[Federal Register Volume 72, Number 123 (Wednesday, June 27, 2007)]
[Proposed Rules]
[Pages 35204-35205]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-12239]


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FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Part 344

RIN 3064-AD18


Extension of Time Period for Quarterly Reporting of Bank 
Officers' and Certain Employees' Personal Securities Transactions

AGENCY: Federal Deposit Insurance Corporation (``FDIC'').

ACTION: Notice of proposed rule with request for comment.

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SUMMARY: The FDIC proposes to amend its rule concerning the period of 
time that officers and all employees of state nonmember banks who make 
or participate in investment decisions for the accounts of customers 
(``certain employees'') have to report their personal securities 
transactions after the end of the calendar quarter. The revision would 
extend the time period from 10-business days to 30-calendar days after 
the end of the calendar quarter for bank officers and certain employees 
to report personal securities transactions to the bank. This revision 
reflects certain developments in Federal securities regulations.

DATES: Comments on the rule must be received by August 27, 2007.

ADDRESSES: You may submit comments, by any of the following methods:
     Agency Web Site: http://www.FDIC.gov/regulations/laws/federal/notices.html. Follow instructions for submitting comments on 
the Agency Web Site.
     E-mail: [email protected]. Include ``Part 344 Revision'' 
on the subject line of the message.
     Mail: Robert E. Feldman, Executive Secretary, Attention: 
Comments, Federal Deposit Insurance Corporation, 550 17th Street, NW., 
Washington, DC 20429.
     Hand Delivery: Comments may be hand delivered to the guard 
station at the rear of the 550 17th Street Building (located on F 
Street) on business days between 7 a.m. and 5 p.m.
    Instructions: All comments received will be posted generally 
without change to http://www.fdic.gov/regulations/laws/federal/propose.html, including any personal information provided. Comments may 
be inspected at the FDIC Public Information Center, Room E-1022, 3502 
North Fairfax Drive, Arlington, VA 22226, between 9 a.m. and 5 p.m. on 
business days.

FOR FURTHER INFORMATION CONTACT: Serena L. Owens, Chief, Planning and 
Program Development, (202) 898-8996; or Anthony J. DiMilo, Trust 
Examination Specialist, (202) 898-7496, in the Division of Supervision 
and Consumer Protection; Julia E. Paris, Senior Attorney, (202) 898-
3821, in the Legal Division.

SUPPLEMENTARY INFORMATION:

I. Background

    The FDIC's recordkeeping and confirmation requirements for 
effecting securities transactions are set forth in 12 CFR part 344. 
Part 344 includes a provision that state nonmember banks effecting such 
transactions must establish written policies and procedures for 
supervising all officers and all employees of state nonmember banks 
who, in connection with their duties, make or participate in investment 
decisions for the accounts of customers (``certain employees''). At the 
time part 344 originally was adopted, it reflected the U.S. Securities 
and Exchange Commission's (``SEC'') recommendations contained in the 
Final Report of the Securities and Exchange Commission on Bank 
Securities Activities (June 30, 1977) and generally was patterned after 
SEC regulations.\1\ Section 344.9(a)(3) requires officers and certain 
employees to report to the bank all securities transactions made by 
them or on their behalf in which they have a beneficial interest within 
10-business days after the end of the calendar quarter. As adopted, 
this provision was intended to be comparable to the SEC's Rule 17j-1 of 
the Investment Company Act of 1940, which required ``access persons'' 
to report personal securities transactions quarterly and originally 
mandated a 10-business day period for reporting.\2\ Contemporaneous to 
the FDIC's original rulemaking, the Office of the Comptroller of the 
Currency (``OCC'') and the Board of Governors of the Federal Reserve 
System adopted substantially similar rules concerning quarterly 
reporting requirements that mandated a 10 day time period for 
reporting.\3\ In 2002, the Office of the Thrift Supervision adopted a 
substantially similar regulation.\4\
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    \1\ 44 FR 43260 (July 24, 1979); see 45 FR 73898 (Nov. 7, 1980) 
(SEC final rule 17j-1 adopting investment advisor code of ethics and 
disclosure requirements for ``access persons,'' as defined by 17 CFR 
270.17-j-1(a)(1)).
    \2\ See 17 CFR 270.17j-1(c)(2) (1998); 45 FR 73898 (Nov. 7, 
1980).
    \3\ See 12 CFR 12.7(a)(4) (OCC's current rule), 12 CFR 
208.34(g)(4) (FRB's current rule).
    \4\ 67 FR 76299 (Dec. 12, 2002); 12 CFR 551.150(a) (OTS's 
current rule).
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    The SEC, in July 2004, amended Rule 17j-1 to extend the reporting 
time period to 30-calendar days after the end of the calendar 
quarter.\5\ The effective date of the SEC's amendments to Rule 17j-1 
was August 31, 2004, with a compliance date of January 7, 2005. To 
date, no federal banking agency has amended its rule to conform to the 
SEC's amended Rule 17j-1 of the Investment Company Act of 1940.\6\
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    \5\ 69 FR 41696 (July 9, 2004).
    \6\ See 12 CFR 12.7(a)(4) (OCC's current rule), 12 CFR 
208.34(g)(4) (FRB's current rule), 12 CFR 551.150(a) (OTS's final 
rule). However, in OCC Interpretative Letter No. 1062 (May 2006), 
the OCC granted a waiver of its 10-day reporting time period in 
favor of a 30-calendar day time period in order to be consistent 
with revised Rule 17j-1.
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II. Description of Proposal

