8.4.3 Exceptions to SEC Rule 15c2-12 Continuing Disclosure Requirements

There are some exceptions to SEC Rule 15c2-12. Securities with a par amount less than $1 million or maturing in 270 days or less (typically, commercial paper notes) are exempt from the ongoing disclosure requirements of SEC Rule 15c212, as are certain privately placed securities. Although SEC Rule 15c2-12 was amended effective December 1, 2010 to include new issues of variable rate demand bonds, variable rate bonds that were outstanding as of November 30, 2010 can be remarketed or reoffered without a continuing disclosure undertaking as long as the bonds continuously maintain a $100,000 minimum denomination and tender rights of 9 months or less. Certain short term securities (with maturities of 18 months or less) are subject to lesser ongoing disclosure requirements. Finally, if the issuer of the securities is a conduit issuer or otherwise is not the only party responsible for repaying the securities, the ultimate obligor or obligors are the parties required to execute the undertaking and provide the ongoing disclosure. In certain cases there may be multiple parties making up the complete undertaking, each covering certain data.