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F e d e r a l Re s e r v e Ba n k

DALLAS. TEXAS

of

Dallas

75222

C irc u la r No. 75-132
September 5, 1975

PROPOSED AMENDMENT TO REGULATION H

TO ALL STATE MEMBER BANKS IN THE
ELEVENTH FEDERAL RESERVE DISTR IC T:
Pursuant to the Securities Acts Amendments of 1975, the Board of
Governors of the Federal Reserve System proposes to amend Regulation H,
"Membership of State Banking Institutions in the Federal Reserve System ,"
to re q u ire registration w ith the Board of all State member banks engaged in
transfer agent a ctivities. Shown on the reverse of this c irc u la r is a copy of
the Board's press release. The FEDERAL REGISTER document and proposed
registration form (Form T A -1 ) are enclosed.
To aid in consideration of the proposed amendment and re g is tra ­
tion statement, interested persons are invited to submit relevant data, vie w s ,
or argum ents. A ny such material should be submitted in w ritin g to the
S e c re ta ry , Board of Governors of the Federal Reserve System, Washington,
D . C . 20551, to be received not later than September 29, 1975.
Additional copies of this c irc u la r and attachments w ill be furnished
upon request to the S e cretary's Office of this Bank.
Sincerely yours,
T . W. Plant
F irst Vice President

Enclosures

This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org)

FEDERAL

For lamediate release

RESERVE

August 28, 1975

The Board of Governors of the Federal Reserve System today
published for comment a proposed regulatory amendment to

implement

provisions of the Securities Acts Amendments of 1975 that provide for
registration of State member banks that act as transfer agents.
Comment will be received by the Board through September 29,
1975.

Other bank regulators, and the Securities and Exchange Commis­

sion, are issuing similar regulations for institutions subject to their
jurisdiction.

Under the new legislation, bank transfer agents are

regulated primarily by their designated Federal bank supervisory agency.
In addition, the SEC has general rulemaking and policy oversight respon­
sibilities for all clearing agencies'

transfer agents with the objective

of fostering a national system for the prompt and accurate clearance and
settlement of securities transactions.
After December 1, 1975, State member banks may not act as
transfer agents unless they are registered with the Board in compliance
with the proposed regulation, as finally adopted.
Attached is the Board's proposed amendment to Regulation H —
Membership of State Banking Institutions in the Federal Reserve System —
and the proposed registration statement.

# # # # #

'

FEDERAL RESERVE SYSTEM
[Reg. H]
[12 CFR 208]
MEMBERSHIP OF STATE BANKING INSTITUTIONS IN THE FEDERAL RESERVE SYSTEM
Notice of Proposed Rulemaking

Pursuant to authority of sections 17, 17A and 23(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78q, q-1 and w)

("Act”) the Board
,

of Governors proposes to amend its Regulation H, ’
'Membership of State Banking
Institutions in the Federal Reserve System," (12 CFR 208) to require that, on

1/
or after December 1, 1975,

no State member bank or any of its subsidiaries

shall act as a transfer agent, as defined in section 3(a)(25) of the Act, with
respect to any security registered under section 12 of the Act or which would
be required to be registered except for the exemption from registration pro­
vided by subsection (g)(2)(B) or (g)(2)(G) of that section, unless it has

2/
registered with the Board in conformity with the requirements of Form TA-1.
This amendment relating to State member banks is proposed to
assist in the development of a modern nationwide system for the safe and
efficient handling of securities transactions in a manner which best serves the
financial community and the investing public.

Congress has directed the Board

to regulate certain transfer agent activities to facilitate this purpose.
Form TA-1 is designed to provide basic information related to transfer agents
required to register with the Board in order to aid in the development of
appropriate regulatory standards.

17
2/

See $ 31(a) of Pub. L. 94-29 (June 4, 1975).
A copy of Form TA-1 is filed as part of the original document. Copies are
available on request to the Board of Governors of the Federal Reserve System,
Washington, D.C. 20551, or to any Federal Reserve Bank.

