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(14) The terms "buy and 66 purchase" each include any purchase or any contract to buy, purchase, or otherwise acquire.

(15) The terms " sale" and "sell " each include any sale or any contract to sell or otherwise dispose of.

(16) The term "Commission " means the Federal Trade Commission.

(17) The term "State" means any State of the United States, the District of Columbia, Alaska, Hawaii, Puerto Rico, the Philippine Islands, the Canal Zone, the Virgin Islands, or any other possession of the United States.

(18) The term "interstate commerce means trade, commerce, transportation, or communication among the several States or between any foreign country and any State, or between any State and any place or ship outside the United States.

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(b) No provision of this Act shall apply to, or be deemed to include, any executive department or independent establishment of the United States, or any lending agency which is wholly owned, directly or indirectly, by the United States, or any officer, agent, or employee of any such department, establishment, or agency, acting in the course of his official duty as such, unless such provision makes specific reference thereto.

(c) The Commission (or as to matters within their respective jurisdictions, the Federal Reserve Board, the Comptroller of the Currency, and the Interstate Commerce Commission) shall have power by rules and regulations to define or further define accounting, technical and trade terms used in this Act, and such definitions shall have the force of law.

PROHIBITIONS UPON UNREGISTERED EXCHANGES

SEC. 4. Unless an exchange within the jurisdiction of the United States is registered as a national securities exchange under section 5 of this Act, it shall be unlawful for any broker, dealer, or exchange, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce for the purpose of using any facility of such exchange to effect any transaction in a security or to report any such transaction.

REGISTRATION OF NATIONAL SECURITIES EXCHANGES

SEC. 5. (a) Any exchange may be registered with the Commission as a national securities exchange under the terms and conditions hereinafter provided in this section by filing a registration statement in such form as the Commission may prescribe containing the undertakngs, setting forth the information, and accompanied by the documents below specified:

(1) An undertaking to comply, and to enforce so far as is within its powers compliance by its members and by issuers whose securities are registered thereon, with the provisions of this Act, and any amendment thereto and any rule or regulation made or to be made thereunder.

(2) Such data as to its organization, rules of procedure, and membership, and such other information as the Commission may by rules and regulations require as being necessary or appropriate in the public interest or for the protection of investors.

(3) Copies of its constitution, articles of incorporation, with all amend ments thereto, and of its existing bylaws or rules or instruments corresponding thereto, whatever the name, which are hereinafter collectively referred to as the "rules of the exchange."

(4) An undertaking to furnish to the Commission copies of any amendments to the rules of the exchange forthwith upon their adoption.

(b) No registration shall be granted or remain in force unless the rules of the exchange include provision for the expulsion, suspension, or disciplining of a member for conduct or proceeding inconsistent with just and equitable principles of trade, and declare that the violation of any provisions of this Act or any rule or regulation thereunder shall be considered conduct or proceeding inconsistent with just and equitable principles of trade.

(c) Nothing in this Act shall be construed to prevent any exchange from adopting and enforcing any rule not inconsistent with this Act and the rules and regulations made thereunder and the applicable laws of the State in which it is located.

(d) If it appears to the Commission that the exchange applying for registra. tion is so organized as to be able to comply with the provisions of this Act and the rules and regulations thereunder and that the rules of the exchange

are just and adequate to insure fair dealing and to protect investors, the Commission shall cause such exchange to be registered as a national securities exchange.

(e) Within thirty days after the filing of the application, the Commission shall enter an order either granting or, after appropriate notice and opportunity for hearing, denying an application for registration as a national securities exchange, unless the exchange applying for registration shall withdraw its application or consent to the Commission's deferring action on its application for a stated longer period after the date of filing. The filing with the Commission of an application for registration by an exchange shall be deemed to have taken place upon the receipt thereof. Amendments to an application may be made upon such terms as the Commission may prescribe.

(f) An exchange may, upon appropriate application in accordance with the rules and regulations of the Commission, and upon such terms as the Commission may deem necessary for the protection of investors, withdraw its registration.

