U.S. Securities & Exchange Commission
SEC Seal
Home | Previous Page
U.S. Securities and Exchange Commission

Dodd-Frank Wall Street Reform and Consumer Protection Act
Rule 15Ga-1

February 1, 2012

Response of the Office of Structured Finance
Division of Corporation Finance


PNC Bank, N.A.
Incoming letter dated January 27, 2012

Capitalized terms used in this response have the same meaning as defined in your letter.

Pursuant to Section 943 of the Dodd-Frank Act, Rule 15Ga-1 requires securitizers of asset-backed securities to disclose fulfilled and unfulfilled repurchase requests.

We understand that issuers of Ginnie Mae MBS provide disclosure related to repurchase activity and information about those repurchases is publicly available on a website maintained by Ginnie Mae, on a monthly basis, that is generally comparable to the disclosure that would be required by Rule 15Ga-1.

Based on the facts presented, the Division's views are as follows.

The Division will not recommend enforcement action to the Commission if an asset-backed securities issuer:

  1. continues to report Ginnie Mae MBS repurchase activity to Ginnie Mae and the information continues to be publicly available on a website maintained by Ginnie Mae on a monthly basis;
  2. does not file a Form ABS-15G with respect to the three-year period ending December 31, 2011, if the only issuance of asset-backed securities during the three-year period was of Ginnie Mae MBS;
  3. does not file a Form ABS-15G with respect to any future quarterly period, if the only asset-backed securities outstanding during such period that had been securitized by the issuer are Ginnie Mae MBS; and
  4. in cases where it is otherwise obligated to file Form ABS-15G, excludes from the required table each Ginnie Mae MBS that would otherwise be required to be listed by Rule 15Ga-1(a)(1) and instead includes a statement that it is an issuer of Ginnie Mae MBS and provides the tabular disclosures required by Rule 15Ga-1(a)(1) with respect to any specific Ginnie Mae MBS issuance for which there was repurchase activity during such period. If there was no activity during such period, then the issuer may state that it had no activity to report for the respective period.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. This response expresses the Division's position on enforcement action only, and does not express any legal conclusions on the questions presented.


Rolaine S. Bancroft
Senior Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 02/01/2012