-

2 -

Pursuant to the amendment, a new paragraph (£) would be
added to § 208.8, as set forth below:

Section 208.8--Banking Practices
*

(f)

*

*

*

*

State member banks as transfer agents.
(1)

On or after December 1, 1975, no State member bank or

any of its subsidiaries shall act as a transfer agent, as defined in
section 3(a)(25) of the Securities Exchange Act of 1934, ("Act") with
respect to any security registered under section 12 of the Act or
which would be required to be registered except for the exemption
from registration provided by subsection (g)(2)(B) or (g)(2)(G) of
that section, unless it shall have filed a registration statement
with the Board in conformity with the requirements of Form TA-1,
which registration statement shall have become effective as hereinafter
provided.

Any registration statement filed by a State member bank

or its subsidiary shall become effective on the thirtieth day after
filing with the Board unless the Board takes affirmative action
to accelerate, deny or postpone such registration in accordance with
the provision of 17A(c) of the Act.

Such filings with the Board will

constitute filings with the Securities and Exchange Commission for
purposes of section 17(c)(1) of the Act.

- 3 -

(2)

If the information contained in Items 1 - 5 of

Form TA-1 becomes inaccurate, misleading or incomplete for any
reason, the bank or its subsidiary shall, within ten calendar
days thereafter

file an amendment to Form TA-1 correcting the

inaccurate, misleading or incomplete information.

Within thirty

calendar days following the close of any calendar year quarter
(beginning with the calendar year quarter ending March 31, 1976),
during which the information reported at Items 6 - 7 of Form TA-1
becomes inaccurate, misleading or incomplete

the bank or its

subsidiary shall file an amendment to Form TA-1 correcting the
inaccurate, misleading or incomplete information.

Each registration

statement on Form TA-1 or amendment thereto shall constitute a
"report" or "application" within the meaning of section 17, 17A(c)
and 32(a) of the Act.
To aid in consideration of this matter by the Board, interested
persons are invited to submit relevant data, views, or arguments con­
cerning the proposed amendment and registration statement.

Any such

material should be submitted in writing to the Secretary, Board of
Governors of the Federal Reserve System, Washington, D. C. 20551, to be
received not later than September 29, 1975.

Such material will be made

available for inspection and copying upon request, except as provided
in section 261.6(a) of the Board's Rules Regarding Availability of
Information (12 CFR 261.6(a)).
By order of the Board of Governors, August 25,

1975.

(signed) Theodore E. Allison
Theodore E. Allison
Secretary of the Board
[SEAL]

INSTRUCTIONS FOR USE OF
FORM TA-1_____

UNIFORM FORM FOR REGISTRATION AS A TRANSFER AGENT AND FOR AMENDMENT
TO REGISTRATION AS A TRANSFER AGENT PURSUANT TO SECTION 17A OF THE
SECURITIES EXCHANGE ACT OF 1934 (the "Act").

I.

General Instructions for Preparing and Filing Form TA-1
1.

Form TA-1 is to be used to apply for registration and to amend
registration with the Board of Governors of the Federal
Reserve System, the Comptroller of the Currency, the Federal
Deposit Insurance Corporation or the Securities and Exchange
Commission. Hie respective addresses for filing are included
as a separate page following these instructions.

2.

A.

A transfer agent which is a national bank or a subsidiary
of any such bank or a bank operating under the Code of
Law for the District of Columbia or a subsidiary of any
such bank is required to register with the Comptroller
of the Currency.

B.

A transfer agent which is a
State member bank of the
Federal Reserve System or a
subsidiary of any such bank,
a bank holding company or a
subsidiary of a bank holding
company which is a bank (other than a bank which is
required to register with the Comptroller of the Currency
or the Federal Deposit Insurance Corporation) is required
to register with the Board of Governors of the Federal
Reserve System.

C.

A transfer agent which is a bank insured by the Federal
Deposit Insurance Corporation (other than a bank which is
a member bank of the Federal Reserve System) or a sub­
sidiary thereof is required to register with the Federal
Deposit Insurance Corporation.

D.

All other transfer agents are required to register with
the Securities and Exchange Commission.

3.

Six copies of Form TA-1, Schedule A and any attachments are
to be completed and filed with the appropriate regulatory
agency for the transfer agent, as set forth in instruction 2
immediately above. An exact copy should be retained for
your records. Copies of Form TA-1 and Schedule A may be
obtained from any of the agencies listed on the pages

INSTRUCTIONS FOR USE OF FORM T A -1

-2 -

following these instructions. Copies of Form TA-1 and
Schedule A may be mechanically duplicated and are acceptable
for filing provided an original, manual signature is affixed
in response to item 13 of Form TA-1 on each copy. Form TA-1 and
Schedule A may be duplicated by any method producing legible
copies, of type size identical to that in the Form, on good
quality, unglazed, white paper, 8-1/2 x 11 inches in size.
4.

