tive investment fund may be charged against the income account of the fund and paid to servicing agents, including the bank administering the fund.

(11) (1) A bank may (but shall not be required to) transfer up to 5 percent of the net income derived by a collective investment fund from mortgages held by such fund during any regular accounting period to a reserve account: Provided, That no such transfers shall be made which would cause the amount in such account to exceed 1 percent of the outstanding principal amount of all mortgages held in the fund. The amount of such reserve account, if established, shall be deducted from the assets of the fund in determining the fair market value of the fund for the purposes of admissions and withdrawals.

(ii) At the end of each accounting period, all interest payments which are due but unpaid with respect to mortgages in the fund shall be charged against such reserve account to the extent available and credited to income distributed to participants. In the event of subsequent recovery of such interest payments by the fund, the reserve account shall be credited with the amount so recovered.

(12) A national bank administering a collective investment fund shall have the exclusive management thereof. The bank may charge a fee for the management of the collective investment fund: Provided, That the fractional part of such fee proportionate to the interest of each participant shall not, when added to any other compensations charged by a bank to a participant, exceed the total amount of compensations which would have been charged to said participant if no assets of said participant had been invested in participations in the fund. The bank shall absorb the costs of establishing or reorganizing a collective investment fund.

(13) No bank administering a collective investment fund shall issue any certificate or other document evidencing a direct or indirect interest in such fund in any form.

(14) No mistake made in good faith and in the exercise of due care in connection with the administration of a collective investment fund shall be deemed to be a violation of this part if promptly after the discovery of the mistake the bank takes whatever action may be prac

ticable in the circumstances to remedy the mistake.

(c) In addition to the investments permitted under paragraph (a) of this section, funds or other property received or held by a national bank as fiduciary may be invested collectively, to the extent not prohibited by local law, as follows:

(1) In shares of a mutual trust investment company, organized and operated pursuant to a statute that specifically authorizes the organization of such companies exclusively for the investment of funds held by corporate fiduciaries, commonly referred to as a "bank fiduciary fund."

(2) (i) In a single real estate loan, a direct obligation of the United States, or an obligation fully guaranteed by the United States, or in a single fixed amount security, obligation or other property, either real, personal or mixed, of a single issuer; or

(ii) On a short-term basis in a variable amount note of a borrower of prime credit: Provided, That such note shall be maintained by the bank on its premises and may be utilized by it only for investment of moneys held in its trust department accounts: Provided further, That the bank owns no participation in the loans or obligations authorized under paragraphs (c) (2) (i) or (ii) hereof, and has no interest in any investment therein except in its capacity as fiduciary.

(3) In a common trust fund maintained by the bank for the collective investment of cash balances received or held by a bank in its capacity as trustee, executor, administrator, or guardian, which the bank considers to be individually too small to be invested separately to advantage. The total investment for such fund must not exceed $100,000; the number of participating accounts is limited to 100, and no participating account may have an interest in the fund in excess of $10,000: Provided, That in applying these limitations if two or more accounts are created by the same person or persons and as much as one-half of the income or principal of each account is presently payable or applicable to the use of the same person or persons, such account shall be considered as one: And provided, That no fund shall be established or operated under this subparagraph for the purpose of avoiding the provisions of paragraph (b) of this section.

90-051-77-16

(4) In any investment specifically authorized by court order, or authorized by the instrument creating the fiduciary relationship, in the case of trusts created by a corporation, its subsidiaries and affiliates or by several individual settlors who are closely related: Provided, That such investment is not made under this subparagraph for the purpose of avoiding the provisions of paragraph (b) of this section.

(5) In such other manner as shall be approved in writing by the Comptroller of the Currency.

[37 FR 24161, Nov. 15, 1972, as amended at 40 FR 18771, Apr. 30, 1975; 40 FR 20612, May 12, 1975; 41 FR 26679, June 29, 1976; 41 FR 47938, Nov. 1, 1976]

§ 9.20

Registration of national bank transfer agents.

