(a) Registration requirements; notice to regulatory agencies.
(1) (A)
It shall be unlawful for any government securities broker or government
securities dealer (other than a registered broker or dealer or a financial
institution) to make use of the mails or any means or instrumentality
of interstate commerce to effect any transaction in, or to induce
or attempt to induce the purchase or sale of, any government security
unless such government securities broker or government securities
dealer is registered in accordance with paragraph (2) of this subsection.
(B) (i) It shall be unlawful for any government securities broker
or government securities dealer that is a registered broker or dealer
or a financial institution to make use of the mails or any means or
instrumentality of interstate commerce to effect any transaction in,
or to induce or attempt to induce the purchase or sale of, any government
security unless such government securities broker or government securities
dealer has filed with the appropriate regulatory agency written notice
that it is a government securities broker or government securities
dealer. When a government securities broker or government securities
dealer ceases to act as such it shall file with the appropriate regulatory
agency a written notice that it is no longer acting as a government
securities broker or government securities dealer.
(ii) Such notices shall be in such form and
contain such information concerning a government securities broker
or government securities dealer that is a financial institution and
any persons associated with such government securities broker or government
securities dealer as the Board of Governors of the Federal Reserve
System shall, by rule, after consultation with each appropriate regulatory
agency (including the Commission), prescribe as necessary or appropriate
in the public interest or for the protection of investors. Such notices
shall be in such form and contain such information concerning a government
securities broker or government securities dealer that is a registered
broker or dealer and any persons associated with such government securities
broker or government securities dealer as the Commission shall, by
rule, prescribe as necessary or appropriate in the public interest
or for the protection of investors.
(iii) Each appropriate regulatory agency (other
than the Commission) shall make available to the Commission the notices
which have been filed with it under this subparagraph, and the Commission
shall maintain and make available to the public such notices and the
notices it receives under this subparagraph.
5-153.31
(2) A government securities
broker or a government securities dealer subject to the registration
requirement of paragraph (1)(A) of this subsection may be registered
by filing with the Commission an application for registration in such
form and containing such information and documents concerning such
government securities broker or government securities dealer and any
persons associated with such government securities broker or government
securities dealer as the Commission, by rule, may prescribe as necessary
or appropriate in the public interest or for the protection of investors.
Within 45 days of the date of filing of such application (or within
such longer period as to which the applicant consents), the Commission
shall—
(A) by order grant registration, or
(B) institute proceedings
to determine whether registration should be denied. Such proceedings
shall include notice of the grounds for denial under consideration
and opportunity for hearing and shall be concluded within 120 days
of the date of the filing of the application for registration. At
the conclusion of such proceedings, the Commission, by order, shall
grant or deny such registration. The Commission may extend the time
for the conclusion of such proceedings for up to 90 days if it finds
good cause for such extension and publishes its reasons for so finding
or for such longer period as to which the applicant consents.
The Commission shall grant the registration of a government
securities broker or a government securities dealer if the Commission
finds that the requirements of this section are satisfied. The order
granting registration shall not be effective until such government
securities broker or government securities dealer has become a member
of a national securities exchange registered under section 6 of this
title, or a securities association registered under section 15A of
this title, unless the Commission has exempted such government securities
broker or government securities dealer, by rule or order, from such
membership. The Commission shall deny such registration if it does
not make such a finding or if it finds that if the applicant were
so registered, its registration would be subject to suspension or
revocation under subsection (c) of this section.
5-153.32
(3) Any provision of this title (other
than section 5 or paragraph (1) of this subsection) which prohibits
any act, practice, or course of business if the mails or any means
or instrumentality of interstate commerce is used in connection therewith
shall also prohibit any such act, practice, or course of business
by any government securities broker or government securities dealer
registered or having filed notice under paragraph (1) of this subsection
or any person acting on behalf of such government securities broker
or government securities dealer, irrespective of any use of the mails
or any means or instrumentality of interstate commerce in connection
therewith.
