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| ## Comptroller of the Currency                                        |
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| > **Administrator of National Banks**                                 |
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Washington, D.C.

**Corporate Decision #2005-02**

**April 2005**

March 24, 2005

William J. Sweet. Jr., Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue, N.W.

Washington, D.C. 20005-2111

Re: **JPMorgan Chase Bank, N.A., Acquisition of Vastera, Inc.,**

**as an Operating Subsidiary (Application Control Number
2005-ML-08-0001)**

Dear Mr. Sweet:

This is in response to the operating subsidiary application, dated
February 16, 2005, you submitted on behalf of JPMorgan Chase Bank,
National Association, New York, New York ("JPMCB" or the "Bank"). JPMCB
seeks the approval of the Office of the Comptroller of the Currency
("OCC") to acquire Vastera, Inc., ("Vastera" or the "Company"). Vastera
provides global trade management services. JPMCB's Global Trade unit
currently also offers a wide range of trade-related services. The
Vastera activities will be combined with the Bank's existing activities
to create a more comprehensive package of services. For the reasons set
forth below, we believe the activities are within national banks'
banking powers and that JPMCB has the capacity to conduct them in a safe
and sound manner. Accordingly, JPMCB's application to acquire Vastera as
an operating subsidiary is approved.

**I. BACKGROUND**

**A. The Bank's Global Trade Business**

JPMCB's Global Trade business provides trade-related services to
corporations and financial institutions globally. Global Trade offers
customers various products and services necessary for the import and
export of goods. Global Trade issues letters of credit, advises and
confirms letters of credit issued by other financial institutions,
provides payments under letters of credit, commits to provide standby
letters of credit, facilitates bank to bank payment settlement and
provides other services. Global Trade utilizes public and private
insurance to allocate and distribute its own and its customers\' risk
for trade instruments and serves as a riskless collection agent,
handling the documentary exchange and settlement and ensuring a fair
exchange of documents and payment in cross-border trade transactions. It
also offers services for operational risk management and compliance
associated with cross-border trades and can assist customers with
external logistics coordination.

**B. Vastera and its Business**

Vastera engages in a variety of global trade management services.
Vastera\'s products and services enable clients to manage the global
import and export of goods. Vastera provides these services from
locations throughout the country and through subsidiaries established in
other countries.[^1] Vastera's business is comprised of several parts,
described below.

***1. Global Trade Content Database.*** Vastera\'s Global Trade Content
(\"GTC\") database is an electronic collection of proprietary processes,
data, rules and regulations. The GTC database contains information
regarding country-specific trade regulations, including updates,
proposals and forms, trade data, government denied party lists,
regulation updates and notices and trade committee meeting information.
Vastera employs an experienced, full-time staff to track trade
regulations and maintain the accuracy and currency of the GTC database.

**2. *TradeSphere and Other Software Applications.*** TradeSphere, which
forms an integral part of the GTC database, is a combination of software
applications designed to streamline and automate the exchange of
information necessary to complete the cross-border movement of goods.
The software applications access the GTC database and create the
information and documents needed for managing trade transactions.[^2]

The components of TradeSphere are available to customers on a term
license, perpetual license, transaction fee basis or as a hosted
solution. These end-users may then use TradeSphere to gather and verify
information necessary for the import and export of goods based on order
and shipment information provided, and input by, the customer. For the
implementation of Vastera software solutions, Vastera\'s professional
services staff design, install, configure and integrate customized
TradeSphere solutions for customers. To maximize the utility of
TradeSphere to these customers, Vastera staff assists clients throughout
the implementation phase, provides extensive documentation instructions
and offers training classes to aid customers in understanding
TradeSphere\'s functions.

**3. *Managed Services.*** Vastera\'s Managed Services business assists
customers in managing their global trade operations. The services
offered by the Managed Services business may broadly be classified into
six categories: document preparation; advice on customs and duties;
trade compliance; advising on suppliers and shippers as vendors to the
customer; order and shipment tracking; and vendor contract management.
These services are described in Part II-B below in connection with the
legal analysis of each service.

**4. *Trade Management Consulting.*** Vastera's trade management
consulting services include compliance assessments, design of processes
and procedures and implementation of designed processes and procedures.
These services are designed to assist customers in making their existing
processes more efficient through implementation of Vastera\'s products
and services. The consulting services are directly related to the
Company\'s products and services and correlate to the areas in which the
Company also provides Managed Services.

