Form FR K-1 FR K-1 International Applications and Prior Notifications under

FR K-1
OMB No. 7100–0107
Approval expires April 2008

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
Washington, D.C. 20551

INTERNATIONAL APPLICATIONS AND PRIOR NOTIFICATIONS
UNDER SUBPARTS A AND C OF REGULATION K
Public reporting burden for this information collection is
estimated to vary from 10 to 20 hours per response, with an
average of 12 hours per response, including time to gather
and maintain data in the required form and to review instructions and complete the information collection. The Federal
Reserve may not conduct or sponsor, and an organization
(or a person) is not required to respond to, a collection of
information unless it displays a currently valid OMB control

number. Comments regarding this burden estimate or any
other aspect of this information collection, including suggestions for reducing the burden, may be sent to Secretary,
Board of Governors of the Federal Reserve System, Washington, D.C. 20551, and Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503.

General Information and Instructions
The following material has been prepared to assist
in preparation of applications and prior notifications relating to international operations under the Board's Regulation K. Checklists are attached providing the types of information that will normally be required. Some of the items
may not be applicable to a particular proposal. Applications
and notifications that, in the judgment of the Reserve Bank,
do not substantially contain the information specified in the
checklists will not be accepted and may be returned to the
applicant for resubmission.
Applications and notifications should be addressed to the
Board of Governors of the Federal Reserve System in 10
copies and are to be submitted to the Federal Reserve Bank
of the District in which the parent company is located or,
if none, the District in which the applying organization is or
will be located. Submissions may be in letter form, or by
cover letter accompanied by a memorandum containing the
required information. Prior consultations with the
Reserve Bank, and, if necessary, the Board's staff, are
suggested to resolve questions or to assure that applications and notifications for proposed Edge corporations or
investments or branches with unusual characteristics are
properly filed. Information regarding investments must be
maintained and made available to examination staff upon
request. Branch openings, closings, and relocations must
be reported after the fact on the FR 2058 in accordance with
the instructions for that form.
With respect to matters requiring the publication of notice
in a newspaper of general circulation, an affidavit of publication should either accompany the application or notice,
or should be provided as soon as possible after filing.
Attachment A should be used in filing 30-day prior notifications to establish initial foreign branches. Attachment B
should be used for prior notifications by banking organizations that already operate branches in two or more foreign

countries to establish branches in additional foreign countries pursuant to the 12 business day prior notification
procedures.
Applications and notifications will be made available to the
public upon request. If an applicant is of the opinion that
disclosure of commercial or financial information that is not
available to the public from any other source would likely
result in substantial harm to the competitive position of an
applicant or its affiliates, or that disclosure of information of
a personal nature would result in a clearly unwarranted
invasion of personal privacy, confidential treatment of such
information may be requested. (A claim that disclosure
would violate the law or policy of a foreign country is not, in
and of itself, sufficient reason to exempt information from
disclosure. If it can be demonstrated that disclosure would
meet the “substantial competitive harm” test, however, then
the information may be exempted.) A request for confidential treatment must be submitted in writing concurrently with
the submission of the application or notification and must
discuss in detail the justification for confidential treatment.
Justification must be provided for each specific item of which
confidential treatment is requested. Applicant’s reasons for
requesting confidentiality should demonstrate the harm that
would result from public release of the information. A statement simply indicating that the information would result in
competitive harm or that it is personal in nature is not
sufficient. Similarly, blanket requests for confidential treatment of an entire application or notice will be considered
insufficient. Information for which confidential treatment is
requested should be (1) specifically identified in the public
portion of the application (by reference to the confidential
section), (2) separately bound, and (3) labeled CONFIDENTIAL. Adherence to these procedures is an essential prerequisite to processing of applications and notifications. Applicants should also follow this procedure with regard to the
filing of any supplemental information.
(OVER)

