Federal Register / Vol. 74, No. 204 / Friday, October 23, 2009 / Proposed Rules 54767 

www.faa.gov/airports_airtraffic/ 

air_traffic/publications/ 

airspace_amendments/. 

You may review the public docket 

containing the proposal, any comments 

received and any final disposition in 

person in the Dockets Office (see 

ADDRESSES section for address and 

phone number) between 9 a.m. and 5 

p.m., Monday through Friday, except 

Federal holidays. An informal docket 

may also be examined during normal 

business hours at the office of the 

Eastern Service Center, Operations 

Support Group, Federal Aviation 

Administration, Room 210, 1701 

Columbia Ave., College Park, GA 30337. 

Persons interested in being placed on 

a mailing list for future NPRMs should 

contact the FAA’s Office of Rulemaking, 

(202) 267–9677, for a copy of Advisory 

Circular No. 11–2A, Notice of Proposed 

Rulemaking Distribution System, which 

describes the application procedure. 

The Proposal 

The FAA is proposing an amendment 

to Title 14, Code of Federal Regulations 

(14 CFR) part 71 to revise the 

description of high altitude RNAV route 

Q–108. The route currently extends 

between the GADAY and CLAWZ 

waypoints. This action would realign 

the route to terminate at the HKUNA 

WP, instead of CLAWZ, where it would 

join the PIGLT TWO standard terminal 

arrival (STAR) serving the Orlando 

International Airport, FL. In addition, 

two new WPs, IZZEY and FRNKS, 

would be added to Q–108 between 

GADAY and HKUNA. This change 

would shift the alignment of Q–108 

slightly to the south of its current track. 

This revision would enhance the 

efficiency of the route structure in the 

northern Florida area. 

High altitude RNAV routes are 

published in paragraph 2006 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 RNAV route listed in this 

document would be subsequently 

published in 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 revises the route structure as required 

to preserve the safe and efficient flow of 

air traffic. 

Environmental Review 

This proposal will be subject to an 

environmental analysis in accordance 

with FAA Order 1050.1E, 

‘‘Environmental Impacts: Policies and 

Procedures,’’ prior to any FAA final 

regulatory action. 

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, Dated August 27, 2009, and 

effective September 15, 2009, is 

amended as follows: 

Paragraph 2006 United States Area 

Navigation Routes. 

* * * * * 

Q-108 GADAY to HKUNA [Revised] 

GADAY 

Lat. 31°02′28′′ N., long. 86°08′02′′ W. 

IZZEY 

Lat. 30°56′59′′ N., long. 85°30′14′′ W. 

FRNKS 

Lat. 30°41′58′′ N., long. 83°46′33′′ W. 

HKUNA 

Lat. 30°36′02′′ N., long. 83°05′36′′ W. 

* * * * * 

Issued in Washington, DC, on October 15, 

2009. 

Edith V. Parish, 

Manager, Airspace & Rules Group. 

[FR Doc. E9–25492 Filed 10–22–09; 8:45 am] 

BILLING CODE 4910–13–P 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Part 232 

[Release No. 33–9074; File No. S7–23–09] 

RIN 3235–AK44 

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 

amend Rule 312 of Regulation S–T 

which provides a temporary filing 

accommodation for filings with respect 

to asset-backed securities that allows 

static pool information required to be 

disclosed in a prospectus to be provided 

on an Internet Web site under certain 

conditions. Under Rule 312, such 

information is deemed to be included in 

the prospectus included in the 

registration statement for the assetbacked securities. Rule 312 currently 

applies to filings with respect to assetbacked securities filed on or before 

December 31, 2009. We propose to 

amend Rule 312 to extend its 

application for one year. Under the 

proposed extension, the rule would 

apply to filings with respect to assetbacked securities filed on or before 

December 31, 2010. 

DATES: Comments should be received on 

or before November 23, 2009. 

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); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 


CPrice-Sewell on DSKGBLS3C1PROD with PROPOSALS
54768 Federal Register / Vol. 74, No. 204 / Friday, October 23, 2009 / 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 (December 22, 2004) [70 FR 1506] (adopting 

release related to Regulation AB and other new 

rules and forms related to asset-backed securities) 

(hereinafter, the ‘‘Adopting Release’’). 

6 17 CFR 229.1100 et seq. 

7See Form S–1 and Form S–3 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 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 Adopting Release, 

Section III.B.4.b. 

