Federal Register / Vol. 75, No. 171 / Friday, September 3, 2010 / Proposed Rules 54059 

AZXEW intersection, to the Cedar Lake, 

NJ, VORTAC. An air traffic survey 

conducted from June 1, 2009 to May 31, 

2010, revealed that only 15 instrument 

flight rules flights utilized V–284. The 

FAA believes that retaining the airway 

for this low number of IFR activities is 

not cost effective. 

VOR Federal airways are published in 

paragraph 6010 of FAA Order 7400.9T, 

dated August 27, 2009 and effective 

September 15, 2009, which is 

incorporated by reference in 14 CFR 

71.1. The VOR Federal airway listed in 

this document would be removed 

subsequently from the Order. 

The FAA has determined that this 

proposed regulation only involves an 

established body of technical 

regulations for which frequent and 

routine amendments are necessary to 

keep them operationally current. 

Therefore, this proposed regulation: (1) 

Is not a ‘‘significant regulatory action’’ 

under Executive Order 12866; (2) is not 

a ‘‘significant rule’’ under Department of 

Transportation (DOT) Regulatory 

Policies and Procedures (44 FR 11034; 

February 26, 1979); and (3) does not 

warrant preparation of a regulatory 

evaluation as the anticipated impact is 

so minimal. Since this is a routine 

matter that will only affect air traffic 

procedures and air navigation, it is 

certified that this proposed rule, when 

promulgated, will not have a significant 

economic impact on a substantial 

number of small entities under the 

criteria of the Regulatory Flexibility Act. 

The FAA’s authority to issue rules 

regarding aviation safety is found in 

Title 49 of the United States Code. 

Subtitle I, Section 106 describes the 

authority of the FAA Administrator. 

Subtitle VII, Aviation Programs, 

describes in more detail the scope of the 

agency’s authority. 

This rulemaking is promulgated 

under the authority described in 

Subtitle VII, Part A, Subpart I, Section 

40103. Under that section, the FAA is 

charged with prescribing regulations to 

assign the use of the airspace necessary 

to ensure the safety of aircraft and the 

efficient use of airspace. This regulation 

is within the scope of that authority as 

it modifies the route structure as 

required to preserve the safe and 

efficient flow of air traffic within the 

National Airspace System. 

Environmental Review 

The FAA has determined that this 

action qualifies for categorical exclusion 

under the National Environmental 

Policy Act in accordance with FAA 

Order 1050.1E, ‘‘Environmental Impacts: 

Policies and Procedures,’’ paragraph 

311a. This airspace action is not 

expected to cause any potentially 

significant environmental impacts, and 

no extraordinary circumstances exist 

that warrant preparation of an 

environmental assessment. 

List of Subjects in 14 CFR Part 71 

Airspace, Incorporation by reference, 

Navigation (air). 

The Proposed Amendment 

In consideration of the foregoing, the 

Federal Aviation Administration 

proposes to amend 14 CFR part 71 as 

follows: 

PART 71—DESIGNATION OF CLASS A, 

B, C, D, AND E AIRSPACE AREAS; AIR 

TRAFFIC SERVICE ROUTES; AND 

REPORTING POINTS 

1. The authority citation for part 71 

continues to read as follows: 

Authority: 49 U.S.C. 106(g), 40103, 40113, 

40120; E.O. 10854, 24 FR 9565, 3 CFR, 1959– 

1963 Comp., p. 389. 

§ 71.1 [Amended] 

2. The incorporation by reference in 

14 CFR 71.1 of FAA Order 7400.9T, 

Airspace Designations and Reporting 

Points, signed August 27, 2009 and 

effective September 15, 2009, is 

amended as follows: 

Paragraph 6010 VOR Federal Airways. 

* * * * * 

V–284 [Removed] 

Issued in Washington, DC, on August 27, 

2010. 

Edith V. Parish, 

Manager, Airspace & Rules Group. 

[FR Doc. 2010–22007 Filed 9–2–10; 8:45 am] 

BILLING CODE 4910–13–P 

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. 

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 assetbacked securities. This rule currently 

applies to filings with respect to assetbacked 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. 


