TA-1/A : Filer Information
Submission Contact Information
The registrant may provide a single e-mail address for contact purposes.
1(f)(i). Contact Name: | |
1(f)(ii). Contact Phone Number: | |
1(f)(iii). Contact E-Mail Address: | |
Notification Information
The registrant may provide additional e-mail addresses for those persons the filer would like to receive notification e-mails regarding the filing.
1(g). Notification E-mail Address: | |
TA-1/A : Registrant Information
2. Appropriate regulatory agency (check one): | Securities and Exchange Commission Federal Deposit Insurance Corporation Comptroller of the Currency |
3(a). Full Name of Registrant: | MUFG Investor Services (US) LLC |
3(a)(i). Previous name, if being amended: | MUFG Investor Services (US), LLC |
3(b). Financial Industry Number (FINS) number: | 269647 |
3(c). Address of principal office where transfer agent activities are, or will be, performed:
3(c)(i). Address 1 | 805 King Farm Blvd. |
3(c)(ii). Address 2 | Suite 600 |
3(c)(iii). City | Rockville |
3(c)(iv). State or Country | MARYLAND |
3(c)(v). Postal Code | 20850 |
3(d). Is Mailing address different from response to Question 3c? If "yes" provide address(es): | Yes No |
3(e). Telephone Number (Include Area Code) | 240-614-4800 |
4. Does Registrant conduct, or will it conduct, transfer agent activities at any location other than that given in Questions 3(c) above? If "Yes" provide address (es): | Yes No |
5. Does registrant act, or will it act, as a transfer agent solely for its own securities, and/or securities of an affiliate(s)? | Yes No |
6. Has registrant, as a named transfer agent, engaged, or will it engage, a service company to perform any transfer agent functions? | Yes No |
7. Has registrant been engaged, or will it be engaged as a service company by a named transfer agent to perform transfer agent functions? | Yes No |
If "Yes" provide the name(s) and File Number(s) of the named transfer agent(s) for which the registrant has been engaged, or will be engaged, as a service company to perform transfer agent functions:
Engaged transfer agent company information Related to item 7 Record: 1
7(a). Name | Gemini Fund Services |
7(b). File Number | |
7(c)(i). Address 1 | 4020 S 147th Street |
7(c)(ii). Address 2 | |
7(c)(iii). City | Omaha |
7(c)(iv). State or Country | NEBRASKA |
7(c)(v). Postal Code | 68137 |
TA-1/A : Independent, Non-Issuer Registrant Information
Completion of Question 8 on this form is required by all independent, non-issuer registrants whose appropriate regulatory authority is the Securities and Exchange Commission. Those registrants who are not required to complete Question 8 should select "Not Applicable".
8. Is registrant a: | Other | Limited Liability Company |
Section for Initial Registration and for Amendments Reporting Additional Persons.
Proprietor or other entity information Related to item 8 Record: 1
8(a)(i). Full Name | MUFG Fund Services (USA) LLC |
8(a)(ii). Relationship Start Date | 07/01/2017 |
8(a)(iii). Title or Status | Sole Owner |
8(a)(iv). Description of Authority | 100% ownership of MUFG Investor Services |
8(a)(v). Relationship End Date | |
9. Does any person or entity not named in the answer to Question 8:
9(a). directly or indirectly, through agreement or otherwise exercise or have the power to exercise control over the management or policies of applicant, or;…. | Yes No |
Entity information Related to item 9(a) Record: 1
9(a)(i). Exact name of each person or entity: | Nikolaos Bonos |
9(a)(ii). Description of the Agreement or other basis: | Managing Director/Board Manager of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 2
9(a)(i). Exact name of each person or entity: | Toshihiro Abe |
9(a)(ii). Description of the Agreement or other basis: | Managing Director/Board Manager of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 3
9(a)(i). Exact name of each person or entity: | Nicholas Sgammato |
9(a)(ii). Description of the Agreement or other basis: | Managing Director/Chief Compliance Officer of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 4
9(a)(i). Exact name of each person or entity: | James Fisher |
9(a)(ii). Description of the Agreement or other basis: | Managing Director/Chief Risk Officer of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 5
9(a)(i). Exact name of each person or entity: | Michael Rucci |
9(a)(ii). Description of the Agreement or other basis: | Board Manager and CEO/President of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 6
9(a)(i). Exact name of each person or entity: | Hiroshi Nakazawa |
9(a)(ii). Description of the Agreement or other basis: | Board Manager of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 7
