Securities Lawyer's Deskbook
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General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934





Rule 15d-23 -- Reporting Regarding Certain Secruities Underlying Asset-Backed Securities Under Section 15(d) of the Act.


  1. Regarding a class of asset-backed securities, if the asset pool for the asset-backed securities includes a pool asset representing an interest in or the right to the payments or cash flows of another asset pool, then no separate annual and other reports need be filed pursuant to section 15(d) of the Act because of the separate registration of the distribution of the pool asset under the Securities Act , if the following conditions are met:

    1. Both the issuing entity for the asset-backed securities and the entity that issued the pool asset were established under the direction of the same sponsor and depositor;

    2. The pool asset was created solely to satisfy legal requirements or otherwise facilitate the structuring of the asset-backed securities transaction;

    3. The pool asset is not part of a scheme to avoid the registration or reporting requirements of the Act;

    4. The pool asset is held by the issuing entity and is a part of the asset pool for the asset-backed securities; and

    5. The offering of the asset-backed securities and the offering of the pool asset were both registered under the Securities Act.

  2. Paragraph (a) of this section does not affect any reporting obligation applicable with respect to the asset-backed securities or any other reporting obligation that may be applicable with respect to the pool asset or any other securities by the issuer of that pool asset pursuant to section 12 or 15(d) of the Act.

  3. This section does not affect any obligation to provide information regarding the pool asset or the asset pool underlying the pool asset in a filing with respect to the asset-backed securities. See Item 1100(d) of Regulation AB (Rule 229.1100(d) of this chapter).

  4. Terms used in this section have the same meaning as in Item 1101 of Regulation AB (Rule 229.1101 of this chapter).


Regulatory History


70 FR 1506, 1623, Jan. 7, 2005.



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