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

FEDERAL HOME LOAN BAt.lK OF INDIANAPOL!S February 21,2006 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 Indianapolis (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 SECYsenforcement 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 Staffs concurrencewith 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:
Securities issued or guaranteed by the FHLBanks or the Federal Housing Finance Boardl are exempt securities under the Securities Act of 1933, as amended (the "Securities Act") and may be sold without registration under the SecuritiesAct; 1 The Finance Board has securities outstanding. The Finance Board ceased issuing securities in
2000. See Federal Housing Finance Board Resolution No. 2000-44 dated November 30,2000.
-1 - 8250 Woodfield Crossing Blvd. - Indianapolis, Indiana 46240 - 317.465.0200 - www.fhlbi.com