**C. The Bank's Primary Business Reasons for Acquiring Vastera**

The addition of Vastera will enable the Bank's Global Trade unit to
become engaged with clients earlier and to better understand the total
needs of a customer. The expansion of the Bank's traditional Global
Trade capabilities will allow the Bank to more effectively meet
customers' needs and expectations for integrated trade solutions. The
Bank currently works with Vastera to jointly offer their respective
services to clients. By acquiring Vastera, the Bank can integrate the
parallel services more closely.

The Bank\'s proposed acquisition of Vastera is a competitive response to
efforts by other firms engaged in transportation and shipment to provide
financing for trade as part of a complete package of services for
customers seeking a single provider for their global trade requirements.
The Bank has observed that it is increasingly competing for its trade
finance business with non-bank shippers and other trade services
companies that provide a comprehensive package of finance and trade
services. The acquisition of Vastera would enable the Bank to couple
Vastera\'s services with those of the Trade Finance business to offer
customers a package of trade-related finance and services that would be
more competitive with other companies than would be the case with the
Bank offering solely finance services.

**II. DISCUSSION**

A national bank may engage in activities pursuant to 12 U.S.C.
§ 24(Seventh) if the activities are part of, or incidental to, the
business of banking. The Supreme Court has held that this authority is a
broad grant of power to engage in the business of banking, including not
only the five specifically recited powers but also the business of
banking as a whole.[^3] Many activities not included in the express
powers are part of the business of banking. Over the years, many
judicial cases[^4] and OCC precedents[^5] have explored the scope of the
"business of banking." Based on this experience, the OCC has distilled
several considerations used in determining whether an activity is part
of the business of banking.[^6]

The Supreme Court also made it clear that national banks are also
authorized to engage in an activity that is incidental to the
performance of the five enumerated powers or incidental to the
performance of another activity that is part of the business of
banking.[^7] Incidental activities are activities that are permissible
for national banks, not because they are one of the activities expressly
authorized for banks or another activity within the business of banking,
but rather because they are convenient or useful to the performance of
those activities.[^8]

**A. Global Trade Content Database and TradeSphere Software**

The majority of Vastera's activities involve the maintenance of the
Global Trade Content database ("GTC"), the development and maintenance
of the TradeSphere and other software applications for using the
database and generating the information and documents needed for trade
management, and making the database and software available for clients
for the clients' use.[^9] These activities are clearly within the
business of banking under long-established precedents permitting
national banks to engage in data processing activities involving
banking, financial, or economic data.[^10]

The development and maintenance of the GTC database is part of the
business of banking because the underlying data is economic in nature.
Economic data includes data that is valuable to the making of banking
and financial decisions. 12 C.F.R. § 7.5006(a). In making financial
decisions regarding cross-border transactions, the GTC database enables
a user, among other things, to calculate prospective tariffs, select
necessary paperwork and determine whether a country maintains cumbersome
regulations that would burden or prohibit the import or export of its
goods. This information permits a user to make informed cost-benefit and
risk analyses before proceeding with an import or export decision. Thus,
it is valuable in the making of a financial decision.

Similarly, TradeSphere also involves predominantly banking, financial
and economic data, and so it may be sold or licensed by the Bank as part
of the business of banking. In addition, national banks may sell and
license software that \"performs a function or service that banks have
traditionally performed . . . for their customers.\"[^11] The
TradeSphere software facilitates the completion of paperwork necessary
for the import and export of goods and also permits the exchange of data
between the customer\'s system and the TradeSphere database. This data
is economic, and banks have traditionally aided the completion of other
types of economic paperwork including credit applications, loan
documentation, tax forms and creation of invoices and monthly
statements. Thus, the Bank is permitted to sell and license TradeSphere
as part of the business of banking.

Finally, the Bank may sell services including the design, installation,
configuration and integration of TradeSphere to its banking and
non-banking customers, as part of the business of banking. Because the
Bank is permitted to maintain the GTC database and sell and license
TradeSphere to customers, it is also permitted to offer advisory and
consulting services, including advice on hardware and software
requirements, related to the customer's use of TradeSphere and to
provide advice to customers on how to install and use TradeSphere
optimally.[^12] Thus, the sale of services related to the TradeSphere
database is a permissible activity for the Bank.

**B. Managed Services**

***1. Document Preparation.*** Vastera assists customers in the
production and completion of the paperwork necessary for the import and
export of goods. Vastera uses its TradeSphere database to select the
required documentation and to automatically complete the information on
those documents based on order and shipment information provided by the
customer to Vastera and input into TradeSphere. Vastera\'s data
processing capabilities include completion of information on affidavits,
applications, certificates, petitions, invoices, advices, letters of
credit, other finance documentation and other types of forms.

