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correspondent, or safekeeping and custodial functions commonly performed by them, and (c) any person insofar as he performs the functions of a securities depository without the jurisdiction of the United States, unless he performs such functions in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate to prevent evasion of this Act.

B. The term “participant”, when used with respect to a securities depository, means any person who maintains one or more accounts with a securities depository for the purpose of making or receiving payment for or delivery, lending, hypothecation, or custody of securities; but does not include a person whose only use of a securities depository is through another person.

C. The term "Commission" means the Securities and Exchange Commission.

D. The term “Board” means the Board of Governors of the Federal Reserve System.

E. The term “appropriate regulatory agency”, when used with respect to a securities depository required to be registered under this Act, means:

(a) the Board, in the case of a securities depository which is a member bank of the Federal Reserve System, except as provided in paragraph (b) of this subsection; and

(b) the Commission, in the case of all other securities depositories and, for the purposes of subsections 4B, 4C and 4D(b) of this Act, whenever the subject of a disciplinary action, suspension, expulsion or denial of participation is a broker or a dealer.

F. The term “rules of the securities depository” means (a) such data as to its organization, participation, rules, financial condition and results of operation, methods of safekeeping, transferring, hypothecating and accounting for funds and securities as the Commission may by rules and regulations require, (b) copies of its constitution, charter, or articles of incorporation or association, with all amendments thereto, and its existing bylaws, operational rules and any rules or instruments corresponding to the foregoing, whatever the name, and (c) such forms, procedures and other information as the Commission may by rule require.

G. The terms defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) shall have the same meanings when used in this Act.

REGISTRATION

SECTION 3.

A. Except as otherwise provided in this subsection, it shall be unlawful for any person, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce to perform the function of a securities depository with respect to any security (other than an exempted security) unless such person is registered with the Commission under this section. The Commission, by rules and regulations or by order, upon its own motion, or upon application, may conditionally or unconditionally exempt any person, security, transaction or securities depository or any class or classes of persons, securities, transactions, or securities depositories from any provision or provisions of this Act or of any rule or regulation prescribed under this Act if, following consultation with the Board, the Commission specifically finds that the application of such provision or provisions to such person, security, transaction, securities depository, or class or classes of persons, securities, transactions, or securities depositories is not practical or not necessary or appropriate in the public interest or for the prompt and accurate processing and settlement of securities transactions.

B. Any securities depository may be registered with the Commission under the terms and conditions hereinafter provided in this section by filing with the Commission, and delivering a copy thereof to the appropriate regulatory agency if other than the Commission, a registration statement in such form as the Commission may prescribe setting forth the rules of the securities depository.

20-306 O - 74 - 10 -- pt. 5

C. An applicant shall not be registered as a securities depository unless it appears to the Commission that

(a) by reason of its organization and character, and the number of its participants and the scope of their transactions, such securities depository will be able to comply with the provisions of this Act and the rules and regulations thereunder and to carry out the purposes of this Act;

(b) the rules of the securities depository, as approved or originated by the Commission, are designed

(1) to promote the prompt and orderly settlement of securities transactions, to foster cooperation and coordination with national securities exchanges, national securities associations, brokers, dealers, banks, registered investment companies, insurance companies, clearing systems, other registered securities depositories, and with other persons engaged in the settlement of securities transactions, and to protect investors and the public interest; and

(2) to provide for reasonable non-discriminatory access by potential participants to the services provided by the securities depository; and

(c) the appropriate regulatory agency has determined that the securities depository, by reason of its organization, character and facilities, is adequately designed to perform the functions of such a depository and to provide adequate safeguards for securities and funds which are in its custody or control, and that the rules of such securities depository, as approved or originated by the appropriate regulatory agency, are designed

(1) to provide safeguards for securities and funds which are in its custody;

(2) to afford an opportunity for its voting stock to be owned by or on behalf of participants in reasonable proportion to their use of the securities depository's services, provided, however, that such opportunity shall not be afforded any person not qualified to hold the shares of the securities depository under the applicable law, including the Uniform Commercial Code;

(3) to provide for the equitable allocation of dues, fees, and other charges among its participants;

(4) not to impose any schedule of prices, or fix minimum rates or charges, for services rendered by its participants; and

(5) to provide for the appropriate disciplining of its participants by expulsion, suspension, fine or censure for any violation of its rules, and for a fair and orderly procedure with respect to such disciplining of participants and the denial of participation to any person seeking participation therein. In any proceeding to determine whether a participant should be disciplined, such rules shall require that specific charges be brought; that such participant shall be notified of and be given an opportunity to defend against such charges; that a record shall be kept; and that the determination shall include

(A) a statement setting forth any act or practice in which such participant may be found to have engaged, or which such participant may be found to have omitted;

(B) a statement setting forth the specific rule or rules of the securities depository of which any such act or practice, or omission to act, is deemed to be in violation; and

(C) a statement setting forth the penalty imposed. In any proceeding to determine whether a person shall be denied participation, such rules shall provide that the prospective participant shall be notified of, and be given an opportunity to be heard upon, the specific grounds for denial which are under consideration; that a record shall be kept; and that the determination shall set forth the specific grounds on which the denial is based. Notwithstanding any other provision of this section, the rules of the securities depository may provide for the temporary suspension of a participant and the closing of its accounts pending determination on the merits of any disciplinary proceeding if, in the opinion of the securities depository, such suspension and closing of accounts are necessary for the protection of investors or of the securities depository or to facilitate the orderly and continuous performance of its services. The rules of the securities depository shall afford the participant an expedited hearing on the merits in the case of any temporary suspension.

D. Within thirty days following the filing of an application for registration pursuant to subsection 3B of this Act, the Commission shall by order grant such registration if the requirements of this section are satisfied. If after appropriate notice and opportunity for hearing it appears to the Commission that any requirement of this section is not satisfied, the Commission shall by order deny such registration.

E. A registered securities depository may, upon such terms and conditions as the Commission may deem necessary in the public interest or for the protection of investors, withdraw from registration by filing a written notice of withdrawal with the Commission and the appropriate regulatory agency if other than the Commission. If the Commission finds that any registrant or any person for whom an application for registration is pending is no longer in existence or has ceased to do business in the capacity specified in the registration statement, the Commission shall by order cancel the registration or deny the application, as the case may be.

F. (a) Each registered securities depository shall file, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, copies of any changes in, additions to, or deletions from the rules of the securities depository relating to matters set forth in subsection 3C(b) of this Act with the Commission, and to matters set forth in subsection 3C(c) of this Act with the appropriate regulatory agency, and shall file with the Commission such other information and documents as the Commission may require to keep current or to supplement the registration statement and

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