If Form TA-1 is filed by a corporation, it shall be signed in
the name of the corporation by a principal officer duly
authorized; if it is filed otherwise than by a corporation,
it shall be signed by a duly authorized principal of the
organization filing the Form.

5.

If the space provided for any answer on Form TA-1 is insufficient,
the complete answer shall be prepared on Schedule A,
which shall
be attached to the Form.

6.

Individuals' names, except for executing signatures, shall be
given in full wherever required (last name, first name, middle
name). The full middle name is required. Initials are not
acceptable unless the individual legally has only an
initial.

7.

A Form TA-1 which is not prepared and executed in compliance
with applicable requirements may be returned as not acceptable
for filing. However, acceptance of Form TA-1 shall not consti­
tute any finding that it has been filed as required or that the
information submitted
is true, current, or complete.

8.

Unless the context otherwise requires, "registrant" means the
entity on whose behalf Form TA-1 is filed, whether as a reg­
istration or as an amendment to a previously filed Form TA-1.

9.

The information contained in Form TA-1 shall be amended upon
the happening of certain events (see instruction 12 relating to
amendments to Form TA-1).

INSTRUCTIONS FOR USE OF FORM T A -1

10.

II.

-3 -

Section 17(c)(1) of the Act, among other things, requires
every transfer agent who files a registration form or amend­
ment thereto with the Board of Governors of the Federal
Reserve System, the Comptroller of the Currency or the Federal
Deposit Insurance Corporation to file a copy of such registra­
tion form or amendment with the Securities and Exchange
Commission. The Securities and Exchange Commission and the
federal bank regulatory agencies have developed procedures pur­
suant to which the federal bank regulatory agencies will transmit
a copy of any registration form or amendment filed with them to
the Securities and Exchange Commission. Accordingly, such filings
with the federal bank regulatory agencies by transfer agents
for which the Commission is not the appropriate regulatory
agency will constitute filings with the Commission for purposes
of Section 17(c)(1) of the Act.

Instructions Relating to Filing Form TA-1 as a Registration Form
11.

If Form TA-1 is being filed as a registration form, all appli­
cable items are required to be answered in full. If any item is
not applicable, respond with "none" or "N/A" (not applicable),
as appropriate.

Ill. Instructions Relating to Filing Form TA-1 as an Amendment to a
Registration Form
12.

Within ten calendar days following the date on which information
reported at items 1-5 of Form TA-1 becomes inaccurate, incomplete
or misleading, the registrant shall file an amendment on Form TA-1
correcting the inaccurate, incomplete or misleading information.
Within thirty calendar days following the close of any calendar
year quarter (beginning with the calendar quarter ending March 31,
1976) during which the information reported at items 6-7 of
Form TA-1 becomes inaccurate, incomplete or misleading, the
registrant shall file an amendment on Form TA-1 correcting the
inaccurate, incomplete or misleading information.

13.

If an item is amended, the registrant must answer all other
on the page on which the amended item appears and must file
new page and a properly executed page 6. Unless Schedule A
an attachment is being amended, it is not necessary to file
Schedule A or attachment pertaining to an unamended item on
page which is filed because it contains an amended item.

items
the
or
a new
a

INSTRUCTIONS FOR USE OF FORM T A -1

IV.

-4 -

Instructions as to SPECIFIC ITEMS on Form TA-1
14.

Item 1 - Indicate the agency with which Form TA-1 is to be
filed and whether the Form is filed as a registration or
an amendment.

15.

Item 2(a) - Include a street address; post office box numbers
alone are not acceptable.

16.

Item 6 - A separate schedule or computer run providing the
information called for by this item may be attached.

17.
V.

Instructions Relating to SCHEDULE A
18.

VI.

Item 13 - Item 13 must include an original, manual signature.

Schedule A may be used if the space provided for any answer
on Form TA-1 ia insufficient.

Instructions Relating to Filing of Form TA-1
19.

