Investment

Company. The agreement will further

provide that ABN AMRO will be liable

for any loss, damage, cost, expense,

liability, or claim arising out of or in
Federal Register / Vol. 61, No. 121 / Friday, June 21, 1996 / Notices 31981

connection with the performance by

ABN AMRO (Moscow) of its

responsibilities under the agreement to

the same extent as if ABN AMRO had

itself been required to provide custody

services under such agreement.

(ii) A three-party subcustody

agreement will be executed by ABN

AMRO, AAGC, and ABN AMRO

(Moscow). Pursuant to this agreement,

ABN AMRO and AAGC will delegate to

ABN AMRO (Moscow) such of ABN

AMRO and AAGC’s duties and

obligations as will be necessary to

permit ABN AMRO (Moscow) to hold

Securities in custody in Russia. The

subcustody agreement will explicitly

provide that: (x) ABN AMRO (Moscow)

is acting as a foreign custodian for

Securities that belong to a U.S.

Investment Company pursuant to the

terms of an exemptive order issued by

the SEC, and (y) the U.S. Investment

Company or its custodian or

subcustodian that has entered into a

custody agreement will be entitled to

enforce the terms of the subcustody

agreement and can seek relief directly

against ABN AMRO (Moscow). Further,

the subcustody agreement will be

governed either by the law of the State

of New York or The Netherlands. If the

subcustody agreement is governed by

the laws of The Netherlands, ABM

AMRO shall obtain an opinion of

counsel in The Netherlands, opining as

to the enforceability of the rights of a

third party beneficiary under the laws of

The Netherlands.

4. Under any of the agreements

described in conditions 2 or 3 of this

Application, neither ABM AMRO

(Moscow), ABM AMRO, nor AAGC

would be liable for any losses that result

from: (i) political risk (e.g., exchange

control restrictions, confiscation,

expropriation, nationalization,

insurrection, civil strife or armed

hostilities, and (ii) other risks of loss

(excluding the bankruptcy or insolvency

of ABM AMRO (Moscow)) for which

ABM AMRO (Moscow) would not be

liable under the rule (e.g., despite the

exercise of reasonable care, loss due to

acts of God, nuclear incident and the

like).

5. ABM AMRO currently satisfies, and

will continue to satisfy, the minimum

shareholders’ equity requirement set

forth in subsection rule 17f–5(c)(2)(i).

6. At all times during which a custody

arrangement described in condition 3

shall be in effect, AAGC shall be the

subject of the Order, which permits any

U.S. Investment Company and any

custodian or subcustodian for a U.S.

Investment Company to maintain

Securities in the custody of AAGC.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–15806 Filed 6–20–96; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22020/812–9248]

FIRST FUNDS and First Tennessee

Bank National Association; Notice of

Application

June 17, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: FIRST FUNDS (the ‘‘Trust’’)

and First Tennessee Bank National

Association (the ‘‘Bank’’).

RELEVANT ACT SECTIONS: Exemption

requested under sections 6(c), 10(f) and

17(b) from sections 10(f) and 17(a) of the

Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit certain

portfolios of the Trust to purchase

Tennessee tax-exempt securities from

the Bond Division of the Bank (the

‘‘Bond Division’’) when such securities

are underwritten solely by the Bond

Division or when the Bond Division is

a member of an underwriting syndicate,

and from a syndicate manager when

such securities are designated as group

sales. The order also would permit the

portfolios to purchase Tennessee taxexempt securities from an underwriting

syndicate of which the Bond Division is

a member in amounts up to the greater

of 10% or $1,000,000, but in no event

more than 15%, of a class of an issue,

and without limiting the consideration

paid by a portfolio in any one offering.

FILING DATES: The application was filed

on September 19, 1994 and amended on

April 5, 1995, July 19, 1995, March 8,

1996, and May 17, 1996.

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 July

12, 1996, 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 who wish

to be notified of a hearing may request

notification by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants, FIRST FUNDS, 370 17th

Street, Suite 2700, Denver, Colorado

80202, and First Tennessee Bank

National Association, 4990 Poplar

Avenue, 3rd Floor, Memphis, Tennessee

38117.

FOR FURTHER INFORMATION CONTACT:

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

942–0574, or Elizabeth G. Osterman,

Assistant Director, at (202) 942–0654

(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. The Trust is a Massachusetts

business trust registered as an open-end,

diversified, management investment

company that currently offers shares in

seven series, one of which is the

Tennessee Tax-Free Portfolio (the

‘‘Portfolio’’). The Portfolio invests in

Tennessee tax-exempt securities, which

are debt securities of the State of

Tennessee, its political sub-divisions,

authorities, agencies, instrumentalities,

and corporations the interest on which

is exempt from federal and Tennessee

personal income tax. 2. The Bank is a national banking

association wholy owned by First

Tennessee National Corporation. The

Trust Division of the Bank acts as an

investment adviser (‘‘Investment

Adviser’’) to the existing portfolios of

the Trust and expects to serve as

investment adviser to future portfolios

(together with the Portfolio, the

‘‘Portfolios’’) established by the Trust. 3. The Bond Division participates in

a substantial number of public offerings

of Tennessee tax-exempt securities and

is the leading underwriter of most types

of Tennessee tax-exempt securities

based on both dollar volume and

number of new issues. From 1991

through 1995, the Bond Division served

as underwriter of approximately 29% of

the total dollar amount, and

approximately 30% of the total number,

of new issues of Tennessee tax-exempt

securities during those years.

Applicants state that, over the past five

years, the Bond Division has

underwritten as senior manager more

than 3.3 times the number of issues

underwritten by its nearest competitor.

Applicants contend that because the

Bond Division participates in new

issues of Tennessee tax-exempt