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Dean WITTER & Co., San Francisco.

FORM NO. 8-SPECIMEM ONLY

Purchase of securities for own account.
Says we act as principals.

DECEMBER 28, 1933. Mr. John Smith,

Russ Building, San Francisco. DEAR MR. SMITH:

At the request of Mr. John Doe, we are pleased to confirm purchase from you of

$1,000 par value Pacific Gas & Electric Co.

First and refunding 442 percent gold bond, due June 1, 1960.

Price 8772, plus accrued interest.
In this transaction we act as principals.
We understand you wish to complete this transaction tomorrow, December
29, 1933.
Thanking you for this business, we are
Yours very truly,

DEAN WITTER & Co.,
Ву

The CHAIRMAN. We will hear Mr. Newbold.

STATEMENT OF JOHN S. NEWBOLD, MEMBER OF THE FIRM OF

W. H. NEWBOLD'S SON & CO., PHILADELPHIA, PA.

The CHAIRMAN. Will you qualify by stating your name and address, and business?

Mr. NEWBOLD. John S. Newbold, Jenkintown, Pa.; member of the firm of W. H. New bold's Son & Co., Philadelphia.

We wish to present a memorandum relating to section 10 of the proposed bill, and if I may read that memorandum, which you have before you, I will proceed.

The CHAIRMAN. You may proceed.

Mr. NEWBOLD. This group of investment dealers have engaged in the business of selling investment securities to their clients in the city of Philadelphia, Pa., throughout the course of a long career. The names and the period of time which these firms or their predecessors have rendered this service are:

Length

of serrice, Name

years Biddle, Whelen & Co.-

170 E. W. Clark & Co..

97 W. H. Newbold's Son & Co..

90 Bioren & Co...

69 Cassatt & Co...

62 Edward B. Smith & Co..

42 Graham, Parsons & Co.

38 Elkins, Morris & Co.

28 Janney & Co.--.

27 Yarnall & Co.-

9 The investor in this country is properly deeply interested in the kind of man he must turn to in the safeguarding of his savings. The investment dealer should possess honor, good faith, and sound judgment. These, coupled with wide practical experience in testing values in all kinds of investment markets, are indispensable requisites in the man or group of men who hope to embark on a successful career in looking after the financial interests of other fellow men.

The investor should be no less concerned with the facilities the investment dealer puts at his service.

It seems to us who have been in the business many years that as complete an understanding as possible should be esablished between client and principal. Unless this understanding exists the investor is likely to have an unbalanced list of securities not adequately suited to his needs. It is obvious that such an understanding is hard to create and must be the result of constantly growing confidence, and therefore easier to establish with one person than with several. It is equally obvious that the wider the scope of the investment dealer the more competent he will be in handling his customer's account in all its ramifications. If this scope is narrowed as contemplated in this act we feel that both customer and investment dealer will be seriously damaged.

The problems which are created by the provisions of section 10 not only for the investment dealers but also the purchasers of securities from such persons, are far more serious than one not familiar with the necessities of the business of dealing in securities may imagine.

Section 10 of the National Securities Exchange Act of 1934 contains this provision:

Sec. 10. It shall be unlawful for any member of a national securities exchange or any person who as a broker transacts a business in securities through the medium of any such member to act as a dealer in or underwriter of securities, whether or not registered on any national securities exchange.

This section proposes to incorporate into the Federal statutes a prohibition against the transaction in a perfectly normal way of a business which has been engaged in for more than a century by those who have conducted it with integrity, with honor, and to the credit of this branch of the securities business, as well as to the satisfaction and protection of their customers.

Mr. PETTENGILL. Do I understand that the double function of dealer and broker has been going on in the markets for a century?

Mr. NEWBOLD. So far as I know, sir. From my own connection in my own firm, which is now almost 40 years, and what I had from my brothers, older than myself, and from my grandfather, and father, it was always that, for the 90 years we have been in business.

Mr. PETTENGILL. Acting as both dealer and broker?

Mr. NEWBOLD. Yes, sir; and I am under the impression that that has always been the case.