(a) An application for registration, pursuant to section 17A (c) of the Securities Exchange Act of 1934, as amended (the "Act"), of a transfer agent for which the Comptroller is the appropriate regulatory agency, as defined in section 3(a) (34) (B) of the Act, shall be filed with the Comptroller on Form TA-1, in accordance with the instructions contained therein and shall become effective on the thirtieth day following the date on which the application is filed, unless the Comptroller takes affirmative action to accelerate, deny or postpone such registration in accordance with the provisions of section 17A (c) of the Act.

(b) The filing of any amendment to an application for registration as a transfer agent pursuant to paragraph (a) of this section, which registration has not become effective, shall postpone the effective date of the registration until the thirtieth day following the date on which the amendment is filed, unless the Comptroller takes affirmative action to accelerate, deny or postpone the registration in accordance with the provisions of section 17A (c) of the Act.

(c) Within twenty-one calendar days following the date on which any information reported at items 1-6 of Form TA-1 becomes inaccurate, misleading or incomplete, the registrant shall file an amendment on Form TA-1 correcting the inaccurate, misleading or incomplete

information. Within thirty calendar days following the close of any calendar year (beginning with the period from the date as of which registrant's application is prepared to December 31, 1976) during which the information required by item 7 of Form TA-1 becomes inaccurate, misleading or incomplete, the registrant shall file an amendment on Form TA-1 correcting the inaccurate, misleading or incomplete information.

(d) Every registration and amendment filed pursuant to this section shall constitute a "report" or "application" within the meaning of sections 17, 17A (c) and 32(a) of the Act.

(e) Notwithstanding the provisions of paragraphs (a) and (b) of this section, if any application for registration, pursuant to section 17A(c) of the Act, is filed on or before November 17, 1975, the registration shall become effective on December 1, 1975, unless the Comptroller takes affirmative action to deny or postpone the registration in accordance with the provisions of section 17A (c) of the Act. Any amendments to an application for registration, which application has been filed on or before November 17, 1975, shall not operate to postpone the effective date of such registration as provided for in this paragraph (e).

The text of Form TA-1 is set forth below.

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 by transfer agents 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. As used hereinafter, the term "Form TA-1" includes the form and any required schedules and attachments thereto.

2. Transfer agents should register 89 folllows:

A. 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 registers with the Comptroller of the Currency.

B. A State member bank of the Federal Reserve System or a subsidiary of any such

bank or 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) registers with the Board of Governors of the Federal Reserve System. C. 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 subsidiary thereof registers with the Federal Deposit Insurance Corporation.

D. All other transfer agents register with the Securities and Exchange Commission.

3. Transfer agents are required to file six completed copies of Form TA-1 with the appropriate regulatory agency, as described in instruction 2 immediately above, in accordance with the following instructions:

A. For transfer agents registering with the Comptroller of the Currency, six copies of Form TA-1 are to be filed with the Office of the Comptroller of the Currency, Administrator of National Banks, Washington, D.C. 20219.

B. For transfer agents registering with the Board of Governors of the Federal Reserve System, four copies of Form TA-1 are to be filed with the Board of Governors of the Federal Reserve System, Washington, D.C. 20551, and two copies of Form TA-1 are to be filed with the Federal Reserve Bank of the District in which registrants' principal banking operations are conducted.

C. For transfer agents registering with the Federal Deposit Insurance Corporation, six copies of Form TA-1 are to be filed with the Federal Deposit Insurance Corporation, Washington, D.C. 20429.

D. For transfer agents registering with the Securities and Exchange Commission, six copies of Form TA-1 are to be filed with the Securities and Exchange Commission, Washington, D.C. 20549.

An exact copy of Form TA-1 should be retained for your records.

4. The date on which a Form TA-1 is received by the appropriate regulatory agency shall be the date of filing thereof if all the requirements with respect to filing have been complied with. 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 constitute any finding that it has been filed as required or that the information submitted is true, current, or complete.

5. Copies of Form TA-1 and Schedules A and B may be duplicated and are acceptable for filing provided an original, manual signature is affixed to the execution section of each copy. Except as set forth in instruction 20, Form TA-1 and Schedules A and B may be duplicated by any method producing legible copies, of type size identical to that in the Form, on good quality, unglazed, white paper, 81⁄2 x 11 inches in size.

