Asset-Backed Securities Regulation - Comment Letters

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Dodd-Frank Timeline, Issuer Review of Assets in Asset-Backed Securities, SEC
Final Rule Issue Effective Date Compliance Date
January 25, 2011 March 28, 2011 December 31, 2011
Dodd-Frank Timeline, Shelf Eligibility Requirements for Asset-Backed Securities
Proposal Date Comment File Reopened New Comment Deadline
August 5, 2011 February 25, 2014 March 28, 2014
Dodd-Frank Timeline, Disclosure for Asset-Backed Securities, SEC
Final Rule Issue Effective Date Compliance Date
January 26, 2011 March 28, 2011 February 14, 2012
Dodd-Frank Timeline, Credit Risk Retention
Proposal Date Re-Proposal Date Comment Deadline
June 10, 2011 August 28, 2013 October 30, 2013

Contents

Issuer Review of Assets in Offerings of Asset-Backed Securities

Fannie Mae - November 15, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 15, 2010

From the comment letter:

  • "[The] application of this regulation to Fannie Mae would prevent lenders from relying upon forward commitments to offer interest rate locks to borrowers;
  • [The] application of this rule to Fannie Mae would not further the SEC's stated purpose;
  • This disclosure would be of little value to investors due to Fannie Mae's Guaranty;
  • This rule should not apply to mega securities, stripped mortgage-backed securities (MBS), Fannie Mae asset-backed securities (ABS) and real estate mortgage investment conduit (REMIC) securities backed by MBS;
  • It is unclear whether Fannie Mae's lenders would be required to file Form ABS-15G; and
  • If Fannie Mae and underwriters of Fannie Mae MBS are not exempted from the rule, more clarity is needed surrounding third-party reports covered thereby."
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Investment Company Institute - November 15, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 15, 2010

In the comment letter, the Investment Company Institute supports the disclosure of assets underlying an asset-backed security, the use of a third-party reviewer and the monthly disclosure of fulfilled and unfulfilled repurchase requests. The Institute also agrees with the SEC's proposal to require ABS information, contractual or otherwise, to be included in a report produced by nationally recognized statistical rating organization (NRSRO report) as a single source for investors. Questions and concerns regarding the proposed definition of "asset-backed security" are also addressed in the letter.

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Financial Services Roundtable - November 15, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 15, 2010

In the comment letter, the Financial Services Roundtable:

  • expresses concern with regard to the naming of due diligence providers as "experts," specifically in that this would limit reviews rather than enhance them;
  • believes that the appropriate type of review varies depending on the structure of the involved transaction, and therefore, no minimum standard for review should be set;
  • comments on language and definitions used in reference to "due diligence reports" and "a review of the pool assets;" and
  • "believe[s] strongly that compliance with the review requirements under proposed Rule 193 should not be a condition for reliance on the safe harbors for exempt offerings under Rule 144A and Regulation D."
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SIFMA - November 15, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 15, 2010

A summary of the comment letter:

  • "It would not be feasible or prudent to propose the minimum types of review that should be completed for the various types of asset classes covered by the proposed rules.
  • Rule 193 due diligence should relate to the underwriting of the assets as opposed to merely verifying the accuracy of the disclosure in the prospectus.
  • Rule 193 should only apply to issuers of Exchange Act-ABS that are issued in registered public offerings.
  • The proposed rule should not be applicable to any securitizations in which all of the securities issued are fully guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.
  • Firms that conduct due diligence on securitized assets are not “experts” as contemplated under the securities laws.
  • For assets on which a due diligence review was conducted prior to the effective date of the final rule, the disclosure of such review should satisfy Rule 193 and Rule 15Ga-2 and no separate diligence review should be required to be conducted or disclosed by the issuer or underwriter. In addition, to the extent the Commission requires third party due diligence providers to consent to Section 11 expert liability, third party due diligence providers should be exempt from Section 11 expert liability with respect to any asset review conducted prior to the effective date of the final rule.
  • The final rule should expressly provide that a review of assets may consist of a sampling and should not require a review of 100% of the assets in a pool.
  • The Commission should modify the requirements of Item 1111(a)(8) of Regulation AB such that disclosure of deviations from underwriting criteria, without any materiality threshold, is not required and information with respect to who made the decision to include deviating assets as part of the pool and on what criteria should be excluded.
  • The Commission should clarify that the issuer may rely on the diligence performed by an affiliated originator even in those cases where the affiliated originator is not the sponsor of the securitization.
  • CMBS issuers should be able to rely on the diligence conducted by unaffiliated originators who are not sponsors in the securitization.
  • Due diligence conducted by an underwriter for purposes of establishing its due diligence defense in connection with an offering of securities should be excluded from the requirements of the proposed Rule 15Ga-2.
  • The scope of the rule should exclude any “foreign-offered ABS” that were initially offered and sold in accordance with Regulation S and that have foreign assets that comprise a majority of the value of the asset pool.
  • The phase-in period for the final rule should be at least 18 months from the date of publication."
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Loan Syndications and Trading Association - November 15, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 15, 2010