    Consistent with the 2004 amendments to SEC's Rule 17j-1, the FDIC 
proposes to amend section 344.9(a)(3) to extend to 30-calendar days 
after the end of the calendar quarter the time period for reporting 
quarterly personal securities transactions. In addition, the FDIC 
proposes this amendment in order to

[[Page 35205]]

promote practical and uniform recordkeeping requirements consistent 
with the purpose of part 344.\7\
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    \7\ See 60 FR 7111 (Feb. 7, 1995) (amending part 344 to include 
express waiver authority in order to tailor application of rule to 
promote practical compliance without undermining intent of part 
344).
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III. Regulatory Analysis and Procedure

A. Solicitation of Comments on Use of Plain Language

    Section 722 of the Gramm-Leach-Bliley Act (12 U.S.C. 4809) requires 
the FDIC to use ``plain language'' in all proposed and final rules 
published after January 1, 2000. The FDIC invites comments on whether 
the proposal is clearly stated and effectively organized, and how the 
FDIC might make the proposed text easier to understand.

B. Regulatory Flexibility Act

    In accordance with section 3(a) of the Regulatory Flexibility Act 
(``RFA''), 5 U.S.C. 603(a), the FDIC must publish an initial regulatory 
flexibility analysis with this rulemaking or certify that the proposed 
rule, if adopted, will not have a significant economic impact on a 
substantial number of small entities. For purposes of the RFA analysis 
or certification, financial institutions with total assets of $165 
million or less are considered to be ``small entities.'' For the 
reasons set forth below, the FDIC hereby certifies pursuant to 5 U.S.C. 
605(b) that the proposed rule, if adopted, will not have a significant 
economic impact on a substantial number of small entities. The proposed 
rule would amend the FDIC's rule to extend to 30-calendar days after 
the end of the calendar quarter the period of time for officers and 
certain employees of state nonmember banks to report their personal 
securities transactions. In effect, it would extend the existing time 
period to give these individuals more latitude to report their 
quarterly securities transactions and to allow state nonmember banks 
more time to comply with part 344. The proposed rule does not impose 
any new or different substantive requirements that are not already 
imposed under part 344. Accordingly, if adopted in final form, the 
proposed rule would not impose any additional burden or economic impact 
on small entities.

C. Paperwork Reduction Act

    No new collections of information pursuant to the Paperwork 
Reduction Act (44 U.S.C. 3501 et seq.) are contained in the proposed 
rule.

D. The Treasury and General Government Appropriations Act of 1999--
Assessment of Federal Rules and Policies on Families

    The FDIC has determined that this proposal will not affect family 
well-being within the meaning of section 654 of the Treasury and 
General Government Appropriations Act, enacted as part of the Omnibus 
Consolidated and Emergency Supplemental Appropriations Act of 1999 
(Pub. L. 105-277, 112 Stat. 2681).

List of Subjects in 12 CFR Part 344

    Banks, banking, Reporting and recordkeeping requirements, 
Securities, Reporting and recordkeeping requirements.

    For the reasons set forth in the preamble, the Board of Directors 
of the FDIC proposes to amend part 344 of title 12 of chapter III of 
the Code of Federal Regulations as set forth below:

PART 344--RECORDKEEPING AND CONFIRMATION REQUIREMENTS FOR 
SECURITIES TRANSACTIONS

    1. The authority citation for part 344 continues to read as 
follows:

    Authority: 12 U.S.C. 1817, 1818, and 1819.

    2. In Sec.  344.9, revise paragraph (a)(3) to read as follows:


Sec.  344.9  Personal securities trading reporting by bank officers and 
employees.

    (a) * * *
* * * * *
    (3) In connection with their duties, obtain information concerning 
which securities are being purchased or sold or recommend such action, 
must report to the bank, within 30-calendar days after the end of the 
calendar quarter, all transactions in securities made by them or on 
their behalf, either at the bank or elsewhere in which they have a 
beneficial interest. The report shall identify the securities purchased 
or sold and indicate the dates of the transactions and whether the 
transactions were purchases or sales.
* * * * *

    By Order of the Board of Directors.

    Dated at Washington, DC, the 19th day of June, 2007.

Federal Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. E7-12239 Filed 6-26-07; 8:45 am]
BILLING CODE 6714-01-P