The preparation by the Bank of such trade-related documentation for
customers is functionally equivalent to, or a logical outgrowth of, a
recognized banking activity, and is similar to many other document
preparation activities in which banks have engaged. Financial and
trade-related document preparation is an activity in which banks engage
extensively on their own behalf and for third parties as part of other
permitted activities.[^13]

Moreover, preparation of financial and trade-related documents for
internal and third-party use is a core expertise of JPMCB.[^14] The
"logical outgrowth" component of the analysis of the business of banking
"recognizes that the 'business of banking' is defined not only by the
services and products that banks provide, but also by the core
competencies that banks use to produce them."[^15] Through the
acquisition of Vastera, the Bank will merely extend its existing
capabilities to a broader array of customs and trade forms and
documentation.

In addition, this extension of the Bank's financial and trade-related
document preparation services responds to customer needs, since it will
be useful for customers to have a broader range of trade documents
provided by one supplier. The risks involved are similar to those in
preparing the documents the Bank already prepares. Therefore, we
conclude Vastera's trade-related document preparation activities are
part of the business of banking.

***2. Customs and Duties Services.*** Vastera provides information to
its Managed Services customers on applicable customs and duties
requirements at points of entry and exit worldwide. Vastera provides
outsourcing and advice as to local customs and duties requirements,
regulations and fees, duties provisions and the necessary documentation
related thereto. These outsourcing services also include the provision
of information and advice on the classification of goods and services
for duties and fee schedules in the United States and elsewhere. Because
Vastera offers such information, it must be, and is, licensed by the
U.S. Customs Service as a customs broker. Vastera, however, does not
serve, or hold itself out, as a customs broker; Vastera\'s primary role
is to serve as an information intermediary, advisor and liaison between
its customers, various customs services and acting customs brokers.[^16]

The provision of customs and duties services and information is part of
the recognized banking activity of offering financial advice,
counseling, information, and processing. National banks are permitted to
offer many different types of financial and investment advice and
counseling.[^17] In particular, national banks are permitted to provide
tax planning and preparation services.[^18] Advice on customs, duties,
and tariffs, as well as preparing related forms and documents, is
similar to tax planning and preparation. The OCC also has permitted
national banks to provide financial information and advice to customers
with respect to other governmental requirements and benefits, such as
private benefit plans, welfare and Medicare programs, that are similar
to advice on governmental requirements for customs and duties.[^19]
Thus, we believe the proposed customs and duties services are
permissible for the Bank.

***3. Trade Compliance Information and Advice.*** Vastera assists its
Managed Services customers in compliance with applicable U.S. and
foreign trade laws, including the provisions of the Office of Foreign
Assets Control and anti-money laundering regulations. The company
assists customers in determining the proper licensing jurisdictions as
well as relevant requirements for such licenses. Vastera can verify
compliance with U.S. export and import regulations and assist in the
completion of and filing of license applications with U.S. regulatory
authorities. Vastera staff also perform compliance assessments, design
compliance processes and procedures and implement such measures for
customers.

Just as with the customs and duties services and information discussed
above, the provision of information and advice on trade compliance
matters is part of the recognized banking activity of offering financial
advice, counseling, information, and processing. Trade compliance advice
involves assisting the customer in structuring trade transactions to
comply with various countries' trade laws and thereby minimize financial
risks. It is thus similar to other activities permitted for banks in
which the banks advise customers on the conduct of some aspect of their
business, including in particular conducting the business in compliance
with government requirements.[^20]

The Bank already engages in similar activities. Through its global
operations and in particular its existing Global Trade operations, the
Bank has developed expertise on the requirements for conducting business
in a variety of countries.[^21] Thus, the offering of similar services,
in the form of trade compliance advice, involves core competencies the
Bank has developed in its international operations and trade finance
business. The "logical outgrowth" component of the analysis of the
business of banking "recognizes that the 'business of banking' is
defined not only by the services and products that banks provide, but
also by the core competencies that banks use to produce them."[^22] With
Vastera, the Bank will extend its existing capabilities to a broader
array of trade-related compliance information and advice.

In addition, in view of the similarity of the new trade compliance
advice to the activities in which the Bank is already engaged, the risks
of the new activity are similar in nature to those already assumed by
the Bank. We note that the Bank represents it has extensive risk
management in place to manage these risks. The Bank employs an
experienced and well-trained team to provide advice and counseling on a
wide array of Global Trade issues. The Bank has taken suitable steps to
control the risks associated with providing financial and transactional
advisory services, including keeping adequate records of the advice
rendered, obtaining appropriate insurance coverage, and ensuring that
the staff rendering the advice is competent, trustworthy, and has
appropriate credentials. Therefore, we conclude Vastera's trade
compliance information and advice activities are part of the business of
banking.

