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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Section 15(d)

January 6, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance


American Securitization Forum
Incoming letter dated December 23, 2010

Effective July 22, 2010 Section 942(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act (the "Act") eliminated the automatic suspension of the duty to file under Section 15(d) of the Securities Exchange Act of 1934 for the issuers of asset-backed securities ("ABS"). A suspension from reporting under Exchange Act Section 15(d) is applicable under the statute only for a year and needs to be reconsidered each subsequent year. Once an issuer has registered an offering under the Securities Act of 1933 it needs to consider at the beginning of each fiscal year whether it has a reporting obligation, even if the issuer has previously been eligible to suspend reporting under Exchange Act Section 15(d).

We understand that historically the transaction documents for asset-backed issuers have not contained provisions necessary to support an ongoing Exchange Act reporting obligation, or provided for the funds to cover the costs of taking steps to recommence such a reporting obligation. We further understand that those transaction agreements typically require asset-backed issuers to provide for the delivery of periodic distribution reports to the trustee or security holders in order to provide information for investors for the life of the securitization.

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 issuer continues to determine its reporting requirements based on the standards set forth in Section 15(d) of the Exchange Act immediately prior to enactment of the Act provided that each of the following conditions is satisfied:

  1. the asset-backed issuer's reporting obligation in respect of outstanding ABS had been suspended by operation of Section 15(d) immediately prior to the date of enactment of the Act;

  2. the asset-backed issuer continues to comply with its requirements under the related transaction agreements to make ongoing information regarding the ABS and the related pool assets available to security holders, directly or through the trustee, in the manner and to the extent required under the transaction agreements; and

  3. the asset-backed issuer retains the information for a period of not less than five years after the related ABS are no longer outstanding and, upon request, furnishes a copy of any or all such information to the Commission or its staff.

This response expresses the Division's position on enforcement action only and does not express any legal conclusions on the question presented.


Steven Hearne
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 01/06/2011