In the comment letter, LSTA provides the following opinions:

  • The SEC should exclude CLO closing date letters and internal materials prepared by asset managers from the proposed rule;
  • A CLO manager does not fit the definition of "third party" as set by the proposal; and
  • Specific internal credit materials prepared by the CLO manager should also be excluded from the proposed rule.
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Americans for Financial Reform - November 15, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 15, 2010

Americans for Financial Reform encourages the SEC's enforcement of strict and appropriate standards for issuer review of assets in asset-back security transactions. In this way, the Commission will be able to discover law violations and inaccurate disclosures in a timely manner. These rules must also apply to both public and private offerings.

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ABA Securities Association - November 16, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 16, 2010

In the comment letter, the ABA Securities Association:

  • "agrees that the Commission should at this time refrain from specifying a minimum standard for review or the types of review required, but should state in the final rule that sampling of assets is a permissible technique for conducting due diligence, and that the reports to be disclosed relate to the quality of the underlying assets;" and
  • "strongly urges the Commission to limit the disclosure of the findings and conclusions of third-party due diligence reports under Section 932 to those provided to NRSROs in connection with rating an ABS transaction and that such disclosure requirements not be applied more broadly to the due diligence conducted by issuers or third-parties acting on their behalf."
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American Bar Association - November 17, 2010

Issuer Review of Assets in Offerings of Asset-Backed Securities
November 17, 2010

In the letter, the ABA comments on the proposed provision that an asset-backed securities issuer perform a review of the assets, on issuer diligence in registered offerings and on third-party diligence reports.

The ABA:

  • "[does] not agree that the SEC should mandate that an ABS issuer perform any specific types of review;"
  • believes that the the same type of diligence should not apply to every type of structured transaction;
  • agrees that issuers should be allowed to rely on third parties in preparing reviews;
  • "[does] not believe that the Commission's approach to proposed Item 1111(a)(7) is mandated by §945 of the Dodd-Frank Act. Congress adopted §945 and §932 of the Dodd-Frank Act at the same time, while using different language. We believe that these provisions should be read to require different kinds of conduct, in order to give meaning to the different language Congress chose to employ. Had Congress meant to require disclosure of the findings and conclusions of the issuer’s required diligence review, it would (and could easily) have said so;"
  • believes that the breadth of the definition for the term "asset-backed security" and recommends the exclusion of "inappropriate" categories, including covered bonds, hybrid capital securities, and pooled investment vehicles, as well as other asset types;
  • urges a reconsideration of certification rules, particularly the requirement of issuers becoming "experts," under §15E(s)(4).
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Comments on Proposed Rule on Asset-Backed Securities (Shelf Eligibility Conditions for Asset-Backed Securities)

Bank of America - October 4, 2011

Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities
October 4, 2011

In the comment letter, Bank of America puts forward the following comments regarding eligibility for shelf registration statements:

  • "No additional conditions are necessary as replacements for the investment grade rating condition to shelf eligibility;
  • The depositor certification will not achieve its intended purpose;
  • The depositor certification is flawed in the details of its substantive provisions;
  • The credit risk manager concept is generally sound, and we agree with the Commission that a 'one size fits all' approach would not be workable and recommend certain changes to ensure that appropriate flexibility is preserved; and
  • The investor communication provision should be revised in a manner that is consistent with the Commission’s Request for Comment 43."

