June 21, 2007
Zions First National Bank (“Zions”) submits the following comments relating to the rule changes proposed by DTC:
1. Zions agrees that the previous and anticipated growth of the FAST system requires additional controls and surveillance. However, any additional controls or requirements that may be placed on transfer agents should be coordinated with similar measures that have already been adopted by other Self Regulatory Organizations such as the New York Stock Exchange. The NYSE presently requires external audits that are in some respects similar to what is included in DTC’s proposal. However, we have discussed the proposal with our outside accountants and believe the requirements as drafted will be expensive to obtain. Smaller transfer agents may not have the resources needed to provide the type of outside accountant reports that are described. (Section 11)
2. There should be standardized provisions for eliminating the insurance requirements. To use Zions as an example, the stock transfer business is a very small portion of a large organization. Zions obtains insurance based on its overall size and needs and has negotiated deductibles that are much higher than the proposal. The deductibles that Zions maintains are appropriate based on its ability to sustain costs due to the higher deductibles. The proposal should provide a standard, that if met, the insurance requirements will be waived. DTC should not “have sole discretion as to whether or not to grant any such waiver”. (Section 6b.)