9(a)(i). Exact name of each person or entity: | Joseph Arruda |
9(a)(ii). Description of the Agreement or other basis: | Managing Director of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 8
9(a)(i). Exact name of each person or entity: | Kazuhide Aisa |
9(a)(ii). Description of the Agreement or other basis: | Board Manager of MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 9
9(a)(i). Exact name of each person or entity: | MUFG Americas Holding Corporation |
9(a)(ii). Description of the Agreement or other basis: | 100% ownership stake in MUFG Fund Services (USA) LLC |
Entity information Related to item 9(a) Record: 10
9(a)(i). Exact name of each person or entity: | MUFG Bank, Ltd. |
9(a)(ii). Description of the Agreement or other basis: | 95.11% ownership stake in MUFG Americas Holding Corporation |
Entity information Related to item 9(a) Record: 11
9(a)(i). Exact name of each person or entity: | Mitsubishi UFJ Trust & Banking Corporation |
9(a)(ii). Description of the Agreement or other basis: | Provides strategic planning for the Global MUFG Investor Services Division, including MUFG Investor Services (US) LLC |
Entity information Related to item 9(a) Record: 12
9(a)(i). Exact name of each person or entity: | Mitsubishi UFJ Financial Group, Inc. |
9(a)(ii). Description of the Agreement or other basis: | 100% ownership stake in MUFG Bank, Ltd. and Mitsubishi UFJ Trust & Banking Corporation; 4.89% ownership stake in MUFG Americas Holding Corporation |
9(b). wholly or partially finance the business of the applicant, directly or indirectly, in any manner other than by a public offering of securities made pursuant to the Securities Act of 1933 or by credit extended in the ordinary course of business by suppliers, banks and others?….. | Yes No |
TA-1/A : 10. Applicant and Control Affiliate Disciplinary History
The following definitions apply for purposes of answering this Question 10
Control Affiliate | - An individual or firm that directly or indirectly controls, is under common control with, or is controlled by applicant. Included are any employees identified in 8(a), 8(b), 8(c) of this form as exercising control. Excluded are any employees who perform solely clerical, administrative support of similar functions, or who, regardless of title, perform no executive duties or have no senior policy making authority. |
Investment or investment related | - Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker dealer, investment company, investment adviser, futures sponsor, bank, or savings and loan association). |
Involved | - Doing an act of aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. |
10(a). In the past ten years has the applicant or a control affiliate been convicted of or plead guilty or nolo contendere ("no contest") to:
10(a)(1). a felony or misdemeanor involving: investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, or bribery, forgery, counterfeiting, or extortion? | Yes No |
10(a)(2). any other felony? | Yes No |
10(b). Has any court in the past ten years: |
10(b)(1). enjoined the applicant or a control affiliate in connection with any investment-related activity? | Yes No |
10(b)(2). found that the applicant or control affiliate was involved in a violation of investment-related statutes or regulations? | Yes No |
10 (c). Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever: |
10(c)(1). found the applicant or control affiliate to have made a false statement or omission? | Yes No |
10(c)(2). found the applicant or control affiliate to have been involved in a violation of its regulation or statutes? | Yes No |
Entity information Related to item 10(c)(2) Record: 1
10(c)(2)(i). The individuals named in the Action | MUFG Securities Americas Inc. f.k.a. Mitsubishi UFJ Securities (USA) Inc. |
10(c)(2)(ii). Title of Action | Docket/Case Number 3-17094 |
10(c)(2)(iii). Date of Action | 02/02/2016 |
10(c)(2)(iv). The Court or body taking the Action and its location | US Securities & Exchange Commission |
10(c)(2)(v). Description of the Action | SEC alleged that MUS(USA) willfully violated Section 17(A)(2) of the Securities Act in connection with its underwriting of certain municipal securities offerings. |
10(c)(2)(vi). The disposition of the proceeding | Without admitting or denying the findings, MUS(USA) consented to (1) cease and desist from further violations; (2) pay a civil monetary penalty of $20,000. |
10(c)(3). found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted? | Yes No |
10(c)(4). entered an order denying, suspending or revoking the applicant’s or control affiliate’s registration or otherwise disciplined it by restricting its activities? | Yes No |