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54060 Federal Register / Vol. 75, No. 171 / Friday, September 3, 2010 / Proposed Rules 

1 17 CFR 232.312. 

2 17 CFR 232.10 et seq. 

3 15 U.S.C. 77a et seq. 

4 15 U.S.C. 78a et seq. 

5See 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. 

7See 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. 

9See 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. 

13Extension of Filing Accommodation for Static 

Pool Information in Filings With Respect to AssetBacked Securities, Release No. 33–9074 (Oct. 19, 

2009) [74 FR 54767] (the ‘‘2009 Static Pool 

Extension Proposing Release’’). 

14The public comments we received are available 

online at http://www.sec.gov/comments/s7-23-09/ 

s72309.shtml. 

15See 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’’). 

16See letter from ASF. 

17See letter from ABA Committees. 

18See 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. 

20See 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. 

21Extension of Filing Accommodation for Static 

Pool Information in Filings With Respect to AssetBacked 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. 

SUPPLEMENTARY INFORMATION: We are 

proposing an amendment to Rule 312 1

of Regulation S–T.2

I. Background 

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

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 assetbacked 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

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

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 


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Federal Register / Vol. 75, No. 171 / Friday, September 3, 2010 / Proposed Rules 54061 

22Asset-Backed Securities, Release No. 33–9117 

(Apr. 7, 2010) [75 FR 23328] (the ‘‘2010 ABS 

Proposing Release’’). 

23Portable 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. 

24Public Law 111–203, 124 Stat. 1376 (July 21, 

2010). 

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. 

28 44 U.S.C. 3501 et seq. 

29The 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). 

30 17 CFR 229.1105. 

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. 

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 assetbacked 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. 

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 eighteenmonth 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. 

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

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 eighteenmonth 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

Item 1105 of Regulation AB30

requires certain static pool information, 

to the extent material, to be provided in 

prospectuses included in registration 


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54062 Federal Register / Vol. 75, No. 171 / Friday, September 3, 2010 / Proposed Rules 

31See Form S–1 and Form S–3 under the 

Securities Act. 32 17 CFR 232.312(a). 33See Section I above and 2004 Adopting Release, 

Section V.D. 

34See Section I of the 2009 Static Pool Extension 

Adopting Release. 

35See 2010 ABS Proposing Release. 36See 2004 Adopting Release, Section V.D. 

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. 

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. 

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. 

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 eighteenmonth 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. 

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 Webbased 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, assetbacked issuers would be able to 

continue their current practices for an 

additional eighteen months. 

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. 


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Federal Register / Vol. 75, No. 171 / Friday, September 3, 2010 / Proposed Rules 54063 

37 5 U.S.C. 603. 

38 17 CFR 230.157. 39This is based on data from Asset-Backed Alert. 

See Section IX of the 2010 ABS Proposing Release. 

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: 

• 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. 

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 § 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 

FEDERAL ENERGY REGULATORY 

COMMISSION 

18 CFR Part 35 

[Docket No. RM10–17–000] 

Demand Response Compensation in 

Organized Wholesale Energy Markets; 

Technical Conference 

AGENCY: Federal Energy Regulatory 

Commission. 

ACTION: Announcement of technical 

conference. 

SUMMARY: This provides notice of the 

date and organization for the technical 

conference relating to the Supplemental 

Notice of Proposed Rulemaking (NOPR) 

and Notice of Technical Conference 

issued on August 2, 2010, and 

published in the Federal Register 

August 6, 2010. As described in the 

Supplemental NOPR, the conference 

will address the use of a net benefits test 

for determining when to compensate 

demand response providers and the 

allocation of costs associated with 

demand response. 

DATES: The technical conference will be 

held at the Federal Energy Regulatory 

Commission, 888 First Street, NE., 

Washington, DC 20426, on September 

13, 2010, beginning at 9 a.m. 

FOR FURTHER INFORMATION CONTACT: 

David Hunger (Technical Information), 

Office of Energy Policy and 

Innovation, Federal Energy Regulatory 

Commission, 888 First Street, NE., 

Washington, DC 20426, (202) 502– 

8148, david.hunger@ferc.gov. 

Caroline Daly (Technical Information), 

Office of Energy Policy and 


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