# OCC Interpretive Letter No. 996: Letter finds that national bank is authorized, pursuant to 12 CFR 5.36, to acquire non-controlling interest in an LLC that generates New Markets Tax Credits

> Federal · Agency guidance · In force

URL: https://www.frixlaw.com/law-library/statutes/OCC_INT0996

## Section

- **Citation:** OCC Interpretive Letter No. 996
- **Heading:** Letter finds that national bank is authorized, pursuant to 12 CFR 5.36, to acquire non-controlling interest in an LLC that generates New Markets Tax Credits
- **Jurisdiction:** Federal
- **Kind:** Agency guidance
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** OCC Interpretive Letters / Letter finds that national bank is authorized, pursuant to 12 CFR 5.36, to acquire non-controlling interest in an LLC that generates New Markets Tax Credits.

## Text

O

Comptroller of the Currency
Administrator of National Banks

Washington, DC 20219

July 6, 2004 Interpretive Letter #996
July 2004
Lee R. Symcox 12 USC 24(7)
President
First Fidelity Bank, N.A.
P.O. Box 32282
Oklahoma City, OK 73123

Re: Request for Legal Opinion

Dear Mr. Symcox:

This letter is in response to your April 5, 2004, request for confirmation that First Fidelity
Bank, N.A. (“Bank”), may lawfully acquire a non-controlling equity interest in MetaMarkets
OK, LLC (“Company”), a Delaware limited liability company, for the purpose of making loans
that qualify for the New Markets Tax Credits (“Tax Credits”). For the reasons set forth below,
we conclude that the Bank is legally authorized to acquire and hold the interest in the Company,
in the manner and as described herein.

A.
Background

The Bank proposes to make an investment of approximately $19 million in the Company.
The Company is a subsidiary of MetaFund Corporation (“MetaFund”), an Oklahoma not-for-
profit corporation. Both the Company and MetaFund are Community Development Entities
(“CDEs”) for purposes of the New Markets Tax Credit program.1 MetaFund, including the
Company, has been awarded an allocation of Tax Credits. The Bank proposes to make its non-
controlling equity investment in a preferred series of membership units of the Company in order
to receive a share of the Tax Credits.2

1 Under the New Markets Tax Credit program, once a CDE is awarded Tax Credit allocations, the
CDE is authorized to allocate its given amount of Tax Credits to private equity investors in the CDE. See
26 U.S.C. § 45D and 26 C.F.R. § 1.45D-IT. For more information on the New Markets Tax Credit
program, see http://www.cdfifund.gov/programs/nmtc/
rder
to receive a share of the Tax Credits.2

1 Under the New Markets Tax Credit program, once a CDE is awarded Tax Credit allocations, the
CDE is authorized to allocate its given amount of Tax Credits to private equity investors in the CDE. See
26 U.S.C. § 45D and 26 C.F.R. § 1.45D-IT. For more information on the New Markets Tax Credit
program, see http://www.cdfifund.gov/programs/nmtc/.
2 The Bank currently has an investment in MetaFund of approximately $750,000. This
investment was made pursuant to 12 C.F.R. Part 24. The Bank represents that at no time would its
interests in the Company exceed 49 percent of the Company’s outstanding membership units.

- 2 -

Per the Draft LLC Agreement (“LLC Agreement”),3 the Company will issue multiple
series of preferred membership units. LLC Agreement § 3.2(a). Any individual series of
preferred membership units may be held by one or more investors. The capital raised by the
subscription to each individual series of membership units will be segregated and maintained in a
separate investment account (“Separate Account”), and the funds in each Separate Account will
be used to make investments separate and apart from investments made with funds from any
other investment account (“Separate Investments”). LLC Agreement §§ 2.6 and 3.2. All credits,
debits, profits, and losses – including the Tax Credits – generated in a Separate Account by the
Separate Investments will flow only to the member or members owning the related membership
units. LLC Agreement § 3.2(b). If more capital is required for a series of preferred membership
units, the Company’s Manager, MetaFund, may issue additional preferred membership units, but
only with the consent of the majority of holders of units in that series. LLC Agreement § 3.2(d).