Attachments
The section numbers cited below are references to Regulation K (12 CFR 211).
Attachment A — Information Required in
1. Notification to Establish Initial Foreign Branches by Member Banks, Edge Corporations, or Foreign
Subsidiaries (Section 211.3(b)(2))
2. Application for Branches to Engage in New Activities (Section 211.4(b))
Attachment B — Notification to Establish Additional Foreign Branches of Member Banks, Edge Corporations, or Foreign
Subsidiaries (Section 211.3(b)(3))
Attachment C — Information Required in*
1. Application to Establish an Edge Corporation (Section 211.5)
2. Application for Edge Corporations to Engage in Certain Domestic Activities (Section 211.6(b))
3. Application to Acquire or Change Control of Edge Corporations by Foreign Controlled Institutions
(Sections 211.5(d) and 211.5(e)(1), respectively)
Attachment D — Model Articles of Association for an Edge Corporation (Section 211.5)
Attachment E — Model Organization Certificate for an Edge Corporation (Section 211.5)
Attachment F — Notification to Establish Domestic Branches of an Edge Corporation (Section 211.5(f))
Attachment G — Application to Amend Articles of Association of an Edge Corporation (Section 211.5(c))
Attachment H — Information Required in
1. Application to Invest in Other Foreign Organizations for Member Banks, Edge or Agreement Corporations, and Bank Holding Companies (Sections 211.4(a)(8) and 211.9(g))
2. Application to Engage in New Foreign Activities by Member Banks, Edge or Agreement Corporations,
and Bank Holding Companies (Section 211.10(c))
Attachment I — Notification to Invest in Other Foreign Organizations for Member Banks, Edge and Agreement Corporations, and Bank Holding Companies (Section 211.9(f))
Attachment J — Application to Invest in Excess of Ten Percent of Capital and Surplus in Edge Corporations
(Section 211.5(h))
Attachment K — Notification to Establish an Export Trading Companies (Section 211.34)

* For purposes of this Attachment C, the term "agreement corporation" may be used interchangeably with the term "Edge Corporation." Applicants to
establish agreement corporations may obtain a copy of the form agreement by contacting Federal Reserve Board Staff.

Applications and prior notifications are required under sections 25 and 25A of the Federal Reserve Act (12 U.S.C. 601–
604(a) and 611–631, respectively), sections 4(c)(13), 4(c)(14), and 5(c) of the Bank Holding Company Act (12 U.S.C.
1843(c)(13), 1843(c)(14), and 1844(c), respectively, and Regulation K (12 CFR 211).

FR K-1
Page 2

Attachment A
Information Required in
1. Notification to Establish Initial Foreign Branches by Member Banks, Edge Corporations, or Foreign Subsidiaries (Section
211.3(b)(2))
2. Application for Branches to Engage in New Activities (Respond to Items 1, 2, 4, 6 and 8) (Section 211.4(b))

1. Name of applying organization.
2. Location (city and country) of proposed branch.
3. a. Existing representation in the foreign country, if any.
b. Discussion of the ways in which it is believed the
branch would further the development of the applying
bank’s international or foreign business.
4. Type of business to be conducted (including the provision or provisions of Regulation K under which the
activities of the branch would be permissible) and types
of services to be offered, including:
a. Whether any existing or planned future business will
be transferred to the proposed branch, indicating the
volume and type of such business.
b. If any of the proposed activities are not listed in section 211.4, discuss the risks related to the conduct of
the proposed activities as well as any limits, safeguards or controls that will be implemented to mitigate
these risks. Also, discuss the degree to which the
proposed activities will be supervised by foreign regulatory authorities.
5. a. If the investor has not previously filed a Country
Exposure Report, the investor should estimate its
direct and indirect credit exposure to borrowers from
this country. In making this estimate, loans to, and
claims on, a bank whose head office is located in the
country where the branch is to be established should
be considered exposure to that country, regardless of
where the loan is extended or the claim arises.
b. If projections indicate that at the end of the third year
of operations of the proposed branch, the direct and
indirect country exposure, as calculated below, will
increase by more than 25 percent from the levels
reported in the most recently filed Country Exposure
Report (FFIEC 009) and this amount is greater than

