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1 agent and the name of the appropriate regulatory agency 2 with which it is filing a registration statement.

3 Except as hereinafter provided, a registration of a trans4 fer agent filed under this subsection (c) (2) shall become 5 effective thirty days after the receipt of the registration. 6 statement by the appropriate regulatory agency or within 7 such shorter period of time as such agency may determine. (d) The appropriate regulatory agency shall, after ap9 propriate notice and opportunity for hearing, by order, 10 deny registration to any depository, clearing agency, or 11 transfer agent seeking registration under subsection 4 (c) 12 if it finds that such denial is in the public interest and that 13 such depository, clearing agency, or transfer agent does not 14 have procedures or the means to be able to comply with 15 the provisions of this Act and the rules and regulations 16 promulgated thereunder.

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(e) (1) Pending final determination whether any regis18 tration of a depository, clearing agency, or transfer agent 19 under this section shall be denied, the appropriate regula20 tory agency may by order postpone the effective date of such 21 registration for a period not to exceed ninety days, but if, 22 after appropriate notice and opportunity for hearing (which 23 may consist solely of affidavits and oral arguments), it shall 24 appear to such agency to be necessary or appropriate in the

78-429 O-72-2

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1 public interest or for the protection of investors to postpone

2 the effective date of such registration until final determina

3 tion, such agency shall so order.

4

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(2) Any person registered under this section 4 may, 5 upon such terms and conditions as the appropriate regula6 tory agency may deem necessary in the public interest or 7 for the protection of investors, withdraw from registration 8 by filing a written notice of withdrawal with such agency. 9 If such agency finds that any such registrant or such other 10 person for whom a registration statement is pending, is no 11 longer in existence or has ceased to do business as a deposi12 tory, clearing agency, or transfer agent, as the case may be, 13 it shall by order revoke, deny, or cancel the registration. SEC. 5. No depository or clearing agency shall make 15 use of the mails or of any means or instrumentality of inter16 state commerce, directly or indirectly, to participate in the 17 processing or settlement of any transaction in a security 18 (other than an exempted security), in contravention of such 19 rules and regulations as the Commission shall prescribe as 20 necessary or appropriate with regard to minimum standards 21 for the performance of functions, measures, and personnel 22 standards for safe handling and custody of securities and 23 funds, operational compatibility of the depository or clearing agency with other persons involved in the securities han

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1 dling process, and reasonable nondiscriminatory access to 2 the services provided by such depository or clearing agency. 3 SEC. 6. No transfer agent shall make use of the mails 4 or of any means or instrumentality of interstate commerce, 5 directly or indirectly, to engage in any activity as transfer 6 agent with respect to any security (other than an exempted 7 security), in contravention of such rules and regulations as 8 the Commission shall prescribe as necessary or appropriate 9 with regard to minimum standards for the performance of 10 transfer functions, measures, and personnel standards for safe 11 handling and custody of securities and funds, and operational 12 compatibility of the transfer agent with other persons in13 volved in the securities handling process.

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15

SEC. 7. No broker or dealer shall make use of the mails

or of any means or instrumentality of interstate commerce, 16 directly or indirectly, to participate in the settlement of any 17 transaction in a security (other than an exempted security)

18

in contravention of such rules and regulations as the Com19 mission shall prescribe as necessary or appropriate for the 20 efficient and expeditious handling and settlement of secu21 rities transactions.

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SEC. 8. It shall be unlawful for an issuer, any class of 23 whose securities is registered under section 12 of the 1934 24 Act or which would be required to be so registered except

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1 for the exemption from registration provided by paragraph

2 (2) (B) or (G) of subsection 12 (g) of the 1934 Act, by

3

4

the use of any means or instrumentality of interstate com

merce, or of the mails, to issue, either originally or upon 5 transfer, such securities whose form or format contravenes 6 such rules and regulations as the Commission may pre7 scribe as necessary or appropriate for the prompt and ac8 curate processing of transactions in such securities.

13

9 SEC. 9. (a) Every depository, clearing agency, and 10 transfer agent required to be registered pursuant to this 11 Act shall file with the appropriate regulatory agency, in 12 accordance with such rules or regulations as such agency may prescribe as necessary or appropriate for the fulfillment of the objectives of this Act and the rules and regula15 tions thereunder, such information and documents as such agency shall require to keep reasonably current the in17 formation and documents required to be included in or filed 18 with the registration statement filed pursuant to section 4 19 of this Act.

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(b) Every depository, clearing agency, and transfer agent required to register pursuant to this Act shall make,

keep, and preserve such accounts, correspondence, memorandums, papers, books, records, and other data for such

periods and shall make such reports and file such information

and documents with the appropriate regulatory agency, as

11

1 such regulatory agency by rules or regulations may prescribe

2

as necessary or appropriate for the fulfillment of the objec3 tives of this Act and the rules and regulations thereunder. 4 Such accounts, correspondence, memorandums, papers, books, 5 records, and other data shall be subject at any time or 6 from time to time to such reasonable periodic, special, or 7 other examinations by examiners or other representatives of 8 the appropriate regulatory agency as such regulatory agency

9

may deem necessary or appropriate for the fulfillment of 10 the objectives of this Act and the rules and regulations 11 thereunder.

12 SEC. 10. (a) The appropriate regulatory agencies shall 13 consult and cooperate with each other and, as may be ap14 propriate, with State banking authorities having supervi15 sion over banks toward the end that the accounts, corre16 spondence, memorandums, papers, books, records, and other 17 data required of banks acting as transfer agents, deposito18 ries, or clearing agencies and the inspections thereof, be in 19 accord with sound banking practices and fulfill mutual regu20 latory needs to the extent practicable.

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(b) Compliance with the requirements imposed by this 22 Act shall be enforced under section 8 of the Federal Deposit

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Insurance Act (12 U.S.C. 1818) in the case of—

(i) national banks or banks operating under the

Code of Law for the District of Columbia, or subsidiar