The re-proposal of the rules also elicited the following suggestions:

  • "Asset-level disclosure requirements should be phased in;
  • Public-style disclosure should not be required for private offerings;
  • Asset-level disclosure should not be required for ABS backed by assets not listed on Schedule L; and
  • The cash flow waterfall program requirement should be abandoned."
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Wells Fargo - October 4, 2011

Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities
October 4, 2011

In the letter, Wells Fargo comments on re-proposed shelf eligibility requirements, re-proposed disclosure requirements, and the "privately issued structured finance products” provisions in the proposed rules. The company also addresses such issues as residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), and auto loan- and lease-backed ABS (Auto ABS).

The letter previously sent by Wells Fargo is referenced in such comments as the following:

"In the Prior WF Comment Letter we expressed concerns about various aspects of these new requirements for shelf-eligibility. In response to the many comments received, as well as the passage of Dodd-Frank, the SEC is proposing to modify these requirements. We appreciate the SEC’s effort in this regard. However, we strongly believe that certain modifications are necessary in order to allow for a feasible replacement to the investment grade rating requirement. Otherwise, the Proposed Rules could prevent the return of private capital to the dormant sectors of the securitization market, such as private label RMBS, and could impair other sectors of the securitization market that are finally recovering, such as Auto ABS and CMBS, and thereby greatly reduce the availability of credit to consumers and small businesses."

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Loan Syndications & Trading Association - October 4, 2011

Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities
October 4, 2011

LSTA suggests that:

"Instead of requiring information that is infeasible or less relevant to syndicated loans, CLOs or CLO investors, in its prior letter the LSTA recommended that the SEC consider disclosure requirements that reflect the characteristics of the loan market and the needs of CLO investors."

LSTA also recommends that the following information be provided for each loan in the portfolio:

  • identity of the asset;
  • the identification number, if applicable;
  • borrower, guarantor or other obligor;
  • principal balance;
  • annual interest rate or the spread to LIBOR (or other applicable reference index) and the reference index, as applicable;
  • maturity date;
  • country in which the issuer, borrower under an assignment of a bank loan or selling institution is organized;
  • public ratings, if available; and
  • if the loan has defaulted, its market value.
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Better Markets - October 4, 2011

Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities
October 4, 2011

From the comment letter:

  • "The certification from senior management regarding the ABS offering must cover the expected cash flows from the offering, as proposed, and not only the accuracy of prospectus disclosures, as advocated by industry proponents;
  • Language indicating that the certification is not a guarantee must be removed;
  • The certification must be made by the chief executive officer;
  • The triggers requiring a review of pool assets by a credit risk manager for noncompliance with representations and warranties should be expanded, and should include a catchall provision;
  • Independence requirements for the credit review manager should be improved;
  • The mediation and arbitration remedies must not preclude judicial recourse;
  • The five day period in which investors must have access to transaction information prior to sale must not be shortened;
  • Access to the underlying transaction documents is also essential for the benefit of investors;
  • Use of model forms to disclose information about representations and warranties must be conditioned on use of a form reflecting the investors' perspective;
  • Broker compensation must be included in the asset-level data set, as required by the Dodd-Frank Act;
  • Disclosure of risk retention on an asset-level basis must also be required, in accordance with the Dodd-Frank Act; and
  • Disclosure of detailed information about esoteric assets underlying structured finance products is essential."
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WL Ross & Co. - July 30, 2010

Asset-Backed Securities
July 30, 2010

WL Ross & Co. recommends in the comment letter that servicer advance facilities (SAFs) be removed from the proposed definition of "structured finance products," exempting SAFs entirely.

