
[Federal Register: September 3, 2010 (Volume 75, Number 171)]
[Proposed Rules]               
[Page 54059-54063]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr03se10-25]                         

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release No. 33-9137; File No. S7-18-10]
RIN 3235-AK70

 
Extension of Filing Accommodation for Static Pool Information in 
Filings With Respect to Asset-Backed Securities

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: The Commission proposes to further extend the temporary filing 
accommodation in Rule 312 of Regulation S-T that allows static pool 
information required to be disclosed in a prospectus of an asset-backed 
issuer to be provided on an Internet Web site under certain conditions. 
Under this rule, such information is deemed to be included in the 
prospectus included in the registration statement for the asset-backed 
securities. This rule currently applies to filings with respect to 
asset-backed securities filed on or before December 31, 2010. We 
propose to amend this rule to extend its application for an additional 
eighteen months. Under the proposed extension, the rule would apply to 
filings with respect to asset-backed securities filed on or before June 
30, 2012.

DATES: Comments should be received on or before October 4, 2010.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/proposed.shtml);
     Send an e-mail to rule-comments @sec.gov. Please include 
File Number S7-18-10 on the subject line; or
     Use the Federal Rulemaking Portal (http://
www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number S7-18-10. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/proposed.shtml). Comments 
are also available for Web site viewing and printing in the 
Commission's Public Reference Room, 100 F Street, NE., Washington, DC 
20549, on official business days between the hours of 10 a.m. and 3 
p.m. All comments received will be posted without change; we do not 
edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Jay Knight, Attorney-Adviser, Division 
of Corporation Finance, at (202) 551-3370, U.S. Securities and Exchange 
Commission, 100 F Street, NE., Washington, DC 20549-3720.

[[Page 54060]]


SUPPLEMENTARY INFORMATION: We are proposing an amendment to Rule 312 
\1\ of Regulation S-T.\2\

