23

1 mation concerning the number of requests for exemptions

2 from this section received, the number granted, and the basis

3

4

or bases upon which the exemptions were granted.

"(3) The provisions of this section shall apply only to 5 securities and to persons performing the function of transfer 6 agent with respect to securities which are registered under 7 section 12 of this title or which would be required to be so 8 registered except for the exemption from registration pro9 vided in subsection (g) (2) (B) or (g) (2) (G) of that sec10 tion. The provisions of this section shall not apply to variable 11 annuity contracts issued by insurance companies.

12

"(b) Any transfer agent may be registered for the pur

13 poses of this section by filing with the appropriate regulatory 14 agency a registration statement which shall state the address 15 of its principal office or offices for transfer agent activities, 16 the identity of the issuers and issues of securities for which 17 it is then acting as transfer agent, and such other information 18 in such detail as the appropriate regulatory agency may 19 require as necessary or appropriate with regard to per20 formance capability, standards and procedures for safe 21 handling and custody of securities, and operational com22 patibility of the transfer agent's activities with those of other 23 persons involved in the securities handling process. Each 24 appropriate regulatory agency, other than the Commission, 25 shall file with the Commission notice of the name of any

24

1 transfer agent required to register with such agency under 2 this section, the address of its principal office or offices for 3 transfer agent activity, the identity of the issuers and issues 4 of securities for which it is then acting as a transfer agent 5 and such other information as the Commission may, by rule, 6 require. Each appropriate regulatory agency shall also file 7 with the Commission such additional information as the 8 Commission may, by rule, require to keep current the infor9 mation in such notice and to carry out its responsibilities 10 under this section. Except as otherwise provided in subsec11 tion (d) of this section, a registration of a transfer agent 12 filed under this subsection shall become effective thirty days 13 after the receipt of the registration statement by the appro14 priate regulatory agency or within such shorter period of 15 time as such agency may determine.

16 "(c) The appropriate regulatory agency shall, after ap17 propriate notice and opportunity for hearing, by order, deny 18 registration to any transfer agent seeking registration if it 19 finds that such denial is in the public interest and that such 20 transfer agent does not have procedures or the operational 21 capabilities to be able to comply with the provisions and pur22 poses of this section and the rules and regulations prescribed 23 thereunder.

24

"(d) Pending final determination whether the registra

25 tion of a transfer agent shall be denied, the appropriate reg

25

1 ulatory agency may, by order, postpone the effective date 2 of such registration for a period not to exceed ninety days, 3 except that such agency may extend such period until final 4 determination if it finds good cause for such extension and 5 publishes its reasons therefor.

6 "(e) Any transfer agent registered under this section 7 may, upon such terms and conditions as the appropriate 8 regulatory agency may deem necessary in the public interest, 9 for the protection of investors or to assure the prompt and 10 accurate processing and settlement of securities transactions, 11 withdraw from registration by filing a written notice of with12 drawal with such agency. If such agency finds that any such 13 transfer agent for whom a registration statement is pending 14 is no longer in existence or has ceased to do business as a 15 transfer agent, it shall by order cancel or deny the 16 registration.

17

"(f) Each registered transfer agent shall make, keep, 18 and preserve for such periods such accounts, correspondence, 19 memorandums, papers, books, and other records, and fur20 nish such copies thereof and shall make such reports and file 21 such information and documents with the appropriate regn22 latory agency, as such agency by rule or regulation may pre23 scribe as necessary or appropriate to keep current or to supplement the registration statement and documents filed

25

pursuant to subsection (b) and to carry out the purposes of

26

1 this section. Such accounts, correspondence, memorandums, 2 papers, books, and other records shall be subject at any time 3 to such reasonable periodic, special, or other examinations 4 by examiners or other representatives of the appropriate 5 regulatory agency as such agency may deem necessary or 6 appropriate to carry out the purposes of this section. Each 7 appropriate regulatory agency shall make a report of all

11

examinations conducted by it of any transfer agent and shall,

9 upon request, furnish a copy of such report to any other 10 regulatory agency with responsibilities under this section. "(g) No transfer agent registered under this section 12 shall, directly or indirectly, engage in any activity as transfer 13 agent in contravention of such rules and regulations as the Commission shall prescribe as necessary or appropriate in

14

15

the public interest, for the protection of investors or to 16 effectuate the purposes of this section with regard to stand17 ards for the performance of transfer functions, measures and 18 procedures for safe handling and custody of securities, and 19 operational compatibility of transfer agents with other persons involved in the securities handling process.

20

21

222

23

"(h) The appropriate regulatory agencies shall consult and cooperate with each other and, as may be appropriate,

with State banking authorities having supervision over banks 24 acting as transfer agents so that the accounts, correspond

25 ence, memorandums, papers, books, records, and other data

27

1 required of banks acting as transfer agents, the rules and 2 regulations applicable to them, and the inspections thereof, 3 may be in accord with sound banking practices and fulfill 4 mutual regulatory needs to the maximum extent practicable. 5 Nothing in this section shall be construed to impair the au6 thority of any State banking authority or of any other State 7 or Federal regulatory authority which has jurisdiction over 8 a person registered as a transfer agent from making or en9 forcing rules governing such person which are not incon10 sistent with this section or any rules promulgated hereunder. 11 "(i) Compliance with the requirements imposed by this 12 section may be enforced under section 8 of the Federal 13 Deposit Insurance Act (12 U.S.C. 1818) by the appro14 priate regulatory agencies other than the Commission. For 15 the purpose of the exercise by the appropriate regulatory 16 agency of its powers under section 8 of the Federal Deposit 17 Insurance Act, a bank holding company and a nonbank 18 subsidiary of a bank holding company, acting as a transfer 19 agent, shall be considered a bank. Any violation of any re20 quirement imposed under this section upon banks, bank 21 holding companies, or nonbank subsidiaries of bank holding 22 companies registered as transfer agents is a violation of the 23 requirements imposed under the Federal Deposit Insurance 24 Act and shall constitute adequate basis for the issuance of 25 orders under section 8 (b) and 8 (c) of that Act. In addi

98-978-73-3