Section 15(d) of the Exchange Act

SEC Final Rule on Suspension of Duty to File

On August 17, the SEC issued a final rule setting forth thresholds for suspension of the reporting obligations for ABS issuers in connection with Section 942(a) of the Dodd-Frank Act, which eliminated the automatic suspension of duty to file under Section 15(d) of the Exchange Act. As adopted, the rule provides that the duty to file reports by an issuer of a registered offering is suspended if there are no ABS outstanding and the issuer has filed all required reports for the three most recent fiscal years or if, at the beginning of a semi-annual fiscal period (other than in the year the registration statement became effective or a shelf takedown occurred), all ABS are held by affiliates of the depositor. The final rule will be effective 30 days after publication in the Federal Register. SEC Final Rule.

SEC No Action Letter and Proposed Rule for Section 15(d)

On January 6, the SEC issued a no-action letter confirming that it would not recommend enforcement action if an ABS issuer continues to determine its reporting requirements for existing transactions based on the standards set forth in Section 15(d) of the Exchange Act prior to the enactment of the Dodd-Frank Act, if certain conditions are satisfied. This no-action relief applies to any issuer which had suspended its reporting requirements for outstanding ABS prior to enactment of the Dodd-Frank Act. Also on January 6, the SEC proposed a rule to permit suspension of the reporting obligations for ABS issuers when there are no longer ABS of a class sold in a registered transaction held by non-affiliates of the depositor and to amend rules relating to the Exchange Act reporting obligations of ABS issuers in light of these statutory changes. Comments must be received by February 7. SEC No Action Letter. Proposed Rule.