6. 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 other than by a corporation, it shall be signed by a duly authorized principal of the organization filing the Form. As used in this Form, principal officer means the chairman of the board of directors, vice chairman of the board of directors, chairman of the executive committee, president, vice president, treasurer, secretary, comptroller, or any other person performing a similar function.

7. 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.

8. 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.

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

10. The information contained in Form TA-1 shall be amended upon the happening of certain events (see instruction 15 relating to amendments to Form TA-1).

11. Section 17(c)(1) of the Act, among other things, requires every transfer agent who files a registration form or amendment 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 registration form or amendment with the Securities and Exchange Commission. The Securities and Exchange Commission and the federal bank regulatory agencies have developed procedures pursuant 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 Securities and Exchange Commission is not the appropriate regulatory agency will constitute filings with the Securities and Exchange Commission for purposes of section 17(c) (1) of the Act.

12. The term "transfer agent" is defined in section 3(a) (25) of the Act to mean any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (i) countersigning such securities with a view to preventing unauthorcurities upon issuance, (ii) monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar, (iii) registering the transfer of such securities, (iv) exchanging or converting such securities, or (v) transferring record ownership of securities by bookkeeping entry

without physical issuance of securities certificates. The term "transfer agent" does not include any insurance company or separate account which performs such functions solely with respect to variable annuity contracts or variable life policies which it issues or any registered clearing agency which performs such functions solely with respect to options contracts which it issues.

13. In response to any item (except item 7(a)) of Form TA-1 which requires information about "transfer agent activities," "transfer agent functions," "transfer agent operations," "securities" or "issues," the response should encompass all securities (e.g., municipal securities, debt securities, preferred stock, common stock) for which registrant acts as transfer agent, as defined in section 3(a) (25) of the Act. The response should not be limited to securities 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 section 12 of the Act. (See instruction 19 in responding to item 7 of Form TA-1.)

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

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

or

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

15. Within twenty-one calendar days following the date on which information reported at items 1-6 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 (beginning with the period from the date as of which registrant's application is prepared to December 31, 1976), during which the information required by item 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. The information reported at items 8-12 of Form TA-1 need not be amended after registration has become effective.

16. If an item is amended, the registrant must answer all other items on the page on which the amended item appears and must file six copies of the new page, each with an updated and properly completed execution page. Unless a schedule or an attachment is being amended, it is not necessary to file a new schedule or attachment pertaining to an unamended item on a page which is filed because such page contains an amended item. IV. Instructions as to SPECIFIC ITEMS on Form TA-1.

17. 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.

18. Item 2(a).-Include a street address; a post office box number alone is not acceptable.

19. Item 7(a).—At the option of registrant, the response to this item may be limited to "issues" or "securities" 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 section 12 of the Act. V. Instruction Relating to Schedule B of Form TA-1

20. Six copies of a facsimile of a computer run providing the information called for by Schedule B may be attached if the facsimile is in the format called for by Schedule B, the type size is legible, and the facsimile is reduced to 81⁄2 x 11 inches in size.

21. Schedule B shall be amended by filing six copies showing all additions and deletions and so designating them. Each copy shall be filed with an updated and properly completed execution page. Any change in the capacity in which the registrant acts for an issue shall be shown both as a deletion of all capacities previously set forth for the issue and as an addition showing the corrected capacity or capacities in which the registrant acts for the issue.

VI. Notice.

22. Under sections 17, 17A(c), and 23(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission ("the appropriate regulatory agency") are authorized to solicit the information required to be supplied by this Form from applicants for registration as a transfer agent. Disclosure to the appropriate regulatory agency of the information requested in Form TA-1 (except for the disclosure by an individual registrant of his social security number as an IRS Employee Identification Number, which is voluntary) is a prerequisite to the processing of applications for registration as a transfer agent. The information will be used for the principal purpose of determining whether the appropriate regulatory agency should allow an application for registration to become effective or should deny, accelerate or postpone registration to an applicant. Social security numbers, if furnished, will be used only to assist the appropriate regulatory agency in identifying applicants and, therefore, in promptly processing applications. Information supplied on this Form will be included routinely in the public files of the appropriate regulatory agency and will be available for inspection by any interested person.