  • "Investors in SAFs currently obtain the disclosure necessary to understand any risks involved in such transactions;
  • Securities offered through SAFs have never been offered or sold publicly;
  • A servicer has a vested interest in a SAF's performance because a servicer's continuing and future access to funding depends on the performance of the loans it services.
  • If the Commission does not exempt SAFs from the Proposed Rules, most of the asset-level data points required to be reported under the Proposed Rule will be applicable to SAFs."
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Loan Syndications and Trading Association - July 30, 2010

Asset-Backed Securities
July 30, 2010

From the comment letter:

  • "Private placement CLO issuers should be exempted or, if exemption is not provided, afforded the opportunity to "opt-out" from prescribed disclosure requirements, as well as prescribed reporting requirements where no initial investor in the CLO transaction requests such reporting;
  • The SEC should provide clarity as to the required information for a CLO structure, rather than grouping these structures with other types of transactions and giving little guidance beyond a general reference to Regulation AB and Form S-l under the Securities Act;
  • Liability under Rule 192 for a failure to provide reporting information should not be in the nature of fraud or deceit."
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BNY Mellon - July 30, 2010

Asset-Backed Securities
July 30, 2010

In the comment letter, BNY Mellon favors the portion of the proposed rule regarding analytic disclosure, believing it would:

  • "enhance market transparency;
  • shift the focus of risk disclosure from the few scenarios selected by an issuer to the many sought by investors;
  • protect investors' privacy by allowing them to analyze each transaction themselves, without disclosing the nature of that analysis to issuers, underwriters or other investors;
  • empower investors to analyze transactions throughout each transaction's life cycle, allowing lessons learned from existing transactions to be applied to new transactions;
  • promote a dialogue between issuers, underwriters and investors that is open, complete and fair;
  • broaden the general understanding of asset-backed securities;
  • enable alternative critical points of view, in addition to the existing credit-rating agencies;
  • support any effort to evaluate and monitor market risk; and
  • reduce operational errors."

Before finalizing the rule, BNY Mellon recommends that the Commission:

  • "clarify technical architecture;
  • establish rights and responsibilities for intellectual property; and
  • promote interoperability, usability and open access."
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Wells Fargo - August 2, 2010

Asset-Backed Securities
August 2, 2010

In the letter, Wells Fargo presents the following comments with regard to registration requirements for asset-backed securities (ABS), new requirements for private offerings, enhanced disclosure requirements at the time of an ABS offering, enhanced disclosure requirements on an ongoing basis, and other items.

From the comment letter:

"Wells Fargo supports many of the proposed revisions to Regulation AB and recognizes that increased transparency and other reforms are needed for new securitizations. We believe a healthy securitization market is critical to support asset funding and liquidity needs essential to assuring the availability and affordability of consumer and business credit for financial products. However, unless some of the proposals contained in the Proposed Rule are altered in very substantial ways, we are extremely concerned that a vibrant and sustainable securitization market will not develop, but instead will stagnate as a result of overly restrictive and burdensome regulations. The primary focus of our letter is to expand on this latter concern in relation to certain specific aspects of the proposal and also to recommend constructive changes that we believe would be more effective in achieving the goals of the SEC."

Specific suggestions include the removal of risk retention as a condition to shelf registration eligibility, refining of the rules surrounding depositor CEO certifications, and requiring the inclusion of particular repurchase governance provisions in transaction documents.

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SIFMA - August 2, 2010

Asset-Backed Securities
August 2, 2010

In the letter, SIFMA comments on registration under the Securities Act, disclosure requirements of the proposed rule, the definition of asset-backed security, Exchange Act reporting proposals, and privately offered structured finance products.

These suggestions include:

  • "SIFMA supports regulations that give investors sufficient time to review information about a securities offering before deciding whether to invest. But a five business day period to review a preliminary prospectus, as the Commission has proposed for shelf offerings, is longer than is needed in some ABS offerings, and five business days is generally more time than is needed to review a material change to a preliminary prospectus. We request adjustments to these time periods as described below.
  • We urge the Commission not to prohibit shelf registration of ABS.
  • We ask that the Commission apply a 20 percent prefunding limit to ABS offerings on proposed Form SF-1 rather than the 10 percent limit that has been proposed.
  • We ask the Commission to reconsider its proposal to reduce from five percent to one percent the threshold for requiring the filing of a current report under Item 6.05 Form 8-K, and we ask the Commission not to add proposed Item 6.09 to Form 8-K."
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Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act