I. Background
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    \1\ 17 CFR 232.312.
    \2\ 17 CFR 232.10 et seq.
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    In December 2004, we adopted new and amended rules and forms to 
address the registration, disclosure and reporting requirements for 
asset-backed securities (``ABS'') under the Securities Act of 1933 \3\ 
(the ``Securities Act'') and the Securities Exchange Act of 1934 \4\ 
(the ``Exchange Act'').\5\ As part of this rulemaking, we adopted 
Regulation AB,\6\ a new principles-based set of disclosure items 
forming the basis for disclosure with respect to ABS in both Securities 
Act registration statements and Exchange Act reports. Compliance with 
the revised rules was phased in; full compliance with the revised rules 
became effective January 1, 2006. One of the significant features of 
Regulation AB is Item 1105, which requires, to the extent material, 
static pool information to be provided in the prospectus included in 
registration statements for ABS offerings.\7\ While the disclosure 
required by Item 1105 depends on factors such as the type of underlying 
asset and materiality, the information required to be disclosed can be 
extensive. For example, a registrant may be required to disclose 
multiple performance metrics in periodic increments for prior 
securitized pools of the sponsor for the same asset type in the last 
five years.\8\
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    \3\ 15 U.S.C. 77a et seq.
    \4\ 15 U.S.C. 78a et seq.
    \5\ See Asset-Backed Securities, Release No. 33-8518 (Dec. 22, 
2004) [70 FR 1506] (adopting release related to Regulation AB and 
other new rules and forms related to asset-backed securities) 
(hereinafter, the ``2004 Adopting Release'').
    \6\ 17 CFR 229.1100 et seq.
    \7\ See Form S-1 (17 CFR 239.11) and Form S-3 (17 CFR 239.13) 
under the Securities Act. Static pool information indicates how 
groups, or static pools, of assets, such as those originated at 
different intervals, are performing over time. By presenting 
comparisons between originations at similar points in the assets' 
lives, the data allows the detection of patterns that may not be 
evident from overall portfolio numbers and thus may reveal a more 
informative picture of material elements of portfolio performance 
and risk.
    \8\ 17 CFR 229.1105.
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    As described in the 2004 Adopting Release, in response to the 
Commission's proposal to require material static pool information in 
prospectuses for ABS offerings, many commentators representing both 
asset-backed issuers and investors requested flexibility in the 
presentation of such information. In particular, commentators noted 
that the required static pool information could include a significant 
amount of statistical information that would be difficult to file 
electronically on EDGAR as it existed at that time and difficult for 
investors to use in that format. Commentators accordingly requested the 
flexibility for asset-backed issuers to provide static pool information 
on an Internet Web site rather than as part of an EDGAR filing.\9\ In 
response to these comments, we adopted Rule 312 of Regulation S-T, 
which permits, but does not require, the posting of the static pool 
information required by Item 1105 on an Internet Web site under the 
conditions set forth in the rule.\10\ We recognized at the time that a 
Web-based approach might allow for the provision of the required 
information in a more efficient, dynamic and useful format than was 
currently feasible on the EDGAR system. At the same time, we explained 
that we continued to believe at some point for future transactions the 
information should also be submitted with the Commission in some 
fashion, provided investors continue to receive the information in the 
form they have requested. Accordingly, we adopted Rule 312 as a 
temporary filing accommodation applicable to filings filed on or before 
December 31, 2009.\11\ We explained that we were directing our staff to 
consult with the EDGAR contractor, EDGAR filing agents, issuers, 
investors and other market participants to consider how static pool 
information could be filed with the Commission in a cost-effective 
manner without undue burden or expense that still allows issuers to 
provide the information in a desirable format. We also noted, however, 
that it might be necessary, among other things, to extend the 
accommodation.\12\
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    \9\ See 2004 Adopting Release, Section III.B.4.b.
    \10\ 17 CFR 232.312(a). Instead of relying on Rule 312, an 
issuer can include information required by Item 1105 of Regulation 
AB physically in the prospectus or, if permitted, through 
incorporation by reference from an Exchange Act report.
    \11\ 17 CFR 232.312(a); see also 2004 Adopting Release, Section 
III.B.4.b.
    \12\ 2004 Adopting Release, Section III.B.4.b.
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    On October 19, 2009, we proposed to extend the temporary filing 
accommodation until December 31, 2010.\13\ We received four comment 
letters that addressed the proposed extension.\14\ Two commentators 
expressed support for the Rule 312 filing accommodation and the 
proposed extension.\15\ The ASF cited the strong preference among both 
its issuer and investor members for Web-based presentation of static 
pool information due to its efficiency, utility and effectiveness and 
the current lack of an adequate filing alternative.\16\ The ABA 
Committees expressed their belief that the accommodation has been 
highly successful and of great value to investors.\17\ Neither the ASF 
nor the ABA Committees was aware of any difficulties that investors or 
other market participants had locating, accessing, viewing or analyzing 
static pool information disclosed on a Web site.\18\ For these reasons, 
among others, both the ASF and the ABA Committees requested that the 
filing accommodation be made permanent or, in the alternative, extended 
for a longer period of time.\19\ Two commentators, in contrast, did not 
support the extension and suggested the Commission should require 
structured disclosure using an industry standard computer language.\20\
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    \13\ Extension of Filing Accommodation for Static Pool 
Information in Filings With Respect to Asset-Backed Securities, 
Release No. 33-9074 (Oct. 19, 2009) [74 FR 54767] (the ``2009 Static 
Pool Extension Proposing Release'').
    \14\ The public comments we received are available online at 
http://www.sec.gov/comments/s7-23-09/s72309.shtml.
    \15\ See letters from the American Securitization Forum (the 
``ASF'') and the Committee on Federal Regulation of Securities and 
the Committee on Securitization and Structured Finance of the 
Section of Business Law of the American Bar Association (the ``ABA 
Committees'').
    \16\ See letter from ASF.
    \17\ See letter from ABA Committees.
    \18\ See letters from ASF and ABA Committees.
    \19\ Id. The ASF requested a five-year extension if the rule 
could not be made permanent and the ABA Committees requested an 18 
to 24 month extension in such a case. Both the ASF and the ABA 
Committees expressed the belief that a permanent or longer extension 
would encourage continued use of the Web-based presentation by 
providing more of an incentive for issuers to make investments in 
developing and innovating Web sites for static pool disclosure. A 
longer extension would also, the ASF noted, give the Commission 
adequate time to consider alternatives.
    \20\ See letters from Paul Wilkinson and EDGAR Online (noting 
they prefer immediately requiring static pool data be required in 
eXtensible Business Reporting Language (XBRL)). Subsequent to the 
2009 Static Pool Extension Adopting Release (as defined below), we 
issued a comprehensive ABS proposal that included a proposed 
requirement to include asset-level information according to proposed 
standards and in a tagged data format using eXtensible Markup 
Language (XML). Additionally, we requested comment in the release as 
to whether static pool data should be required in an offering if 
there is an ongoing reporting requirement of asset-level data 
applicable to other pools of the sponsor of the same asset class.
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    On December 15, 2009, we adopted the proposed one-year extension of 
the filing accommodation.\21\ In the adopting release for the extension 
(``2009 Static Pool Extension Adopting Release''), we noted the staff's 
experience with the rule and that a vast majority of