15 percent of consolidated capital, show the projected consolidated exposure for that country. For this
purpose, country exposure is both cross-border exposure (which may be calculated by adding the figures under columns 4, 11, 12, and 13 of the FFIEC 009
and subtracting the sum of columns 8, 9, and 10) and
net local currency exposure (subtract column 19 from
column 18).
6. Estimated start-up costs and projected size of branch’s
assets and earnings at end of third year of operations.
7. Background of the officers of the proposed branch.
8. Status of foreign government approvals, if any.
9. For a member bank’s first branch, and for the second
branch where the first was not a full-service branch, a
summary of the bank’s experience in international banking, including the volume and character of present international business, a description of the bank’s foreign or
international department, the number of its staff, and the
background of its officers. Also, discuss how the branch
will be overseen and monitored.
10. Details on any locally imposed capital requirements and
any other special requirements relating to the utilization
of capital funds.
11. Indicate whether there are any requirements under the
laws of the jurisdiction in which the branch would be
located that would impede the provision of information
about the operations, assets, and liabilities of the branch
to U.S. bank regulators. If any such impediments exist,
discuss what steps would be taken to insure compliance
with section 211.13 of Regulation K.

FR K-1
Page 3

Attachment B
Notification to Establish Additional Foreign Branches of Member Banks, Edge Corporations, or Foreign Subsidiaries
(Section 211.3(b)(3))

1. Name of applying organization.
2. Location (city and country) of proposed branch.
3. Brief description of proposed activities, including the
provision or provisions of Regulation K under which the
activities of the branch would be permissible.
4. Projected asset size of the branch at the end of its third
year of operations.

5. Indicate whether there are any requirements under the
laws of the jurisdiction in which the branch would be
located that would impede the provision of information
about the operations, assets, and liabilities of the branch
to U.S. bank regulators. If any such impediments exist,
discuss what steps would be taken to insure compliance
with section 211.13 of Regulation K.
6. Status of foreign government approvals, if any.

FR K-1
Page 4

Attachment C*
Information Required in
1. Application to Establish an Edge Corporation (Section 211.5)
2. Application for Edge Corporations to Engage in Certain Domestic Activities (Respond to Items 2, 5, 6, and 7b)
(Section 211.6(b))
3. Application to Acquire or Change Control of Edge Corporations by Foreign Controlled Institutions (Respond to Items 2,
4, 5, 6, and 7b). If appropriate, respond also to Items 3, 9, and 10 and Attachment G) (Sections 211.5(d) and 211.5(e)(1))

1. The signed and dated proposed articles of association
and an executed organization certificate, as prescribed
by Section 25A of the Federal Reserve Act and Section
211.5 of Regulation K (see pages 5 and 6 of FR K-1).
2. Proposed activities to be conducted by the Edge corporation, including the provision or provisions of Regulation K under which the activities of the Edge corporation
would be permissible.
3. For the bank’s first Edge corporation, a summary of the
bank’s experience in international banking operations,
including the volume and character of present international business, a description of the foreign or international department, the number of its staff, and background of its officers. Foreign banking institutions need
not respond to this question.
4. Management of the proposed Edge corporation, including a short biographical sketch of each of the proposed
directors and officers.
5. Any request for investment authority by the proposed
Edge corporation that the applicant desires to be considered concurrently with the application to form a corporation. Complete Attachment H with respect to any such
request.
6. Description of how the convenience and needs of the
com-munity or communities will be served by the proposed Edge corporation with respect to international
banking and financing services.
7. Financial information:
a. Capitalization.
b. Projected balance sheets and income statements for
three years in summary form.

* For purposes of this Attachment C, the term "agreement corporation"
may be used interchangeably with the term "Edge corporation." Applicants to establish agreement corporations may obtain a copy of the
form agreement by contacting Federal Reserve Board staff.