The record of those who are generally classed as investment dealers, substantially all of whom also buy and sell securities as brokers on a commission basis, may well be envied by the representatives of any other business in this country that can show a continued service over so long a period of years.

The power to transact a business in securities as a broker at the same time that a person is acting as a dealer in or underwriter of securities is found by those presently engaged in such business to be essential to the conduct of such business in a manner that will produce a reasonable profit to the person so engaged and a greater protection and service to the customers of such person,

The report of the so-called “Dickinson Committee" disposes of the suggested segregation as follows.

45381--34 -27

I quote section 8, in which segregation of brokerage and other forms of business is mentioned (reading):

8. Segregation of brokerage and other forms of business. Your committee has given careful consideration to various proposals that the business of underwriting and retailing securities should be completely divorced; that those who underwrite securities and who are members of a stock exchange should not be permitted to carry margin accounts for customers; and that those engaged in the retailing of securities should not be permitted to be members of any stock exchange.

The various activities in which the members of the stock exchange engage, such as underwriting, acting as broker, carrying margins, etc., are all closely intertwined in our financial structure. Any such proposed segregation should not be accomplished before we are in a position to calculate its cost and to foresee its repercussions. As an abstract matter, the segregation of these various activities has much to commend it. Such an important decision as this can hardly be left to the discretion of an administrative authority. Segregation, if it is to be accomplished, must be accomplished by legislative fiat. Your committee finds that there is not yet available sufficient information to enable it to recommend such a far-reaching decision. It recommends, therefore, that the Stock Exchange Authority be charged with the task of assembling information to permit such a decision to be made intelligently and with assurance by a later Congress.

The investment dealers presenting these objections to section 10 of the proposed bill are confident that, if a stock-exchange authority be created by the legislation of this session of Congress and assume the task of obtaining information concerning those persons engaged in the security business rendering both a brokerage and a dealers' service, such authority will find sound and convincing reasons to maintain the existing powers and no substantial basis for attributing to this industry generally methods of business or courses of dealing which have been detrimental to the interests of those doing business with them.

Among the convincing reasons why this relationship should be maintained are the following.

These are our views, sir:

1. The combined service rendered to their customers by investment dealers, which cannot be efficiently rendered by one who is a broker only, is of such value that it ought not to be destroyed by the proposed segregation. The investment dealer who is a broker also is able to supply the needs of his customers by purchases of securities upon the exchange to the extent that they are available, and by sales from securities then owned by the investment dealer or other dealers to the extent that they are not available by purchases on an exchange. It frequently happens that the demands of a customer exceed the available supply of a security then for sale on an exchange, and it is this balance which the ownership of such security by the investment dealer is supplied from the dealer's holdings, thereby making a transaction possible which otherwise might not be completed for a long period of time. The reverse also occurs, and to the advantage of the customer, when the market will not absorb at a fair price the quantity of a given security which the customer desires to sell, and it then becomes possible to complete the transaction for that customer by the purchase from him by his investment dealer of the quantity of the security not then salable upon an exchange. In both instances, if the services demanded by the customer were to be rendered by one who was either solely an investment dealer or solely a broker, the transaction could not be promptly, efficiently and economically accomplished for the best interest of the customer.

That is the customer's interest in the thing.

2. The volume of business available to the houses here represented acting only as dealer or broker is not sufficient at all times to permit of a continuance in business with a reasonable profit, and it is therefore essential to the existence of the business that additional sources of revenue should be available from both types of business. This is particularly true of investment dealers in the great majority of small cities and towns throughout the United States and is clear to those familiar with the economic situation of these dealers that the attempted segregation would deprive them of a livelihood. It is to be remembered that not only does this affect the members of the firms but a large group of employees whose training has been such that the only livelibood in which they could maintain an existence might be destroved.

3. The investment dealers afford the personnel, experience, and what may be called the "machinery” for marketing new capital and new municipal issues, the latter including State and county bonds, which cannot be supplied by a broker under the terms of this bill. Those members of the stock exchanges throughout the country engaged solely in the brokerage business have neither the experience nor the machinery to afford a distribution for such new issues to the advantage of the investing public as well as to the issuers.

