March 31, 1998
The Board of Directors
Fiduciary Trust Company International
Two World Trade Center
New York City (Manhattan), New York 10048
Dear Board Members:
Subject: Fiduciary Trust Company International New York City (Manhattan), New York
The Board of Directors ("Board") of the Federal Deposit Insurance Corporation
("FDIC"), on March 31, 1998, approved the application of the subject bank- for
consent to hold, via a wholly-owned subsidiary, all of the issued and outstanding shares
of Sanyo Investment Management Company, Limited, Tokyo, Japan, tentatively to be renamed
Fiduciary Trust International (Japan) ("FTIJ"), subject to the conditions
included in the enclosed copy of the Order adopted by the Board and for the reasons set
forth in the Statement attached to the Order.
FTIJ does not engage in any activities as principal that would not be permissible for a
subsidiary of a national bank. The subject Bank is reminded that engaging in such
activities would require prior approval from the FDIC, pursuant to section 24 of the
Federal Deposit Insurance Act.
Should you have any questions regarding this matter, please contact Regional Director
Daryl P. Stum or Deputy Regional Director John F. Carter in the New York Regional
Office at (212) 704-1200.
Sincerely,
Robert E. Feldman
Executive Secretary
FEDERAL DEPOSIT INSURANCE CORPORATION
IN RE: Fiduciary Trust Company International
New York City (Manhattan), New York
Application to Hold Stock in a Foreign
Financial Entity
ORDER
The Board of Directors ("Board") of the Federal Deposit Insurance Corporation
("FDIC") has fully considered all available facts and information relevant to
the application of Fiduciary Trust Company International, New York City (Manhattan), New
York ("FTCI"), for consent to hold, via a wholly-owned subsidiary, all of the
issued and outstanding shares of Sanyo Investment Management Company, Limited, Tokyo,
Japan, tentatively to be renamed Fiduciary Trust International (Japan) ("FTIJ'), a
foreign financial entity, and has concluded that the application should be approved.
Accordingly, it is hereby ORDERED, that the application submitted by FTCI for consent
to hold all of the issued and outstanding shares of FTIJ be and the same hereby is
approved, subject to the following conditions:
1. FTCI shall take all steps within its control to ensure that FTCI, FTIJ, and all of
their affiliates (as that term is defined by section 2(k) of the Bank Holding
Company Act, 12 U. S.C. section 1841 (k), directors, officers, employees, agents,
and independent contractors, shall not take any action which would, under the
laws of Japan or otherwise, result in the FDIC, in connection with its regulatory
authority, not being able to obtain information relating to, or having access to any
record of, any aspect of any business activities or other transactions or activities of
FTIJ, whether from FTCI, FTIJ, or any other person;
2. In addition to the records, controls, and reports required by Part 347 of the FDIC's
Rules and Regulations, FTC1 shall take all steps within its control to ensure that
FTIJ and its directors, officers, employees, agents, independent contractors, and
affiliates provide FTCI with access to all information and any records concerning
FTIJ's business operations and transactions. In addition to the requirements of
Part 347 of the FDIC's Rules and Regulations, FTCI shall, upon request in
connection with an FDIC examination of FTCI or otherwise, provide such
information to the FDIC;
3. All necessary and final approvals shall have been obtained from the appropriate state,
federal, and foreign authorities; and
4. The consent granted herein is based on the facts, circumstances, and commitments
presented to the FDIC in connection with this request. FTCI shall notify the
FDIC of any significant change in facts or circumstances. The FDIC's action is
conditioned on its ability to alter, suspend, or withdraw its approval should any
development be deemed to warrant such action.
Dated at Washington, D. C., this 31st day of March, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
Robert E. Feldman
Executive Secretary
FEDERAL DEPOSIT INSURANCE CORPORATION
IN RE: Fiduciary Trust Company International
New York City (Manhattan), New York
Application to Hold Stock in a Foreign
Financial Entity
STATEMENT
Pursuant to the provisions of section 18(o of the Federal Deposit Insurance Act and
Parts 347 and 303 of the Federal Deposit Insurance Corporation's ("FDIC") Rules
and Regulations, Fiduciary Trust Company International, New York City (Manhattan), New
York ("FTCI"), a state-chartered nonmember insured bank, has applied for the
FDIC's consent to hold, via a wholly-owned subsidiary, all of the issued and outstanding
shares of Sanyo Investment Management Company, Limited, Tokyo, Japan, tentatively to be
renamed Fiduciary Trust International (Japan) ("FTIJ"), a foreign financial
entity.
Currently inactive, plans for FTIJ include its operation as a Japanese Ministry of
Finance licensed investment management company. FTIJ's activities will be confined to
acting as investment or financial advisor, primarily in Japan, providing portfolio advice
and management with respect to securities, other financial instruments, real property
interests, and other investment assets. It will also provide advice on mergers and
acquisitions. FTIJ will not be involved in operational management of real property,
industrial, or commercial assets. FTCI has requested FDIC's approval for FTIJ to engage in
certain activities in the United States, provided that any investment advisory services to
United States' persons are only with respect to foreign assets. Such activities are, in
the judgment of the Board of Directors ("Board") of the FDIC, incidental to
FTIJ's international or foreign business and will be permitted.
The Board of the FDIC has fully considered all available facts and information
relevant to the application of FTCI. Based on the modest level of investment in relation
to FTCI's capital and FTCI's satisfactory condition, the Board has concluded that the
application should be approved, with certain conditions. In order to fulfill the FDIC's
supervisory responsibilities, the conditions address regulatory concerns including, but
not limited to, the FDIC's ability to assess the impact of the foreign entity's activities
on the domestic bank. Included in the Order are conditions that require accessibility to
the records of FTCI, FTIJ, and their affiliates, and independent contractors, for the
purpose of regulatory review and examination.
THE BOARD OF DIRECTORS
FEDERAL DEPOSIT INSURANCE CORPORATION