8. Foreign banking institutions that do not otherwise file
the Annual Report of Foreign Banking Organizations
(FR Y–7) and the Report of Changes in FBO Organizational Structure (FR Y–10F)) are required to file additional information. The items of forms FR Y–7 and FR Y–
10F that should be filed are:
a. On financial condition: FR Y–7, Report Items 1A
through 1D.
b. On activities in the U.S.: FR Y–10F.
9. In addition, for foreign institutions:
a. Describe the general supervisory review and oversight of the applicant that is conducted by the
applicant’s home country supervisor and, if different,
the home country supervisor of any top tier foreign
bank in the ownership chain with respect to the
proposed Edge corporation. The description should
address how the home country supervisor receives
information on the worldwide operations of the bank
(e.g., through examination, audit reports, financial
reporting, prudential standards, etc.). Include a discussion of how the home country supervisor obtains
information on the dealings and relationships between the applicant and its foreign and domestic
affiliates.
b. Provide a statement from the applicant describing the
laws that would restrict the applicant or any of its
parents (bank or bank holding company) from providing information to the Board necessary to determine
and enforce compliance with applicable U.S. law.
Further, the applicant should describe what controls
and procedures will be put in place in the proposed
Edge corporation to ensure continuing compliance
with U.S. law.

FR K-1
Page 5

Attachment D
Model Articles of Association for an Edge Corporation (Section 211.5)

CORPORATION TO DO BUSINESS
UNDER SECTION 25A OF THE FEDERAL RESERVE ACT
ARTICLES OF ASSOCIATION
For the purpose of organizing a corporation to do business under section 25A of the Federal Reserve Act, the undersigned
subscribers for the stock of the corporation hereinafter named do enter into the following articles of association:
FIRST. The name of this corporation shall be “
.”
SECOND. This corporation is being organized for the purpose of engaging in international or foreign banking and
international or foreign financial operations within the limitations prescribed in section 25A of the Federal Reserve Act
and regulations thereunder, either directly or through the
agency, ownership, or control of local institutions in foreign
countries or in dependencies or insular possessions of the
United States.
THIRD. The home office of this corporation shall be located
in the United States at
.
FOURTH. Subject to the prior approval of the Board of
Governors of the Federal Reserve System as to the establishment of branches and agencies, the operations of this
corporation shall be carried on in the following place or
places:

FIFTH. The Board of Directors shall consist of not less than
nor more than

members. The

first meeting of the shareholders for the election of directors
shall be at

on the
or at such other place and time as a majority of the undersigned shareholders may direct.
SIXTH. The regular annual meeting of the shareholders for
the election of directors shall be held each year in the United

States at the home office of the corporation, upon the date
fixed by the directors in the by-laws of the corporation, and
all elections shall be held according to such regulations as
may be prescribed by the Board of Directors not inconsistent
with the provisions of section 25A of the Federal Reserve
Act and of these articles.
SEVENTH. The capital stock of this corporation shall be
.
EIGHTH. By amendment to these articles, the capital stock
may, at any time, with the approval of the Board of Governors of the Federal Reserve System, be increased or
reduced to an amount not less, in any case, than $2,000,000
by a vote of two-thirds of the shareholders, or by unanimous
consent in writing of the shareholders without a meeting and
without a formal vote, according to the provisions of section
25A of the Federal Reserve Act.
NINTH. The Board of Directors, a majority of whom shall be
a quorum to do business, shall have power to appoint such
officers and employees as may be deemed proper, define
their authority and duties, require bonds of them, and fix the
penalty thereof, dismiss such officers or employees, or any
thereof, at pleasure, and appoint others to fill their places;
and to prescribe by-laws consistent with law and with the
regulations of the Board of Governors of the Federal Reserve System regulating the manner in which its stock shall
be transferred, its directors elected or appointed, its officers
and employees appointed, its property transferred, and the
privileges granted to it by law exercised and enjoyed.
TENTH. A majority of the shares of the capital stock of this
corporation shall, at all times, be held and owned by citizens
of the United States, by corporations the controlling interest
in which is owned by citizens of the United States, chartered
under the laws of the United States or of a state of the United
States, or by firms or companies the controlling interest in
which is owned by citizens of the United States, or by other
institutions approved by the Board pursuant to the thirteenth
paragraph of section 25A of the Federal Reserve Act.
Provision shall be made in the by-laws for the enforcement
of this requirement.
(OVER)

