June 29, 2020

Mr. Gabriel Rosenberg

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Dear Mr. Rosenberg:

This responds to the letter dated June 22, 2020, submitted on behalf of Bank of 

America Corporation, Charlotte, North Carolina, addressed to the Office of the Comptroller of 

the Currency (“OCC”), the Board of Governors of the Federal Reserve System (“Board”), and 

the Federal Deposit Insurance Corporation (“FDIC”) (collectively, the “Agencies”) regarding 

your request for an exemption under each of the Agencies’ respective qualified financial contract 

stay rules (collectively, the “QFC Stay Rules”) for certain contracts.

1 Specifically, you have 

requested an exemption from the requirements of 12 CFR 252.83 for any covered QFC that is a 

“non-U.S. non-linked contract” and for which each party to the covered QFC (other than the 

covered entity) is a counterparty that is not a covered entity or excluded bank (the “Relief 

Request QFCs”).2 Your letter also requested an extension of time to conform the Relief Request 

QFCs to the requirements of the QFC Stay Rules until the Agencies determine whether the 

requested relief is appropriate under the standards set forth in the QFC Stay Rules. 

Acting pursuant to authority delegated by the Board and having considered all 

relevant facts, I grant an extension of time until October 1, 2020. Under this extension of time, 

the previously granted extension of time with respect to the Relief Request QFCs entered into by 

any covered entity that would have been subject to either the July 1, 2019, or January 1, 2020,

compliance date is extended until October 1, 2020. The Board is taking no action on your 

request for an exemption at this time. Should the Board deny in whole or in part the requested 

exemption for the Relief Request QFCs, staff would recommend that Bank of America be 

permitted some period from the date of any such denial to conform all affected QFCs to the 

requirements of the Board’s QFC Stay Rule.

 1 12 CFR part 47 (OCC); 12 CFR part 252, subpart I (Board); and 12 CFR part 382 (FDIC).

2

 Definitions related to the scope of the Relief Request QFCs are set out in the Appendix. 
Board staff has consulted with staff of the OCC and FDIC with respect to this

extension of time, and OCC and FDIC staff have advised Board staff that they do not object to 

this extension. 

This action may be revised or revoked based on changes to applicable regulations

or other relevant factors. This action is based on all the facts of record, including the information 

discussed above, and the representations in your submissions and supplemental information. 

Any material change in those facts or representations could affect this approval and should be 

communicated promptly to Board staff.

Please contact Lucy Chang at (202) 475-6331 or Evan Hechtman at (202) 263-

4810, both of the Board’s Legal Division, or Lesley Chao at (202) 974-7063 or Rebecca Alper at 

(202) 475-6321, both of the Board’s Division of Supervision and Regulation, if you have any 

questions.

Very truly yours,

(Signed) Ann E. Misback

Ann E. Misback

Secretary of the Board

cc: Office of the Comptroller of the Currency

Federal Deposit Insurance Corporation

Erika White, Davis Polk & Wardwell LLP
Appendix

1. For purposes of this extension of time, the following definitions apply: 

a. “Affiliate” has the same meaning as in 12 CFR 252.2.

b. “Linked” has the same meaning as in 12 CFR 380.12(b)(1).

c. “Non-U.S. non-linked contract” is defined as a QFC that meets all of the 

following:

i. No party to the QFC is a covered entity

A. that is incorporated in or organized under the laws of the United 

States or any State;

B. whose principal place of business is located in the United States, 

including any State; or

C. that is a U.S. branch or U.S. agency; 

ii. The QFC is not guaranteed or otherwise supported by an affiliate of a 

covered entity that is a party to the QFC that could itself be placed into a 

U.S. special resolution regime; 

iii. The QFC is not linked to an affiliate of a covered entity that is a party to 

the QFC; and

iv. The QFC contains no default rights that could be exercised against any 

other covered entity that itself could be placed into a U.S. special 

resolution regime.

d. “Support” has the same meaning as in 12 CFR 380.12(b)(3).

e. “State” has the same meaning as in 12 CFR 252.2(y).

f. “U.S. agency” has the same meaning as in 12 CFR 252.2(bb).

g. “U.S. branch” has the same meaning as in 12 CFR 252.2(cc).

h. “U.S. special resolution regime” has the same meaning as in 12 CFR 252.81.