12Adopting Release, Section III.B.4.b. 

13 17 CFR 230.424. 

14 17 CFR 229.512(l). 

15 17 CFR 232.312. As we indicated in the 

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 

Number S7–23–09 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 S7–23–09. 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 public inspection and 

copying 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: John 

Harrington, Attorney-Adviser, Division 

of Corporation Finance, at (202) 551– 

3430, U.S. Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–3628. 

SUPPLEMENTARY INFORMATION: We are 

proposing an amendment to Rule 312 1

of Regulation S–T.2

I. Background and Discussion of the 

Proposed Amendment 

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 Adopting Release, 

in response to the Commission’s 

proposal to require material static pool 

information in prospectuses for ABS 

offerings, many commenters 

representing both asset-backed issuers 

and investors requested flexibility in the 

presentation of such information. In 

particular, commenters 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. 

Commenters 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

We are proposing to extend the 

temporary filing accommodation set 

forth in Rule 312 of Regulation S–T for 

one year so that it would apply to filings 

with respect to ABS filed on or before 

December 31, 2010. 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 424.13 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 14 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.15


CPrice-Sewell on DSKGBLS3C1PROD with PROPOSALS
Federal Register / Vol. 74, No. 204 / Friday, October 23, 2009 / Proposed Rules 54769 

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]. Adopting Release, Section 

III.B.4.b. 

16See, e.g., Internet Availability of Proxy 

Materials, Release No. 34–55146 (Jan. 22, 2007) [72 

FR 4148] (adopting release for voluntary E-Proxy 

rules) and Internet Availability of Proxy Materials, 

Release No. 34–52926 (December 8, 2005) [70 FR 

74598] (proposing release for voluntary E-Proxy 

rules). See also Enhanced Disclosure and New 

Prospectus Delivery Option for Registered OpenEnd Management Investment Companies, Release 

No. 33–8998, Section III.A.4.c (Jan. 13, 2009) [74 FR 

4546] (adopting Item 11(g)(2) of Form N–1A under 

the Investment Company Act of 1940 [15 U.S.C. 

80a–1 et seq.] which allows exchange-traded funds 

to provide premium/discount information on a Web 

site rather than in a prospectus or annual report) 

and Securities Offering Reform, Release No. 33– 

8591, Section VI.B.1 (July 19, 2005) [70 FR 44722] 

(adopting ‘‘access equals delivery’’ model for final 

prospectus delivery). 

17 44 U.S.C. 3501 et seq. 

18The collections of information to which Rule 

312 of Regulation S–T relates from ‘‘Form S–1’’ 

(OMB Control No. 3235–0065) and ‘‘Form S–3’’ 

(OMB Control No. 3235–0073). 

19 17 CFR 229.1105. 

20See Form S–1 and Form S–3 under the 

Securities Act. 

21 17 CFR 232.312(a). 

We believe that it is appropriate to 

extend the filing accommodation 

provided by Rule 312 before its 

expiration after December 31, 2009. 

Based on the staff’s experience since 

Rule 312 became effective in 2006, the 

vast majority of residential mortgagebacked 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. Furthermore, we 

believe that it remains the case that it 

could be difficult to file the information 

electronically on EDGAR as it exists 

today and difficult for investors to use 

in that format. 

Since the adoption of Rule 312 in 

December, 2004, technological advances 

and expanded use of the Internet have 

enabled the Commission to adopt 

additional rules incorporating electronic 

communications. The Commission 

continues to recognize that, in certain 

circumstances and under certain 

conditions, the Internet can present a 

reliable and cost-effective alternative or 

supplement to traditional disclosure 

methods.16 On the other hand, we are 

mindful of the benefit of having 

information filed on the EDGAR system. 

The staff of the Division of 

Corporation Finance is currently 

engaged in a broad review of the 

Commission’s regulation of ABS 

including disclosure, offering process, 

and reporting of asset-backed issuers. 

Along with this review, the staff of the 

Division of Corporation Finance is 

continuing to explore whether a filing 

mechanism for static pool information 

that fulfills the objectives identified 

above is feasible. As the staff considers 

this issue further, we believe it is 

appropriate to extend the temporary 

filing accommodation for one year. We 

believe a proposal for a long-term 

solution for providing static pool 

disclosure would be better considered 

together with other possible proposals 

to revise the regulations governing the 

offer and sale of ABS. The proposed 

one-year extension of Rule 312 is 

intended to provide time to enable us to 

proceed in this manner. 

