Treatment of Asset-Backed Issuers Under the Investment Company Act

The Commission is considering proposing amendments to Rule 3a- 7 under the Investment Company Act of 1940 ("Investment Company Act' or "Act'), the rule that provides certain asset-backed issuers with a conditional exclusion from the definition of investment company. Amendments to Rule 3a-7 that the Commission may consider could reflect market developments since 1992, when Rule 3a-7 was adopted, and recent developments affecting asset-backed issuers, including the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act') and the Commission's recent rulemakings regarding the asset-backed securities markets. The Commission is withdrawing its 2008 proposal to amend Rule 3a-7, which was published July 11, 2008.