***4. Performance Management Advice on Suppliers and Shippers.***
Vastera maintains information that enables it to advise customers in
comparing the costs of various shipping routes, and finding the best
suppliers and shippers for a customer's needs. Vastera has developed an
extensive knowledge of the participants in the supply and shipping
industries. As part of its Managed Services business, Vastera monitors
the performance of suppliers and shippers in complying with customs
requirements, assesses the performance of shippers and suppliers at each
stage of the import/export process, and assists in the resolution of
discrepancies between such parties and its customers.

Much of this activity is another type of the recognized banking activity
of offering financial and economic advice. It involves assisting the
customer in comparing the relative costs of alternative routes and the
costs of using a particular supplier or shipper, including costs due to
lack of timely performance. Some aspects of the activity relate to the
advice on customs and duties and trade compliance discussed above,
inasmuch as it involves monitoring the suppliers' and shippers'
compliance. Some aspects of the activity are permissible under the
authority of national banks to act as finders.[^23] Thus, this activity
is part of the business of banking. To the extent that some portion of
it is found not to be part of the business of banking, it is incidental
to the business of banking, as discussed in subsection II-B-7 below.

***5. Order and Shipment Tracking.*** Vastera tracks when a client has
placed an order and forecasts when an order will be needed. It tracks
shipments from supplier through the shipper to delivery to the client.
Vastera assists in the management of shipment delays, obtains missing
information and resolves missing information issues and forwards reports
to the appropriate logistics partners, including customs brokers,
freight forwarders and carriers, on behalf of its customers.

Much of this activity is another type of the recognized banking activity
of offering financial and economic advice. It involves assisting the
customer in optimizing utilization of capital and managing their
financing needs by keeping track of shipments that replace inventory and
determining when the customer will need to make payments.

The Bank currently engages in similar activities. As part of its payment
processing and financing business, the Bank has developed the capacity
to track orders and shipments.[^24] The Bank has developed a core
competency in the tracking of information including the status of
letters of credit, trade and cash transactions and the balances of
accounts. Thus, the offering of similar services, in the form of more
comprehensive order and shipment tracking, involves core competencies
the Bank has developed in its international operations and trade finance
business. Through the acquisition of Vastera, the Bank will merely
extend its existing capabilities to a broader array of order and
shipment tracking. Thus, this order and shipment tracking activity is
part of the business of banking. To the extent that some portion of it
is found not to be part of the business of banking, it is incidental to
the business of banking, as discussed in subsection II-B-7 below.

***6. Vendor Contract Management.*** Vastera assists its customers in
managing their relationships with vendors and customs brokers. The
Company monitors the performance of venders and certain brokers and
benchmarks it against the contractual terms, industry practice,
customer-established performance metrics and standards or a combination
thereof. After engaging in a performance review of a customer\'s
vendors, Vastera develops processes and specific procedures to correct
any identified deficiencies.

Vastera's vendor contract management activities are permissible for the
Bank as an incidental power. A national bank may engage in an activity
if it is incidental to the performance of an activity that is part of
the business of banking.[^25] In performing the foregoing five aspects
of the Managed Services business and in other aspects of the trade
finance and trade facilitation relationship, the Bank would already be
dealing with the vendors. The addition of the vendor management function
increases the usefulness of the overall package of services for
customers and so enhances the Bank's ability to market the overall
package of services. Moreover, as discussed in the next subsection,
customers expect a unified provision of services, and the Bank would be
at a disadvantage in the marketplace if it did not offer vendor
management in its package. Thus, the provision of vendor management
services is permissible as an incidental power.

***7. Managed Services, Individually and Together, are Reasonably
Necessary to Provide Banking Products on a Competitive Basis.*** As set
out above, we believe that the first five Managed Services (document
preparation; customs and duties services; trade compliance information
and advice; performance management advice on suppliers and shippers; and
order and shipment tracking) are part of the business of banking and
that the sixth Managed Service (vendor contract management) is
incidental to the business of banking. In addition, we also believe
that, if some portion of the first five Managed Services were found not
to be part of business of banking, it would nevertheless be incidental
to the business of banking and so within the authority of section
24(Seventh).[^26]

The Bank believes the addition of the Vastera services to its existing
Global Trade business is reasonably necessary to create a package of
services to remain competitive in the market. Trade customers
increasingly are looking for a global trade service provider that offers
\"one-stop shopping\" for import/export transactions. Customers in the
import/export business have come to expect the provision of coordinated
services, as offered by many of the Bank's and Vastera's competitors.
Global trade services are offered by both banks and nonbanks. Nonbank
global trade service providers already can offer the trade management
services that Vastera offers, as well as offering financing products.
These competitors have increased their market shares by introducing
packaged trade solutions.