We are soliciting comments in this 

release about current practice and 

potential alternatives for providing 

static pool disclosure and will consider 

the responses we receive in determining 

whether to extend Rule 312 or to 

address the issue more broadly as part 

of a package of ABS proposals. 

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 an extension of the filing 

accommodation appropriate? What 

would be the consequences if the 

accommodation lapsed on December 31, 

2009 and static pool information was 

required in an EDGAR filing beginning 

January 1, 2010? 

• How could static pool information 

be filed with the Commission in a costeffective manner that continues to allow 

the information to be provided in a 

format that promotes utility and 

functionality? Are there alternative 

filing mechanisms that could replace or 

supplement Rule 312? 

• Have investors or other market 

participants had any difficulties with 

locating, accessing, viewing or 

analyzing static pool information posted 

on an Internet Web site pursuant to the 

filing accommodation provided by Rule 

312 of Regulation S–T? Has the 

information remained on the Web site 

for the required duration and have 

updates and changes been appropriately 

reflected? 

• Have issuers found that the Internet 

Web site posting accommodation 

provided by Rule 312 has enabled them 

to provide the required static pool 

information in a cost-effective, efficient 

and useful manner? Have issuers 

encountered any issues or problems 

with Internet Web site posting pursuant 

to Rule 312? How should we address 

those issues or problems? 

• Would the proposed one-year 

extension present particular problems 

for investors? Would a shorter or more 

narrowly tailored extension ameliorate 

those concerns? 

• Should the filing accommodation 

be extended for longer than one year, for 

example, two, three or five years, or 

made permanent? If so, are there any 

revisions to the rule that should be 

made? 

• Are there any other changes we 

should consider making to Rule 312 of 

Regulation S–T? 

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’’).17 OMB 

approved these requirements.18

Item 1105 of Regulation AB19

requires certain static pool information, 

to the extent material, to be provided in 

prospectuses included in registration 

statements for ABS offerings.20 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.21 The 

proposed amendment to Rule 312 

extends the existing temporary filing 

accommodation provided by the rule for 

one additional year. 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. 

III. Cost-Benefit Analysis 

In this section, we examine the 

benefits and costs of our proposed 

amendment. We request that 

commenters provide views and 

supporting information as to the 

benefits and costs associated with the 


CPrice-Sewell on DSKGBLS3C1PROD with PROPOSALS
54770 Federal Register / Vol. 74, No. 204 / Friday, October 23, 2009 / Proposed Rules 

22See Section I above and Adopting Release, 

Section V.D. 

23See Section I above. 24See Adopting Release, Section V.D. 25 5 U.S.C. 603. 

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 commenters requested 

flexibility in the presentation of 

required static pool information. Given 

the large amount of statistical 

information involved, commenters 

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 be 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 

and also removed the burden on issuers 

of duplicating the information in each 

prospectus as well as easing the burdens 

of updating such information.22 As we 

discussed in the 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 extending the accommodation 

provided by Rule 312, these benefits to 

both issuers and investors would 

continue to apply. As discussed above, 

many ABS issuers rely on Rule 312 to 

provide static pool information on an 

Internet Web site rather than in an 

EDGAR filing.23 We do not believe we 

can implement an alternative filing 

mechanism by the end of 2009 that 

would meet the objectives of both 

issuers and investors to present static 

pool information in an efficient, costeffective form that would provide 

investors utility and functionality in 

terms of accessing and analyzing that 

information. Therefore, if we do not 

amend Rule 312 to extend its 

application, static pool information 

would be required in EDGAR filings 

beginning on January 1, 2010. 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. 

By extending Rule 312, we seek to 

avoid these potentially negative effects 

for issuers and investors as we continue 

to explore the best format in which to 

require the filing of static pool 

information. As indicated above, the 

staff of the Division of Corporation 

Finance is considering this issue along 

with other proposals addressing the 

disclosure, offering process and 

reporting of asset-backed issuers. 

B. Costs 

We do not believe a one-year 

extension of the Rule 312 

accommodation would impose any new 

or increased costs on issuers. In the 

Cost-Benefit Analysis section of the 

Adopting Release, we noted that assetbacked 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.24 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 year. 

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, 

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. 

