Thank you for your consideration, and if you have further questions or you need more information, please do not hesitate to contact me.

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1 Dc (6 pgs) September 23, 2011 Michael Caballer Internatinal Tax Cunsel United States Department f the Treasury 1500 Pennsylvania Avenue, NW Washingtn, DC Michael Danilack Deputy Cmmissiner (Internatinal) Large Business and Internatinal Divisin Internal Revenue Service 1111 Cnstitutin Avenue, NW Washingtn, DC Dear Mr. Caballer and Mr. Danilack: Please find enclsed infrmatin develped with clients regarding the Freign Accunt Tax Cmpliance Act ("FATCA") that may be helpful t yu as yu prepare guidance n implementing FATCA. The cmments are a wrking draft and nt exhaustive but include suggestins the IRS and Treasury may find helpful as it cnsiders the "diligent review" standard fr reviewing Private Banking and ther high value accunts under FATCA. As the IRS and Treasury release guidance and the financial cmmunity cntinues its wrk n the implementatin f FATCA, additinal issues will likely cme t light that will generate cntinued dialgue. Thank yu fr yur cnsideratin, and if yu have further questins r yu need mre infrmatin, please d nt hesitate t cntact me. Very truly yurs, Rbert Glennn cc: Michael H. Plwgian Office f the Internatinal Tax Cunsel United States Department f the Treasury Enclsure(s)

2 Dc (6 pgs) Suggestins fr Varius Prcedures fr FFIs t cmply with "Diligent Review" f Private Banking Accunts as Required by Ntice Issue: Ntice requires all FFIs with Private Banking ("PB") accunts t cnduct a "diligent review" f all such accunts f "paper and electrnic accunt files and ther recrds" fr each PB client. The pen-ended nature f this language wuld seem t require extensive review f numerus electrnic and paper recrds fr each PB client in rder t cmply with the diligence requirements in the Ntice. This review is extremely time cnsuming, and, as a result, quite cstly. In rder t perfrm due diligence n PB accunts, but with an eye n mre cst-effective methds f review, we believe that FFIs shuld have several ptins available t cmplete their "diligent review" f accunts. The advantage t having several ptins is that FFIs can chse the ptin that best suits the specific accunt they are trying t review. We believe this apprach still accmplishes the gal f ensuring prper review f every PB accunt. General Pints n PB Diligent Review Cnsistent with ther cmments submitted, we wuld seek t add t the PB accunt definitin the requirement that an accunt must have a year-end balance f at least $500,000 n 12/31/2012 t be defined as a pre-existing PB accunt. In additin, we believe an additinal cnditin t being a PB accunt shuld be that the accunt was managed in the nrmal curse f business by a private banking relatinship manager wh, as f January 1, , (r under the FFI's plicies wuld have had) had respnsibility fr 20 r fewer private banking relatinships. Cnsistent with the rules fr nn-pb accunts in Ntice , in 2016 FFIs will review all accunts t determine if any accunts that previusly did nt have the minimum $500,000 year-end balance have nw reached that threshld. Given the amunt f wrk invlved in diligent review f pre-existing PB accunts, FFIs shuld have 2 years (nt 1 year) frm the effective date f their FFI agreements t perfrm these steps. T the extent the methds belw are adpted fr PB accunts, they shuld als apply fr purpses f the diligent search f high value ($500,000 r mre) accunts (with the exclusin f the RM review in Methd 1). Three Methds t Cmpleting Diligent Review Belw are 3 effective methds we believe a FFI can utilize t satisfy its diligent review requirements: Methd 1: Cnduct an electrnic search f its client ID / custmer database with minimum required fields ppulated Methd 2: Obtain a nn-us status declaratin frm the beneficial wner f the accunt Methd 3: Perfrm a Targeted File Review 1 January 1, 2011 was picked as it is a date in a past s an FFI cannt manipulate the rule. The date the Prpsed Regulatins are published wuld als achieve this purpse.