(4) No government
securities broker or government securities dealer that is required
to register under paragraph (1)(A) and that is not a member of the
Securities Investor Protection Corporation shall effect any transaction
in any security in contravention of such rules as the Commission shall
prescribe pursuant to this subsection to assure that its customers
receive complete, accurate, and timely disclosure of the inapplicability
of Securities Investor Protection Corporation coverage to their accounts.
(5) The Secretary of
the Treasury (hereinafter in this section referred to as the “Secretary”),
by rule or order, upon the Secretary’s own motion or upon application,
may conditionally or unconditionally exempt any government securities
broker or government securities dealer, or class of government securities
brokers or government securities dealers, from any provision of subsection
(a), (b), or (d) of this section, other than subsection (d)(3), or
the rules thereunder, if the Secretary finds that such exemption is
consistent with the public interest, the protection of investors,
and the purposes of this title.
5-153.33
(b) Transactions in government securities.
(1) The Secretary shall propose and adopt
rules to effect the purposes of this title with respect to transactions
in government securities effected by government securities brokers
and government securities dealers as follows:
(A) Such
rules shall provide safeguards with respect to the financial responsibility
and related practices of government securities brokers and government
securities dealers including, but not limited to, capital adequacy
standards, the acceptance of custody and use of customers’ securities,
the carrying and use of customers’ deposits or credit balances, and
the transfer and control of government securities subject to repurchase
agreements and in similar transactions.
(B) Such rules shall require every governmental
securities broker and government securities dealer to make reports
to and furnish copies of records to the appropriate regulatory agency,
and to file with the appropriate regulatory agency, annually or more
frequently, a balance sheet and income statement certified by an independent
public accountant, prepared on a calendar or fiscal year basis, and
such other financial statements (which shall, as the Secretary specifies,
be certified) and information concerning its financial condition as
required by such rules.
(C) Such rules shall require records
to be made and kept by government securities brokers and government
securities dealers and shall specify the periods for which such records
shall be preserved.
5-153.331
(2) (A) Every person
who is registered as a government securities broker or government
securities dealer under this section shall obtain such information
and make and keep such records as the Secretary by rule prescribes
concerning the registered person’s policies, procedures, or systems
for monitoring and controlling financial and operational risks to
it resulting from the activities of any of its associated persons,
other than a natural person. Such records shall describe, in the aggregate,
each of the financial and securities activities conducted by, and
customary sources of capital and funding of, those of its associated
persons whose business activities are reasonably likely to have a
material impact on the financial or operational condition of such
registered person, including its capital, its liquidity, or its ability
to conduct or finance its operations. The Secretary, by rule, may
require summary reports of such information to be filed with the registered
person’s appropriate regulatory agency no more frequently than quarterly.
5-153.332
(B) If, as a result
of adverse market conditions or based on reports provided pursuant
to subparagraph (A) of this paragraph or other available information,
the appropriate regulatory agency reasonably concludes that it has
concerns regarding the financial or operational condition of any government
securities broker or government securities dealer registered under
this section, such agency may require the registered person to make
reports concerning the financial and securities activities of any
of such person’s associated persons, other than a natural person,
whose business activities are reasonably likely to have a material
impact on the financial or operational condition of such registered
person. The appropriate regulatory agency, in requiring reports pursuant
to this subparagraph, shall specify the information required, the
period for which it is required, the time and date on which the information
must be furnished, and whether the information is to be furnished
directly to the appropriate regulatory agency or to a self-regulatory
organization with primary responsibility for examining the registered
person’s financial and operational condition.
5-153.333
(C) (i) In
developing and implementing reporting requirements pursuant to sub paragraph
(A) of this paragraph with respect to associated persons subject to
examination by or reporting requirements of a Federal banking agency,
the Secretary shall consult with and consider the views of each such
Federal banking agency. If a Federal banking agency comments in writing
on a proposed rule of the Secretary under this paragraph that has
been published for comment, the Secretary shall respond in writing
to such written comment before adopting the proposed rule. The Secretary
shall, at the request of a Federal banking agency, publish such comment
and response in the Federal Register at the time of publishing the
adopted rule.