The nature of each Separate Investment will be determined by the Manager in
consultation with investors who owns the related membership units
ore capital is required for a series of preferred membership
units, the Company’s Manager, MetaFund, may issue additional preferred membership units, but
only with the consent of the majority of holders of units in that series. LLC Agreement § 3.2(d).

The nature of each Separate Investment will be determined by the Manager in
consultation with investors who owns the related membership units. LLC Agreement § 6.1.4
According to the LLC Agreement, the Company’s stated purpose is to raise capital for
investment in and lending to small businesses located in low-income communities in the state of
Oklahoma.

The Bank will acquire all of the Series B preferred membership units. The Subscription
Agreement for the Series B preferred membership units will provide that capital raised by the
Bank’s subscription to the Series B units will be used to engage in only those activities
permissible for national banks. In addition, the Bank, the Company, and MetaFund represent
that the Separate Investments made with the funds raised by the Bank’s subscription to the Series
B units will be limited to national bank permissible activities, namely lending. The Bank has
approximately $16 million in pending Tax Credits-qualifying loans that it would fund if it could
claim the Tax Credits for these loans. The Manager, in consultation with the Bank, would use
the capital raised by the Bank’s subscription to the Series B preferred membership units to make
these loans. The Bank would also service these loans.

B.
Discussion

The OCC has traditionally recognized the authority of national banks to organize and
perform any of their lawful activities in a reasonable and convenient manner not prohibited by
law, including through associated corporate structures.5 The recognition of such authority

3 The Bank and MetaFund represent that the Draft LLC Agreement will be executed in
substantially the form as submitted with the Bank’s legal opinion request
nd
perform any of their lawful activities in a reasonable and convenient manner not prohibited by
law, including through associated corporate structures.5 The recognition of such authority

3 The Bank and MetaFund represent that the Draft LLC Agreement will be executed in
substantially the form as submitted with the Bank’s legal opinion request.
4 In matters related to a Separate Investment requiring a vote, only the members holding a series
of preferred membership units associated with the Separate Investment will have the right to vote. LLC
Agreement § 8.4(a).

5 See, e.g., Interpretive Letter No. 943, reprinted in [Current Transfer Binder] Fed. Banking L.
Rep. (CCH) ¶ 81-468 (July 24, 2002); Interpretive Letter No. 890, reprinted in [2000-2001 Transfer
Binder] Fed. Banking L. Rep. (CCH) ¶ 81-409 (May 15, 2000); Interpretive Letter No. 645, reprinted in
[1994 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 83,554 (Apr. 29, 1994); Interpretive Letter No.
423, reprinted in [1988-1989 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 85,647 (Apr. 11, 1988);

- 3 -
provides a national bank with a significant degree of flexibility to organize its activities in a
manner most efficient to the bank. Our precedent letters have authorized the national bank’s
participation in authorized activities through alternate corporate structures provided that two
necessary attributes are present: (1) the entity in which the bank invests is engaged in bank
permissible activities, and the bank is able to prevent the entity from engaging in other activities;
and (2) the bank is shielded from unlimited liability for the acts of other investors.6 OCC
precedent on non-controlling investments have refined and expanded these attributes, concluding
that national banks are legally permitted to make a non-controlling investment in an enterprise
provided four standards (discussed below) are met.

1
o prevent the entity from engaging in other activities;
and (2) the bank is shielded from unlimited liability for the acts of other investors.6 OCC
precedent on non-controlling investments have refined and expanded these attributes, concluding
that national banks are legally permitted to make a non-controlling investment in an enterprise
provided four standards (discussed below) are met.