FR K-1
Page 5a

ELEVENTH. This corporation shall have succession for a
period of twenty years from the date of the issuance of its
preliminary permit to begin business, unless sooner dissolved by an act of its shareholders owning at least twothirds of its stock, or by an act of Congress, or unless its
franchise becomes forfeited by some violation of law; but it
may, at any time within two years previous to the date of the
expiration of its corporate existence, by vote of the shareholders owning two-thirds of its stock, apply to the Board of

Governors of the Federal Reserve System for its approval to
extend the period of its corporate existence for a term of not
more than twenty years.
TWELFTH. These articles of association may, with the
approval of the Board of Governors of the Federal Reserve
System, be amended in the following manner:

IN WITNESS WHEREOF, we have hereunto set our hands, this
To be signed by at least five natural persons
Signature

Address

day of

20

FR K–1
Page 6

Attachment E
Model Organization Certificate for an Edge Corporation (Section 211.5)

CORPORATION TO DO BUSINESS
UNDER SECTION 25A OF THE FEDERAL RESERVE ACT
ORGANIZATION CERTIFICATE
We the undersigned, whose names are specified in Article Fifth of this certificate, having associated ourselves for the purpose
of organizing a corporation to do business under Section 25A of the Federal Reserve Act, do make and execute the following
organization certificate:
FIRST. The name of this corporation shall be “
"
SECOND. The home office of this corporation shall be located in the United States at

THIRD. Subject to the prior approval of the Board of Governors of the Federal Reserve System as to the establishment of
branches or agencies, the operations of this corporation shall be carried on in the following place or places:

FOURTH. The capital stock of this corporation shall be

FIFTH. The name, the place of business or residence of each person executing this certificate, and the number of shares of
this corporation to which each has subscribed, are as follows:

Name

Place of Business or Residence
(Town or City, and State)

Number of Shares

1.
2.
3.
4.
5.

(OVER)

FR K–1
Page 6a

SIXTH. This certificate is made in order that we may avail ourselves, and in order that other persons, firms, companies, and
corporations who or which may hereafter subscribe to or purchase the shares of the capital stock of this corporation may avail
themselves of the advantages of the aforesaid Section 25A of the Federal Reserve Act.
IN WITNESS WHEREOF, we have hereunto set our hands this
20

day of

,

.
(To be signed and acknowledged by those who have signed the articles of association)

1.
2.
3.
4.
5.
(Acknowledgement must be made before a Judge of Court of Record or Notary Public)
STATE OF

}

COUNTY OF
Before the undersigned, a

ss:

of

personallyappeared

to me well known, who severally acknowledge that they executed the foregoing Certificate for purposes therein mentioned.

WITNESS my hand and seal of office
this

(OFFICIAL SEAL
OF OFFICER)

day of

, 20

FR K-1
Page 7

Attachment F
Notification to Establish Domestic Branches of an Edge Corporation (Section 211.5(f))

1. Name of applying Edge corporation.
2. Amended articles of association, if necessary.
Provide the following for each proposed branch:
3. Location of proposed branch, and copy of notice published in newspaper of general circulation in area to be
served.
4. Discussion of the ways in which it is believed the branch
would further the development of applicant’s international or foreign business.