(ii) A registered
government securities broker or government securities dealer shall
be in compliance with any recordkeeping or reporting requirement adopted
pursuant to subparagraph (A) of this paragraph concerning an associated
person that is subject to examination by or reporting requirements
of a Federal banking agency if such government securities broker or
government securities dealer utilizes for such recordkeeping or reporting
requirement copies of reports filed by the associated person with
the Federal banking agency pursuant to section 5211 of the Revised
Statutes, section 9 of the Federal Reserve Act, section 7(a) of the
Federal Deposit Insurance Act, section 10(b) of the Home Owners’ Loan
Act, or section 8 of the Bank Holding Company Act of 1956. The Secretary
may, however, by rule adopted pursuant to subparagraph (A), require
any registered government securities broker or government securities
dealer filing such reports with the appropriate regulatory agency
to obtain, maintain, or report supplemental information if the Secretary
makes an explicit finding, based on information provided by the appropriate
regulatory agency, that such supplemental information is necessary
to inform the appropriate regulatory agency regarding potential risks
to such government securities broker or government securities dealer.
Prior to requiring any such supplemental information, the Secretary
shall first request the Federal banking agency to expand its reporting
requirements to include such information.
5-153.334
(iii) Prior to making a request pursuant to
subparagraph (B) of this paragraph for information with respect to
an associated person that is subject to examination by or reporting
requirements of a Federal banking agency, the appropriate regulatory
agency shall—
(I) notify such banking
agency of the information required with respect to such associated
person; and
(II) consult
with such agency to determine whether the information required is
available from such agency and for other purposes, unless the appropriate
regulatory agency determines that any delay resulting from such consultation
would be inconsistent with ensuring the financial and operational
condition of the government securities broker or government securities
dealer or the stability or integrity of the securities markets.
(iv) Nothing
in this subparagraph shall be construed to permit the Secretary or
an appropriate regulatory agency to require any registered government
securities broker or government securities dealer to obtain, maintain,
or furnish any examination report of any Federal banking agency or
any supervisory recommendations or analysis contained therein.
5-153.335
(v) No information provided
to or obtained by an appropriate regulatory agency from any Federal
banking agency pursuant to a request under clause (iii) of this subparagraph
regarding any associated person which is subject to examination by or reporting
requirements of a Federal banking agency may be disclosed to any other
person (other than a self-regulatory organization), without the prior
written approval of the Federal banking agency. Nothing in this clause
shall authorize the Secretary or any appropriate regulatory agency
to withhold information from Congress, or prevent the Secretary or
any appropriate regulatory agency from complying with a request for
information from any other Federal department or agency requesting
the information for purposes within the scope of its jurisdiction,
or complying with an order of a court of the United States in an action
brought by the United States or the Commission.
(vi) The Secretary or appropriate regulatory
agency shall notify the Federal banking agency of any concerns of
the Secretary or the appropriate regulatory agency regarding significant
financial or operational risks resulting from the activities of any
government securities broker or government securities dealer to any
associated person thereof which is subject to examination by or reporting
requirements of the Federal banking agency.
(vii) For purposes of this subparagraph, the
term “Federal banking agency” shall have the same meaning as the term
“appropriate Federal banking agency” in section 3(q) of the Federal
Deposit Insurance Act (12 U.S.C. 1813(q)).
5-153.336
(D) The Secretary by rule
or order may exempt any person or class of persons, under such terms
and conditions and for such periods as the Secretary shall provide
in such rule or order, from the provisions of this paragraph, and
the rules thereunder. In granting such exemptions, the Secretary shall
consider, among other factors—
(i) whether information of the type
required under this paragraph is available from a supervisory agency
(as defined in section 1101(6) of the Right to Financial Privacy Act
of 1978 (12 U.S.C. 3401(6))), a State insurance commission or similar
State agency, the Commodity Futures Trading Commission, or a similar
foreign regulator;
(ii)
the primary business of any associated person;
(iii) the nature and extent of domestic or
foreign regulation of the associated person’s activities;
(iv) the nature and extent of
the registered person’s securities transactions; and
(v) with respect to the registered person
and its associated persons, on a consolidated basis, the amount and
proportion of assets devoted to, and revenues derived from, activities
in the United States securities markets.