[[Page 54061]]

residential mortgage-backed security issuers and a significant portion 
of ABS issuers in other asset classes have relied on the accommodation 
provided by the rule to disclose static pool information on an Internet 
Web site. We also noted that the staff of the Division of Corporation 
Finance was, at the time, engaged in a broad review of the Commission's 
regulation of ABS including disclosure, offering process, and reporting 
of ABS issuers and that along with this review, the staff of the 
Division of Corporation Finance was continuing to explore whether it 
was feasible to provide a filing mechanism for static pool information 
that fulfills the Commission's objectives. We also stated our belief 
that a proposal for a longer-term solution for providing static pool 
disclosure would be better considered together with other proposals on 
the regulations relating to the offer and sale of ABS.
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    \21\ Extension of Filing Accommodation for Static Pool 
Information in Filings With Respect to Asset-Backed Securities, 
Release No. 33-9087 (Dec. 15, 2009) [74 FR 67812] (the ``2009 Static 
Pool Extension Adopting Release''); see also 2009 Static Pool 
Extension Proposing Release.
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    On April 7, 2010, we proposed significant revisions to Regulation 
AB and other rules regarding the offering process, disclosure and 
reporting for asset-backed securities (the ``2010 ABS Proposals'').\22\ 
In that release, we proposed to revise Rule 312 to remove the temporary 
accommodation set to expire on December 31, 2010 for asset-backed 
securities to post the static pool information required by Item 1105 on 
an Internet Web site under conditions set forth in Regulation AB. In 
lieu thereof, under the proposal, ABS issuers would be required to file 
all static pool information on EDGAR; however, we proposed to allow 
that such information be filed in Portable Document Format (PDF).\23\ 
Also, in lieu of providing the static pool information in the 
prospectus, we proposed to allow issuers to file the disclosure on Form 
8-K and incorporate it by reference. The comment period for the 2010 
ABS Proposals expired on August 2, 2010.
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    \22\ Asset-Backed Securities, Release No. 33-9117 (Apr. 7, 2010) 
[75 FR 23328] (the ``2010 ABS Proposing Release'').
    \23\ Portable Document Format (PDF) is a file format created by 
Adobe Systems in 1993 for document exchange. PDF captures formatting 
information from a variety of desktop publishing applications, 
making it possible to send formatted documents and have them appear 
on the recipient's monitor or printer for free as they were 
intended. To view a file in PDF format, you need Adobe Reader, an 
application distributed by Adobe Systems.
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II. Discussion of Proposed Amendment

    We believe it is appropriate to further extend the filing 
accommodation provided by Rule 312, which is currently set to expire on 
December 31, 2010. As we stated in the 2009 Static Pool Extension 
Adopting Release, we believe a proposal for a long-term solution for 
providing static pool disclosure would be better considered together 
with other proposals to revise the regulations governing the offer and 
sale of ABS. On July 21, 2010, President Obama signed the Dodd-Frank 
Wall Street Reform and Consumer Protection Act (the ``Act'').\24\ Among 
other things, the Act mandates a number of significant changes to the 
regulation of ABS offerings. In order to provide ample time for the 
Commission and its staff to give proper consideration to comments 
received on the 2010 ABS Proposals and in light of the changes to the 
regulations of ABS offerings that are mandated by the Act, we are 
proposing to extend the temporary filing accommodation set forth in 
Rule 312 of Regulation S-T for an additional eighteen months so that it 
would apply to filings with respect to ABS filed on or before June 30, 
2012. Although we are proposing an eighteen-month extension of Rule 
312, we may take action on the 2010 ABS Proposals, including the static 
pool proposal, at any time before the expiration of the proposed 
extension.
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    \24\ Public Law 111-203, 124 Stat. 1376 (July 21, 2010).
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    Under our proposed extension, the temporary filing accommodation 
set forth in Rule 312 of Regulation S-T would apply to filings with 
respect to ABS filed on or before June 30, 2012. During the proposed 
extension, the existing requirements of Rule 312 would continue to 
apply. Pursuant to these requirements, the registrant must disclose its 
intention to provide static pool information through a Web site in the 
prospectus included in the registration statement at the time of 
effectiveness and provide the specific Internet address where the 
static pool information is posted in the prospectus filed pursuant to 
Rule 424.\25\ The registrant must maintain such information on the Web 
site unrestricted and free of charge for a period of not less than five 
years, indicate the date of any updates or changes to the information, 
undertake to provide any person without charge, upon request, a copy of 
the information as of the date of the prospectus if a subsequent update 
or change is made to the information and retain all versions of the 
information provided on the Web site for a period of not less than five 
years in a form that permits delivery to an investor or the Commission. 
In addition, the registration statement for the ABS must contain an 
undertaking pursuant to Item 512(l) of Regulation S-K \26\ that the 
information provided on the Web site pursuant to Rule 312 is deemed to 
be part of the prospectus included in the registration statement.\27\
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    \25\ 17 CFR 230.424.
    \26\ 17 CFR 229.512(l).
    \27\ 17 CFR 232.312. As we indicated in the 2004 Adopting 
Release, if the conditions of Rule 312 are satisfied, then the 
information will be deemed to be part of the prospectus included in 
the registration statement and thus subject to all liability 
provisions applicable to prospectuses and registration statements, 
including Section 11 of the Securities Act [15 U.S.C. 77k]. 2004 
Adopting Release, Section III.B.4.b.
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Request for Comment

