The Securities and Exchange Commission has issued a no-action relief letter regarding paragraph (a)(3)(iii) of Rule 192 under the Securities Act of 1933, as amended. Rule 192, finalized in January 2024, implements Section 621 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and generally prohibits certain securitization participants from engaging in transactions that create material conflicts of interest with investors in asset-backed securities. The no-action letter responds to industry requests for interpretive clarity on how paragraph (a)(3)(iii) applies in practice, particularly with respect to the role of Non-Deal Team Employees and internal information controls.

On May 16, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commi

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