The Bank proposes to acquire Vastera to supplement the services that are
currently provided through its Trade Finance division. The Bank has
observed that it is increasingly competing for its trade finance
business with non-bank shippers and other trade services companies that
provide a comprehensive package of finance and trade services. The
acquisition of Vastera would enable the Bank to offer customers a
package of trade-related services that would be more competitive with
other companies in the market. Thus we conclude that, any portion of the
Managed Services that were to be found not to be part of the business of
banking would be incidental to the business of banking when it is part
of a broad offering of a range of trade-related services.

**C. Trade Management Consulting**

In its Trade Management Consulting business, Vastera offers a service in
which it reviews a client's existing trade management processes,
recommends changes, and assists in implementing changes. The service is
designed to assist customers in making their existing processes more
efficient and effective through implementation of Vastera\'s products
and services; the consulting services are directly related to the
Company\'s products and services.

This activity is part of the business of banking for a bank, like JPMCB
after the acquisition, that is authorized to directly provide trade
management services. If a bank can directly offer a particular service
to a customer, then it can advise the customer on how to perform the
service for itself or advise the customer on how to obtain the service
from another supplier and monitor the other supplier's performance of
the service for the customer. There have been prior examples of the OCC
approving a bank to offer advice and consulting services to customers
about a banking product, separate from offering the product itself.[^27]
However, the principle itself is almost self-evident: if a bank has the
power to offer a product or service, it can offer advice about that
product or service. It is, as it were, a "lesser included power."

**D. Risk Assessment / Safety and Soundness Review**

The foregoing analysis establishes that the activities performed by
Vastera are part of the business of banking or incidental to the
business of banking and so are within the activities authorized for
national banks under 12 U.S.C. § 24(Seventh). However, for a particular
bank to permissibly engage in these activities, the bank must have the
systems and controls, and the general capacity, to conduct the activity
in compliance with applicable law and in a safe and sound manner.

JPMCB has that capacity with respect to the Vastera activities. The
activities are similar to those already conducted in the Bank's Global
Trade business. The types of risk -- primarily operational, but also
legal and reputation -- are similar to those the Bank already manages in
that business. The Bank conducted extensive due diligence procedures in
determining to proceed with the Vastera acquisition. Bank
representatives reviewed Vastera\'s material documents and also
conducted management due diligence sessions with representatives from
each of Vastera\'s principal divisions. In addition, the Bank has
operated a contractual joint venture with Vastera for the past one and a
half years. Under this arrangement, the Bank made Vastera\'s services
available to its customers. This has provided the Bank an opportunity to
assess Vastera\'s operations.

In the Bank's assessment of the risks involved in Vastera's business, it
identified the potential liability for failure to render competent
advice and for negligent errors and omissions in the transactions
handled. In particular, such an error could arise with a customs duties
classification because such classifications are technical and require
the exercise of judgment. Since the business depends on the GTC database
and knowledgeable staff, the Bank also identified a risk that Vastera\'s
senior management and those responsible for maintaining the GTC database
may leave the combined company at some future juncture.

The Bank has undertaken to take suitable steps to control these risks.
The Bank will draft engagement letters that define the scope of advice
to be rendered and limit the Bank\'s liability for such advice. It will
also keep adequate records of the advice rendered and obtain appropriate
insurance coverage. Moreover, the Bank will only render advice on
banking services in which it has actual, direct experience and will
avoid managing or controlling any advisee.

The Bank will ensure that the staff rendering advice is competent,
trustworthy, and has appropriate professional credentials. Each member
of Vastera\'s senior management has extensive experience in the
technology industry, and many, including those supervising the
maintenance of the GTC database, hold broad expertise in issues related
to the import and export of goods. Moreover, retention agreements will
be executed with members of Vastera\'s senior management team.

In an attempt to avoid conflicts of interest, the Bank will not enter
into, without disclosure, relationships or incentive arrangements with
third-party hardware and software providers to endorse or recommend
particular hardware or software products that relate to the provision of
Vastera\'s services by the Bank. Finally, the Bank will disclose to
Vastera\'s consulting clients any other situations where it develops an
interest in promoting specific technologies or configurations related to
the provision of Vastera\'s services by the Bank.

With these risk mitigation measures, which address concerns raised in
OCC precedent,[^28] the Bank believes it can ensure that these
activities are conducted in a safe and sound manner.

