Page:United States Statutes at Large Volume 78.djvu/607

 78 STAT.]

PUBLIC LAW 88-467-AUG. 20, 1964

565

Public Law 88-467 AN ACT To amend the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, to extend disclosure requirements to the issuers of additional publicly traded securities, to provide for improved qualification and disciplinary procedures for registered brokers and dealers, and for other purposes.

August 20, 1964 [S, 1642]

Be it enacted by the Senate and House of Representatives of the Securities United States of America in Congress assembled, That this Act may Amendments Acts of be cited as the "Securities Acts Amendments of 1964". 1964. SEC. 2. Section 3(a) of the Securities Exchange Act of 1934 is amended by adding at the end thereof the following four paragraphs: Definitions. 48 Stat. 882. "(18) The term 'person associated with a broker or dealer' means 15 USC 78c. any partner, officer, director, or branch manager of such broker or dealer (or any person occupying a similar status or performing similar functions), or any person directly or indirectly controlling or controlled by such broker or dealer, including any employee of such broker or dealer, except that for the purposes of section 15(b) of this title Post, p. 570. (other than paragraph (7) thereof), persons associated with a broker or dealer whose functions are clerical or ministerial shall not be included in the meaning of such term. The Commission may by rules and regulations classify, for the purpose of any portion or portions of this title, persons, including employees, controlled by a broker or a dealer. "(19) The terms 'investment company', 'affiliated person', and 'insurance company' have the same meanings as in the Investment 54 Stat. 789. Company Act of 1940. 15 USC 80a-51. "(20) The terms 'investment adviser' and 'underwriter' have the 15 USC 80b-20. same meanings as in the Investment Advisers Act of 1940. "(21) The term 'person associated with a member' means a person who is registered with a registered securities association pursuant to its rules or who is associated with a broker or dealer which is a member of such association." Registration SEC. 3. (a) Section 12(b) of the Securities Exchange Act of 1934 quirements. reis amended as follows: 48 Stat. 892. (1) Subparagraphs (I) through (K) of paragraph (1) are redesig- 15 USC 78i. nated as (J) through (L), respectively. (2) A new subparagraph (I) is added after subparagraph (H) to read as follows: " (I) material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract;" (3) A new paragraph (3) is added at the end of subsection (b) to read as follows: "(3) Such copies of material contracts, referred to in paragraph (1)(I) above, as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security." Unlisted trading (b) Section 12(f) of said Act is amended to read as follows: privileges. " (f)(1) Notwithstanding the foregoing provisions of this section, 15 USC 78Z. any national securities exchange, subject to the terms and conditions hereinafter set forth— " (A) may continue unlisted trading privileges to which a security had been admitted on such exchange prior to the effective Post, p. 566. date of subsection (g)(1) of section 12 of this title.

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