3 Dc (6 pgs) Methd 1 - Electrnic Search Only if Database has Minimum Required Infrmatin T the extent that an FFI has natinality, dmicile and crrespndence address infrmatin in its electrnic database, the FFI can cnduct an electrnic-nly review f accunts. T the extent the electrnic search identified accunts with US indicia, the FFI wuld take actin cnsistent with the Ntice. Once the FFI perfrms the electrnic search n PB accunts, as utlined abve, the FFI wuld btain frm the respnsible RM a cnfirmatin that, t the best f their knwledge (withut ding any dcument review), they are nt aware f any changes being necessary t the status f any client that is identified as nn-us. In ur view the RM review is f value nly in an electrnic-nly search. Methd 2 - Obtain a Nn-US Status Declaratin An FFI culd als meet its due diligence bligatins by cllecting a nn-us status declaratin frm a PB client. The FFI wuld send the relevant clients a mailing with the declaratin frm in their respective language, alng with a Frm W-9 in case the persn is a US taxpayer. The mailing wuld allw accunt hlders t fill ut a paper frm r, in sme cases (e.g., nly ne accunt wner), a Web-based frm. Accunts with mre than ne signature wuld require btaining paper frms frm each signatry. Even thugh this apprach des require the FFI t prcess paper respnses, using barcde technlgy, we expect t be able t scan the respnse frms int ur systems which greatly reduces the manual wrk f prcessing the frms. In additin, because these frms can be reprduced in many languages, there is a greater prbability f prcuring respnses frm clients. At sme pint during the 2-year review prcess, if the FFI has nt received a respnse frm a client, the FFI wuld still be able t perfrm the limited file review utlined in Methd 3 belw in lieu f receiving the nn-us status declaratin. The benefit f having bth Methds 2 and 3 available is if an FFI elects either methd, the FFI may always use the ther apprach fr any accunts where an issue arises (e.g., existing files are incmplete r client desn't send back the declaratin frm). A draft f a sample nn-us status declaratin frm is attached. Methd 3 - Targeted File Review Absent further guidance n the dcuments required t cmplete a diligent review, a FFI culd be frced t scrutinize extensive dcumentatin t feel cnfident it has thrughly reviewed the accunt - a very expensive and extremely time-cnsuming prpsitin with likely limited upside. A targeted file review is mre apprpriate under these circumstances. In perfrming such a targeted file review, the FFI wuld be required t inspect: the mst recent cpy f a gvernment issued ID n file; the mst recent accunt pening / relatinship cntract; the mst recent frm used by the FFI listing the beneficial wners f an accunt under their AML / KYC prcedures; any Pwer f Attrney/ Signatry Authrity frms currently n file and in effect; and any standing instructins t transfer funds received t an accunt lcated in the US T the extent an accunt will have US indicia, an FFI shuld be able t spt the indicia in these files T the extent the FFI has a W-8BEN and ther dcumentary evidence n file, n further review shuld be required since such dcumentatin shuld rebut any US indicia ther than citizenship.

4 Dc (6 pgs) Use f Frensic Sftware t Expedite Limited Accunt Review Frensic sftware allws paper dcuments t be scanned int cmputers and then digitally searched using queries. The sftware prvides fr a mre efficient, and likely mre accurate, search f paper dcuments fr infrmatin. This type f sftware is available frm varius vendrs and is used currently in litigatin discvery. Use f this tl des require scanning dcuments, which is labr-intensive, and requires manual review f false psitives r dcuments that the sftware cannt decipher. The use f OCR technlgy and keywrd searches reduces the pprtunity fr errrs than perfrming a pure manual review. In additin, the tl prvides an audit trail that can help a cmpany dcument that it is meeting its bligatins under FATCA. Althugh frensic review culd help make searches mre cst-efficient than a full manual review, it is still essential that a FFI be able t cmplete its diligent review thrugh a limited examinatin f the dcuments referred t abve.

5 Dc (6 pgs) SAMPLE Declaratin f Status as "Nn-U.S. Persn" r "U.S. Persn" 2 Accunt Hlder 3 Name Street/N. Cuntry Citizenship(s) First Name Zip cde/twn Date f birth (dd.mm.yyyy) This declaratin refers t accunt n(s).: (hereinafter referred t as the Client) Due t the United States withhlding tax regulatins, and t enable [Bank] (hereinafter referred t as the Bank) t crrectly determine the status and qualificatin f the Client fr purpses f U.S. withhlding tax as a "Nn-U.S. Persn" r "U.S. Persn", the undersigned Client hereby makes and cnfirms the fllwing Declaratins t the Bank: 1. Declaratin f Status (individuals) With regard t the abve accunt(s), please check the apprpriate bx: a) Are yu a U.S. citizen? (sle r dual citizenship) yes n b) Are yu a "U.S. resident alien"? yes n (lawful permanent resident, e.g., "green card" hlder, r anyne wh meets the "substantial physical presence" test, see 5. belw) c) Were yu brn in the United States? yes n D If yu were brn in the United States but believe that yu are nnetheless nt a "US Persn" under US tax principles, please prvide US IRS Frm W-8BEN and apprpriate evidence dcumenting the relinquishment f yur U.S. citizen status. 2 T be kept n file internally with the Bank nly The hlder is the persn in whse name the accunt is held. If in name f mre than ne accunt hlder, each hlder must fill ut and sign separate frms. 4 List all citizenships, if mre than ne.

6 Dc (6 pgs) d) Are yu a "U.S. Persn" under U.S. tax principles,. i. fr any ther reasn? yes n (e.g., dual residency, spuse filing jintly, relinquishing U.S. citizenship r lng-term permanent residency in the U.S., thers) Please state the reasn: 2. Beneficial Ownership The undersigned Client hereby declares that he/she is the beneficial wner accrding t U.S. tax principles f the assets and incme t which this frm relates. 3. Change f Circumstances in Status as Nn-U.S. Persn The undersigned Client undertakes t ntify the Bank if his/her status as a Nn-U.S. Persn under U.S. tax principles changes t the status f a U.S. Persn under U.S. tax principles and agrees t prvide a US IRS Frm W-9 and apprpriate waivers t the Bank. 4 "Substantial Physical Presence" Test Yu qualify as a "permanent resident" f the United States if yu meet the s-called "substantial presence test." T meet this test, yu must have been physically present in the United States n at least 31 days during the current year, and 183 days during the 3 year perid that includes the current year and the 2 years immediately befre. Fr details in terms f hw t cunt days fr these purpses, yu shuld cnsult the IRS website: Place, date Client's signature X