**III. CONCLUSION**

For the reasons set forth above, and based on the representations and
commitments of the applicant, we find that the activities performed by
Vastera are part of the business of banking or incidental to the
business of banking under 12 U.S.C. § 24(Seventh). JPMCB's systems and
controls also are sufficient to enable it to conduct the activities in a
safe and sound manner. Accordingly, the Bank's application to acquire
Vastera as an operating subsidiary under 12 C.F.R. § 5.34 is hereby
approved. [^29]

Very truly yours,

**-signed-**

Daniel P. Stipano

Acting Chief Counsel

[^1]: Vastera's operations in the United States would become an
    operating subsidiary of JPMCB. Vastera's subsidiaries in foreign
    countries would be transferred to JPMCB's Edge Act subsidiary.

[^2]: The TradeSphere suite of applications includes: (1) TradeSphere
    Restricted Party Screening, a robust name matching technology with
    workflow tools for screening of business entities against
    international government and country denied party lists and country
    level export controls; (2) TradeSphere Exporter, a complete export
    management tool based on international government regulations and
    export requirements of major nations around the world. It includes a
    rules database that provides accurate, compliant international
    export documentation that clears customs faster and reduces order
    cycle times; (3) TradeSphere Importer, an import management solution
    that automates the import data flow from product creation to
    warehouse receipt; (4) TradeSphere Customs Manager, a customs
    compliance software package allowing self-filers to file entries
    with customs organizations in the United States, Canada and the
    United Kingdom; it streamlines process flows and allows Vastera\'s
    customers to track events throughout the entire import transaction;
    (5) TradeSphere Finance, a tool providing importers control over
    global trade financial transactions, providing the latest details,
    status, and performance of all related transactions; and (6)
    TradeSphere Transit & Statistics, a World Customs Organization
    approved automated system for goods moving within the European Union
    that provides transportation filing capabilities for New
    Computerized Transit System and Intrastat reporting, both of which
    are computerized reporting systems relating to the transportation of
    goods. Vastera also manages other software applications that are not
    part of TradeSphere and makes these applications available to
    customers on a limited basis.

[^3]: *NationsBank of North Carolina, N.A. v. Variable Annuity Life
    Insurance Co.*, 513 U.S. 251, 257-58 & n.2 (1995) ("*VALIC*").

[^4]: *See, e.g., Merchants' National Bank of Boston v. The State
    National Bank of Boston*, 77 U.S. 604, 648 (1871) (certification of
    checks has grown out of the business needs of the country); *M & M
    Leasing Corp. v. Seattle First National Bank*, 563 F.2d 1377,
    1382-83 (9^th^ Cir. 1977), *cert. denied*, 436 U.S. 956 (1978)
    (personal property lease financing is "functionally interchangeable"
    with the express power to loan money on personal security);
    *American Insurance Association v. Clarke*, 865 F.2d 278, 282-83
    (D.C. Cir. 1988) (standby letters of credit to insure municipal
    bonds is "functionally equivalent" to the issuance of a standby
    letter of credit).

[^5]: *See, e.g.,* OCC Interpretive Letter No. 961 (March 17, 2003); OCC
    Conditional Approval No. 267 (January 12, 1998); OCC Interpretive
    Letter No. 494 (December 20, 1989).

[^6]: These considerations are: (1) whether the activity is the
    functional equivalent to, or a logical outgrowth of, a recognized
    banking activity; (2) whether the activity strengthens the bank by
    responding to customer needs or otherwise benefiting its customers
    or its business; (3) whether the activity involves risks similar in
    nature to those already assumed by banks; and (4) whether the
    activity is authorized for state-chartered banks. *See, e.g.,* OCC
    Corporate Decision No. 98-51 (November 30, 1998); OCC Interpretive
    Letter No. 731 (July 1, 1996); OCC Interpretive Letter No. 494
    (December 20, 1989). In 2002, the OCC expressly included these
    considerations in our regulations in the particular context of
    determining whether an electronic activity is part of the business
    of banking. *See* 12 C.F.R. § 7.5001(c).

[^7]: *VALIC,* 513 U.S. at 257-58.

[^8]: *See, e.g.,* *Bank of America v. City & County of San Francisco,*
    309 F.3d 551, 562 (9^th^ Cir. 2002) ("\[t\]he incidental powers of
    national banks are thus not limited to activities deemed essential
    to the exercise of enumerated powers but include activities closely
    related to banking and useful in carrying out the business of
    banking."); *Arnold Tours, Inc. v. Camp,* 472 F.2d 427, 431-32
    (1^st^ Cir. 1972).

