Some of the general topics and themes covered in the new regulation include:

• Many issues will be "fact and circumstance" specific. The SEC does not offer "bright line" tests.
• Materiality is the key. Materiality is defined as information required by a reasonable investor to make reasonable decisions.
• The regulation is "principles based." SEC expects parties to look at a transaction as a whole and consider what information is required for the investor to make informed decisions. They do not want parties to omit key information, nor do they want parties to overwhelm investors with immaterial information. The SEC wants the market to dictate what is acceptable.
• It is also "disclosure based." Parties who report information provided by third parties are not liable for the third parties’ statements, so long as the information offered is reported in good faith.
  
  

MBA Action - Updates

• Servicer Disclosure. MBA and Heil and Associates developed an MBA White Paper - SEC's Regulation of Asset-Backed Securities: Interpretive Guidance on Regulated Disclosure for CMBS Servicing.
  
  
• Servicer Impact. MBA, in conjunction with Akin, Gump, Strauss, Hauer & Feld, LLP, has issued a comprehensive overview of the full regulation - Impact of CMBS Servicing, Regulation, Disclosure, and Reporting. This memorandum is a companion document to MBA's interpretive White Paper . The Memorandum details the overall effect of Regulation AB on Servicers in CMBS transactions.
  
  
• Servicer Annual Compliance Review . MBA is currently developing interpretive guidance on the 1122 Attestation criteria and the CMBS parties responsible for asserting to the criteria. For more information on the project, please contact MBA staff, Deborah McKinnon at dmckinnon@mortgagebankers.org.
  
  
• USAP vs. 1122 Attestation. MBA and Saxon Mortgage Services, Inc. developed a comparison matrix of the USAP and the 1122 Criteria .
  

• MBA Letter to Members. Letter from MBA President and Chief Executive Officer, Jonathan L. Kempner, to alert MBA members of the need to consult with their auditors, legal counsel and users of the USAP Report regarding the advantages and disadvantages of performing only an Item 1122 engagement in the future. (December 12, 2005). MBA Letter to members about USAP and 1122 Attestation .
  
• MBA USAP. The MBA-developed annual review, The Uniform Single Attestation Program .
  
  
  

Regulation & SEC Responses

• The U.S. Securities and Exchange Commission (SEC) Website: SEC
  
  
• SEC Division of Corporate Finance - Manual of Publicly Available Telephone interpretations
  
  
  • December 2005 Interpretation
    
    
• SEC Regulation Asset-Back Securities - Final Rule
  
  
• The SEC webpage for SEC Filings and Forms (EDGAR - Electronic Data Gathering, Analysis and Retrieval system)
  
  

Capital Markets - Industry Updates

• American Securitization Forum - REG AB Implementation Task Force and Model Regulation AB Provisions for RMBS Transactions. Link to ASF Trade Association's Website
  
  
  Big 4 Accounting Firms
  
  
  
  • Deloitte. Financial Services webpage.
    
    
  • Ernst & Young - Financial Servicers webpage.
    
    
  • KPMG webpage.
    
    
  • Pricewaterhouse Coppers (PWC) - Banking and Capital Markets webpage.
    
    
• Cadwalader Presentation: Are you in Compliance with the SEC's New Rules? (January 9, 2006)
  
  
• Wells Fargo Corporate Trust Services - Approach to Regulation AB.
  
  
• JP Morgan Review of Regulation AB (December 16, 2005)
  

Commercial/Multifamily NewsLink and Industry Articles

MBA Releases Interpretive Guidance White Paper on SEC’s Regulation of Asset-Backed Securities