1.
The Bank’s Proposed Investment in the Company Satisfies These Two
Necessary Attributes

As described above, the LLC Agreement structures the Company as a series of
independent Separate Accounts.7 Each Separate Account will be funded and managed independ-
ently of the other Separate Accounts. The funds in each Separate Account will be used to make
investments separate and apart from investments made with funds from any other Separate
Account. The nature of investments made with funds from a Separate Account will be
determined by the Manager in consultation with only the investor who owns the related
membership units. All credits, debits, profits, and losses – including the Tax Credits – generated
in a Separate Account will flow only to the member or members owning the related membership
units. Therefore, as structured, each Separate Account is the functional equivalent of separate,
independent business enterprise.8

In considering the separate nature of business enterprises, courts have reviewed a number
of factors, including the commingling of funds between enterprises, the transfer of funds
between enterprises, the sharing of profits and losses between enterprises, common control

Interpretive Letter No. 289, reprinted in [1983-1984 Transfer Binder] Fed. Banking L. Rep. (CCH)
¶ 85,453 (May 15, 1984).
6 E.g., Interpretive Letter No. 645, supra. See also Interpretive Letter No. 423, supra;
Interpretive Letter No. 289, supra
f funds
between enterprises, the sharing of profits and losses between enterprises, common control

Interpretive Letter No. 289, reprinted in [1983-1984 Transfer Binder] Fed. Banking L. Rep. (CCH)
¶ 85,453 (May 15, 1984).
6 E.g., Interpretive Letter No. 645, supra. See also Interpretive Letter No. 423, supra;
Interpretive Letter No. 289, supra.
7 MetaFund has organized the Company in the manner described above – with discrete Separate
Accounts each making its own Separate Investments – in order to make more efficient use of its
administrative resources as Manager of the Company. MetaFund believes that this structure is more
efficient and more workable than any alternative structure (such as the creation of multiple subsidiary
limited liability companies).
8 The organizational structure of the Company is permissible under Delaware state law. See De.
Code. Ann. §§ 18-215(a) (“A limited liability company agreement may establish or provide for the
establishment of 1 or more designated series of members … having separate rights, powers or duties …
and any such series may have a separate business purpose or investment objective.”) and 18-1101(b) (“It
is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the
enforceability of limited liability company agreements.”). Although MetaFund could accomplish the
same results by structuring each Separate Account as a separate limited liability company, doing so is
neither consistent with the concept of corporate flexibility nor necessary in order for the Bank’s
investment to be permissible.
imum effect to the principle of freedom of contract and to the
enforceability of limited liability company agreements.”). Although MetaFund could accomplish the
same results by structuring each Separate Account as a separate limited liability company, doing so is
neither consistent with the concept of corporate flexibility nor necessary in order for the Bank’s
investment to be permissible.

- 4 -
between the enterprises, and one enterprise’s guarantee of the liabilities of another enterprise.9
The presence of one or more of these factors may result in the separateness of the enterprises
being disregarded. Significantly, none of these factors is present here. The Bank’s funds
invested in the Company will be placed in a Separate Account, not to be commingled with other
invested funds. The Bank will be the only investor to receive the returns – positive or negative –
and the Tax Credits generated by its lending activities. Investors in other series of preferred
membership units will have no interest in the returns and Tax Credits generated by the Bank’s
activities, and the Bank will have no interest in the returns and Tax Credits generated by the
activities of the owners of the other series of preferred membership units. The Bank will have no
influence or control over these other activities, just as other investors will have no influence or
control over the Bank’s activities. Finally, the Bank will not be responsible for liabilities arising
in other Separate Accounts – the Bank’s invested funds will not be transferred to other investors’
accounts, and the Bank will not provide any guarantees.

By being the sole subscriber to the Series B preferred membership units, the Bank’s
investment in the Company will satisfy both necessary attributes. The Bank’s investment in the
Series B preferred membership units will enable the Bank, through the Company, to engage in
lending and loan servicing
not be transferred to other investors’
accounts, and the Bank will not provide any guarantees.