[^9]: The Global Trade Content database and TradeSphere software are
    also the foundation for Vastera's offering of Managed Services for
    customers.

[^10]: The OCC has codified this well-established position in 12 C.F.R.
    § 7.5006(a). *See also* OCC Corporate Decision No. 2003-6 (March 17,
    2003); OCC Corporate Decision No. 2002-11 (June 28, 2002); OCC
    Conditional Approval No. 289 (October 2, 1998); OCC Interpretive
    Letter No. 677 (June 28, 1995). *Cf. Association of Data Processing
    Servicing Organizations, Inc. v. Board of Governors of the Federal
    Reserve System,* 745 F.2d 677 (D.C. Cir. 1984) (similar finding that
    such data processing is closely related to banking under the Bank
    Holding Company Act).

[^11]: OCC Corporate Decision 2003-6 (March 17, 2003) (permitting a
    national bank to sell and license software that automatically
    collects information on corporate credit cards).\\

[^12]: See, e.g., OCC Corporate Decision 2002-11 (permitting an
    operating subsidiary to provide advisory and consulting services
    regarding hardware, software and other technologies necessary to use
    the bank\'s electronic services).

[^13]: *See, e.g.,* OCC Interpretive Letter No. 718 (March 14, 1996)
    (national bank providing billing, collection, and claims-processing
    services); OCC Interpretive Letter No. 712 (February 29, 1996)
    (same); OCC Corporate Decision No. 98-13 (February 9, 1998)
    (authorizing a national bank to collect premiums, remit funds to
    appropriate governmental agencies and complete associated insurance
    claim forms); OCC Conditional Approval No. 304 (March 5, 1999) (bill
    presentment, billing, and collecting activities); OCC Corporate
    Decision No. 2000-08 (June 1, 2000) (permitting a national bank to
    provide hosted merchants with information and reports relative to
    transactions on the merchants\' websites); OCC Interpretive Letter
    No. 741 (August 19, 1996) (allowing a national bank to maintain
    comprehensive systems that allow car dealers to track customer
    referrals and generate market statistics); OCC Interpretive Letter
    No. 737 (August 19, 1996) (granting a national bank permission to
    provide transaction and information processing services to support
    stored value systems).

[^14]: In its Global Trade business, the Bank already generates
    documents similar to those involved in Vastera's activities,
    including letters of credit, standby letters of credit, guarantees,
    credit agreements and agreements to negotiate. The Bank, through its
    TradeDoc database, also electronically creates trade documentation
    for its customers and third parties under powers of attorney,
    including preparation of forms such as invoices, certificates of
    origin, drafts, insurance certificates, transport documents, packing
    lists, certificates of quality, advance shipment notices, warranty
    certificates, weight certificates, beneficiary
    statements/certificates and other certificates.

[^15]: OCC Conditional Approval No. 267 (January 12, 1998) (page 12).
    *See also* OCC Interpretive Letter No. 928 (December 24, 2001).

[^16]: Although Vastera maintains its customs broker license only
    because it is required for the customs information services it
    provides and does not serve as a customs broker, we note the OCC
    previously opined that national banks may act as customshouse
    brokers as part of the bank's business of financing goods moving in
    international trade. *See, e.g.,* Letter from Chief National Bank
    Examiner F. H. Ellis to Union National Bank of Little Rock (May 11,
    1971) (unpublished); Letter from Comptroller of the Currency William
    B. Camp to the National Customs Brokers & Forwarders Association of
    America, Inc. (December 21, 1967) (unpublished).

[^17]: *See* 12 C.F.R. § 5.34(e)(5)(v)(I) & (K) (investment advice and
    financial advice in operating subsidiaries among activities eligible
    for notice process). *See also Comptroller's Licensing Manual,*
    Investment in Subsidiaries and Equities Booklet (April 1998) (pages
    61-67) (compilation of OCC precedents on financial advice and
    investment advice by national bank operating subsidiaries).

[^18]: *See* 12 C.F.R. § 7.1008 (national banks may assist customers in
    preparing tax returns). *See also* 12 C.F.R. § 5.34(e)(5)(v)(J) (tax
    planning and preparation in operating subsidiaries among activities
    eligible for notice process). *See also Comptroller's Licensing
    Manual,* Investment in Subsidiaries and Equities Booklet
    (April 1998) (page 63) (compilation of OCC precedents on tax
    planning and preparation by national bank operating subsidiaries).