5. Type of business to be conducted and types of services
to be offered, including:
a. Whether any existing or planned future business will be
transferred to the proposed branch, indicating the
volume and type of such business.
b. The provision or provisions of Regulation K under
which the activities of the proposed branch would be
permissible.
c. Projected asset size of branch at end of third year of
operations.
6. Description of how the convenience and needs of the
community or communities will be served by the proposed branch with respect to international banking and
financing services.

FR K-1
Page 8

Attachment G
Application to Amend Articles of Association of an Edge Corporation (Section 211.5(c))

1. An executed and dated certificate of amendment to the
articles of association setting forth articles to be amended,
as well as the proposed amendments.
2. Brief statement of reason for each of the proposed
changes.

FR K-1
Page 9

Attachment H*
Information Required in
1. Application to Invest in Other Foreign Organizations for Member Banks, Edge or Agreement Corporations, and Bank
Holding Companies. (Sections 211.4(a)(8) and Section 211.9(g))
2. Application to Engage in New Foreign Activities by Member Banks, Edge or Agreement Corporations, and Bank Holding
Companies.(Respond to Items 1, 2b, 2f, 2g, 3, 5, and 6) (Section 211.10(c))

1. Name of applicant.
2. Brief description of proposed investment, including:
a. Name and location of the company in which the investment is to be made.
b. Discussion of ways it is believed the investment would
further the development of applicant’s international or
foreign business.
c. Total investment amount. Provide the cost of shares to
be acquired, and relevant exchange rates; state percentage of total voting shares outstanding, and, if
different, the percentage of total equity to be held.
Provide the total amount of any premiums, other direct
or indirect capital contributions, or contingent payments. List subordinated debt held or to be held by
applicant.
d. For subsidiary and joint venture investments, identify
and note the existing and pro forma equity interests
of other 10 percent or more shareholders. With respect
to investments in partnerships, provide details on the
potential liabilities of each partner, including the
applicant.
e. For a portfolio investment, provide information regarding whether the applicant would have the abiltiy to
control the organization in any manner (including, for
example, through written agreements among shareholders, veto rights over major management or business decisions, etc.).
f. List significant activities of the company, including
activities and offices or subsidiaries through which
business is or will be conducted. Include the provision
or provisions of Regulation K under which the activities
would be permissible.
g. Describe fully any activity that is not of a banking or
financial nature, or any business conducted directly or
indirectly in the United States. For activities not of a
banking or financial nature, discuss the risks related to
the conduct of the proposed activities as well as any
limits, safeguards or controls that will be implemented
to mitigate the risks. For any activity that the Board has
not previously determined to be of a banking or financial nature, discuss whether the proposed activity is
* Attachment H does not apply to foreign investments made pursuant to
financial holding company authority by bank holding companies that are
also financial holding companies. However, investments in foreign
banks or through an Edge or agreement corporation may not be made
using financial holding company authority. FHCs may elect to make
foreign investments under Regulation K rather than under financial
holding company authority and, in that case, should use this attachment.

usual in connection with the business of banking or
other financial operations in the country in which the
activity is to be conducted, supported with examples of
whether other banking and financial organizations
engage in the activity and how the activity is related to
the banking business.
h. Discuss the degree to which, if any, the activities would
be subject to regulation and supervision by foreign
authorities following the proposed investment.
i. Describe the manner in which the entity in which
the proposed investment is to be made would be
managed.
3. Financial information:
a. Identify the source of funds for the proposed
investment.
b. Provide recent, audited comparative balance sheets
and income statements in English (indicating relevant
exchange rates) for established companies. For new
companies, provide in summary form projected balance sheets and income statements (indicating
exchange rates used) for three years. Explanation
should be provided of any significant deviations from
U.S. Generally Accepted Accounting Principles
(GAAP).
c. Explain any credit arrangements, direct or indirect,
granted or expected to be granted by the investor or its
affiliates to the company, or vice versa.
d. Provide details of any capital or other financial requirements that the company must adhere to in accordance
with local law.
4. Country exposure:
a. If the investor has not previously filed a Country
Exposure Report, the investor should estimate its
direct and indirect credit exposure to borrowers from
this country. In making this estimate, loans to, and
claims on, a bank whose head office is located in the
country where the investment is to be made should be
considered exposure to that country, regardless of
where the loan is extended or the claim arises.
b. If projections indicate that at the end of the third year
of operations of the proposed investment, the direct
and indirect country exposure will increase by more
than 25 percent from the levels reported in the most
recently filed Country Exposure Report (FFIEC 009)
and this amount is greater than 15 percent of consolidated capital, show the projected consolidated expo(OVER)