5-153.337
(E) In exercising authority
pursuant to subparagraph (A) of this paragraph concerning information
with respect to associated persons of government securities brokers
and government securities dealers who are also associated persons
of registered brokers or dealers reporting to the Commission pursuant
to section 17(h) of this title, the requirements relating to such
associated persons shall conform, to the greatest extent practicable,
to the requirements under section 17(h).
(F) Notwithstanding any other provision
of law, the Secretary and any appropriate regulatory agency shall
not be compelled to disclose any information required to be reported
under this paragraph, or any information supplied to the Secretary
or any appropriate regulatory agency by any domestic or foreign regulatory
agency that relates to the financial or operational condition of any
associated person of a registered government securities broker or
a government securities dealer. Nothing in this paragraph shall authorize
the Secretary or any appropriate regulatory agency to withhold information
from Congress, or prevent the Secretary or any appropriate regulatory agency
from complying with a request for information from any other Federal
department or agency requesting the information for purposes within
the scope of its jurisdiction, or complying with an order of a court
of the United States in an action brought by the United States or
the Commission. For purposes of section 552 of title 5, United States
Code, this paragraph shall be considered a statute described in subsection
(b)(3)(B) of such section 552.
5-153.338
(3) (A) With respect
to any financial institution that has filed notice as a government
securities broker or government securities dealer or that is required
to file notice under subsection (a)(1)(B), the appropriate regulatory
agency for such government securities broker or government securities
dealer may issue such rules and regulations with respect to transactions
in government securities as may be necessary to prevent fraudulent
and manipulative acts and practices and to promote just and equitable
principles of trade. If the Secretary of the Treasury determines,
and notifies the appropriate regulatory agency, that such rule or
regulation, if implemented, would, or as applied does (i) adversely
affect the liquidity or efficiency of the market for government securities;
or (ii) impose any burden on competition not necessary or appropriate
in furtherance of the purposes of this section, the appropriate regulatory
agency shall, prior to adopting the proposed rule or regulation, find
that such rule or regulation is necessary and appropriate in furtherance
of the purposes of this section notwithstanding the Secretary’s determination.
(B) The appropriate
regulatory agency shall consult with and consider the views of the
Secretary prior to approving or amending a rule or regulation under
this paragraph, except where the appropriate regulatory agency determines
that an emergency exists requiring expeditious and summary action
and publishes its reasons therefor. If the Secretary comments in writing
to the appropriate regulatory agency on a proposed rule or regulation
that has been published for comment, the appropriate regulatory agency
shall respond in writing to such written comment before approving
the proposed rule or regulation.
(C) In promulgating rules under this
section, the appropriate regulatory agency shall consider the sufficiency
and appropriateness of then existing laws and rules applicable to
government securities brokers, government securities dealers, and
persons associated with government securities brokers and government
securities dealers.
5-153.34
(4) Rules promulgated and orders issued
under this section shall—
(A) be designed to prevent fraudulent
and manipulative acts and practices and to protect the integrity,
liquidity, and efficiency of the market for government securities,
investors, and the public interest; and
(B) not be designed to permit unfair
discrimination between customers, issuers, government securities brokers,
or government securities dealers, or to impose any burden on competition
not necessary or appropriate in furtherance of the purposes of this
title.
5-153.35
(5)
In promulgating rules and issuing orders under this section, the Secretary—
(A) may appropriately classify government securities brokers and
government securities dealers (taking into account relevant matters,
including types of business done, nature of securities other than
government securities purchased or sold, and character of business
organization) and persons associated with government securities brokers
and government securities dealers;
(B) may determine, to the extent consistent
with paragraph (2) of this subsection and with the public interest,
the protection of investors, and the purposes of this title, not to
apply, in whole or in part, certain rules under this section, or to
apply greater, lesser, or different standards, to certain classes
of government securities brokers, government securities dealers, or
persons associated with government securities brokers or government
securities dealers;
(C) shall consider the sufficiency and appropriateness of then existing
laws and rules applicable to government securities brokers, government
securities dealers, and persons associated with government securities
brokers and government securities dealers; and
(D) shall consult with and consider
the views of the Commission and the Board of Governors of the Federal
Reserve System, except where the Secretary determines that an emergency
exists requiring expeditious or summary action and publishes its reasons
for such determination.