Four copies of Form TA-1, Schedule A, and any attachments are
to be filed with the Board at its offices in Washington, D. C.
Material may be filed by delivery to the Board, through the
mails or otherwise. The date on which papers are actually
received by the Board shall be the date of filing thereof if
all the requirements with respect to filing have been complied
with. In addition, two copies of Form TA-1, Schedule A, and
any attachments are to be filed with the Federal Reserve Bank
of the District in which registrant's principal banking
operations are conducted.

INSTRUCTIONS FOR USE OF FORM T A -1

-5 -

Copies of FORM TA-1 are to be filed at the
following addresses:
The Board of Governors of the Federal Reserve System
Washington, D.C. 20551
AND
Federal Reserve Bank of the District in which
registrant's principal banking operations are
conducted.

FORM TA-1

FORM TA-1

GENERAL:

UNIFORM FORM FOR REGISTRATION AS A
TRANSFER AGENT AND FOR AMENDMENT TO
REGISTRATION AS A TRANSFER AGENT PURSUANT
TO SECTION 17A OF SECURITIES EXCHANGE
ACT OF 1934

Form TA-1 is to be used to register as a transfer agent and to amend
registration as a transfer agent with the Board of Governors of the
Federal Reserve System, the Comptroller of the Currency, the Federal
Deposit Insurance Corporation or the Securities and Exchange Commission
pursuant to Section 17A of the Securities Exchange Act of 1934 (the
"Act"). Read all instructions before preparing the form. Please print
or type all responses.

1.

This Form is filed with _________________________ '______________ as
_
(name of agency)
A registration _____
An amendment _____

2. (a)

Exact name, principal business address, mailing address, if different,
and telephone number of registrant:
Full name of registrant:

IRS Empl. Ident. No.:

Name under which transfer agent activities are conducted, if different:

If name of registrant is hereby amended, state name under which registered
previously:

If name under which transfer agent activities are conducted is hereby
amended, state name given previously:

Address of principal place of business:

Number and Street_______________ City_________ State________Zip Code
Mailing Address, if different:

Number and Street________________ City_________________________State_____ Zip
Telephone Number:

(Area Code)

•

(Telephone Number)

FORM TA-1
PAGE TWO

2.

(b)

Address of Principal Office(s) for Transfer Agent Activities:

Number and Street

(c)

State

City

Zip Code

Name, title, mailing address and telephone number of person in charge
of registrant's transfer agent activities:

Name

Title

Number and Street

City

State

Zip Code

Telephone Number:

_________ (Area Code)_____________________________ (Telephone Number)______
3.

Registrant agrees and consents that the notice of any proceeding under the
Act involving registrant may be given by sending such notice by registered
or certified mail or confirmed telegram to the person named, at the
address given, in response to item 2(c).

4. (a)

If registrant is a corporation or a national association:
Date and jurisdiction of organization:

DATE: ____________________________
(b)

5.

JURISDICTION: ___________________

If registrant is not a corporation or a national association, describe
on Schedule A the form of organization under which registrant conducts its
business and identify the jurisdiction in which registrant is organized.
Does registrant have any arrangement with any person under which, with
regard to registrant's transfer agent activities, such other person
processes, keeps or maintains any records or accounts of registrant or
issuers relating to transfer agent services?

Yes

No

If the answer is "yes,'1 furnish on Schedule A, as to each such arrangement,
the full name and principal business address of the other person and a
brief summary of each such arrangement. As used in this question, the
term "person" includes any individual, corporation, partnership, association,
joint stock company, business trust, unincorporated organization, or any
other entity.

FORM TA-1
PAGE THREE

6.

List issues serviced as transfer agent, co-transfer agent, registrar
or co-registrar, as the terras are commonly used in the transfer agent
industry. For each issue provide the following information:

Name of
Issue

7.

CUSIP
Number

Issuer

Indicate capacity
or capacities in
which registrant
acts for issue
(transfer agent,
co-transfer agent,
registrar,
co-registrar)

Identity of co­
transfer agents,
co-registrars
or, if registrant
is a co-transfer
agent or co-regis­
trar, of principal
transfer agent or
____ registrar

Check below types of business activities engaged in by registrant:
(a)
(b)

Monitoring the issuance of securities with a view to
preventing unauthorized issuance, a function commonly
performed by a person called a registrar

(c)

Registering the transfer of securities

(d)
•

Countersigning securities upon issuance

Exchanging or converting securities

(e)

Transferring record ownership of securities by bookkeeping
entry without physical issuance of securities certificates

(f)

Activities related to transfer agent functions:
(1)

Acting as dividend disbursing agent or paying agent

(2)

Effecting dividend reinvestment

(3)

Processing stock subscriptions

(4)

Mailing of stockholders notices, proxies and other
materials

(5)

Other activities (give details on Schedule A)

FORM T A -F
PAGE FOUR

8.