By being the sole subscriber to the Series B preferred membership units, the Bank’s
investment in the Company will satisfy both necessary attributes. The Bank’s investment in the
Series B preferred membership units will enable the Bank, through the Company, to engage in
lending and loan servicing. Both activities are permissible for national banks10 and, therefore,
the separate, independent business enterprise in which the Bank will invest will engage in only
bank permissible activities. As the sole subscriber to its membership units, the Bank will have
sufficient control over its Separate Account to ensure that it engages in only bank permissible
activities. While investors in other series may engage in activities that would not be permissible
for national banks, these other investors would do so through their own separate business
enterprises, i.e., their own Separate Accounts.

Moreover, the Bank will be shielded from unlimited liability for the acts of other
investors. Because there will be no other subscribers to the Series B preferred membership units,
the Bank need not be concerned about the acts of other investors in its separate, independent
business enterprise. More broadly, the LLC Agreement ensures that the Bank will not be
responsible for liabilities arising in other Separate Accounts. To this end, the funds in the Bank’s
Separate Account will not be transferred to other investors’ accounts, and the returns – positive
or negative – generated by the Bank’s separate, independent business enterprise will flow only to
the Bank.

9 See, e.g., Sea-Land Services v. Pepper Source, 941 F.2d 519, 520 (7th Cir. 1991); Froemming v.
Gate City Fed. Sav. & Loan Ass’n, 822 F.2d 723 (8th Cir. 1987); Krivo Industrial Supply Co. v. National
Distillers & Chemical Corp., 483 F.2d 1098, 1103 (5th Cir
d by the Bank’s separate, independent business enterprise will flow only to
the Bank.

9 See, e.g., Sea-Land Services v. Pepper Source, 941 F.2d 519, 520 (7th Cir. 1991); Froemming v.
Gate City Fed. Sav. & Loan Ass’n, 822 F.2d 723 (8th Cir. 1987); Krivo Industrial Supply Co. v. National
Distillers & Chemical Corp., 483 F.2d 1098, 1103 (5th Cir. 1973), reh’g denied, 490 F.2d 916 (1974); In
re Sheridan, 187 B.R. 611, 614 (N.D. Ill.), aff’d 57 F.3d 627 (7th Cir. 1995); Campo v. 1st Nationwide
Bank, 857 F. Supp. 264, 271 (E.D.N.Y. 1994).
10 12 U.S.C. § 24(Seventh); 12 C.F.R. § 5.34(e)(5)(v)(C) and (D).

- 5 -
2.
The Bank’s Proposed Investment in the Company Satisfies the Four-Part Test
for Non-Controlling Investments

National banks may make a non-controlling investment in an enterprise provided four
standards, distilled from our previous decisions in the area of permissible non-controlling
investments for national banks and their subsidiaries, are satisfied. Based upon the facts
presented, the Bank’s proposed acquisition satisfies these four standards.11

a.
The activities of the enterprise in which the investment is made must be
limited to activities that are part of, or incidental to, the business of
banking (or otherwise authorized for a national bank).

This standard ensures that the “bank’s participation [is] in an otherwise permissible
activity.”12 As described in detail above, the Bank’s investment in the Series B preferred
membership units will enable the Bank to engage in lending and loan servicing. Both activities
are permissible for national banks. Therefore, the first standard is satisfied.

b.
The bank must be able to prevent the enterprise from engaging in
activities that do not meet the foregoing standard, or be able to withdraw
its investment.

This is an obvious corollary to the first standard
in lending and loan servicing. Both activities
are permissible for national banks. Therefore, the first standard is satisfied.

b.
The bank must be able to prevent the enterprise from engaging in
activities that do not meet the foregoing standard, or be able to withdraw
its investment.

This is an obvious corollary to the first standard. It is not sufficient that the entity’s
activities are permissible at the time a bank initially acquires its interest; they must also remain
permissible for as long as the bank retains an ownership interest.