5-153.36
(6) If the Commission or the Board of Governors
of the Federal Reserve System comments in writing on a proposed rule
of the Secretary that has been published for comment, the Secretary
shall respond in writing to such written comment before approving
the proposed rule.
(7) No government securities broker or government securities dealer
shall make use of the mails or any means or instrumentality of interstate
commerce to effect any transaction in, or to induce or attempt to
induce the purchase or sale of, any government security in contravention
of any rule under this section.
5-153.37
(c) Sanctions for violations.
(1) With respect to any government securities
broker or government securities dealer registered or required to register
under subsection (a)(1)(A) of this section—
(A) The Commission,
by order, shall censure, place limitations on the activities, functions,
or operations of, suspend for a period not exceeding 12 months, or
revoke the registration of such government securities broker or government
securities dealer, if it finds, on the record after notice and opportunity
for hearing, that such censure, placing of limitations, suspension,
or revocation is in the public interest and that such government securities
broker or government securities dealer, or any person associated with
such government securities broker or government securities dealer
(whether prior or subsequent to becoming so associated), has committed
or omitted any act, or is subject to an order or finding, enumerated
in subparagraph (A), (D), (E), (H), or (G) of paragraph (4) of section
15(b) of this title, has been convicted of any offense specified in
subparagraph (B) of such paragraph (4) within 10 years of the commencement
of the proceedings under this paragraph, or is enjoined from any action,
conduct, or practice specified in subparagraph (C) of such paragraph
(4).
5-153.38
(B) Pending final determination
whether registration of any government securities broker or government
securities dealer shall be revoked, the Commission, by order, may
suspend such registration, if such suspension appears to the Commission,
after notice and opportunity for hearing, to be necessary or appropriate
in the public interest or for the protection of investors. Any registered
government securities broker or registered government securities dealer
may, upon such terms and conditions as the Commission may deem necessary
in the public interest or for the protection of investors, withdraw
from registration by filing a written notice of withdrawal with the
Commission. If the Commission finds that any registered government
securities broker or registered government securities dealer is no
longer in existence or has ceased to do business as a government securities
broker or government securities dealer, the Commission, by order,
shall cancel the registration of such government securities broker or
government securities dealer.
5-153.39
(C) The Commission, by order, shall
censure or place limitations on the activities or functions any person
who is, or at the time of the alleged misconduct was, associated or
seeking to become associated with a government securities broker or
government securities dealer registered or required to register under
subsection (a)(1)(A) of this section or suspend for a period not exceeding
12 months or bar any such person from being associated with such a
government securities broker or government securities dealer, if the
Commission finds, on the record after notice and opportunity for hearing,
that such censure, placing of limitations, suspension, or bar is in
the public interest and that such person has committed or omitted
any act, or is subject to an order or finding, enumerated in subparagraph
(A), (D), (E), (H), or (G) of paragraph (4) of section 15(b) of this
title, has been convicted of any offense specified in subparagraph
(B) of such paragraph (4) within 10 years of the commencement of the
proceedings under this paragraph, or is enjoined from any action,
conduct, or practice specified in subparagraph (C) of such paragraph
(4).
5-153.4
(2) (A) With respect to any government
securities broker or government securities dealer which is not registered
or required to register under subsection (a)(1)(A) of this section,
the appropriate regulatory agency for such government securities broker
or government securities dealer may, in the manner and for the reasons
specified in paragraph (1)(A) of this subsection, censure, place limitations
on the activities, functions, or operations of, suspend for a period
not exceeding 12 months, or bar from acting as a government securities
broker or government securities dealer any such government securities
broker or government securities dealer, and may sanction any person
associated, seeking to become associated, or, at the time of the alleged
misconduct, associated or seeking to become associated with such government
securities broker or government securities dealer in the manner and
for the reasons specified in paragraph (1)(C) of this subsection.
