On July 26, 2011, the US Securities and Exchange Commission (the “SEC”) issued a re-proposal (the “Revised Proposal”)1 of the Form SF-3 shelf registration statement eligibility rules originally contained in the SEC’s massive Asset-Backed Securities rule proposed in April 2010 (the “Original Reg AB II Proposal”).2 The Revised Proposal is designed, in part, to align the Original Reg AB II Proposal with the various subsequent rulemaking initiatives under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Revised Proposal also reflects comments on the Original Reg AB II Proposal received by the SEC3 and seeks additional comments on numerous aspects of the asset-level data disclosure rules and other provisions in the Original Reg AB II Proposal.

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