The Subscription Agreement for the Series B preferred membership units will provide
that capital raised by the Bank’s subscription to the Series B units will be used to engage in only
those activities permissible for national banks. Furthermore, the Bank, the Company, and the
Manager represent that the Bank’s activities will be limited to national bank permissible
activities, namely lending and loan servicing. In addition, should the capital raised by the Bank’s
subscription to the Series B units be used to engage activities that are not permissible for national
banks, the LLC Agreement provides the means for the Bank to transfer its units. Therefore, the
second standard is satisfied.

11 See, e.g., Interpretive Letter No. 943, supra; Interpretive Letter No. 890, supra; Interpretive
Letter No. 854, reprinted in [1998-1999 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 81-311 (Feb. 25,
1999); Interpretive Letter No. 692, reprinted in [1995-1996 Transfer Binder] Fed. Banking L. Rep.
(CCH) ¶ 81,007 (Nov. 1, 1995).

12 Letter from Robert B. Serino, Deputy Chief Counsel (Nov. 9, 1992) (unpublished). Accord
Interpretive Letter No. 909, reprinted in [2000-2001 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 81-
434 (May 2, 2001).
der] Fed. Banking L. Rep. (CCH) ¶ 81-311 (Feb. 25,
1999); Interpretive Letter No. 692, reprinted in [1995-1996 Transfer Binder] Fed. Banking L. Rep.
(CCH) ¶ 81,007 (Nov. 1, 1995).

12 Letter from Robert B. Serino, Deputy Chief Counsel (Nov. 9, 1992) (unpublished). Accord
Interpretive Letter No. 909, reprinted in [2000-2001 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 81-
434 (May 2, 2001).

- 6 -
c.
The bank’s loss exposure must be limited, as a legal and accounting
matter, and the bank must not have open-ended liability for the obligations
of the enterprise.

(i)
Loss exposure from a legal standpoint.

A primary concern of the OCC is that national banks should not be subject to undue risk.
Where an investing bank will not control the operations of the entity in which the bank holds an
interest, it is important that the national bank’s investment not expose the bank to unlimited
liability. As described above, the Company is structured as a series of separate, independent
business enterprises, with no liability running across Separate Accounts. As a result, the Bank
would not be exposed to unlimited liability. Moreover, as a legal matter, an investor in a
Delaware limited liability company will not incur liability with respect to the liabilities or
obligations of a limited liability company solely by reason of being a member or manager of the
company.13 The Bank’s loss exposure for the liabilities of the Company will be limited to the
amount of its investment.
t be exposed to unlimited liability. Moreover, as a legal matter, an investor in a
Delaware limited liability company will not incur liability with respect to the liabilities or
obligations of a limited liability company solely by reason of being a member or manager of the
company.13 The Bank’s loss exposure for the liabilities of the Company will be limited to the
amount of its investment.

(ii)
Loss exposure from an economic standpoint.

In assessing a national bank’s loss exposure as an accounting matter, the OCC has
previously noted that the appropriate accounting treatment for a bank’s minority investment in a
corporate entity is to report it as an unconsolidated entity under the equity or cost method of
accounting.14 The Bank has represented that it will account for its ownership interest in the Bank
according to the cost or equity method of accounting, which will satisfy the OCC’s requirements
in this regard.

Therefore, for both legal and accounting purposes, the Bank’s potential loss exposure
arising from its investment in the Company should be limited to the amount of its investment.
Since that exposure will be quantifiable and controllable, the third standard is satisfied.

d.
The investment must be convenient or useful to the bank in carrying out its
business and not a mere passive investment unrelated to that bank’s
banking business.

A national bank’s investment in an enterprise or entity must also satisfy the requirement
that the investment have a beneficial connection to the bank’s business, i.e., be convenient or
useful to the investing bank’s business activities, and not constitute a mere passive investment
unrelated to that bank’s banking business. Twelve U.S.C. § 24(Seventh) gives national banks
incidental powers that are “necessary” to carry on the business of banking. “Necessary” has

13 See Del. Code Ann. Title 6, § 18-303 (2003).
14 Interpretive Letter No
’s business, i.e., be convenient or
useful to the investing bank’s business activities, and not constitute a mere passive investment
unrelated to that bank’s banking business. Twelve U.S.C. § 24(Seventh) gives national banks
incidental powers that are “necessary” to carry on the business of banking. “Necessary” has

13 See Del. Code Ann. Title 6, § 18-303 (2003).
14 Interpretive Letter No. 970, reprinted in [Current Transfer Binder] Fed. Banking L. Rep.
(CCH) ¶ 81,495 (Jun. 25, 2003).