(B) In addition, where
applicable, such appropriate regulatory agency may, in accordance
with section 8 of the Federal Deposit Insurance Act (12 U.S.C. 1818),
section 5 of the Home Owners’ Loan Act of 1933 (12 U.S.C. 1464), or
section 407 of the National Housing Act (12 U.S.C. 1730), enforce
compliance by such government securities broker or government securities
dealer or any person associated, seeking to become associated, or,
at the time of the alleged misconduct, associated or seeking to become
associated with such government securities broker or government securities
dealer with the provisions of this section and the rules thereunder.
5-153.41
(C) For purposes of
subparagraph (B) of this paragraph, any violation of any such provision
shall constitute adequate basis for the issuance of any order under
section 8(b) or 8(c) of the Federal Deposit Insurance Act, section
5(d)(2) or 5(d)(3) of the Home Owners’ Loan Act of 1933, or section
407(e) or 407(f) of the National Housing Act, and the customers of
any such government securities broker or government securities dealer
shall be deemed, respectively, “depositors” as that term is used in
section 8(c) of the Federal Deposit Insurance Act, “savings account
holders” as that term is used in section 5(d)(3) of the Home Owners’
Loan Act of 1933, or “insured members” as that term is used in section
407(f) of the National Housing Act.
(D) Nothing in this paragraph shall
be construed to affect in any way the powers of such appropriate regulatory
agency to proceed against such government securities broker or government
securities dealer under any other provision of law.
(E) Each appropriate regulatory agency
(other than the Commission) shall promptly notify the Commission after
it has imposed any sanction under this paragraph on a government securities
broker or government securities dealer, or a person associated with
a government securities broker or government securities dealer, and
the Commission shall maintain, and make available to the public, a
record of such sanctions and any sanctions imposed by it under this
subsection.
5-153.42
(3) It shall be unlawful for any person
as to whom an order entered pursuant to paragraph (1) or (2) of this
subsection suspending or barring him from being associated with a
government securities broker or government securities dealer is in
effect willfully to become, or to be, associated with a government
securities broker or government securities dealer without the consent
of the appropriate regulatory agency, and it shall be unlawful for
any government securities broker or government securities dealer to
permit such a person to become, or remain, a person associated with
it without the consent of the appropriate regulatory agency, if such
government securities broker or government securities dealer knew,
or, in the exercise of reasonable care should have known, of such
order.
5-153.43
(d) Records
of brokers and dealers.
(1) All records of a government securities
broker or government securities dealer are subject at any time, or
from time to time, to such reasonable periodic, special, or other
examinations by representatives of the appropriate regulatory agency
for such government securities broker or government securities dealer
as such appropriate regulatory agency deems necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of this title.
(2) Information received by an appropriate
regulatory agency, the Secretary, or the Commission from or with respect
to any government securities broker, government securities dealer,
any person associated with a government securities broker or government
securities dealer, or any other person subject to this section or
rules promulgated thereunder, may be made available by the Secretary
or the recipient agency to the Commission, the Secretary, the Department
of Justice, the Commodity Futures Trading Commission, any appropriate
regulatory agency, any self-regulatory organization, or any Federal
Reserve Bank.
5-153.431
(3) (A) Every government
securities broker and government securities dealer shall furnish to
the Commission on request such records of government securities transactions,
including records of the date and time of execution of trades, as
the Commission may require to reconstruct trading in the course of
a particular inquiry or investigation being conducted by the Commission
for enforcement or surveillance purposes. In requiring information
pursuant to this paragraph, the Commission shall specify the information
required, the period for which it is required, the time and date on
which the information must be furnished, and whether the information
is to be furnished directly to the Commission, to the Federal Reserve
Bank of New York, or to an appropriate regulatory agency or self-regulatory
organization with responsibility for examining the government securities
broker or government securities dealer. The Commission may require
that such information be furnished in machine readable form notwithstanding
any limitation in subparagraph (B). In utilizing its authority to
require information in machine readable form, the Commission shall
minimize the burden such requirement may place on small government
securities brokers and dealers.
