SEC Division of Corporation Finance no-action letter: Federal Home Loan Bank of Atlanta

Raymond R. Christman
President and Chef Executive Officer
March 15,2006
Paula Dubberly
Associate Director
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 Atlanta (the "FHLBank" and collectively . . wi& th_p oth_cr _FeCI_erz!Heme LC)z~RapLs. ccFFL3,p&s'7!- I wnezc t~ e-xnrrss my ,. 0 r---- --J 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 "SECy'), 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 substantialperiodic 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 dsubject the FHLBanks and their members to additional provisions of the Exchange Act and to the SECys enforcement jurisdiction thereunder. In connection with the FHLBanks7 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 Staffs concurrence with our view that voluntary regstration will not cause any alteration of the existing treatment of the FHLBanks and the stockholders of FHLBanks with regard to whether:
Securities issued or guaranteed by the FHLBanks or the Federal Housing Finance D-- uo-afdl are exempt securides under he Securities Act of 1933, as mended ithe "Securities Actyy)and may be sold without registration under the Securities Act; Securities issued or guaranteed by the Federal Housing Finance Board or the FHLBanks, individually or through the Office of Finance, are exempted securities 1 The Finance Board has securities outstanding. The Finance Board ceased issuing securitiesin 2000. See Federal Housing Finance Board Resolution No. 2000-44 dated November 30, 2000. 1475 Peachtree St., NE I Atlanta, GA 30309 1 800.536.9650 / 104.888.8088 1 rchristman@fhlbatl.com f Fax: 404.897.1846