IV. Small Business Regulatory 

Enforcement Fairness Act 

For purposes of the Small Business 

Regulatory Enforcement Fairness Act of 

1996, or ‘‘SBREFA,’’ 25 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. Commenters 

are requested to provide empirical data 

and other factual support for their views 

if possible. 

V. 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 extends its 

application for one year. We are not 

proposing changes to the conditions of 

Rule 312 or to the disclosure obligations 


CPrice-Sewell on DSKGBLS3C1PROD with PROPOSALS
Federal Register / Vol. 74, No. 204 / Friday, October 23, 2009 / Proposed Rules 54771 

26 17 CFR 230.157. 27Asset-Backed Securities, Release No. 33–8419 

(May 3, 2004) [69 FR 26650] (proposing release 

related to Regulation AB and other new rules and 

forms related to asset-backed securities). 

to which it applies. We do not believe 

that a one-year 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. Commenters are 

requested to provide empirical data and 

other factual support for their view to 

the extent possible. 

VI. Regulatory Flexibility Analysis 

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 26 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. 

In 2004, when we proposed the new and 

amended rules and forms to address the 

registration, disclosure and reporting 

requirements for ABS, we certified that 

the proposals would not have a 

significant economic impact on a 

substantial number of small entities. 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 proposals under the 

Regulatory Flexibility Act. The staff 

analyzed sponsors that conducted 

registered public offerings of ABS 

during 2003. No sponsor had total assets 

of $5 million or less.27 Based on staff 

experience, we continue to believe that 

few, if any, sponsors are small entities. 

In addition, even if some 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. As discussed above in Section 

III, we do not believe the proposed 

extension would impose any new or 

increased costs on ABS issuers. 

Accordingly, we do not believe that the 

extension, if adopted, would have a 

significant economic impact on a 

substantial number of small entities. 

We solicit written comments 

regarding this certification. We request 

comment on whether the proposals 

could have an effect that we have not 

considered. We request that commenters 

describe the nature of any impact on 

small entities and provide empirical 

data to support the extent of the impact. 

VII. 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. 

* * * * * 

§ 232.312 [Amended] 

2. Amend § 232.312 by removing 

‘‘December 31, 2009’’ and in its place 

adding ‘‘December 31, 2010’’ in the first 

sentence of paragraph (a). 

* * * * * 

Dated: October 19, 2009. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–25496 Filed 10–22–09; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF HEALTH AND 

HUMAN SERVICES 

Food and Drug Administration 

21 CFR Part 514 

[Docket No. FDA–2009–N–0436] 

New Animal Drug Applications 

AGENCY: Food and Drug Administration, 

HHS. 

ACTION: Proposed rule. 

SUMMARY: The Food and Drug 

Administration (FDA) is proposing to 

amend the regulations regarding new 

animal drug applications (NADAs). 

Specifically, this proposed rule is being 

issued to provide that NADAs shall be 

submitted in the form and containing 

the information described, as 

appropriate for the particular 

submission. Currently, the regulation 

requires that all NADAs contain the 

same informational sections and does 

not explicitly provide the appropriate 

flexibility needed to address the 

development of all types of new animal 

drug products. This amendment will 

allow the agency to appropriately 

review safety and effectiveness data 

submitted to support the approval of 

new animal drug products. This 

proposed rule is a companion document 

to the direct final rule published 

elsewhere in this issue of the Federal 

Register. 

DATES: Submit written comments on or 

before January 6, 2010. If FDA receives 

any significant adverse comments, the 

agency will publish a document 

withdrawing the direct final rule within 

30 days after the comment period ends. 

FDA will then proceed to respond to 

comments under this proposed rule 

using the usual notice and comment 

procedures. 

ADDRESSES: You may submit comments, 

identified by Docket No. FDA–2009–N– 

0436 by any of the following methods: 

Electronic Submissions: 

Submit electronic comments in the 

following way: 

• Federal eRulemaking Portal: http:// 

www.regulations.gov. Follow the 

instructions for submitting comments. 

Written Submissions: 

Submit written submissions in the 

following ways: 

• FAX: 301–827–6870. 

• Mail/Hand delivery/Courier [For 

paper, disk, or CD–ROM submissions]: 

Division of Dockets Management (HFA– 

305), Food and Drug Administration, 

5630 Fishers Lane, rm. 1061, Rockville, 

MD 20852. 

To ensure more timely processing of 

comments, FDA is no longer accepting 


CPrice-Sewell on DSKGBLS3C1PROD with PROPOSALS