# O

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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Washington, DC 20219

**Interpretive Letter #1062**

April 24, 2006 **May 2006**

**12 CFR 12.8**

Re: **\[ *Bank1* \]**; **\[ *Bank2* \]**; **\[ *Bank3* \]**; and **\[
*Bank4* \]** (collectively, the "Banks")

Dear **\[ \]**:

This responds to your letter dated April 5, 2006, requesting that the
OCC waive a requirement applicable to the Banks under the OCC's
regulation at 12 C.F.R. Part 12. Pursuant to 12 C.F.R. § 12.8,[^1] the
Banks have requested a waiver from the requirement in 12 C.F.R.
§ 12.7(a)(4) that bank officers and employees who make investment
recommendations or decisions for customers must report their personal
transactions in securities to the bank within [ten business
days]{.underline} after the end of the calendar quarter. The Banks
request that the OCC permit each Bank's officers and employees to report
their personal transactions in securities to the Bank within [thirty
days]{.underline} after the end of the calendar quarter, consistent with
comparable SEC Rule 17j-1 under the Investment Company Act of 1940 ("SEC
Rule 17j-1").[^2] Based on the facts you have presented, the OCC is
granting the waiver the Banks have requested.

#### The Banks' Waiver Request

The Banks' waiver request arises in connection with personal securities
trading reports that employees of **\[ \]** Corporation (" ") are
required to file under SEC Rule 17j-1 and the OCC's parallel rule, 12
C.F.R. § 12.7(a)(4). The OCC's rule under 12 C.F.R. § 12.7(a)(4)
requires bank officers and employees who make investment recommendations
or decisions for customers to report their personal transactions in
securities to the bank within ten business days after the end of the
calendar quarter. SEC Rule 17j-1, on the other hand, requires personal
securities transaction reports to be filed within thirty days after the
end of the calendar quarter.[^3]

You have stated that **\[ \]** has a global Securities Trading Policy
(the "Policy") that covers the personal securities trading of all
employees of its affiliates worldwide. Each of the Banks has adopted the
Policy as its own securities trading policy in compliance with 12 C.F.R.
§ 12.7. You represent that the Policy complies with SEC and OCC
requirements, as well as the requirements of various jurisdictions
worldwide, and attempts to apply consistent procedures to all of **\[
\]**'s bank and non-bank employees. Consequently, procedural
requirements, such as deadlines for personal securities trading reports,
are geared to the strictest of the applicable jurisdictions.

In order to treat all of **\[ \]**'s bank and non-bank employees
consistently, **\[ \]** has kept its deadline for filing personal
securities transaction reports at ten days, because the Banks' employees
are covered by the more restrictive OCC requirement. However, **\[ \]**
would like to offer a 30-day deadline to all of its employees. You
represent that employees typically do not receive quarterly statements
from their brokers by the 10-day deadline and that requiring employees
to report their personal transactions in securities within thirty days
after the end of the calendar quarter (consistent with SEC Rule 17j-1)
results in improved compliance by enabling employees to base their
personal securities transaction reports on their most current brokerage
statements. Accordingly, the Banks have requested that the OCC waive the
10-day deadline for filing personal securities transaction reports under
12 C.F.R. § 12.7(a)(4), and permit the Banks' employees to file their
personal securities transaction reports within thirty days after the end
of the calendar quarter.

#### Discussion

The OCC's reporting requirement under 12 C.F.R. § 12.7(a)(4) was modeled
on similar requirements under SEC Rule 17j-1.[^4] At the time Part 12
was last revised by the OCC in 1996, SEC Rule 17j-1 required personal
securities trading reports to be filed within ten days after the end of
the calendar quarter. In July 2004, however, the SEC changed the filing
deadline from 10 days to 30 days in an amendment to SEC Rule 17j-1,
effective August 31, 2004, with a compliance date of January 7,
2005.[^5]

The OCC's current reporting requirement under section 12.7(a)(4) does
not reflect the amendment that the SEC made to SEC Rule 17j-1changing
the deadline for reporting personal transactions in securities to thirty
days after the end of the calendar quarter. It is the OCC's intention,
however, to administer section 12.7(a)(4) in a fashion consistent with
comparable SEC Rule 17j-1. Accordingly, the OCC grants the waiver the
Banks have requested, and the OCC will permit each Bank's officers and
employees who make investment recommendations or decisions for customers
to report their personal transactions in securities to the Bank within
thirty days after the end of the calendar quarter. If you have any
questions, please contact Asa L. Chamberlayne, Counsel, Securities and
Corporate Practices Division, at (202) 874-5210, or

**\[ \]**, Examiner-in-Charge, at **\[ \]**.

Sincerely,

*signed*

Julie L. Williams

First Senior Deputy Comptroller

and Chief Counsel

[^1]: Section 12.8 of 12 C.F.R. provides that a national bank may file a
    written request with the OCC for waiver of one or more of the
    requirements set forth in §§ 12.2 through 12.7, either in whole or
    in part.

[^2]: SEC Rule 204A-1 under the Investment Advisors Act of 1940 also
    allows personal securities trading reports to be filed within thirty
    days after the end of the calendar quarter.

[^3]: The OCC's reporting requirement under 12 C.F.R. § 12.7(a)(4) is a
    separate requirement from any applicable requirements under SEC Rule
    17j-1. However, a person required to file a report with a national
    bank pursuant to SEC Rule 17j-1 need not file a separate report
    under the OCC's reporting requirement if the required information is
    the same. *See* 12 C.F.R. § 12.7(d).

[^4]: The OCC noted in the preamble to the final rule adopting the last
    revisions to Part 12 that the requirement to file personal
    securities trading reports is similar to requirements under the
    securities laws and regulations. *See* 61 FR 63958, 63962 (December
    2, 1996).

[^5]: *See* 69 FR 41696 (July 9, 2004). The SEC amended SEC Rule 17j-1
    to extend the filing period to 30 days in response to comments
    received by the SEC. *Id.* at 41699, n. 34.