---
kind: "section"
citation: "15 U.S.C. § 77z–2a"
title: "15"
title_heading: "Commerce and Trade"
number: "77z–2a"
heading: "Conflicts of interest relating to certain securitizations"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77z-2a"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter I — Domestic Securities"
---

# §77z–2a. Conflicts of interest relating to certain securitizations

- (a) **In general—** An [underwriter](/usc/15/77b.md?p=a-11), placement agent, initial purchaser, or sponsor, or any affiliate or subsidiary of any such entity, of an asset-backed [security](/usc/15/77b.md?p=a-1) (as such term is defined in [section 78c of this title](/usc/15/78c.md), which for the purposes of this section shall include a synthetic asset-backed [security](/usc/15/77b.md?p=a-1)), shall not, at any time for a period ending on the date that is one year after the date of the first closing of the sale of the asset-backed [security](/usc/15/77b.md?p=a-1), engage in any transaction that would involve or result in any material conflict of interest with respect to any investor in a transaction arising out of such activity.
- (b) **Rulemaking—** Not later than 270 days after July 21, 2010, the [Commission](/usc/15/77b.md?p=a-5) shall issue rules for the purpose of implementing [subsection (a)](#a).
- (c) **Exception—** The prohibitions of [subsection (a)](#a) shall not apply to—
  - (1) risk-mitigating hedging activities in connection with positions or holdings arising out of the underwriting, placement, initial [purchase](/usc/15/77b.md?p=a-18), or sponsorship of an asset-backed [security](/usc/15/77b.md?p=a-1), provided that such activities are designed to reduce the specific risks to the [underwriter](/usc/15/77b.md?p=a-11), placement agent, initial purchaser, or sponsor associated with positions or holdings arising out of such underwriting, placement, initial [purchase](/usc/15/77b.md?p=a-18), or sponsorship; or
  - (2) [purchases](/usc/15/77b.md?p=a-18) or sales of asset-backed [securities](/usc/15/77b.md?p=a-1) made pursuant to and consistent with—
    - (A) commitments of the [underwriter](/usc/15/77b.md?p=a-11), placement agent, initial purchaser, or sponsor, or any affiliate or subsidiary of any such entity, to provide liquidity for the asset-backed [security](/usc/15/77b.md?p=a-1), or
    - (B) bona fide market-making in the asset backed [security](/usc/15/77b.md?p=a-1).
- (d) **Rule of construction—** This subsection[^1] shall not otherwise limit the application of [section 78o–11](/usc/15/78o–11.md) of this title.

## Footnotes

[^1]: So in original. Probably should be “section”.

## Source credit

(May 27, 1933, ch. 38, title I, § 27B, as added Pub. L. 111–203, title VI, § 621(a), July 21, 2010, 124 Stat. 1631.)

## Notes

### Statutory Notes and Related Subsidiaries

### Effective Date

Pub. L. 111–203, title VI, § 621(b), July 21, 2010, 124 Stat. 1632, provided that: “Section 27B of the Securities Act of 1933 [15 U.S.C. 77z–2a], as added by this section, shall take effect on the effective date of final rules issued by the [Securities and Exchange] Commission under subsection (b) of such section 27B, except that subsections (b) and (d) of such section 27B shall take effect on the date of enactment of this Act [July 21, 2010].”