(a)

With regard to transfer agent activities, please provide the following
information regarding the type of insurance carried:
Amount of Coverage
Yes
1.
2.
3.
4.
5.
6.
7.

(b)

9.

Amount of Deductible

$____________________

Type of Insurance

$

No

Blanket Bond
Fidelity
Errors and
Omissions
Mail Policy
Air Courier
Lost Instru­
ment
Other (please
specify on
Schedule A)

If registrant's transfer agent activities are not covered by insurance, has
provision been made for self-insurance? Yes___ No___ If yes, indicate on
Schedule A the provisions made for self-insurance (e.g., accounting reserve
or funded reserve) and the amount thereof.

If registrant is not a bank insured by the Federal Deposit Insurance
Corporation, please answer items (a) and (b) below:

(a)

Are the registrant's transfer agent activities subject to regulation by a
state or political subdivision? (If yes, specify name of agency).
Yes

No

Name of State or Political Subdivision

(b)

Name of Agency

Have the registrant's transfer agent activities been the subject of periodic
examinations by an agency of a state or political subdivision? (If yes,
specify name of agency.)
___ Yes

___ No

Name of State or Political Subdivision

10. (a)

Is registrant audited by an independent public accountant?
___ Yes

(b)

___ No

If audited, does the audit include a review of internal controls related to
transfer agent activities?
___Yes

(c)

Name of Agency

Fiscal year of registrant _______

No

FORM T A -1
PAGE FIVE

(a)

What are registrant's internal policies and procedures for reconciling dif­
ferences in its transfer agent operations? (Please describe on Schedule A).

<b)

What is registrant's normal period for reconciling differences in its transfer
agent operations?

(c)

11.

As of September 30, 1975, did registrant have any differences beyond its
normal period for reconciling differences in its transfer agent operations?
___ Yes

___ No

(d)

12.

If answer to (c) is "yes", indicate as of September 30, 1975, the
number of issues out of proof beyond the registrant's normal period for
reconciling differences and, for each issue, the number and market value
of the shares by which the issue is out of proof.

(a)

How. many employees does registrant have engaged in transfer agent activities?

00

How many years has registrant performed transfer agent activities?

(c)

Indicate the average monthly number of certificatec issued during each of the
following calendar quarters:
Average Monthly Number of
Certificates Issued

Period
1.
2.
3.
4.
(d)

October 1, 1974 - December 31, 1974
January 1, 1975 - March 31, 1975
April 1, 1975
- June 30, 1975
July 1,
1974 - September 30, 1975

Does registrant act as a transfer agent solely for its own securities?

___Yes
(e)

___ No

Does registrant act as a transfer agent solely for securities of a person,
as defined in item 5 of FORM TA-1, that controls, or is controlled by, or
is under common control with, the registrant?

Yes

No

FORM T A -1
PAGE SIX

EXECUTION: The Registrant submitting this Form, its Schedules
and its attachments and the person by whom it is executed
represent hereby that all information contained herein is true,
current and complete. It is understood that all required
items, Schedules and attachments are considered integral parts
of this Form and that the submission of any amendment represents
that all unamended items, Schedules and attachments remain true,
current and complete as previously submittedo

Dated the

day of

19

(Name of Transfer Agent)

(Manual signature of Principal Officer or duly
authorized Principal)

(Title)

ATTENTION-lntentional misstatements or omissions of facts
constitute Federal Criminal Violations. (See 18 U.S.C. 1001 and
15 U.S.C. 78ff (a))___________________________________________

SCHEDULE A OF FORM T A -1

1.

Full name of Registrant exactly as stated in Item 2(a) of
Form TA-1.

2.

Item of Form
(Identify)

Answer


Federal Reserve Bank of St. Louis, One Federal Reserve Bank Plaza, St. Louis, MO 63102