MARGIN REQUIREMENTS ON LONG ACCOUNTS

SEC. 6. (a) It shall be unlawful for any member of a national securities exchange or any broker or dealer who transacts a business in securities through the medium of any such member, directly or indirectly, to extend or maintain credit or arrange for the extension or maintenance of credit to or for any customer without collateral or on any collateral other than exempted securities and/or securities registered upon a national securities exchange.

(b) Subject to the provisions of subsection (c) of this section, it shall be unlawful for any member of a national securities exchange or any broker who transacts a business in securities through the medium of any such member, directly or indirectly, to extend credit or arrange for the extension of credit to or for any customer on any security (other than an exempted security) registered on a national securities exchange in an amount exceeding whichever is the higher of

(1) Forty per centum of the current market price, or

(2) If such security has been traded in on a national exchange for a period not less than thirty-six months, 100 per centum of the lowest price at which such security has sold during the preceding thirty-six months, but not more than 75 per centum of the current market price. If such security has been traded in for a period less than thirty-six months, such amount, but not more than 75 per centum of the current market price, as the Federal Reserve Board may by its rules and regulations prescribe as appropriate or necessary in the public interest or for the protection of investors. For the purpose of this subclause, up to July 1, 1936, the lowest price at which such security has sold on or after July 1, 1933, may be taken in lieu of, and considered as, the lowest price at which such security has sold during the preceding thirty-six months.

Notwithstanding the provisions of this subsection, it shall be lawful for any member of a national securities exchange or any broker or dealer who transacts a business in securities through the medium of a member to extend credit to a customer on a security registered upon a national securities exchange, where such credit is extended in taking over the account of such customer from a member of a national securities exchange or any other broker or dealer, provided that the maintenance of such credit shall be subject to this Act in the same manner and to the same extent as it would have been if it had been maintained by the member or person from whom the account was transferred.

(e) Notwithstanding the provisions of subsection (b) or (e)—

(1) Any credit intially extended in conformity with the provisions of subsection (b) or (e) on any security (other than an exempt security) registered on a national securities exchange may be maintained so long as such credit does not exceed an amount equal to, which ever is the higher, of

(i) Sixty per centum of the current market price, or

(ii) If such security has been traded in for a period of not less than thirtysix months, 100 per centum of the lowest price at which such security has sold during the preceeding thirty-six months, but not more than 85 per centum of the current market price. If such security has been traded in for a period of less than thirty-six months, such amount, but not more than 85 per centum of the current market price, as the Federal Reserve Board may by its rules and regulations prescribe as appropriate or necessary in the public interest or for the protection of investors. For the purpose of this subclause, up to July 1, 1936, the lowest price at which such security has sold on or after July 1, 1933,

may be taken in lieu of, and considered as, the lowest price at which such security has sold during the preceding thirty-six months.

(2) No credit initially extended in conformity with the provisions of subsection (b) or (e) on any security (other than an exempt security) registered on a national securities exchange shall be increased by reason of any payment to or withdrawal by the borrower to an amount exceeding that which at the time of such payment or withdrawal might be extended in conformity with the provisions of subsection (b) or (e) of this section.

(3) A security or securities registered on any national securities exchange may be substituted for any security or securities upon which credit was initially extended in conformity with the provisions of subsection (b) or (e): Provided, That the amount of such credit is not increased and does not exceed the amount permitted by subclause (1) of this subsection (c).

(d) Notwithstanding the provisions of subsections (b), (c), and (e) of this section, the Federal Reserve Board may by rules and regulations prescribe (i) such higher margin requirements for all or specified classes of securities for stated periods of time as it may deem necessary to prevent the excessive use of credit to finance speculative transactions in securities, and (ii) such other and different margin requirements (whether higher or lower) for arbitrage transactions as it may deem necessary or appropriate in the public interest or for the protection of investors.

