documents filed pursuant to subsection 3B of this Act. Upon the filing of any change in, addition to, or deletion from the rules of a registered securities depository the Commission or the appropriate regulatory agency, as the case may be, shall, after publication of the proposed change, addition, or deletion, by order declare such change, addition, or deletion effective if the rules of the securities depository, as so changed, satisfy the requirements of this section. The Commission or the appropriate regulatory agency, as the case may be, shall after notice and opportunity for hearing, disapprove the change, addition, or deletion in whole or in part if it is contrary to the public interest or contrary to the purposes of this Act. If the Commission or the appropriate regulatory agency, as the case may be, does not declare the change, addition, or deletion to be effective or institute a proceeding for its disapproval within thirty days from the date it is filed, the change, addition, or deletion shall become effective on such thirtieth day with the same force and effect as though it had been declared effective by the Commission or the appropriate regulatory agency.

(b) The Commission may, after notice and opportunity for hearing, and upon a determination that such action is necessary or appropriate in the public interest or to effectuate the purposes of this Act, by order require the adoption, amendment, alteration of or supplement to, or rescission of any rule of a securities depository relating to matters set forth in subsection 3C(b) of this Act. The appropriate regulatory agency may, after notice and opportunity for hearing, and upon a determination that such action is necessary or appropriate in the public interest or to effectuate the purposes of this Act, by order require the adoption, amendment, alteration of or supplement to, or rescission of any rule of a depository relating to matters set forth in subsection 3C(c) of this Act.

SECTION 4.

INSPECTION AND ENFORCEMENT

A. Each registered securities depository shall make, keep, and preserve such accounts, correspondence, memorandums, papers, books, and other records for such periods, and make such reports, as the appropriate

regulatory agency by rule or regulation may prescribe as necessary or appropriate in the public interest, or to facilitate the prompt and orderly settlement of securities transactions, or to safeguard funds and securities held for the accounts of participants or for the protection of investors. Such accounts, correspondence, memorandums, papers, books, and other records shall be subject at any time to such reasonable periodic, special, or other examinations by examiners or other representatives of the appropriate regulatory agency as the appropriate regulatory agency may deem necessary or appropriate in the public interest or for the protection of investors. The Board shall make a full and detailed report of any examination made of a member bank which is a securities depository and shall promptly furnish to the Commission a copy of any such report. The Commission shall promptly furnish to the Board a copy of its full and detailed report on any examination made of a non-bank securities depository having banks as participants.

B. If any registered securities depository takes any disciplinary action against any participant therein, or denies admission to any person seeking participation therein, such action shall be subject to review by the appropriate regulatory agency, on its own motion, or upon application by any person aggrieved thereby filed within thirty days after such action has been taken or within such longer period as the appropriate regulatory agency may determine. Application to the appropriate regulatory agency for review, or the institution of review by such agency on its own motion, shall not operate as a stay of such action unless such agency otherwise orders, after notice and opportunity for hearing on the question of a stay (which hearing may consist solely of affidavits and oral arguments).

C. (a) If in a proceeding to review disciplinary action taken by a registered securities depository against a participant the appropriate regulatory agency, after notice and opportunity for hearing and upon consideration of the record before the securities depository and such other evidence as it may deem relevant

(1) finds that such participant has engaged in such acts or practices, or has omitted such act, as the securities depository has found him to have engaged in or omitted, and

(2) determines that such acts or practices, or omission to act, are in violation of such rules of the securities depository as have been designated in the determination of the securities depository,

it shall by order dismiss the proceedings, unless it appears to such agency that such action should be modified in accordance with paragraph (b) of this subsection. If it appears to such agency that the evidence does not warrant the finding required in clause (1) of this paragraph, or if such agency determines that such acts or practices as are found to have been engaged in are not prohibited by the designated rule or rules of the securities depository or that such act as is found to have been omitted is not required by such designated rule or rules, such agency shall by order set aside the action of the securities depository.