[^19]: *See, e.g.,* OCC Corporate Decision No. 2000-11 (June 24, 2000)
    (permitting a national bank to provide government welfare-to-work
    counseling since it is financial planning and involves expenses
    common to many business enterprises); OCC Corporate Decision No.
    99-43 (November 29, 1999) (permitting a national bank to provide
    employee relocation benefits consulting to small- and medium-sized
    business customers); OCC Corporate Decision 98-51 (November 30,
    1998) (allowing the provision by a national bank of employee
    benefits advisory services); OCC Corporate Decision No. 98-13
    (February 9, 1998) (health benefits consulting for employers).

[^20]: *See, e.g.,* OCC Corporate Decision No. 98-51 (November 30, 1998)
    (national bank advising customers on employee benefit plans,
    including compliance with government requirements); OCC Corporate
    Decision No. 98-13 (February 9, 1998) (national bank operating
    subsidiary contracts with federal government and state governments
    to provide Medicare and Medicaid enrollment and insurance benefits
    counseling to program beneficiaries); OCC Corporate Decision No.
    2000-11 (June 24, 2000) (national bank administering welfare-to-work
    programs under government contracts).

[^21]: The Bank\'s internal compliance departments are organized to
    provide internal advice on country-specific regulations including
    the requirements of the Office of Foreign Assets Control, as well as
    anti-moneylaundering, import, export and embargo provisions. The
    Bank\'s Global Trade business licenses to its customers software
    that assists in complying with certain regulatory requirements and
    assessing and identifying operational risks related to internal
    processes and external events including threats of terrorism,
    political instability and accounting fraud.

[^22]: OCC Conditional Approval No. 267 (January 12, 1998) (page 12).
    *See also* OCC Interpretive Letter No. 928 (December 24, 2001).

[^23]: As a finder a national bank may "identify potential parties, make
    inquiries as to interest, introduce or arrange contacts or meetings
    of interested parties, act as an intermediary between interested
    parties, and otherwise bring parties together for a transaction that
    the parties themselves negotiate and consummate.\" 12 C.F.R.
    § 7.1002.

[^24]: For example, as part of the Bank\'s letter of credit business,
    the Bank provides tracking services in connection with the freight
    that is the subject of a letter of credit. The Bank monitors supply
    chain events because of their impact on financial events in the
    Bank's processing of payment flows under letters of credit and
    documentary collections. Since the Bank already tracks shipments to
    some extent for its own financial purposes, it can use the same
    information to assist the client manage workflow and inventory.

[^25]: *See, e.g.,* *NationsBank of North Carolina, N.A. v. Variable
    Life Annuity Co.*, 513 U.S. 251 (1995); OCC Interpretive Letter No.
    928 (December 24, 2001); OCC Interpretive Letter No. 742 (August 19,
    1996).

[^26]: ^?^ Under the incidental powers of 12 U.S.C. § 24(Seventh),
    national banks may offer even nonbanking services when it is
    convenient or useful to the provision of banking services.

    > The OCC has long held that, under their incidental powers,
    > national banks may sell non-banking products and services when
    > reasonably necessary to provide banking products on a competitive
    > basis by creating a package of related services needed to satisfy
    > consumer demand, meet market competition, and enable the Bank to
    > successfully market its banking services.

    OCC Interpretive Letter No. 928 (December 24, 2001) (page 4)
    (building of websites for participating merchants as part of a
    commercial Internet services package). *See also* OCC Interpretive
    Letter No. 742 (August 19, 1996) (allowing a national bank to offer
    Internet access service to aid in marketing of the bank\'s Internet
    banking services); OCC Interpretive Letter No. 345 (July 9, 1985)
    (sale of general purpose computer hardware when inclusion in overall
    financial services package is useful for marketing the package).

[^27]: *See, e.g.,* OCC Interpretive Letter No. 928 (December 24, 2001)
    (advice to customers on maintaining security of information on
    bank-hosted website where bank could provide safekeeping and
    security services directly to its customers on the information); OCC
    Interpretive Letter No. 567 (October 29, 1991) (providing consulting
    services to clients regarding personal property leases).

[^28]: *See* OCC Corporate Decision 2002-11 (June 28, 2002)
    (recommending measures to minimize the risks associated with the
    provision of technology consulting services); OCC Interpretive
    Letter No. 928 (December 24, 2001) (enumerating special precautions
    that should be adopted by banks offering technical advice).

[^29]: This approval, and the activities and communications by OCC
    employees in connection with the filing, do not constitute a
    contract, express or implied, or any other obligation binding upon
    the OCC, the United States, any agency or entity of the United
    States, or an officer or employee of the United States, and do not
    affect the ability of the OCC to exercise its supervisory,
    regulatory, and examination authorities under applicable law and
    regulations. The foregoing may not be waived or modified by any
    employee or agent of the OCC or the United States.