Although the limitations of this section 6 upon the extension and maintenance of credit shall, except in the extraordinary circumstances hereinafter referred to, be strictly adhered to by the Federal Reserve Board as the considered policy of Congress, the Federal Reserve Board may, notwithstanding the other provisions of this section 6, in situations where it deems such action vitally essential to the accommodation of commerce and industry and with regard to its bearing on the general credit situation of the country, by rules and regulations permit lower margin requirements for particular securities or transactions or classes of securities or transactions and for particular periods. Such rules and regulations may permit accounts to be carried for a limited period and under specified conditions although margins extended or maintained are not equal to those required by subsection (b), (c), or (e) of this section. No person who shall comply with such rules and regulations shall be deemed to have violated any provisions of this section 6.

(e) It shall be unlawful for any person to extend or maintain credit or to arrange for the extension or maintenance of credit to any person upon any security registered on a national securities exchange, in an amount exceeding the amount which it is lawful for a member of a national securities exchange to extend or maintain to or for any customer on such security, if such credit is extended or maintained in contravention of any rules and regulations that the Federal Reserve Board may prescribe to prevent such excess being used for the purchase or carrying of any security. The provisions of this subsection shall not apply to a person making a loan other than in the ordinary course of business, nor to a loan on an exempted security, nor to a loan to a dealer to aid in the financing of the distribution of securities to customers not through the medium of an exchange, nor to any loan by a bank on a security other than an equity security. Nothing herein contained, however, shall be construed to prevent the issuer selling a security to an officer or employee or such issue being paid for in installments by such officer or employee.

(f) The provisions of this section shall not apply on or before January 31, 1939, to any loan, renewal, or extension thereof made on any security or securities prior to the enactment of this Act or on any exempted securities and/or securities registered on a national securities exchange substituted therefor, provided that at no time shall the amount by which the loan exceeds the maximum loan which may be maintained under subsection (c) or (e) of this section 6 be increased by any substitution or withdrawal, and provided further that when and after the market value of securities registered on a national securities exchange securing any such loan, extension, or renewal would permit an initial extension under this section 6 of the amount of credit represented by such loan, extension, or renewal, the provisions of this section 6 shall apply to the maintenance of such credit.

(g) The Federal Reserve Board in cooperation with the Commission shall study the feasibility of fixing maximum loan values on the basis of the earnings of the issuer over a period of years and the feasibility of other methods of determining margins, and shall report the results of its study and its recom. mendations to Congress on or before January 3, 1935.

RESTRICTIONS OF MEMBERS' BORROWING

SEC. 7. It shall be unlawful for any member of a national securities exchange or any broker or dealer who transacts a business in securities through the medium of any such member, directly or indirectly

(a) To borrow in the course of business as a broker or dealer on any security (other than an exempted security) registered on a national securities exchange except (1) from or through a member bank of the Federal Reserve System, or (2) in accordance with such rules and regulations as the Federal Reserve Board may prescribe to permit limited loans between members and/or brokers or dealers who transact a business in securities through the medium of a member, or to permit loans from or through others than member banks in localities where there are no member banks, or to meet emergency needs.

(b) To permit in the ordinary course of business as a broker his aggregate indebtedness to all other persons, including customers' credit balances (but excluding indebtedness on exempted securities) to exceed such percentage of the net capital (exclusive of fixed assets and value of exchange membership) employed in the business, not exceeding 1,000 per centum, as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors.

(c) To hypothecate or arrange for the hypothecation of securities carried for customers' accounts except free and clear from the liens of other creditors or to commingle any of such securities with those of any person other than a bona-fide customer.

(d) To hypothecate or arrange for the hypothecation of any securities carried for the account of a customer under circumstances that will permit the commingling of the securities of one customer with those of any other person, without the written consent of such customer.

(e) To lend or arrange for the lending of securities pledged by or carried for the account of any customer without the consent of such customer.

PROHIBITION AGAINST MANIPULATION OF SECURITY PRICES

SEO. 8. (a) It shall be unlawful for any person, directly or indirectly, by the use of the mails or any means or instrumentality of interstate commerce, or of any facility of any national securities exchange, or for any member of a national securities exchange—

(1) To effect any fictitious transaction in any security registered on a national securities exchange or in any security not so registered, or any transaction which purports to be a sale of any such security but involves no change in the beneficial ownership thereof.

