September 28, 2005
Response of the Office of Chief Counsel
Federal Home Loan Bank of Pittsburgh
Based on the facts presented in your letter, the Division of Corporation Finance concurs in the views expressed in your letter regarding the effect of voluntary registration under Section 12(g) of the Securities Exchange Act of 1934 on the treatment of the Federal Home Loan Bank of Pittsburgh and its securities under the Securities Act of 1933, the Exchange Act and the Trust Indenture Act of 1939.
The Division of Market Regulation has asked us to inform you that, based on the facts presented in your letter, the Division of Market Regulation concurs in the views expressed in your letter regarding the effect of voluntary registration under Section 12(g) of the Exchange Act on the treatment of the Federal Home Loan Bank of Pittsburgh and its securities under the Exchange Act.
The Division of Investment Management has asked us to inform you that, based on the facts presented in your letter, the Division of Investment Management concurs in the views expressed in your letter regarding the effect of voluntary registration under Section 12(g) of the Exchange Act on the treatment of the Federal Home Loan Bank of Pittsburgh and its securities under the Investment Company Act of 1940.
The above positions are based solely on the facts presented in your letter. Any different facts or circumstances might require another conclusion. In particular, your letter and our response of course do not extend to situations where material information is omitted that would be necessary to be included to make the statements made, in light of the circumstances in which they are made, not misleading.
Associate Director - Legal
September 28, 2005
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Dubberly:
On behalf of the Federal Home Loan Bank of Pittsburgh (the "FHLBank" and collectively with the other Federal Home Loan Banks, the "FHLBanks"), I am writing to express my appreciation for the time and counsel that you have provided to assist the individual FHLBanks in evaluating the issues pertaining to the registration of their capital stock under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we have not to date filed periodic reports with the Securities and Exchange Commission (the "SEC"), we have made available to our respective members a substantial amount of information through periodic disclosures. The Office of Finance, as agent for the FHLBanks, also provides substantial periodic disclosures about the FHLBanks individually and the FHLBank System as a whole in connection with our issuance of consolidated obligations in the debt markets.
Voluntary registration under the Exchange Act will subject the FHLBanks and their members to additional provisions of the Exchange Act and to the SEC's enforcement jurisdiction thereunder. In connection with the FHLBanks' voluntary registration of their capital stock under Section 12 of the Exchange Act and pursuant to the meetings and discussions we have had, we are seeking the Staff's concurrence with our view that voluntary registration will not cause any alteration of the existing treatment of the FHLBanks and the stockholders of FHLBanks with regard to whether:
We are also seeking the Staff's concurrence with our view that, despite registration of the FHLBanks' capital stock under section 12(g) of the Exchange Act, the following Exchange Act requirements will be deemed inapplicable to the FHLBanks and the holders of FHLBank capital stock as they pertain to ownership of FHLBank capital stock:
We appreciate the Staff's recognition of the distinctive nature and status of the FHLBanks in the context of our becoming voluntary registrants under the Exchange Act. We recognize that, in the future, new rules, regulations, and pronouncements inevitably will be adopted by the SEC in order to improve corporate disclosure, protect investors and maintain the integrity of the securities markets. We look forward to working with you to ensure that any new initiatives are applied to the FHLBank in a manner that is appropriate. Our goal is to ensure that the disclosure in our periodic filings remains useful, timely and robust while recognizing the distinctive nature and status of the FHLBank System.
If you have any further questions or require additional information, please call the undersigned at 412-288-2833. If the Staff is inclined to deny the FHLBank's request, we would appreciate the opportunity to discuss with you, in advance of your formal written response, possible alternative ways in which the FHLBank may receive the requested relief.
By: /s/ Dana A. Yealy
Dana A. Yealy
Managing Director, General Counsel & Corporate Secretary
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