(b) If after appropriate notice and opportunity for hearing the appropriate regulatory agency finds that any penalty imposed upon a participant is excessive or oppressive, in each case having due regard to the public interest, such agency shall by order cancel, reduce or require the remission of such penalty.

(c) If in any proceeding to review the denial of participation in a registered securities depository the appropriate regulatory agency, after appropriate notice and opportunity for hearing and upon consideration of the record before the securities depository and such other evidence as it may deem relevant, determines that the specific grounds on which such denial or bar is based exist in fact and are valid under this Act, it shall by order dismiss the proceeding. Otherwise, the appropriate regulatory agency shall by order set aside the action of the securities depository and require it to admit the applicant to participation therein.

D. The appropriate regulatory agency is authorized, if such action appears to be necessary or appropriate in the public interest or for the protection of investors or to carry out the purposes of this Act

(a) after appropriate notice and opportunity for hearing, by order, to suspend for a period not exceeding twelve months or revoke the registration of a registered securities depository, or place limitations

upon the activities, operations or policies of such securities depository if the appropriate regulatory agency finds that such securities depository has violated any provision of this Act, or any rule or regulation thereunder, or has failed to enforce compliance with its own rules, or has engaged in any other activity tending to defeat the purposes of this Act;

(b) after appropriate notice and opportunity for hearing, by order, to suspend for a period not exceeding twelve months or expel from a registered securities depository any participant therein if the appropriate regulatory agency finds that such participant has violated any provision of this Act or any rule or regulation thereunder or any rule of the securities depository; and

(c) after appropriate notice and opportunity for hearing, by order, to remove from office any officer or director of a registered securities depository who, the appropriate regulatory agency finds, has willfully failed to enforce the rules of the securities depository, or has willfully abused his authority.

E. If a proceeding under subsection 4D(a) of this Act results in the suspension or revocation of the registration of a securities depository, the appropriate regulatory agency may, upon notice to such securities depository, apply to any court of competent jurisdiction specified in section 27 or 21(e) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) for the appointment of a trustee or may avail itself of any other procedures available under relevant laws. In such event, the court may, to the extent it deems necessary or appropriate, take exclusive jurisdiction of the securities depository involved, and the books, records, and assets thereof, wherever located; and the court shall appoint the appropriate regulatory agency or its designee as the trustee who, with the approval of the court, shall have the power to take possession and to continue to operate or to terminate the facilities of such securities depository in an orderly manner, for the protection of participants and public investors, subject to such terms and conditions as the court may prescribe.

F. The Commission and the Board shall consult and cooperate with each other and shall advise one another promptly of the pendency or determination of any proceedings, of the promulgation of any rules, and of the entry of any order relating to a securities depository, participant, class of securities depositories or class of participants. At least fifteen days prior to the issuance for public comment or adoption of any proposed rule or regulation regarding securities depositories pursuant to this Act, the agency contemplating issuance or adoption of any such rule or regulation shall first consult with and request the views of the other agency so that rules and regulations applicable to securities depositories may be in accord with both sound banking practices and a sound system for prompt and accurate processing and settlement of securities transactions. Nothing in this Act shall impair the authority of any State banking authority or other State or Federal regulatory authority having jurisdiction over a person registered as a securities depository from making or enforcing rules governing such person which are not inconsistent with this Act or any rules or regulations promulgated hereunder.

SECTION 5.

COURT REVIEW OF ORDERS

A. Any person aggrieved by an order issued by the Commission or the Board in a proceeding under this Act to which such person is a party may obtain a review of such order in the Court of Appeals of the United States, within any circuit wherein such person resides or has his principal place of business, or in the United States Court of Appeals for the District of Columbia, by filing in such court, within sixty days after the entry of such order, a written petition praying that the order of the Commission or the Board, as the case may be, be modified or set aside in whole or in part. A copy of such petition shall be forthwith transmitted by the clerk of the court to any member of the Commission or the Board, as appropriate, and thereupon the Commission or the Board, as appropriate, shall file in the court the record upon which the order complained of was entered, as provided in section 2112 of title 28, United States Code. Upon the filing of