FR K-1
Page 9a

sure for that country. For this purpose, country exposure is both cross-border exposure (which may be
calculated by adding the figures under columns 4, 11,
12, and 13 of the FFIEC 009 and subtracting the sum
of columns 8, 9, and 10) and net local currency exposure (subtract column 19 from column 18).
5. Additional information for investments in joint ventures:
a. Describe any contracts to be entered into in connection with the proposed investment, including agreements of support, management agreements, technical
services agreements, and the like. Attach a copy or
draft of the contracts.
b. State who will exercise effective control. Also describe
any veto powers that applicant or other shareholders
will exercise.
c. Provide details concerning the financial resources of
holders of more than 10 percent of the shares of the
proposed joint venture including, for corporate entities,
total assets, stockholders’ equity, and net income for
the latest complete year, and, for individual shareholders, a short biography, indicating net worth, if possible.
d. Provide details of major management committees,
including responsibilities of such committees and stockholder representation.
e. Provide details of any special relationships between
the applicant (and its affiliates) and other shareholders

in the company, including any equity interests in, or
any credit granted to, other shareholders for purchase
of the proposed investment.
f. State the percentages of consolidated assets and
revenues attributable to activities not permissible to a
subsidiary in regard to Section 211.8(c)(1) of Regulation K.
g. Describe the extent to which applicant’s identity will be
associated with the company.
6. Compliance with foreign requirements:
a. Indicate whether the proposed transaction is subject to
foreign regulatory approval, and discuss the status of
any such approval.
b. For additional investments due to changes in local
government requirements, provide a copy of the relevant laws or regulations in English or, if not available,
provide a summary of the pertinent provisions.
7. For subsidiary or joint venture investments, indicate
whether there are any requirements under the laws of the
local jurisdiction that would impede the provision of information to U.S. bank regulators. If any such impediments
exist, discuss what steps would be taken to insure compliance with Section 211.13 of Regulation K.

FR K-1
Page 10

Attachment I*
Notification to Invest in Other Foreign Organizations for Member Banks, Edge and Agreement Corporations, and Bank
Holding Companies

1. Name of U.S. investor.
2. Name and location (city and country) of foreign company.
3. a. Amount of investment and percentage of ownership as
a result of the investment.
b. Identify the source of funds for the proposed
investment.
4. Brief description of proposed activities, including citation
of the paragraph(s) of Regulation K under which the
activities are authorized. Also, discuss the degree to
which the proposed activities will be supervised by foreign regulatory authorities.
5. a. For subsidiary and joint venture investments, identify
and note the existing and pro forma equity interests
of other 10 percent or more shareholders. With respect
to investments in partnerships, provide details on
the potential liabilities of each partner, including the
applicant.
b. For proposed joint venture investments, describe the
financial and managerial support to be provided by the
investor.
* Attachment I does not apply to foreign investments made pursuant to
financial holding company authority by bank holding companies that are
also financial holding companies. Howerver, investments in foreign
banks or through an Edge or agreement corporation may not be made
using financial holding company authority. FHCs may elect to make
foreign investments under Regualtion K rather than under financial
holding company authority and, in that case, should use this attachment.