This is particularly true as regards State, county, school-district, and municipal bonds, and it is obvious that the proposed segregation would be greatly to the disadvantage of the municipalities concerned and to the investing public seeking such means for investment. The proposed segregation would require the investment dealer to elect between bidding for municipal issues or continuing his sales and purchases for customers as a broker. Such election, if in favor of the brokerage business, would deprive the municipalities and his customers of his services. That is of general interest.

4. The elimination of the investment dealers as factors in the business of buying and selling securities would deprive the stockexchange business of what has been one of its most stabilizing and conservative influences. The record and place of the investment dealers in the history of the stock-exchange business has shown a consistent position on the conservative side and a helpful influence upon the markets.

The only apparent reason why the authors of the National Securities Exchange Act have ignored the wise recommendation of the Dickinson committee and have included in this drastic legislative document the provisions of section 10 would seem to be a failure upon the part of the authors to understand the fundamentals of the business of a dealer in securities.

Mr. MERRITT. Mr. Chairman-
The CHAIRMAN. Mr. Merritt.

Mr. MERRITT. Your clients, and I take it, the clients of the others you represent are regular clients, people who had business with you for a long series of years?

Mr. NEWBOLD. Yes, sir.

Mr. MERRITT. And I take it that they are insurance companies and savings banks, and others, who want to get the soundest kind of securities?

Mr. NEWBOLD. Yes; all kinds.

Mr. MERRITT. Now, if you should not be allowed to be a dealer and a broker, would not the result be that your customers on the average would have to pay more for their securities than they would by dealing through you?

Mr. NEWBOLD. I would think that, sir, but, of course, somebody might have a different view, but to my mind that would be my experience, in my time.

Mr. MERRITT. Well, the fact is that, if your customer in dealing with you, felt that you were inclined to take advantage of him, he would not continue to deal with you?

Mr. NEWBOLD. That is one of the reasons we thought that the rendering of long service might be of interest to this committee and might have some weight, add some weight to what we have to say.

Mr. MERRITT. It seems to me it would have very great weight.
Mr. PETTENGILL. Mr. Chairman-
The CHAIRMAN. Mr. Pettengill.

Mr. PETTENGILL. Before you turn away from this subject: The fact, as you state, that this double relationship has endured for a century or more with houses such as yours, indicates to me that, when the business is carried on with a high degree of honor between principal and agent, there cannot be in such cases, any great evil in it or you would not have continued in business for 100 years.

On the other hand, I think public opinion is opposed to banks, at least, acting in a double capacity, pushing out on their customers underwritings of their own such as we have had not only by the big banks but the little banks of the Nation; it has become a very great evil, acting in that double capacity.

Now, I appreciate banking and brokerage businesses are different in many particulars, and yet I have a little difficulty in harmonizing the record of houses such as yours, who have lived for a hundred years, carrying on that double capacity, and banks which have very obviously been guilty of very great carelessness, if not fraud, in selling their customers their own underwritings.

Would you care to comment on that?

Mr. NEWBOLD. Could I take a moment to explain that, something that is germane to that?

Mr. PETTENGILL. Yes, sir.

Mr. NEWBOLD. We feel that although this is a delicate topic for us to talk about, that it involves our own livelihood, involves what we believe, what we believe to be, the worth-whileness of doing a job well. We like to think we put the doing the job well first, which means that the investor must be properly supplied. There are times in our business—too many-when the relative desirability of certain classes of securities vary. There are times that any man who has had any experience in business knows that for perhaps 2 years, or 3 years, municipal bonds ought to be bought, and not stocks. There are times when stocks ought to be bought, and not bonds. Above all, we have recently seen times when short-time securities have commanded the most ridiculous price, because it was obviously a time when one wanted to be sure of seeing their money again in 30 days, or 60 days, or 90 days, or 100 days.

Now, the seasoned investment broker, seasoned investment dealer, watches that kind of thing and over the period of years he is in a position to advise his customers. That is one of the services.

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