[Federal Register Volume 59, Number 193 (Thursday, October 6, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-24800]


[[Page Unknown]]

[Federal Register: October 6, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20593; 812-9220]

 

Norwest Bank Minnesota, N.A., et al.; Notice of Application

September 30, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under the Investment Company 
Act of 1940 (the ``Act'').

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APPLICANTS: Norwest Bank Minnesota, N.A. (``Bank''); Norwest Funds; 
Forum Financial Services, Inc.; Core Trust (Delaware) (``Core Trust''); 
and Schroder Capital Management International, Inc. (``Schroder'').

RELEVANT ACT SECTIONS: Section 45(a).

SUMMARY OF APPLICATION: Applicants request an order under section 45(a) 
that would declare that public disclosure of information submitted in 
support of another application and relating to anticipated annual cost 
savings is neither necessary nor appropriate in the public interest or 
for the protection of investors. In the other application (File No. 
812-9218), applicants request an order that would permit certain series 
of Norwest Funds to invest portions of their assets in certain series 
of Core Trust.

FILING DATE: The application was filed on September 8, 1994.

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 October 25, 
1994, 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, c/o Forum Financial Group, Two Portland Square, 
Portland, Maine 04101, Attention; Max Berueffy; Norwest Bank Minnesota, 
N.A., Norwest Center, 6th and Marquette, Minneapolis, Minnesota 55479-
1026, Attention: Bruce Moland; and Wilmer, Cutler & Pickering, 2245 M 
Street NW., Washington, D.C. 20037, Attention: Jeremy N. Rubenstein.

FOR FURTHER INFORMATION CONTACT:
James M. Curtis, Senior Counsel, at (202) 942-0563 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. Norwest Funds is an open-end investment company for which the 
Bank acts as investment adviser. Five portfolios of the Norwest Funds, 
the ``Blended Style Norwest Funds,'' intend to invest specified 
portions of their assets according to a variety of different investment 
strategies or styles.
    2. Core Trust is an open-end investment company that includes a 
portfolio that intends to invest in securities issued by small 
companies (``Small Company Portfolio''), a portfolio that intends to 
invest in securities of foreign issuers (``International Portfolio''), 
and a portfolio that will be designed to replicate the performance of 
the Standard & Poor's 500 Composite Index (``Index Portfolio''). The 
Bank is the investment adviser to the Small Company and S&P 500 Index 
Portfolios, and Schroder is the investment adviser to the International 
Portfolio.
    3. Applicants have filed another application requesting an order 
under sections 6(c) and 17(b) of the Act that would exempt applicants 
from sections 12(d)(1), 17(a)(1), and 17(a)(2), and under section 17(d) 
and rule 17d-1 thereunder permitting certain joint transactions. The 
order would permit the Blended Style Norwest Funds to invest portions 
of their assets in the Small Company, International, and Index 
Portfolios of Core Trust.
    4. In support of the other application, applicants have submitted 
information relating to the estimated cost savings that applicants 
anticipate will be achieved if the Blended Style Norwest Funds invest a 
portion of their assets in Core Trust. In particular, applicants 
anticipate that the proposed arrangement will result in significant 
savings to the Blended Style Norwest Funds in custodial fees and fund 
accounting.

Applicants' Legal Analysis

    1. Section 45(a) provides that the information contained in any 
application filed with the SEC under the Act shall be made available to 
the public, unless and except insofar as the SEC finds that public 
disclosure is neither necessary nor appropriate in the public interest 
or for the protection of investors.
    2. Applicants request an order under section 45(a) for the exhibits 
they submitted in support of the other application relating to 
international custody charges and other likely cost savings. These 
exhibits contain confidential business information that has been 
supplied to support applicants' contention that granting the relief 
they requested would likely result in cost savings, rather than 
increase expense, for the Blended Style Norwest Funds. It is possible 
for an interested investor fully to understand and evaluate this 
argument without knowing the precise amount of the cost savings that 
applicants believe the Blended Style Norwest Fund may realize. 
Therefore, applicants believe that public disclosure of the information 
is not necessary in the public interest or for the protection of 
investors.
    3. On the other hand, such public disclosure could result in harm 
to the shareholders of the Blended Style Norwest Funds. Applicants have 
negotiated, or expect to negotiate, preferential treatment from the 
service providers to Core Trust as a result of the larger Core Trust 
portfolios that will be created by the pooled investment of the Blended 
Style Norwest Funds. Disclosure of how the negotiated fees have been 
computed and the specific amounts that would have been charged under 
other circumstances could weaken the applicants' negotiating position 
towards the service providers and could cause the service providers to 
refuse to give the applicants preferential rates. Applicants submit, 
therefore, that public disclosure of the information is not appropriate 
in the public interest or for the protection of investors.
    4. The Freedom of Information Act (5 U.S.C. Sec. 552) generally 
provides that all information provided to or generated by the 
government should be made available to the general public, with certain 
exceptions set forth in the statute. One of those exceptions is for 
``trade secrets and commercial or financial information obtained from a 
person and privileged or confidential.'' Applicants believe that the 
information that is the subject of this application falls within the 
exception described, and it thus is eligible for protection under the 
Freedom of Information Act.\1\
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    \1\Applicants recognize that any order granting the confidential 
treatment requested will be issued under section 45(a) only, and 
that any such order will not be dispositive of any Freedom of 
Information Act request filed by a third party.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary
[FR Doc. 94-24800 Filed 10-5-94; 8:45 am]
BILLING CODE 8010-01-M