10(d). Has any other Federal regulatory agency or any state regulatory agency : |
10(d)(1). ever found the applicant or control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical? | Yes No |
10(d)(2). ever found the applicant or control affiliate to have been involved in a violation of investment-related regulations or statutes? | Yes No |
Entity information Related to item 10(d)(2) Record: 1
10(d)(2)(i). The individuals named in the Action | MUFG Securities Americas Inc. f.k.a. Mitsubishi UFJ Securities (USA) Inc. |
10(d)(2)(ii). Title of Action | Docket/Case Number 13-011 |
10(d)(2)(iii). Date of Action | 03/21/2013 |
10(d)(2)(iv). The Court or body taking the Action and its location | Ohio Division of Securities |
10(d)(2)(v). Description of the Action | Ohio Division of Securities alleged that MUS(USA), prior to June 20, 2011, had been operating as a securities dealer in the state of Ohio without an Ohio dealer's license. |
10(d)(2)(vi). The disposition of the proceeding | MUS(USA) consented to cease and desist from further violations, and also agreed to disgorge the commissions and markups for all transactions made during the period. |
Entity information Related to item 10(d)(2) Record: 2
10(d)(2)(i). The individuals named in the Action | MUFG Bank, Ltd. NY Branch f.k.a. Bank of Tokyo-Mitsubishi UFJ, Ltd. NY Branch |
10(d)(2)(ii). Title of Action | Consent Order under New York Banking Law 39 and 44 |
10(d)(2)(iii). Date of Action | 11/18/2014 |
10(d)(2)(iv). The Court or body taking the Action and its location | New York State Department of Financial Services |
10(d)(2)(v). Description of the Action | NYDFS alleged that MUFG Bank misled NYDFS in reaching settlement terms of prior 2013 consent order. MUFG Bank also allegedly failed to maintain accurate books at its NY Branch. |
10(d)(2)(vi). The disposition of the proceeding | MUFG Bank consented to pay civil monetary penalty of $315 million. NYDFS investigation led to resignation from MUFG Bank of the NY Branch Compliance Manager. |
Entity information Related to item 10(d)(2) Record: 3
10(d)(2)(i). The individuals named in the Action | MUFG Bank, Ltd. NY Branch f.k.a. Bank of Tokyo-Mitsubishi UFJ, Ltd. NY Branch |
10(d)(2)(ii). Title of Action | Consent Order under New York Banking Law 44 |
10(d)(2)(iii). Date of Action | 06/19/2013 |
10(d)(2)(iv). The Court or body taking the Action and its location | New York State Department of Financial Services |
10(d)(2)(v). Description of the Action | NYDFS alleged that MUFG Bank moved billions of dollars through NY for state and privately owned entities in Iran; that MUFG Bank employees removed information from wire transfer messages that identified involvement of sanctioned parties; and that MUFG Bank had cleared approx. 28,000 payments through NY totaling close to $100 billion involving Iran, Sudan, Myanmar, and certain entities on OFAC's Specially Designated Nationals list. |
10(d)(2)(vi). The disposition of the proceeding | MUFG Bank consented to pay a civil monetary penalty of $250 million. MUFG Bank also consented to hire an independent consultant, who will review its Compliance Program. |
Entity information Related to item 10(d)(2) Record: 4
10(d)(2)(i). The individuals named in the Action | MUFG Bank, Ltd. f.k.a. Bank of Tokyo-Mitsubishi UFJ, Ltd. |
10(d)(2)(ii). Title of Action | Enforcement Action for 12/12/2012 |
10(d)(2)(iii). Date of Action | 12/12/2012 |
10(d)(2)(iv). The Court or body taking the Action and its location | Office of Foreign Asset Control |
10(d)(2)(v). Description of the Action | OFAC alleged that MUFG Bank violated the Burmese Sanctions Regulations, 31 CFR part 537; the Iranian Transactions Regulations, 31 CFR part 560; Executive Order 13382, etc. |
10(d)(2)(vi). The disposition of the proceeding | MUFG Bank has consented to pay a civil monetary penalty of $8,571,634. MUFG Bank has consented to undertake significant remediation to improve its OFAC compliance policies and procedures. |
10(d)(3). ever found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business Denied, suspended, revoked or restricted? | Yes No |
10(d)(4). in the past ten years entered an order against the applicant or control affiliate in connection with investment-related activity? | Yes No |
10(d)(5). ever denied, suspended, or revoked applicant’s or control affiliate’s registration or license, or prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities? | Yes No |
10(d)(6). ever revoked or suspended the applicant’s or a control affiliate’s license as an attorney or accountant? | Yes No |
10(e). Has any self-regulatory organization or commodities exchange ever:
10(e)(1). found the applicant or a control affiliate to have made a false statement or omission? | Yes No |
10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules? | Yes No |
Entity information Related to item 10(e)(2) Record: 1
10(e)(2)(i). The individuals named in the Action | MUFG Securities Americas Inc. f.k.a. Mitsubishi UFJ Securities (USA) Inc. |
10(e)(2)(ii). Title of Action | Docket/Case Number 2007008490201 |
10(e)(2)(iii). Date of Action | 03/04/2009 |
10(e)(2)(iv). The Court or body taking the Action and its location | Financial Industry Regulatory Authority, Inc. |
10(e)(2)(v). Description of the Action | NASD Rules 1021, 2110: MUS(USA) permitted an employee to perform certain functions requiring principal registration while he was not registered with FINRA in that capacity. |
10(e)(2)(vi). The disposition of the proceeding | Without admitting or denying the findings, MUS(USA) consented to the described sanctions and to entry of findings; therefore, the firm is censured and fined $15,000. |
Entity information Related to item 10(e)(2) Record: 2
10(e)(2)(i). The individuals named in the Action | UnionBanc Investment Services LLC |
10(e)(2)(ii). Title of Action | Docket/Case Number 2011027734901 |
10(e)(2)(iii). Date of Action | 12/23/2013 |
10(e)(2)(iv). The Court or body taking the Action and its location | Financial Industry Regulatory Authority, Inc. |
10(e)(2)(v). Description of the Action | FINRA Rule 2010 - UnionBanc Investment Services LLC purchased/sold agency securities for its own account to/from customers. |
10(e)(2)(vi). The disposition of the proceeding | Without admitting or denying the findings, MUS(USA) consented to the described sanctions and to entry of findings; therefore, the firm is censured and fined. |
10(e)(3). found the applicant or a control affiliate to have been the cause of an investment-related business losing its authorization to do business? | Yes No |
10(e)(4). disciplined the applicant or a control affiliate by expelling or suspending it from membership, by barring or suspending its association with other members, or by otherwise restricting its activities? | Yes No |
10(f). Has any foreign government, court, regulatory agency or exchange ever entered an order against the applicant or a control affiliate related to investments or fraud? | Yes No |
Entity information Related to item 10(f) Record: 1
10(f)(i). The individuals named in the Action | MUFG Bank, Ltd. f.k.a. Bank of Tokyo-Mitsubishi UFJ, Ltd. |
10(f)(ii). Title of Action | JFSA Administrative Order |
10(f)(iii). Date of Action | 11/13/2009 |
10(f)(iv). The Court or body taking the Action and its location | Japan Financial Services Agency |
10(f)(v). Description of the Action | An administrative order was issued for business improvement and partial business suspension in respect to compliance management issues at certain MUFG Bank locations. |
10(f)(vi). The disposition of the proceeding | An administrative order was issued for business improvement and partial business suspension in respect to compliance management issues at certain MUFG Bank locations. |
Entity information Related to item 10(f) Record: 2
10(f)(i). The individuals named in the Action | MUFG Bank, Ltd. f.k.a. Bank of Tokyo-Mitsubishi UFJ, Ltd. |
10(f)(ii). Title of Action | JFSA Administrative Order |
10(f)(iii). Date of Action | 09/11/2009 |
10(f)(iv). The Court or body taking the Action and its location | Japan Financial Services Agency |
10(f)(v). Description of the Action | An administrative order was issued for business improvement with respect to MUFG Bank's overseas business and domestic investment operations. |
10(f)(vi). The disposition of the proceeding | An administrative order was issued for business improvement with respect to MUFG Bank's overseas business and domestic investment operations. |
10(g). Is the applicant or a control affiliate now the subject of a proceeding that could result in a yes answer for questions 10(a) – 10(f) ? | Yes No |
10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate? | Yes No |
10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it? | Yes No |
TA-1/A : Signature
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)
SIGNATURE: The registrant submitting this form, and as required, the SEC supplement and Schedules A-D, And the executing official hereby represent that all the information contained herein is true, correct and complete.
11(a). Signature of Official responsible for Form: | Nicholas Sgammato |
11(b). Telephone Number: | 212-899-2785 |
11(c). Title of Signing Officer: | Chief Compliance Officer |
11(d). Date Signed (Month/Day/Year): | 11/21/2018 |