[Federal Register Volume 67, Number 51 (Friday, March 15, 2002)]
[Notices]
[Pages 11724-11725]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-6254]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 25457; 812-12706]


LaSalle Funding LLC; Notice of Application

March 11, 2002.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for exemption under section 6(c) of the 
Investment Company Act of 1940 (the ``Act'') from all provisions of the 
Act.

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    Summary of Application: Applicant, LaSalle Funding LLC (``LaSalle 
Funding''), seeks an order to permit LaSalle Funding to sell securities 
and use the proceeds to finance the business activities of certain 
companies controlled by its parent company, ABN AMRO Bank N.V. 
(``Bank'').
    Filing Dates: The application was filed on December 3, 2002 and 
amended on March 11, 2002.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on April 8, 2002, and should be accompanied by proof of 
service on applicant 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 Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 Fifth Street, NW., Washington, DC 
20549-0609. Applicant, 135 South LaSalle Street, Chicago, IL 60603.

FOR FURTHER INFORMATION CONTACT: John L. Sullivan, Senior Counsel, at 
(202) 942-0681, or Janet M. Grossnickle, Branch Chief, at (202) 942-
0564 (Office of Investment Company Regulation, Division of Investment 
Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 450 Fifth Street, NW., 
Washington, DC 20549-0102 (tel. 202-942-8090).

Applicant's Representations

    1. The ABN AMRO group (``ABN AMRO Group''), which consists of Bank,

[[Page 11725]]

Bank's parent company ABN AMRO Holding N.V. (``Holdings'') and 
subsidiaries of Holdings, offers a wide range of commercial and 
investment banking products and services on a global basis. Holdings 
and its subsidiaries, on a worldwide basis, are extensively regulated 
in The Netherlands by the Dutch Central Bank. ABN AMRO Group is one of 
the largest banking groups in the world with total consolidated assets, 
as of December 31, 2000, of EUR 543.2 billion.
    2. LaSalle Funding, a Delaware limited liability company, is an 
indirect wholly owned subsidiary of Bank. LaSalle Funding was 
established to engage in financing activities and to provide financing 
to LaSalle Bank, National Association (``LaSalle Bank'') and to other 
companies controlled by Bank within the meaning of rule 3a-5(b)(3) 
under the Act and after giving effect to the requested order (such 
companies, together with LaSalle Bank, collectively, the ``Controlled 
Companies''). LaSalle Funding proposes to issue in the United States up 
to $2.5 billion of debt securities (``Notes'') with maturities expected 
to range from nine months to 30 years pursuant to an effective 
``shelf'' registration statement under the Securities Act of 1933 
(``1933 Act''). LaSalle Funding may also offer other debt securities in 
the United States pursuant to a registration statement or an applicable 
exemption from registration under the 1933 Act.
    3. The Notes and any other issuance of debt securities by LaSalle 
Funding will be guaranteed unconditionally by Bank with a guarantee 
that meets the requirements of rule 3a-5(a) (``Guarantee''). In 
accordance with rule 3a-5(a)(5), at least 85% of any cash or cash 
equivalents raised by LaSalle Funding will be invested in or loaned to 
Controlled Companies as soon as practicable, but in no event later than 
six months after LaSalle Funding's receipt of such cash or cash 
equivalents. In accordance with rule 3a-5(a)(6), all investments by 
LaSalle Funding, including temporary investments, will be made in 
Government securities (as defined in the Act), securities of Controlled 
Companies or debt securities that are exempted from the provisions of 
section 3(a)(3) of the 1933 Act.
    4. In connection with LaSalle Funding's offering of securities 
guaranteed by Bank, Bank will submit to the jurisdiction of any State 
or Federal court located in the Borough of Manhattan in the City of New 
York and will appoint an agent to accept any process which may be 
served in any action based upon Bank's obligations to LaSalle Funding 
as described in the application. Such consent to jurisdiction and such 
appointment of an agent to accept service of process will be 
irrevocable until all amounts due and to become due with respect to 
securities issued by LaSalle Funding as described in the application 
have been paid.

Applicant's Legal Analysis

    1. LaSalle Funding requests relief under section 6(c) of the Act 
for an exemption under 6(c) of the Act from all provisions of the Act. 
Rule 3a-5 under the Act provides an exemption from the definition of 
investment company for certain companies organized primarily to finance 
the business operations of their parent companies or companies 
controlled by their parent companies.
    2. Rule 3a-5(b)(3)(i) in relevant part defines a ``company 
controlled by the parent company'' to be a corporation that is not 
considered an investment company under section 3(a) of the Act or that 
is excepted or exempted by order from the definition of investment 
company by section 3(b) of the Act or by the rules and regulations 
under section 3(a). Certain of the Controlled Companies do not, or are 
not expected to, fit within the definition of ``companies controlled by 
the parent company'' because they derive their non-investment company 
status from section 3(c) of the Act. LaSalle Funding states that 
neither LaSalle Bank, nor any other Controlled Company excluded under 
section 3(c), nor Bank will engage primarily in investment company 
activities.
    3. Section 6(c) of the Act, in pertinent part, provides that the 
Commission, by order upon application, may conditionally or 
unconditionally exempt any person, security or transaction, or any 
class or classes of persons, securities or transactions, from any 
provision or provisions of the Act to the extent that such exemption is 
necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act. LaSalle Funding submits that its exemptive 
request meets the standards set out in section 6(c).

Applicant's Condition

    LaSalle Funding agrees that any order issued on the application 
shall be subject to the following condition:
    LaSalle Funding will comply with all of the provisions of rule 3a-5 
under the Act, except paragraph (b)(3)(i) to the extent that LaSalle 
Funding will be permitted to invest in or make loans to entities that 
do not meet that portion of the definition of ``company controlled by 
the parent company'' solely because they are corporations, partnerships 
and joint ventures that are excluded from the definition of investment 
company by section 3(c)(1), (2), (3), (4), (5), (6) or (7) of the Act, 
provided that any such entity:
    (i) If excluded from the definition of investment company pursuant 
to section 3(c)(1) or section 3(c)(7) of the Act, will be engaged 
solely in lending, leasing or related activities (such as entering into 
credit derivatives to manage the credit risk exposures of its lending 
and leasing activities) and will not be structured as a means of 
avoiding regulation under the Act;
    (ii) If excluded from the definition of investment company pursuant 
to section 3(c)(5) of the Act, will fall within section 3(c)(5)(A) or 
3(c)(5)(B) solely by reason of its holding of accounts receivable of 
either its own customers or of the customers of other Bank 
subsidiaries, or by reasons of loans made by it to such subsidiaries or 
customers; and
    (iii) If excluded from the definition of investment company 
pursuant to section 3(c)(6) of the Act, will not be engaged primarily, 
directly or indirectly, in one or more of the businesses described in 
section 3(c)(5) of the Act (except as permitted in (ii) above).

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-6254 Filed 3-14-02; 8:45 am]
BILLING CODE 8010-01-P