- 7 -
been judicially construed to mean “convenient or useful.”15 OCC precedents on non-controlling
investments by national banks have indicated that the investment must be convenient or useful to
the bank in conducting that bank’s business. The investment must benefit or facilitate that
business and cannot be a mere passive or speculative investment.16

In this instance, the Bank’s ownership of the Series B preferred membership units will be
neither passive nor speculative, and this ownership interest will be convenient and useful for the
Bank. Through its investment, the Bank will increase its lending to small businesses located in
low-income communities in the state of Oklahoma. By conducting the lending through the
Company, the Bank’s loans will qualify for and the Bank will receive the Tax Credits. In
addition, the Bank will service the loans. Accordingly, the fourth standard is satisfied.

C.
Conclusion

Based upon the information and representations provided by the Bank, and for the
reasons discussed above, it is my opinion that the Bank may make a non-controlling equity
investment in the Company, subject to the following conditions:

(1)
The Separate Account funded by the Series B preferred membership units shall
engage only in activities that are permissible for a national bank;
ion

Based upon the information and representations provided by the Bank, and for the
reasons discussed above, it is my opinion that the Bank may make a non-controlling equity
investment in the Company, subject to the following conditions:

(1)
The Separate Account funded by the Series B preferred membership units shall
engage only in activities that are permissible for a national bank;

(2)
The Bank shall ensure that the activities of the Separate Account funded by the Series
B preferred membership units are consistent with condition (1) above, and shall
withdraw from the Company in the event that the Separate Account funded by the
Series B preferred membership units engages in an activity that is inconsistent with
condition (1).

(3)
The Bank shall account for its investment in the Company under the equity or cost
method of accounting; and

(4)
The Company, to the extent of the Bank’s investment, shall be subject to OCC
supervision and examination subject to the limitations and requirements of 12 U.S.C.
§§ 1820a and 1831v.

These conditions are conditions imposed in writing by the OCC in connection with this
opinion letter stating that the Bank’s investment in the Company is permissible under 12 U.S.C.
§ 24(Seventh). As such, these conditions may be enforced in proceedings under applicable law.

15 Arnold Tours v. Camp, 472 F.2d 427, 432 (1st Cir., 1972).
16 See, e.g., Interpretive Letter No. 970, supra; Interpretive Letter No. 875, reprinted in [1999-
2000 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 81-369 (Oct. 31, 1999); Interpretive Letter No. 543,
reprinted in [1990-1991 Transfer Binder] Fed. Banking L. Rep. (CCH) ¶ 83,255 (Feb. 13, 1991).

- 8 -

If you have any questions, please contact Steven Key, Senior Attorney, Bank Activities
and Structure Division, at (202) 874-5300.

