Form SEC 2908 SEC 2908 Form SF-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL
OMB Number:
3235-0707
Expires:
July 31, 2021
Estimated average burden
hours per response . . . . . 1,384

FORM SF-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

___________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Commission File Number of depositor: ___________________
Central Index Key Number of depositor: __________________
___________________________________________________________________________________
(Exact name of depositor as specified in its charter)
Central Index Key Number of sponsor (if applicable): __________________
___________________________________________________________________________________
(Exact name of sponsor as specified in its charter)
____________________________________________________________________________________
(State or other jurisdiction of incorporation or organization)
____________________________________________________________________________________
(I.R.S. Employer Identification Number)
____________________________________________________________________________________
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
_____________________________________________________________________________________
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________________________________________________________
(Approximate date of commencement of proposed sale to the public)
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

SEC 2908 (5-19)

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently valid
OMB control number.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]
CALCULATION OF REGISTRATION FEE
Title of each
Amount to be regis- Proposed maximum Proposed maximum Amount of registraclass of securities to tered
offering price per
aggregate offering
tion fee
be registered
unit
price	
Note: Specific details relating to the fee calculation shall be furnished in notes to the table, including references
to provisions of Rule 457 (§ 230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise
evident from the information presented in the table. If the filing fee is calculated pursuant to Rule 457(o) under
the Securities Act, only the title of the class of securities to be registered, the proposed maximum aggregate
offering price for that class of securities and the amount of registration fee need to appear in the Calculation of
Registration Fee table. Any difference between the dollar amount of securities registered for such offerings and
the dollar amount of securities sold may be carried forward on a future registration statement pursuant to Rule
429 under the Securities Act.
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form SF-1
This Form shall be used for the registration under the Securities Act of 1933 (“Securities Act”) of asset-backed
securities of all registrants for which no other form is authorized or prescribed, except that this Form shall not
be used for securities of foreign governments or political subdivisions thereof.
II. Application of General Rules and Regulations
	
A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly
those comprising Regulation C (17 CFR 230.400 to 230.499) thereunder. That Regulation contains general
requirements regarding the preparation and filing of the registration statement.
	
B. Attention is directed to Regulation S-K and Regulation AB (17 CFR Part 229) for the requirements
applicable to the content of registration statements under the Securities Act.
	

C. Terms used in this Form have the same meaning as in Item 1101 of Regulation AB.

III. Registration of Additional Securities
With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may file a registration statement consisting only of the following: the facing page; a
statement that the contents of the earlier registration statement, identified by file number and CIK number of the

issuer, are incorporated by reference; required opinions and consents; the signature page; and any price-related
information omitted from the earlier registration statement in reliance on Rule 430A that the registrant chooses
to include in the new registration statement. The information contained in such a Rule 462(b) registration statement shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule
462(b) registration statement. Any opinion or consent required in the Rule 462(b) registration statement may be
incorporated by reference from the earlier registration statement with respect to the offering, if: (i) such opinion
or consent expressly provides for such incorporation; and (ii) such opinion relates to the securities registered
pursuant to Rule 462(b). See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
IV. Incorporation of Certain Information by Reference
	
A. With respect to all registrants required to provide asset-level information pursuant to Item 1111(h) of
Regulation AB (17 CFR 229.1111(h)):
		
1. The disclosures filed as exhibits to Form ABS-EE in accordance with Items 601(b)(102) and
601(b)(103) of Regulation S-K (17 CFR 229.601(b)(102) and 601(b)(103)) must be incorporated by reference
into the prospectus that is part of the registration statement.
		
2. If the pool assets include asset-backed securities of a third-party, registrants may reference
the third-party’s filings of asset-level data pursuant to Item 1100(c)(2) of Regulation AB (17 CFR 229.1100(c)
(2)), except that the third-party is not required to meet the definition of significant obligor in Item 1101(k) of
Regulation AB (17 CFR 229.1101(k)).
		

3. Incorporation by reference must comply with Item 10 of this Form.

	
B. Registrants may elect to file the information required by Item 1105 of Regulation AB (17 CFR
229.1105), Static Pool, pursuant to Item 6.06 of Form 8-K (17 CFR 249.308), provided that the information is
incorporated by reference into the prospectus that is part of the registration statement. Incorporation by reference must comply with Item 10 of this Form.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of the Registration Statement and Outside Front Cover Pages of Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the
information required by Item 501 of Regulation S-K (17 CFR 229.501) and Item 1102 of Regulation AB (17
CFR 229.1102).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Furnish the information required by Items 105 and 503 of Regulation S-K (17 CFR 229.105 and 17 CFR
229.503) and Item 1103 of Regulation AB (17 CFR 229.1103).
Item 3. Transaction Summary and Risk Factors.
Furnish the information required by Item 503 of Regulation S-K (17 CFR 229.503) and Item 1103 of Regulation
AB (17 CFR 229.1103).

