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

FR K-1
OMB No. 7100-0107
Approval expires April 30, 2011

Board of Governors of the Federal Reserve System

International Applications and Prior Notifications under
Subparts A and C of Regulation K
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 Report of Organizational Structure
(FR Y-10; OMB No. 7100-0297) in accordance with the instructions
for that form.

For all applications or notifications filed pursuant to this form FR K-1,
the following certification is required.

Certification
I certify that the information contained in this [application/notification]
has been examined carefully by me and is true, correct, and complete, and is current as of the date of this submission to the best of
my knowledge and belief. I acknowledge that any misrepresentation
or omission of a material fact constitutes fraud in the inducement
and may subject me to legal sanctions provided by 18 USC 1001
and 1007.
I also certify, with respect to any information pertaining to an individual
and submitted to the Board in or in connection with this application/
notification that the Applicant/Notificant has the authority, on behalf
of the individual, to provide such information to the Board and to
consent or to object to public release of such information. I certify
that the Applicant/Notificant and the involved individual consent
to public release of any such information, except to the extent set
forth in a written request by the Applicant/Notificant or the individual,
submitted in accordance with the Instructions to this form and the
Board's Rules Regarding Availability of Information (12 CFR Part
261), requesting confidential treatment for the information.

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.

I acknowledge that approval of this application/notification is in the
discretion of the Board of Governors of the Federal Reserve System
(the “Federal Reserve”). Actions or communications, whether oral,
written, or electronic, by the Federal Reserve or its employees in
connection with this filing, including approval if granted, do not constitute a contract, either express or implied, or any other obligation
binding upon the agency, the United States or any other entity of the
United States, or any officer or employee of the United States. Such
actions or communications will not affect the ability of the Federal
Reserve to exercise its supervisory, regulatory, or examination powers
under applicable laws and regulations. I further acknowledge that
the foregoing may not be waived or modified by any employee or
agency of the Federal Reserve or of the United States.

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.

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.

FR Y-K1
Page 2

General Information and Instructions—Continued
Confidentiality
Under the provisions of the Freedom of Information Act (the “FOIA”),
5 U.S.C. § 552, the application/notification is a public document and
available to the public upon request. Once submitted, an application/
notification becomes a record of the Board and may be requested
by any member of the public. Board records generally must be disclosed unless they are determined to fall, in whole or in part, within
the scope of one or more of the FOIA exemptions from disclosure.
See 5 U.S.C. § 552(b)(l)–(9).
The exempt categories include (but are not limited to) ‘‘trade secrets
and commercial or financial information obtained from a person and
privileged or confidential’’ (exemption 4), and information that, if disclosed, ‘‘would constitute a clearly unwarranted invasion of personal
privacy’’ (exemption 6). An Applicant/Notificant may request confidential treatment for any information submitted in or in connection
with its application/notification that Applicant/Notificant believes is
exempt from disclosure under the FOIA. For example, if Applicant/
Notificant is of the opinion that disclosure of commercial or financial
information would likely result in substantial harm to its competitive
position or that of its subsidiaries, 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.
The request for confidential treatment must be submitted in writing
concurrently with the filing of the application, notification, or subsequent related submission, and must discuss in detail the justification
for confidential treatment. Such justification must be provided for
each portion of the application, notification, or submission for which
confidential treatment is requested. Applicant’s/Notificant’s reasons
for requesting confidentiality must specifically describe 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. (A claim that disclosure
would violate the law or policy of a foreign country is not, in and of
itself, sufficient to exempt information from disclosure. Applicant must
demonstrate that disclosure would fall within the scope of one or
more of the FOIA exemptions from disclosure.) Applicant/Notificant
must follow the steps outlined immediately below, and certify in the

application/notification that these steps have been followed. These
same steps must be followed with respect to any subsequent submission related to this application/notification for which confidential
treatment is sought.
Information for which confidential treatment is requested should
be: (1) specifically identified in the public portion of the application/
notification (by reference to the confidential section); (2) separately
bound; and (3) labeled ‘‘CONFIDENTIAL.’’ As noted, Applicant/
Notificant must follow this same procedure with regard to filing any
supplemental information to the application/notification.
With respect to applications/notifications that include information
regarding an individual or individuals associated with the proposed
transaction, the Board expects Applicant/Notificant to certify that it
has obtained the consent of the individual(s) to public release of such
information prior to its submission to the Board or, in the absence of
such consent, to submit (or ensure that the individual(s) submit(s)) a
timely request for confidential treatment of the information in accordance with these instructions. Information submitted directly by an
individual or individuals will become part of the relevant application/
notification record and, accordingly, will be a Board record subject to
being requested by any member of the public under the FOIA.
The Federal Reserve will determine whether information submitted as confidential will be so regarded, and will advise Applicant/
Notificant of any decision to make available to the public information
labeled ‘‘CONFIDENTIAL.’’ However, it shall be understood that,
without prior notice to Applicant/Notificant, the Board may disclose
or comment on any of the contents of the application/notification in
the Order or Statement issued by the Board in connection with its
decision on the application/notification. The Board’s staff normally
will apprise Applicant/Notificant in the course of the review process
that such information may need to be disclosed in connection with
the Board’s action on the application/notification.
For further information on the procedures for requesting confidential
treatment and the Board’s procedures for addressing such requests,
consult the Board’s Rules Regarding Availability of Information,
12 CFR part 261, including 12 CFR 261.15, which governs requests
for confidential treatment.

FR K-1
Page 3

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 Edge Corporations by Foreign Controlled Institutions or Application to 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)

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).
* 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.

FR K-1
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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
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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.

  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.

  4. Projected asset size of the branch at the end of its third year of
operations.

FR K-1
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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 Edge Corporations by Foreign Controlled Institutions or Application to 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 community
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 Organizational Structure (FR Y-10)) are required
to file additional information. The items of forms FR Y-7 and FR
Y-10 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-10.
  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
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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.
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 two-thirds 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:

FR K-1
Page8

Attachment D—Continued
Model Articles of Association for an Edge Corporation (Section 211.5)
IN WITNESS WHEREOF, we have hereunto set our hands, this

day of

To be signed by at least five natural persons
Signature

Address

20

FR K-1
Page 9

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.

FR K-1
Page 10

Attachment E—Continued

Model Organization Certificate for an Edge Corporation (Section 211.5)
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

day of

20

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

personally appeared

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 11

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
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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
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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
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.

* 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.

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
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).
  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.

FR K-1
Page 14

Attachment H—Continued
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 15

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.
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

*

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. 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 Regualtion K rather than under financial holding company authority
and, in that case, should use this attachment.

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 16

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 17

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.