5-153.432
(B) The Commission shall not utilize
its authority under this paragraph to develop regular reporting requirements,
except that the Commission may require information to be furnished
under this paragraph as frequently as necessary for particular inquiries
or investigations for enforcement or surveillance purposes. This paragraph
shall not be construed as requiring, or as authorizing the Commission
to require, any government securities broker or government securities
dealer to obtain or maintain any information for purposes of this
paragraph which is not otherwise maintained by such broker or dealer
in accordance with any other provision of law or usual and customary
business practice. The Commission shall, where feasible, avoid requiring
any information to be furnished under this paragraph that the Commission
may obtain from the Federal Reserve Bank of New York.
5-153.433
(C) At the time the Commission
requests any information pursuant to subparagraph (A) with respect
to any government securities broker or government securities dealer
for which the Commission is not the appropriate regulatory agency,
the Commission shall notify the appropriate regulatory agency for
such government securities broker or government securities dealer
and, upon request, furnish to the appropriate regulatory agency any
information supplied to the Commission.
(D) Within 90 days after the date of
enactment of this paragraph, and annually thereafter, or upon the
request of any other appropriate regulatory agency, the Commission
shall consult with the other appropriate regulatory agencies to determine
the availability of records that may be required to be furnished under
this paragraph and, for those records available directly from the
other appropriate regulatory agencies, to develop a procedure for
furnishing such records expeditiously upon the Commission’s request.
5-153.434
(E) Nothing in this
paragraph shall be construed so as to permit the Commission to require
any government securities broker or government securities dealer to
obtain, maintain, or furnish any examination report of any appropriate
regulatory agency other than the Commission or any supervisory recommendations
or analysis contained in any such examination report.
(F) Notwithstanding any other provision
of law, the Commission and the appropriate regulatory agencies shall
not be compelled to disclose any information required or obtained
under this paragraph. Nothing in this paragraph shall authorize the
Commission or any appropriate regulatory agency to withhold information
from Congress, or prevent the Commission or any appropriate regulatory
agency from complying with a request for information from any other
Federal department or agency requesting information for purposes within
the scope of its jurisdiction, or from complying with an order of
a court of the United States in an action brought by the United States,
the Commission, or the appropriate regulatory agency. For purposes
of section 552 of title 5, United States Code, this subparagraph shall
be considered a statute described in subsection (b)(3)(B) of such
section 552.
5-153.44
(e) Membership in national securities exchange;
exemptions.
(1) It shall be unlawful for any government
securities broker or government securities dealer registered or required
to register with the Commission under subsection (a)(1)(A) to effect
any transaction in, or induce or attempt to induce the purchase or
sale of, any government security, unless such government securities
broker or government securities dealer is a member of a national securities
exchange registered under section 6 of this title or a securities
association registered under section 15A of this title.
(2) The Commission, after
consultation with the Secretary, by rule or order, as it deems consistent
with the public interest and the protection of investors, may conditionally
or unconditionally exempt from paragraph (1) of this subsection any
government securities broker or government securities dealer or class
of government securities brokers or government securities dealers
specified in such rule or order.
5-153.441
(f) Large position reporting.
(1) The Secretary may adopt
rules to require specified persons holding, maintaining, or controlling
large positions in to-be-issued or recently issued Treasury securities
to file such reports regarding such positions as the Secretary determines
to be necessary and appropriate for the purpose of monitoring the
impact in the Treasury securities market of concentrations of positions
in Treasury securities and for the purpose of otherwise assisting
the Commission in the enforcement of this title, taking into account
any impact of such rules on the efficiency and liquidity of the Treasury
securities market and the cost to taxpayers of funding the Federal
debt. Unless otherwise specified by the Secretary, reports required
under this subsection shall be filed with the Federal Reserve Bank
of New York, acting as agent for the Secretary. Such reports shall,
on a timely basis, be provided directly to the Commission by the person
with whom they are filed.