Bank of America - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

From the comment letter:

  • "The rule should require reporting on credible repurchase requests only;
  • The rule should require disclosure of repurchase requests only for transactions entered into following the effective date of the rules;
  • If the reporting of information regarding repurchase activity for transactions predating the effective date of the rule is retained, Section 11 liability should not apply to any information for transactions that predate the effective date of the rule;
  • The rule should require a securitizer to report repurchase request history by asset class, not for all asset classes;
  • The ongoing reporting obligation should be quarterly rather than tied to a monthly remittance cycle, and reporting should only be required if any repurchase activity has occurred;
  • Greater clarity is needed with respect to the disclosure requirements under the rule, and the Commission should adopt a safe harbor under certain securities laws for the information disclosed as required by the rule;
  • Prospectus disclosure requirements should be subject to a materiality threshold;
  • The tabular disclosure should better track the resolution process with respect to repurchase requests;
  • Agency securitizations should be excluded from the rule;
  • The definition of securitizer in agency transactions should be clarified; and
  • A transition period of at least 18 months from the effective date of the rule should be provided."
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Wells Fargo - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

Wells Fargo puts forward general support for the proposed rule, but expresses the following concerns in the comment letter:

"We urge the SEC to not apply the Proposed Rule to transactions in existence prior to the effective date of the Proposed Rule. We also suggest that the definition of 'repurchase request' for purposes of the Proposed Rule be limited to repurchase requests formally submitted pursuant to the terms of the underlying transaction documents and require an allegation of a specific representation and warranty breach."

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Fannie Mae & Freddie Mac - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

From the comment letter:

"The GSEs [Fannie Mae & Freddie Mac] have fundamental concerns related to several elements included in the Proposing Release, and we believe that the proposed requirements, if applied to the GSEs, will result in fragmented, incomplete or distorted disclosure that is potentially misleading to investors. If the Commission is of the view that disclosure requirements related to repurchase requests should apply to the GSEs, we believe that the modifications that we suggest would both reduce the burden and enhance the usefulness of such disclosure. We urge the Commission to consider the views expressed in this letter before imposing any related changes to the existing regulatory framework."

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SIFMA - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

From the comment letter:

  • "SIFMA supports the scope of Rule 15Ga-1 being limited, as proposed, to transactions for which the related transaction documents contain covenants to repurchase or replace an asset;
  • Rule 15Ga-1 should exclude Asset-Backed Commercial Paper;
  • The obligation to disclose repurchase demands should apply to securitized assets of a single asset class;
  • Reporting repurchase requests should be required only to the extent a securitizer has a reportable repurchase history;
  • The definition of securitizer should be applied solely to Fannie Mae or Freddie and not the financial institution transferring loans to Fannie Mae or Freddie Mac;
  • To the extent the final rule is applied retrospectively, what constitutes a 'repurchase request' should be defined in connection with such retrospective disclosure;
  • Filing of Form ABS-15G should be required no more frequently than quarterly;
  • Regulation AB disclosures should be presented in the same format as required under proposed Rule 15Ga-1;
  • Foreign-offered ABS should be excluded from the scope of Rule 15Ga-1;
  • NRSROs should disclose the required information for 'similar securities' based on the narrowest definition of asset class and sub-type; and
  • The phase-in period for the prospective application of disclosure requirements under proposed Rule 15Ga-1 should be at least 18 months from the date of publication of the final rule."
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Moody's - November 17, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 17, 2010

In the comment letter, Moody's Investor Services recommends that:

  • "Certain terms in Section 943(1)(A) should be clarified and NRSROs should be permitted to fulfill its mandate by referencing the representations, warranties (R&Ws) and enforcement mechanisms in the transaction documents so that NRSRO disclosures are more useful for the investor; and
  • Rather than establishing a rigid rules-based system, the Commission’s final rule should encourage best practices to evolve in the market around R&Ws and permit NRSROs to fulfill the requirements in Section 943(1)(B) by using industry standards where they exist."

Moody's suggests that the term asset-backed security (ABS) should be more limited in its definition.

