Legal Seminar, Chicago, IL

B. Comptroller of the Currency (“OCC”) • Continues to be difficult to be an OCC chartered ITC – (“national trust bank” or “NTB”). Existing NTBs are subject to increased demands on capital and liquidity (e.g. liquidity of 180 days operating expenses), operating agreements, CALMAs, etc., which has caused a number to exit the OCC system. • There are only 55 total OCC chartered trust companies and most of those are large bank/broker/mutual fund affiliated. • OCC is concerned about charters that are deemed too small to be viable. “Too small” is an entity with <$1B in capital at NTB, holding company or affiliate.

• Former Comptroller Tom Curry stated that NO new trust companies would be chartered by the OCC without FDIC insurance, effectively eliminating the OCC option. • OCC and FDIC talked for years with no resolution – FDIC seemingly not interested in insurance for ITCs beyond what they have now. • In the new “Fintech” regulations, the OCC decided that it did have the right/ability to resolve non-depository entities and charter a new breed of financial institution. We’re still waiting to see how this plays out.