    We request and encourage any interested person to submit comments 
regarding the proposed amendment described above. In particular, we 
solicit comment on the following questions:
     Is a further extension of the filing accommodation 
appropriate? What would be the consequences if the accommodation lapsed 
on December 31, 2010 and static pool information was required in an 
EDGAR filing beginning January 1, 2011?
     Should we consider proposed changes to static pool 
disclosure together with the other proposals outlined in the 2010 ABS 
Proposing Release? If not, why should we separate the static pool 
disclosure proposal from the rest of the ABS related proposals?
     Would the proposed eighteen-month extension present 
particular problems for investors? Would a shorter or more narrowly 
tailored extension address those concerns?
     Is an eighteen-month extension the appropriate length for 
an extension? Are there reasons for a shorter (12 month) or longer (24 
month) extension?

III. Paperwork Reduction Act

    Rule 312 of Regulation S-T was adopted along with other new and 
amended rules and forms to address the registration, disclosure and 
reporting requirements for ABS under the Securities Act and the 
Exchange Act. In connection with this prior rulemaking, we submitted a 
request for approval of the ``collection of information'' requirements 
contained in the amendments and rules to the Office of Management and 
Budget (``OMB'') in accordance with the Paperwork Reduction Act of 1995 
(``PRA'').\28\ OMB approved these requirements.\29\
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    \28\ 44 U.S.C. 3501 et seq.
    \29\ The collections of information to which Rule 312 of 
Regulation S-T relates are ``Form S-1'' (OMB Control No. 3235-0065) 
and ``Form S-3'' (OMB Control No. 3235-0073).
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    Item 1105 of Regulation AB \30\ requires certain static pool 
information, to the extent material, to be provided in prospectuses 
included in registration

[[Page 54062]]

statements for ABS offerings.\31\ Rule 312 is a temporary filing 
accommodation that permits the posting of the static pool information 
required by Item 1105 on an Internet Web site under the conditions set 
forth in the rule.\32\ The proposed amendment to Rule 312 further 
extends the existing temporary filing accommodation provided by the 
rule for an additional eighteen months. As is the case today, issuers 
may choose whether or not to take advantage of the accommodation. The 
conditions of Rule 312 remain otherwise unchanged. The disclosure 
requirements themselves, which are contained in Forms S-1 and S-3 under 
the Securities Act and require the provision of the information set 
forth in Item 1105 of Regulation AB, also remain unchanged. Therefore, 
the proposed amendment, if adopted, will not result in an increase or 
decrease in the costs and burdens imposed by the ``collection of 
information'' requirements previously approved by the OMB.
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    \30\ 17 CFR 229.1105.
    \31\ See Form S-1 and Form S-3 under the Securities Act.
    \32\ 17 CFR 232.312(a).
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IV. Benefit-Cost Analysis

    In this section, we examine the benefits and costs of our proposed 
amendment. We request that commentators provide views and supporting 
information as to the benefits and costs associated with the proposal. 
We seek estimates of these costs and benefits, as well as any costs and 
benefits not already identified.