Sincerely,

signed

Julie L. Williams
First Senior Deputy Comptroller and Chief Counsel

## Nearby sections

- [OCC Interpretive Letter No. 719 Letter concludes that an ESOP is a "company' for purposes of 12 U.S.C. 371c and that an ESOP that controls at least 25% of a bank's voting stock is an "affiliate" under sec. 371c (supersedes existing OCC interpretive letter #261). (10/26/89)](https://www.frixlaw.com/law-library/statutes/OCC_INT0719.md)
- [OCC Interpretive Letter No. 720 Group of affiliate national banks may collectively own, through operating subsidiaries, minority interest in a merchant credit card processing subsidiary. (01/26/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0720.md)
- [OCC Interpretive Letter No. 722 A national bank may invest CIF assets in mutual funds, including mutual funds that pay the bank a servicing fee, without the bank having to reduce its trustee fees, if the bank concludes, based upon a reasoned opinion of trust counsel, that such an arrangement is authorized by applicable state law, is consistent with the trust instrument, is appropriate for the particular trust accounts, and is consistent with OCC regulations, including in particular 12 C.F.R. 9.18(b)(12). (03/12/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0722.md)
- [OCC Interpretive Letter No. 724 Bank can sell vehicle service contracts to customers who use home equity loan proceeds to purchase a vehicle, and the maturity of the service contract may be different from the maturity of the loan. (04/22/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0724.md)
- [OCC Interpretive Letter No. 725 National bank to establish an operating subsidiary to engage in permissible derivatives-related activities. (05/10/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0725.md)
- [OCC Interpretive Letter No. 726 Letter concerns the application of the Community Reinvestment Act (CRA) regulations to financial institutions' support of microenterprise lending programs. (06/21/96).](https://www.frixlaw.com/law-library/statutes/OCC_INT0726.md)
- [OCC Interpretive Letter No. 730 Letter concludes that loans proposed by the bank to an unaffiliated distributor of mutual funds would not be subject to interaffiliate lending restrictions contained in 12 U.S.C. 371C. (05/29/96).](https://www.frixlaw.com/law-library/statutes/OCC_INT0730.md)
- [OCC Interpretive Letter No. 732 National bank may make a 5.5% investment in software company which is engaged in the design, development, marketing and maintenance of a network for electronic funds transfers and electronic data interchange, including transacting electronic commerce and marketing software products for use on its world-wide electronic commerce network. (05/10/96).](https://www.frixlaw.com/law-library/statutes/OCC_INT0732.md)
- [OCC Interpretive Letter No. 733 National bank receiver is subject to the rights of secured creditors and creditors entitled to setoff. U.S. legal principles regarding enforcement of security interests are applicable to a receivership of a federal branch or agency conducted under National Bank Act. Therefore, receiver of an uninsured federal branch or agency does not have the right to interfere with the rights of secured creditors, including application of collateral held in U.S. to obligations of a non-U.S. office of the bank. (06/19/96).](https://www.frixlaw.com/law-library/statutes/OCC_INT0733.md)
- [OCC Interpretive Letter No. 736 Lending limit exception for participations not limited to banks. Non-banks may act as participants. (07/25/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0736.md)
- [OCC Interpretive Letter No. 737 Huntington National Bank's acquisition of minority interest in a limited liability company providing stored value systems. (08/19/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0737.md)
- [OCC Interpretive Letter No. 738 National bank's participation in a guaranty issued by an agent for a syndication of lenders with respect to their borrower's letter of credit reimbursement obligations to another bank or financial institution is permissible under I.R. 7.1016. (08/14/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0738.md)
- [OCC Interpretive Letter No. 740 Letter advises the Bank as follows: 1) The question of whether "salary" as used in 12 C.F.R. 2.4 includes an officer's base salary, bonuses, director's fees and/or any other compensation paid by the Bank must be determined by the Bank's management; 2) the question of whether the payment bonuses for credit life sales under 12 C.F.R. 2.4 is based on salary received by the recipient in a calendar year, a fiscal year, or any 12-month period must be determined by the Bank's management; and 3) pursuant to 12 C.F.R. 2.4, if the Bank's CEO is a loan officer and the CEO participates in the bonus plan under which payments based on credit life insurance sales are made, the CEO must be included in averaging the salaries of loan officers that participate in the Bank's bonus or incentive plan. (08/19/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0740.md)
- [OCC Interpretive Letter No. 741 National bank may acquire majority interest in company which operates call center facility which operates programs by which potential customers for new or used automobiles may access databases containing information on the used and new car inventories of numerous automobile dealerships in its metropolitan area. (08/19/96)](https://www.frixlaw.com/law-library/statutes/OCC_INT0741.md)

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/OCC_INT0996. Check the current official text before relying on it. Not legal advice.