(2) To effect for his own or another's account transactions for both the purchase and sale of any security registered on a national securities exchange or of any security not so registered at substantially the same time at substantially the same price, whether such transactions of purchase and sale be with the same or with different parties, for the purpose of creating a false or misleading appearance of active trading in such security or securities, or a false or misleading appearance in respect of the market for such security or securities.

(3) To effect, either alone or in concert with one or more other persons, any transaction for the purchase and sale of any security or securities registered on any national securities exchange or of any security or securities not so registered for the purpose of raising or depressing the price of such security or securities.

(4) If a dealer or broker, to circulate or disseminate in the ordinary course of business information to the effect that the price of any security or securities registered on a national securities exchange or any security or securities not so registered will or is likely to rise or fall partly or wholly because of the market activity of any one or more persons. if the person circulating or disseminating such information has reason to believe that the circulation or dissemination of such information on his part may induce the purchase or sale of any such security in the expectation of such market activity.

(5) If a dealer or broker or other person selling or offering for sale or purchasing or offering to purchase the security, to make, regarding any security registered on a national securities exchange or any security not so registered, for the purpose of inducing the purchase or sale of such security, any statement which is, in the light of the circumstances under which it was made, false or

misleading in respect of any matter sufficiently important to influence the judgment of an average investor.

(6) To circulate or disseminate for a consideration any information to the effect that the price of any security or securities registered on a national securities exchange or any security or securities not so registered will or is likely to rise or fall partly or wholly because of the market activity of any one or more persons, or to pay or receive any consideration for circulating and disseminating such information.

(7) To circulate or disseminate for a consideration received, directly or indirectly, from any dealer or broker or other person selling or offering for sale or purchasing or offering to purchase the security any information regarding any security registered on a national securities exchange or any security not so registered, unless such information is published as an advertisement; or to pay or receive any consideration for circulating or disseminating such information.

(8) To engage in any series of transactions for the purchase and sale of any security registered on a national securities exchange or any security not so registered which has the purpose of pegging, fixing, or stabilizing the price of such security in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors or without having prior thereto reported to the exchange authorities and to the Commission such information regarding the purpose and nature of such transactions or operations, the details thereof and the person or persons interested therein as the Commission by rules and regulations may prescribe as appropriate or necessary in the public interest or for the protection of investors.

(9) To effect by use of any facility of a national securities exchange, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors

(i) any transaction in connection with any security whereby any party to such transaction acquires any put, call, straddle, or other option or privilege of buying a security from or selling a security to another party to the transaction without being bound to do so; or

(ii) any transaction in connection with any security with relation to which he has, directly or indirectly, any interest in such put, call, straddle, option, or privilege; or

(iii) any transaction in any security for account of any person who, he has reason to believe, has, directly or indirectly, any interest in any such put, call, straddle, option, or privilege with relation to such security; or if a member, directly or indirectly, to endorse or guarantee the performance of any put, call. straddle, option, or privilege in relation to any security registered on a national securities exchange. The terms "put", "call ", 'straddle","option", or "privilege as used in this paragraph shall not include any registered warrant, right, or convertible security.

(b) Any person who willfully participates in any act or transaction, which act or transaction is in violation of subsection (a) of this section, shall be liable to any person who shall purchase or sell any security the price of which may have been affected by such act or transaction, and the person so injured may sue in law or in equity in any court of competent jurisdiction to recover the damages sustained as a result of any such act or transaction. In case of a civil suit based on a violation of subclause (5) of subsection (a) of this section 8 the defendant shall not be liable if he shall sustain the burden of proving that he acted in good faith and did not believe that the statement was false or misleading: Provided, That a statement limited to facts set forth in any application, report, or document filed with the Commission shall not be deemed false or misleading, unless the person making the statement believed that it was false or misleading.

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(c) Every person who becomes liable to make any payment under this section may recover contribution as in cases of contract from any person who, if sued separately, would have been liable to make the same payment, unless the person who has become liable was, and the other was not guilty of fraudulent misrepresentation.

(d) No action shall be maintained to enforce any liability created under this section unless brought within two years after the cause of action accrued.

(e) The provisions of this section shall not apply to an exempted security.

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