FRK1_20180323_fi_draft

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FR K-1
OMB Number 7100-0107
Approval expires January 31, 2018
Page 1 of 16

Board of Governors of the Federal Reserve System

International Applications and Prior Notifications under
Subparts A and C of Regulation K—FR K-1
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. An applicant/notificant
should consult the Board’s Regulation K (12 CFR Part 211), a copy
of which is available on the Board’s public website or from any
Reserve Bank. Additional filing information is also available on the
Board’s public website. 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 a substantial amount of the information
specified in the checklists will not be accepted and may be returned
to the applicant/notificant for resubmission. An applicant/notificant
may
submit
a
pre-filing
before
filing
a
formal
application/notification. 1
Applications and notifications should be addressed to the Board of
Governors of the Federal Reserve System (“Federal Reserve”) 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 (the
“appropriate Reserve Bank”). Inquiries regarding the preparation
and filing of applications and notifications should be directed to the
appropriate Reserve Bank. Applicants are strongly encouraged to
submit their applications electronically through the Federal
Reserve System’s web-based application (E-Apps). 2 Additional
information on E-Apps may be found on the Board’s public website.
Submissions may be in letter form, or by cover letter accompanied
by a memorandum containing the required information. Prior
consultations with the appropriate 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.
During processing of the application or notification, if there are any
material changes to the information initially furnished in the

application or notification, these changes should be communicated
promptly to the appropriate Reserve Bank.
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 days prior
notification procedures.

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For all applications or notifications filed pursuant to this form FR K1, 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 U.S.C. §§ 1001 and 1007.
I also certify, with respect to any information pertaining to an
individual and submitted to the BoardFederal Reserve in or in
connection
with
this
application/notification
that
the
Aapplicant/Nnotificant 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
Aapplicant/Nnotificant and the involved individual consent to public
release of any such information, except to the extent set forth in a
written request by the Aapplicant/ Nnotificant or the individual,
submitted in accordance with the Instructions to this form and the
Board's Rules Regarding Availability of Information (12 C.F.R. Part
261), requesting confidential treatment for the information.
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

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1

See SR letter 12-12 on the Board’s public website.

2

The application may alternatively be submitted in paper form.

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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, 20th and C Streets, NW, Washington, DC 20551,
and Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503.
07/2017

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). AnThe
Aapplicant/Nnotificant 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 the
Aapplicant/Nnotificant 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 submissions), and must discuss in detail the
justification for confidential treatment. Such justification must be
provided for each portion of the application/, notification, (or
related submissions) for which confidential treatment is requested.
The
Aapplicant's/Nnotificant'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. (In addition, Aa 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. The Aapplicant/notificant must demonstrate that
disclosure would fall within the scope of one or more of the FOIA

exemptions from disclosure.) The Aapplicant/Nnotificant must
follow the steps outlined immediately below, and certify in the
application/notification (or related submissions) 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 the Aapplicant/Nnotificant 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 the Aapplicant/
Nnotificant of any decision to make available to the public
information labeled "CONFIDENTIAL.'' However, it shall be
understood that, without prior notice to the Aapplicant/Nnotificant,
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 the Aapplicant/Nnotificant 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

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such requests, consult the Board's Rules Regarding Availability of
Information, 12 C.F.R. Part 261, including 12 C.F.R. § 261.15,
which governs requests for confidential treatment.

Attachments

The section numbers cited below are references to Regulation K (12 C.F.R. § 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)

* For purposes of this Attachment C, the term "agreement corporation" may be used interchangeably with the term "Edge Corporation." The Aapplicants
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 C.F.R. § 211).

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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 investorapplicant/notificant has not previously filed a
Country Exposure Report, the investorapplicant/notificant
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 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.

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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(s) 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.

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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, 98, and 109, 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 57 andthrough 610 of FR K-1).
2. Proposed activities to be conducted by the Edge corporation,
including the provision(s) 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.

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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.

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

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

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

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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.

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

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:

on the
shareholders owning at least two-thirds of its stock, or by an act of

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
Day

To be signed by at least five natural persons

1.
Signature

Address

Signature

Address

Signature

Address

Signature

Address

Signature

Address

2.

3.

4.

5.

Month

Year

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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
Address

City

State

Zip Code

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:
Place of Business or Residence

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Name

(Town or City and State)

Number of Shares11

2.
3.
4.
5.

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
Day

Month

To be signed and acknowledged by those who have signed the articles of association
1.
Signature

Address

Signature

Address

Signature

Address

Signature

Address

Signature

Address

2.

3.

4.

5.

Year

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Acknowledgment must be made before a Judge of Court of Record or Notary Public STATE
OF

}

ss:

COUNTY OF
Before

the

undersigned,

a

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

day of
Day

Month

Year

(OFFICIAL SEAL
OF OFFICER)

Attachment F
Notification to Establish Domestic Branches of an Edge Corporation (Section 211.5(f))
1. Name of the applnotifying 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 the applnotiicant's international or
foreign business.

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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(s) 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.

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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.

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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 the 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 the 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 the 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 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.).
f. List significant activities of the company, including activities
and offices or subsidiaries through which business is or will
be conducted. Include the provision(s) 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.

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 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.

DRAFT

b. State who will exercise effective control. Also describe any
veto powers that the applicant or other shareholders will
exercise.

Attachment H—Continued

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. 7.
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 the 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(s), and discuss the status of any such
approval(s).
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.
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.

*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 (“FHCs”). 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.

Formatted: List Paragraph, Numbered + Level: 1 +
Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment:
Left + Aligned at: 0.18" + Indent at: 0.18"

DRAFT

Attachment I*
Notification to Invest in Other Foreign Organizations for Member Banks, Edge and Agreement Corporations, and Bank Holding
Companies (Section 211.9(f))
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 applnotificant.
b. For proposed joint venture investments, describe the
financial and managerial support to be provided by the
investor.
c. Describe the extent to which the 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.

*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 (“FHCs”). 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.

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.

DRAFT

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

1. Name of the 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 the
notifapplicant.
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 that are 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 the notifapplicant 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.