OCC 97-30 Subject: Notice of Comptroller of the Description: Update to Currency Fees for 1997 the 1997 Fee Structure TO: Chief Executive Officers of all National Banks, Department and Division Heads, and all Examining Personnel Purpose: This bulletin updates the corporate fees section of the Notice of the Comptroller of the Currency Fees for 1997 (OCC Bulletin 96-66). Certain changes are necessary because of revisions to 12 CFR Part 5, which became effective on December 31, 1996. First, the update clarifies the fees charged for business combinations by adding a subcategory for transactions among affiliated banks, and reduces fees for certain interstate, intrastate and interim bank combinations. Second, it clarifies that the OCC charges reduced fees for certain transactions involving trust banks and credit card banks. Third, it removes an ambiguity as to the applicable fee for conversions of State Branches and Agencies of foreign banks to Federal Branches and Agencies by adding explicit fees for such conversions. For further information, contact Carlos Hern ndez in Bank Organization and Structure at (202) 874-5060. CORPORATE FEES 1/ Reference: 12 CFR 5.5 Effective date: Applications received on or after August 27, 1997. The corporate fee schedule is as follows: Application Type Fee New National Bank Charter Standard Expedited Low- and Moderate-Income Area 2/ $17,400 8,700 0 Conversion to a National Bank Standard Expedited 5,100 2,550 Business Combination 3/ Unaffiliated Business Combination Standard Expedited Unaffiliated Branch P&A Standard Expedited Affiliated Business Combination Business Reorganization [12 CFR 5.33(2)] Standard Expedited Affiliated Branch P&A Standard Expedited Acquisition - Failed Bank 6,200 3,100 3,800 1,900 2,300 4,600 2,300 2,900 1,450 4,600 Branches 4/ Standard Expedited Low- and Moderate-Income Area 2/ 700 350 0 Branch Relocation Standard Expedited Short-Distance 700 350 300 Main Office Relocation To Existing Branch Within City Limits Other - Standard Other - Expedited 0 700 350 Operating Subsidiary Standard Expedited 5/ Multi-Bank Op Sub 2,700 1,350 as above +100 for each add'l bank Change in Bank Control 6/ New Entrant to System After-the-Fact Existing Officer/Director/National Bank 10,200 5,100 2,000 Increase in Permanent Capital 7/ Standard Request For Approval Expedited Request For Approval 500 250 Reduction in Permanent Capital 8/ Standard Expedited 500 250 Subordinated Debt as Capital 9/ Standard Application For Approval Expedited Approval Request to Prepay 1,000 500 250 Fiduciary Powers Standard Expedited 1,600 800 Bank Service Corporation Standard Expedited 2,000 1,000 Stock Appraisal 10/ 8,200 Certificate of Corporate Existence 100 Section 914 Notice (Changes in Directors or Senior Executive Officers) 35 Investment in Bank Premises 500 Federal Branches and Agencies Initial/New Additional Standard Expedited Relocation Standard Expedited (within state) Change of Status - State to Federal Standard Expedited Change of Status - Other Standard Expedited Fiduciary Powers Standard Expedited Voluntary Liquidation 12,200 1,000 500 1,000 500 3,600 1,800 700 350 1,600 800 1,000 CORPORATE FEES - Footnotes 1/ Expedited processing is available to eligible banks as defined in Parts 5 and 28. Applicants may request a reduced fee for transactions requiring multiple filings, steps or banks. Applicants requesting reduced fees should consult with the appropriate district office in advance of filing. Generally, fee concessions are not granted unless savings in OCC's processing cost are demonstrated. 2/ The OCC does not require a corporate filing fee for applications for new national bank charters and for branches to be located in a low- or moderate-income area as defined in 12 CFR 25.12(l), (n)(l), and (n)(2), and where no other depository institution operates a branch or main office. A charter application limited to trust activities or credit card operations sponsored by an eligible national bank or by a company whose lead bank is an eligible national bank, will be charged the expedited review fee. However, the application is not eligible for expedited review. 3/ The stated fees are for a transaction involving two banks. If more than two affiliated banks are involved and if the following criteria are met, the OCC may charge a fee of $100 for each additional intrastate charter and $200 for each additional interstate charter involved in the transaction. Otherwise, additional fees will be required equal to no more than one-half the stated fee times the number of banks, based on the marginal increases in OCC's processing costs attributable to the additional banks. Criteria: a) the acquiring bank is eligible, b) current national bank assets exceed non-national bank assets, c) the business combination involves no other applications, d) the combination presents no expected complications. An application that does not qualify for expedited review because it involves either an interim bank, a trust bank, or credit card bank, is nonetheless charged the expedited fee if: (1) the interim bank is merging with an eligible bank or (2) the trust bank or credit card bank is a subsidiary of a bank holding company whose lead bank is an eligible national bank, or is a subsidiary of an eligible national bank. However, the application is not eligible for expedited review. 4/ The fee listed for branches is for one branch. Under certain circumstances, multiple branches filed together and published on the same date may be charged $100 per additional bank branch. 5/ The bank must be eligible and the activity must qualify for expedited review. 6/ The fee for a change in bank control filing should be borne by the party(ies) acquiring the shares. The fee for increases by an existing officer or director is available for persons who have been associated with the bank for more than three years. 7/ A national bank generally need only submit a notice to increase its permanent capital. However, prior OCC approval is required to increase permanent capital if a bank is required by OCC to obtain prior approval; it plans to sell common or preferred stock for consideration other than cash; or it will receive a material noncash contribution to capital surplus. 8/ Includes payment of dividends from retained earnings if the payment will exceed the requirements of 12 USC 56 & 60; distributions from surplus or surplus accounts (unless to pay dividends from surplus that was transferred from prior period earnings); acquisitions of treasury stock; or retirement of outstanding shares. 9/ Prior approval is required if the OCC has notified the bank that it must receive prior approval, or the bank will become inadequately capitalized proceeding the transaction. Otherwise, a bank may issue subordinated debt without prior OCC approval, but if the bank would like the subordinated debt to count as Tier 2 capital, it must provide the OCC with notification after the debt has been issued - no fee is charged for this request. Also, no approval is required for an eligible banks to repay subordinated debt. 10/ The fee for stock appraisal must be borne by the surviving bank after a merger transaction. Judith A. Walter Senior Deputy Comptroller for Administration