Section 16.32 - Fraudulent transactions and unsafe or unsound practices(a) No person in the offer or sale of national bank or Federal savings association securities shall directly or indirectly:(1) Employ any device, scheme or artifice to defraud;(2) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or(3) Engage in any act, practice, or course of business which operates as a fraud or deceit upon any person, in connection with the purchase or sale of any security of a national bank or Federal savings association.(b) Nothing in this section limits the applicability of section 17 of the Securities Act (15 U.S.C. 77q ) or section 10(b) of the Exchange Act (15 U.S.C. 78j ) or Rule 10b-5 promulgated thereunder (17 CFR 240.10b-5 ).(c) Any violation of this section also constitutes an unsafe or unsound practice under 12 U.S.C. 1818 .(d) SEC Rule 175 (17 CFR 230.175 -Liability for certain statements by issuers) applies to this part.59 FR 54798, Nov. 2, 1994, as amended at 82 FR 8109 , Jan. 23, 2017