Item 4. Use of Proceeds.
Furnish the information required by Item 504 of Regulation S-K (17 CFR 229.504).
Item 5. Plan of Distribution.
Furnish the information required by Item 508 of Regulation S-K (17 CFR 229.508).
Item 6. Information with Respect to the Transaction Parties.
Furnish the following information:
(a)
Information required by Item 1104 of Regulation AB (17 CFR 229.1104), Sponsors;
(b)
Information required by Item 1106 of Regulation AB (17 CFR 229.1106), Depositors;
(c)
Information required by Item 1107 of Regulation AB (17 CFR 229.1107), Issuing entities;
(d)
Information required by Item 1108 of Regulation AB (17 CFR 229.1108), Servicers;
(e)
Information required by Item 1109 of Regulation AB (17 CFR 229.1109), Trustees;
(f)
Information required by Item 1110 of Regulation AB (17 CFR 229.1110), Originators;
(g)
Information required by Item 1112 of Regulation AB (17 CFR 229.1112), Significant obligors of pool
assets;
(h)
Information required by Item 1117 of Regulation AB (17 CFR 229.1117), Legal Proceedings; and
(i)
Information required by Item 1119 of Regulation AB (17 CFR 229.1119), Affiliations and certain relationships and related transactions.
Item 7. Information with Respect to the Transaction.
Furnish the following information:
	
(a)
Information required by Item 1111 of Regulation AB (17 CFR 229.1111), Pool Assets and Item
1125 of Regulation AB (17 CFR 229.1125), Schedule AL – Asset-level information;
	
(b)
Information required by Item 202 of Regulation S-K (17 CFR 229.202), Description of Securities
Registered and Item 1113 of Regulation AB (17 CFR 229.1113), Structure of the Transaction;
	
(c)
Information required by Item 1114 of Regulation AB (17 CFR 229.1114), Credit Enhancement
and Other Support;
	
(d)
Information required by Item 1115 of Regulation AB (17 CFR 229.1115), Certain Derivatives
Instruments;
	
(e)
Information required by Item 1116 of Regulation AB (17 CFR 229.1116), Tax Matters;
	
(f)
Information required by Item 1118 of Regulation AB (17 CFR 229.1118), Reports and additional
information; and
	
(g)
Information required by Item 1120 of Regulation AB (17 CFR 229.1120), Ratings.
Item 8. Static Pool.
Furnish the information required by Item 1105 of Regulation AB (17 CFR 229.1105).
Item 9. Interests of Named Experts and Counsel.

Furnish the information required by Item 509 of Regulation S-K (17 CFR 229.509).
Item 10. Incorporation of Certain Information by Reference.
	
(a)
The prospectus shall provide a statement that the following documents filed at or prior to the time
of effectiveness shall be deemed incorporated by reference into the prospectus:
		
(1)
any disclosures pursuant to Item 1111(h) (17 CFR 229.1111(h)) and filed as exhibits to
Form ABS-EE in accordance with Items 601(b)(102) or 601(b)(103) of Regulation S-K (17 CFR 229.601(b)
(102) or 601(b)(103)); and
		
(2)
all current reports filed pursuant to Item 6.06 of Form 8-K (17 CFR 249.308) pursuant to
Sections 13(a), 13(c), or 15(d) of the Exchange Act.
Instruction. Attention is directed to Rule 439 (17 CFR 230.439) regarding consent to use of material incorporated by reference.
	

(b)(1) You must state:

			
(i)
that you will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the
prospectus but not delivered with the prospectus;
			

(ii)

that you will provide this information upon written or oral request;

			
	
			
must be made; and

(iii)

that you will provide this information at no cost to the requester;

(iv)

the name, address, and telephone number to which the request for this information

			
(v) the registrant’s Web site address, including the uniform resource locator (URL)
where the incorporated information and other documents may be accessed. Note to Item 10(b)(1). If you send
any of the information that is incorporated by reference in the prospectus to security holders, you also must send
any exhibits that are specifically incorporated by reference in that information.
	

(b)(2) You must:

			

(i)

Identify the reports and other information that you file with the SEC.

			
(ii) State that the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the
address of that site (http://www.sec.gov). Disclose your Internet address (or address of the specified transaction
party where such information is posted), if available.

Item 11. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K (17 CFR 229.510).

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 12. Other Expenses of Issuance and Distribution.
Furnish the information required by Item 511 of Regulation S-K (17 CFR 229.511).
Item 13. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (17 CFR 229.702).
Item 14. Exhibits.
Subject to the rules regarding incorporation by reference, file the exhibits required by Item 601 of Regulation
S-K (17 CFR 229.601).
Item 15. Undertakings.
Furnish the undertakings required by Item 512 of Regulation S-K (17 CFR 229.512).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form SF-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of ______________________________, State of
______________________, on ________, 20 ______ .
											___________________
												
(Registrant)
										

By

											___________________
											
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
											____________________
												
(Signature)
											____________________
												
(Title)
											____________________
												
(Date)

Instructions.
l.
The registration statement shall be signed by the depositor, the depositor’s principal executive officer or
officers, its principal financial officer, and controller or principal accounting officer and by at least a majority of
its board of directors or persons performing similar functions. If the registrant is a foreign person, the registration statement shall also be signed by its authorized representative in the United States. Where the registrant is
a limited partnership, the registration statement shall be signed by a majority of the board of directors of any
corporate general partner signing the registration statement.
2.	
The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who occupies more than one of the specified positions shall indicate each capacity in which
he signs the registration statement. Attention is directed to Rule 402 concerning manual signatures and to Item
601 of Regulation S-K concerning signatures pursuant to powers of attorney.