A. Benefits

    We adopted the filing accommodation provided by Rule 312 of 
Regulation S-T because commentators requested flexibility in the 
presentation of required static pool information. Given the large 
amount of statistical information involved, commentators argued for a 
Web-based approach that would allow issuers to present the information 
in an efficient manner and with greater functionality and utility than 
might have been available if an EDGAR filing was required. We believe 
this greater functionality and utility has enhanced an investor's 
ability to access and analyze the static pool information because 
investors have been able to access static pool information in more 
user-friendly formats than was initially capable with filings on EDGAR 
and also removed the burden on issuers of duplicating the information 
in each prospectus as well as easing the burdens of updating such 
information.\33\ As we discussed in the 2004 Adopting Release, since 
the information is deemed to be part of the prospectus included in the 
registration statement, the rule is designed to give investors access 
to accurate and reliable information.
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    \33\ See Section I above and 2004 Adopting Release, Section V.D.
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    By further extending the accommodation provided by Rule 312, these 
benefits to both issuers and investors would continue to apply. As 
noted in the 2009 Static Pool Extension Adopting Release, based on the 
staff's experience since Rule 312 became effective in 2006, the vast 
majority of residential mortgage-backed security issuers and a 
significant portion of ABS issuers in other asset classes have relied 
on the accommodation provided by the rule to disclose static pool 
information on an Internet Web site.\34\ If we do not further extend 
the accommodation provided by Rule 312, static pool information would 
be required in EDGAR filings beginning on January 1, 2011. We believe 
this would result in costs for issuers as they attempt to adjust their 
procedures in a short period of time in order to present the 
information in a format acceptable to the EDGAR system and could result 
in costs to investors if the information filed on EDGAR was presented 
in a less useful format.
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    \34\ See Section I of the 2009 Static Pool Extension Adopting 
Release.
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    As indicated above, on April 7, 2010, we issued a release proposing 
to require the filing of static pool information on EDGAR at the same 
time we proposed other amendments addressing the disclosure, offering 
process and reporting of asset-backed issuers.\35\ We believe that the 
proposed eighteen-month extension to the temporary filing accommodation 
contained in Rule 312 will benefit both investors and issuers by 
maintaining a consistent approach to the filing of static pool 
information while we and our staff consider comments received on the 
proposed amendment to static pool filing together with our other 
proposals regarding the offering and sale of asset-backed securities 
and in light of the changes to the regulations of ABS offerings that 
are mandated by the Dodd-Frank Act.
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    \35\ See 2010 ABS Proposing Release.
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B. Costs

    We do not believe an eighteen-month extension of the Rule 312 
accommodation would impose any new or increased costs on issuers. In 
the Cost-Benefit Analysis section of the 2004 Adopting Release, we 
noted that asset-backed issuers electing the Web-based accommodation 
provided by Rule 312 would incur costs related to the maintenance and 
retention of static pool information posted on a Web site and might 
also incur start-up costs.\36\ While it is likely that certain of those 
costs would continue to impact asset-backed issuers that elect the Web-
based approach during the extension period, we do not believe our 
proposed amendment would impose any new or increased costs for asset-
backed issuers because it does not change any other conditions to the 
accommodation or the underlying filing and disclosure obligations. As a 
result of the proposed extension of the accommodation, asset-backed 
issuers would be able to continue their current practices for an 
additional eighteen months.
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    \36\ See 2004 Adopting Release, Section V.D.
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    For investors, there may be costs associated with the static pool 
information not being electronically filed with the Commission. For 
example, when information is electronically filed with the Commission, 
investors and staff can access the information from a single, 
permanent, and centralized location, the EDGAR Web site. We think these 
costs are mitigated by the fact that ABS issuers relying on the Rule 
312 accommodation must ensure that the prospectus for the offering 
contains the Internet Web site address where the static pool 
information is posted, the Web site must be unrestricted and free of 
charge, such information must remain on the Internet Web site for five 
years with any changes clearly indicated and the issuer must undertake 
to provide the information to any person free of charge, upon request, 
if a subsequent update or change is made. Furthermore, because the 
information is deemed included in the prospectus under Rule 312, it is 
subject to all liability provisions applicable to prospectuses and 
registration statements.
    Investors and issuers may have incurred costs to adjust their 
processes in anticipation of the lapse of the Rule 312 accommodation 
and potential reversion to a requirement to file static pool 
information on EDGAR. In this case, benefits to investors or issuers of 
not having to change their procedures regarding static pool reporting 
in a short time frame would be diminished by any costs already incurred 
in anticipation of the change. We believe such anticipatory action and 
any associated costs are minimal.
    We request comment on the amount of any additional costs issuers or 
investors may incur as a result of the proposed amendment.