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Standard & Poor's - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

According to the comment letter, Standard & Poor's suggests that it would be appropriate if affected institutions were able to decide on their own comparisons in the required disclosure and if nationally recognized statistical ratings organizations (NRSROs) were able to use publicly available information listed by the issuer/sponsor as a means of satisfying the disclosure requirements.

The letter answers several questions posed in the release regarding the proposed rule. One example is as follows:

Q: "Section 932 of the Act further amends the Exchange Act by adding a new paragraph (s) to Section 15E requiring a form to accompany the publication of each credit rating that discloses certain information and requiring that we adopt rules requiring NRSROs to prescribe and use such a form. Would it be appropriate to require the inclusion of the disclosures about representations, warranties and enforcement mechanisms required under proposed Rule 17g-7 in the form used to make the disclosures that will be required under rules adopted pursuant to Exchange Act Section 15E(s)? Are there any timing issues that we should take into account in determining whether to do so?"

A: "We believe it important that the form contemplated by Section 15E(s) of the Exchange Act not require information about representations, warranties and enforcement mechanisms, or similar securities, that is different from, or in addition to, the disclosures required by Rule 17g-7, because investors should not need to consult two different sources to locate relevant information on these topics. We also believe that when the Section 15E(s) form accompanies a rating report, the NRSRO should be permitted to include or refer to the Rule 17g-7 information in the Section 15E(s) form only, in order to avoid repetitive disclosure. We will be in a better position to comment on any timing issues associated with publication of the form after the Commission has proposed implementing rules."

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Investment Company Institute - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

The Investment Company Institute makes recommendations for the improvement of asset-backed securities (ABS) disclosure and nationally recognized statistical ratings organization (NSRSO) disclosure, as well as for the scope of the definition of ABS.

Regarding the definition:

"We urge the Commission, however, to take a holistic approach to such disclosure. We are concerned that a piecemeal approach to municipal securities disclosure would have the unintended effect of creating confusion for investors and issuers alike because different classes of municipal securities would be subject to different disclosure requirements. Instead, we recommend that the Commission expressly exclude municipal securities from the scope of the proposals and wait for the results from its field hearings with municipal market participants,7 as well as the GAO studies on municipal securities mandated by the Dodd-Frank Act, before determining whether to apply the ABS disclosure requirements to a small piece of the municipal securities market.8 We believe this approach would be consistent with the guidance provided by the Dodd-Frank Act conference committee when it stated that, 'Regulators also are required to issue total or partial exemptions from risk-retention and disclosure requirements for municipal securities and for securitizations of assets issued or guaranteed by federal agencies, as long as the exemption is in the public interest and for the protection of investors.'"

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ABA Securities Association - November 16, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 16, 2010

From the comment letter:

"ABA and ABASA strongly urge the Commission to implement Rule 15Ga-1 prospectively and define the repurchase 'demands' to be reported as only those that conform to the procedures specified in the transaction documents. We further believe the Commission should require reporting on Form ABS-15G no more frequently than on a quarterly basis and that filing by asset class should be permitted."

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Financial Services Roundtable - November 15, 2010

Disclosure for Asset-Backed Securities Required by Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
November 15, 2010

From the comment letter:

  • "The Commission should not require securitizers to re-create data from prior periods;
  • The Commission should not require securitizers to disclose information as to which they do not have legal or contractual rights or reporting authority;
  • The Commission should provide a clear and concise definition of 'demands,' which we believe should be limited to those made in conformity with the transaction documents;
  • The Commission should expand the columns in the proposed table to facilitate better reporting of the status of repurchase demands;
  • Securitizers should not be required to aggregate Form ABS-15G disclosures across asset classes where such aggregation will not provide meaningful information to investors;
  • Securitizers should not be required to include repurchase demands from Section 4(2) private placements where assets and representations were specifically tailored for the investors in such private placements;
  • Form ABS-15G should be filed no more frequently than quarterly, and should not be filed repeatedly by securitizers with no demand or repurchase history; and
  • Securitizers should be afforded an extended transition period to establish necessary systems and procedures, and an even longer period if they are required to re-create records of historical demands."
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References

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