(2) Rules under this subsection may require persons holding, maintaining,
or controlling large positions in Treasury securities to make and
keep for prescribed periods such records as the Secretary determines
are necessary or appropriate to ensure that such persons can comply
with reporting requirements under this subsection.
5-153.442
(3) Rules under this subsection—
(A) may prescribe the manner in which positions and accounts shall
be aggregated for the purpose of this subsection, including aggregation
on the basis of common ownership or control; and
(B) may define which persons (individually
or as a group) hold, maintain, or control large positions.
(4) (A) In prescribing rules under
this subsection, the Secretary may, consistent with the purpose of
this subsection, define terms used in this subsection that are not
otherwise defined in section 3 of this title.
(B) Rules under this subsection shall
specify—
(i) the minimum size of positions subject
to reporting under this subsection, which shall be no less than the
size that provides the potential for manipulation or control of the
supply or price, or the cost of financing arrangements, of an issue
or the portion thereof that is available for trading;
(ii) the types of positions (which
may include financing arrangements) to be reported;
(iii) the securities to be covered; and
(iv) the form and manner
in which reports shall be transmitted, which may include transmission
in machine readable form.
5-153.443
(5) Consistent with the public
interest and the protection of investors, the Secretary by rule or
order may exempt in whole or in part, conditionally or unconditionally,
any person or class of persons, or any transaction or class of transactions,
from the requirements of this subsection.
(6) Notwithstanding any other provision
of law, the Secretary and the Commission shall not be compelled to
disclose any information required to be kept or reported under this
subsection. Nothing in this subsection shall authorize the Secretary
or the Commission to withhold information from Congress, or prevent
the Secretary or the Commission from complying with a request for
information from any other Federal department or agency requesting
information for purposes within the scope of its jurisdiction, or
from complying with an order of a court of the United States in an
action brought by the United States, the Secretary, or the Commission. For
purposes of section 552 of title 5, United States Code, this paragraph
shall be considered a statute described in subsection (b)(3)(B) of
such section 552.
5-153.45
(g) Effect on other laws; authority of Commission.
(1) Nothing in this section
except paragraph (2) of this subsection shall be construed to impair
or limit the authority under any other provision of law of the Commission,
the Secretary of the Treasury, the Board of Governors of the Federal
Reserve System, the Comptroller of the Currency, the Federal Deposit
Insurance Corporation, the Secretary of Housing and Urban Development,
and the Government National Mortgage Association.
(2) Notwithstanding any other provision
of this title, the Commission shall not have any authority to make
investigations of, require the filing of a statement by, or take any
other action under this title against a government securities broker
or government securities dealer, or any person associated with a government
securities broker or government securities dealer, for any violation
or threatened violation of the provisions of this section, other than
subsection (d)(3), or the rules or regulations thereunder, unless
the Commission is the appropriate regulatory agency for such government
securities broker or government securities dealer. Nothing in the
preceding sentence shall be construed to limit the authority of the
Commission with respect to violations or threatened violations of
any provision of this title other than this section (except subsection
(d)(3)), the rules or regulations under any such other provision,
or investigations pursuant to section 21(a)(2) of this title to assist
a foreign securities authority.
5-153.46
(h) Emergency authority. The Secretary may,
by order, take any action with respect to a matter or action subject
to regulation by the Secretary under this section, or the rules of
the Secretary under this section, involving a government security
or a market therein (or significant portion or segment of that market),
that the Commission may take under section 12(k)(2) with respect to
transactions in securities (other than exempted securities) or a market
therein (or significant portion or segment of that market).
[15 USC 78o-5. As added
by act of Oct. 28, 1986 (100 Stat. 3208) and amended by acts of Aug.
9, 1989 (103 Stat. 441); Oct. 16, 1990 (104 Stat. 970); Nov. 15, 1990
(104 Stat. 2718); Dec. 17, 1993 (107 Stat. 2345-2353); Dec. 17, 2004
(118 Stat. 3863); and July 21, 2010 (124 Stat. 1569, 1854, 1934).]