[[Page 54063]]

V. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996, or ``SBREFA,'' \37\ we solicit data to determine whether 
the proposal constitutes a ``major'' rule. Under SBREFA, a rule is 
considered ``major'' where, if adopted, it results or is likely to 
result in:
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    \37\ 5 U.S.C. 603.
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     An annual effect on the economy of $100 million or more 
(either in the form of an increase or a decrease);
     A major increase in costs or prices for consumers or 
individual industries; or
     Significant adverse effects on competition, investment or 
innovation.
    We request comment on the potential impact of the proposed 
amendment on the U.S. economy on an annual basis, any potential 
increase in costs or prices for consumers or individual industries, and 
any potential effect on competition, investment or innovation. 
Commentators are requested to provide empirical data and other factual 
support for their views if possible.

VI. Consideration of Impact on the Economy, Burden on Competition and 
Promotion of Efficiency, Competition and Capital Formation

    Section 2(b) of the Securities Act requires us, when engaging in 
rulemaking where we are required to consider or determine whether an 
action is necessary or appropriate in the public interest, to also 
consider whether the action will promote efficiency, competition, and 
capital formation.
    As discussed in greater detail above, Rule 312 of Regulation S-T 
was adopted as a temporary filing accommodation so that issuers of ABS 
could present static pool information on an Internet Web site. The 
proposed amendment to Rule 312 of Regulation S-T further extends its 
application for eighteen months. We are not proposing changes to the 
conditions of Rule 312 or to the disclosure obligations to which it 
applies. We do not believe that an eighteen-month extension would 
impose a burden on competition. We also believe the extension of the 
filing accommodation would continue to promote efficiency and capital 
formation by permitting ABS issuers to disclose static pool information 
in a format that is more useful to investors and cost-effective and not 
unduly burdensome for asset-backed issuers.
    We request comment on whether the proposed amendment, if adopted, 
would promote efficiency, competition, and capital formation. 
Commentators are requested to provide empirical data and other factual 
support for their view to the extent possible.

VII. Regulatory Flexibility Act Certification

    The Commission hereby certifies pursuant to 5 U.S.C. 605(b) that 
the proposed amendment contained in this release, if adopted, would not 
have a significant economic impact on a substantial number of small 
entities. The proposal relates to the disclosure requirements for ABS 
in Securities Act registration statements. Securities Act Rule 157 \38\ 
defines an issuer, other than an investment company, to be a ``small 
business'' or ``small organization'' if it had total assets of $5 
million or less on the last day of its most recent fiscal year. As the 
depositor and issuing entity are most often limited purpose entities in 
an ABS transaction, we focused on the sponsor in analyzing the 
potential impact of the proposal under the Regulatory Flexibility Act. 
Based on our data, we only found one sponsor that could meet the 
definition of a small broker-dealer for purposes of the Regulatory 
Flexibility Act.\39\ In addition, even if additional sponsors are small 
entities, the proposed amendment to Rule 312 would not have a 
significant economic impact on any such entities because it only 
extends a temporary filing accommodation that is currently in effect. 
Accordingly, the Commission does not believe that the extension, if 
adopted, would have a significant economic impact on a substantial 
number of small entities.
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    \38\ 17 CFR 230.157.
    \39\ This is based on data from Asset-Backed Alert. See Section 
IX of the 2010 ABS Proposing Release.
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    We encourage written comments on the Certification. Commentators 
are asked to describe the nature of any impact on small entities and 
provide empirical data to support the extent of the impact.

VIII. Statutory Authority and Text of the Proposed Amendment

    The amendment described is being proposed under the authority set 
forth in Sections 6, 7, 10, 19 and 28 of the Securities Act of 1933 (15 
U.S.C. 77f, 77g, 77j, 77s and 77z-3).

List of Subjects in 17 CFR Part 232

    Reporting and recordkeeping requirements, Securities.

Text of the Proposed Amendment

    For the reasons set out in the preamble, the Commission proposes to 
amend title 17, chapter II, of the Code of Federal Regulations as 
follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    1. The authority citation for part 232 continues to read, in part, 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
    2. Amend Sec.  232.312 paragraph (a) introductory text by removing 
``December 31, 2010'' and in its place adding ``June 30, 2012'' in the 
first sentence.

    By the Commission.

    Dated: August 30, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-22019 Filed 9-2-10; 8:45 am]
BILLING CODE 8010-01-P