c. Describe the extent to which notificant’s identity will be
associated with the joint venture.
d. For a portfolio investment, provide the percent of
voting and nonvoting equity owned and information
regarding whether the notificant would have the ability
to control the organization in any manner (including,
for example, through written agreements among shareholders, veto rights over major management or business decisions, etc.).
6. a. If an investment is being made in a de novo foreign
bank or nonbank company, indicate the approximate
projected asset size of the company at the end of
its third year of operations following the proposed
investment.
b. For investments in established companies, submit an
abbreviated balance sheet and income statement for
such companies. For an additional investment in a
subsidiary, reference may be made to the Report of
Condition for the subsidiary (Form 2314), provided the
information is no more than approximately six months
old.
7. Status of foreign regulatory approvals, if any.
8. For subsidiary or joint venture investments, indicate
whether there are any requirements under the laws of the
local jurisdiction that would impede the provision of
information to U.S. bank regulators. If any such impediments exist, discuss what steps would be taken to insure
compliance with Section 211.13 of Regulation K.

FR K-1
Page 11

Attachment J
Application to Invest in Excess of Ten Percent of Capital and Surplus in Edge Corporations (Section 211.5(h))

1. Name of applying organization.
2. Total amount of proposed additional investment in Edge
or agreement corporation subsidiaries and a brief
description of the purpose of the proposed additional
investment.
3. Information regarding the composition of the assets of the
bank's existing Edge and agreement corporations.
4. The total capital invested by the bank to date in each Edge
and agreement corporation subsidiary.

5. The total capital (including retained earnings) of each
Edge corporation, agreement corporation, and foreign
bank subsidiary of the bank.
6. Capital ratios for the bank (complete with supporting
documentation) that deconsolidate and deduct the aggregate investment in and assets of all Edge or agreement
corporations and all foreign bank subsidiaries.

FR K-1
Page 12

Attachment K
Notification to Establish Export Trading Companies (Section 211.34)

1. Name of notifying organization.
2. Brief description of proposed investment, including:
a. Name of business organization and location.
b. Cost of shares to be acquired; indicate number, type,
and percentage of total voting shares outstanding,
and, if different, percentage of total equity to be held.
Provide the total amount of any premiums, other direct
or indirect capital contributions, or contingent payments. List subordinated debt held or to be held by
applicant.
c. If the investment is in the shares of a partnership,
furnish details on the liabilities of such shares.
d. List offices or subsidiaries through which business is
or will be conducted.
e. Provide a list of directors and senior management,
including their principal affiliations, and a list of all
shareholders holding 10 percent or more of any class
of the shares of the company.
f. Describe significant activities of the company and
discuss how company will control risks arising from
those activities not of a traditional banking or financial
nature.
3. Financial information:
a. Provide recent, audited comparative balance sheets
and income statements for established companies.
For new companies, provide projected balance sheets
(including projected inventories) and income statements for three years. Discuss briefly the proposed
leveraging of the company, as well as the assumptions
and strategies supporting the projections.

b. Explain any credit arrangements direct or indirect,
granted or expected to be granted by the investor or its
affiliates to company, or vice versa.
4. Additional information for investments in joint ventures:
a. Describe any contracts to be entered into in connection with the proposed investment, including agreements of support, management agreements, technical
services agreements, and the like. Attach a copy or
draft of the contracts.
b. State who will exercise effective control. Also,
describe any veto powers that applicant or other shareholders will exercise.
c. Provide details concerning the financial resources of
holders of more than 10 percent of the shares of the
proposed joint venture, including for corporate entities,
total assets, stockholders’ equity, and net income for
the latest complete year, and, for individual shareholders, a short biography indicating net worth, if possible.
d. Provide details of major management committees,
including responsibilities of such committees and stockholder representation.
e. Provide details of any special relationships between
the notifying organization (and its affiliates) and other
shareholders in the company, including any equity
interests in, or any credit granted to, other shareholders for purchase of the proposed investment.
f. Describe the extent to which the notifying organization’s identity will be associated with the company.