You may not send a completed printout of this form to the SEC to satisfy a filing obligation. You can only satisfy an SEC filing obligation by

 submitting the information required by this form to the SEC in electronic format online at https://www.onlineforms.edgarfiling.sec.gov.

L

OMB Approval

File Number: 

-

For the reporting UNITED STATES

period SECURITIES AND 

ended December EXCHANGE 

31, COMMISSION

Washington, D.C. 20549

OMB Number: 3235-0337 

Expires:February 28, 2022

Estimated average 

burden hours per response 

6.00 Estimated average burden 

hours per 

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FORM TA-2

FORM FOR REPORTING ACTIVITIES OF TRANSFER AGENTS

REGISTERED PURSUANT TO SECTION 17A OF THE

SECURITIES EXCHANGE ACT OF 1934

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF ATTENTION:FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

FForm Version: 1.0.0 Check to show blank form for printing 

1(a).Filer CIK: 1(b).Filer CCC:

1(c). Live/Test Live Test Filing?

1(d). Return Copy Yes

1(e). Is this filing an amendment to a Yes previous filing?

The registrant may provide a single e-mail address for contact purposes.

1(f)(i). Contact Name: 1(f)(ii). Contact Phone 1(f)(iii). Contact E-mail 

Number: Address:

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:

SEC 2113 (8-12) 

Persons who respond to the collection of information contained in this form 

are not required to respond unless the form displays a currently valid OMB control 

number. 
1(h).Full Name of Registrant as stated in Question 3 of Form TA-1:

 

2(a). During the reporting period, has the Registrant engaged a service company 

to perform any of its transfer agent functions? 

All Some None

2(b). If the answer to subsection (a) is all or some, provide the name(s) and 

transfer agent file number(s) of all service company(ies) engaged:

 

Name of Transfer Agent(s): File Number:

 

 

 

 

 - 

 - 

 - 

 - 

- 

2(c). During the reporting period, has the Registrant been engaged as a service 

company by a named transfer agent to perform transfer agent functions?

 Yes No

2(d). If the answer to subsection (c) is yes, provide the name(s) and file 

number(s) of the named transfer agent(s) for which the Registrant has been 

engaged as a service company to perform transfer agent functions: 

 

Name of Transfer Agent(s): File Number:

 

 

 

 

 - 

 - 

 - 

 - 

- 

3(a). Registrant's appropriate regulatory agency (ARA):

 

3(b). During the reporting period, has the Registrant amended Form TA-1 within 

60 calendar days following the date on which information reported therein 

became inaccurate, incomplete, or misleading?

Yes, filed amendment(s)

2
 

 

No, failed to file amendment(s)

Not applicable

3(c). If the answer to subsection (b) is no, provide an explanation:

 

If the response to any of questions 4-11 below is none or zero, enter "0."

4(a). Number of items received for transfer during the reporting 

period: 

4(b). Number of individual securityholder accounts for which the 

TA maintained master securityholder files: 

5(a). Total number of individual securityholder accounts, 

including accounts in the Direct Registration System (DRS), 

dividend reinvestment plans and/or direct purchase plans as of 

December 31:

 

5(b). Number of individual securityholder dividend reinvestment 

plan and/or direct purchase plan accounts as of December 31: 

5(c). Number of individual securityholder DRS accounts as of 

December 31: 

5(d). Approximate percentage of individual securityholder accounts from 

subsection (a) in the following categories as of December 31:

5(d)(i) 

Corporate 

Equity 

Securities

5(d)(ii)Corporate 

Debt Securities

5(d)(iii) 

Open-End 

Investment 

Company 

Securities

5(d)(iv) 

Limited 

Partnership 

Securities

5(d)(v) 

Municipal 

Debt 

Securities

5(d)(vi) 

Other 

Securities

 

6. Number of securities issues for which Registrant acted in the following 

capacities, as of December 31:

Corporate 

Securities 

Equity Debt

Open-End 

Investment 

Company 

Securities

Limited 

Partnership 

Securities

Municipal 

Debt 

Securities

Other 

Securities

6(a). Receives items 

for transfer and 

maintains the 

master securityholder 

files:

6(a)(i)

 

6(a)(ii)

 

 

 

6(a)(iii)

 

 

 

6(a)(iv)

 

 

 

6(a)(v)

 

 

 

6(a)(vi)

 

 

 

3
 

 

6(b). Receives items 

for transfer but does 

not maintain the 

master securityholder 

files:

6(b)(i)

 

 

 

6(b)(ii)

 

 

 

6(b)(iii)

 

 

 

6(b)(iv)

 

 

 

6(b)(v)

 

 

 

6(b)(vi)

 

 

 

6(c). Does not receive 

items for transfer but 

maintains the 

master securityholder 

files:

6(c)(i)

 

 

 

6(c)(ii)

 

 

 

6(c)(iii)

 

 

 

6(c)(iv)

 

 

 

6(c)(v)

 

 

 

6(c)(vi)

 

 

 

 

7. Scope of certain additional types of activities performed:

7(a). Number of issues for which dividend reinvestment plan and/or 

direct purchase plan services were provided, as of December 31: 

7(b). Number of issues for which DRS services were provided, as of 

December 31: 

7(c). Dividend disbursement and interest paying agent activities conducted during 

the reporting period:

 7(c)(i). number of issues 

 7(c)(ii). amount (in dollars) 

 

8(a). Number and aggregate market value of securities aged record differences, 

existing for more than 30 days, as of December 31:

 

Prior Transfer 

Agent(s)

(If applicable)

Current

Transfer Agent

 8(a)(i). Number of issues 

 8(a)(ii). Market value (in 

dollars)

 

8(b). Number of quarterly reports regarding buy-ins filed by the 

registrant with its ARA (including the SEC) during the reporting 

period pursuant to Rule 17Ad-11(c)(2) of the Act: 

8(c). During the reporting period, did the Registrant file all quarterly reports 

regarding buy-ins with its ARA (including the SEC) required by Rule 17Ad11(c)(2) of the Act?

 Yes No Not Applicable

8(d). If the answers to subsection (c) is no, provide an explanation for each failure 

4
 

 

to file:

 

9(a). During the reporting period, has the Registrant always been in compliance 

with the turnaround time for routine items as set forth in Rule 17Ad-2 of the Act?

 Yes No Not Applicable

 

If the answer to subsection (a) is no, complete subsections (i) through (ii).

9(a)(i). Provide the number of months during the reporting 

period in which the Registrant was not in compliance with the 

turnaround time for routine items according to Rule 17Ad-2 of 

the Act: 

 

9(a)(ii). Provide the number of written notices Registrant filed 

during the reporting period with the SEC and with its ARA that 

reported its noncompliance with turnaround time for routine 

items according to Rule 17Ad-2 of the Act: 

 

10. Number of open-end investment company securities purchases and 

redemptions (transactions) excluding dividend, interest and distribution postings, 

and address changes processed during the reporting period:

10(a). Total number of transactions processed: 

 

10(b). Number of transactions processed on a date other than 

date of receipt of order (as ofs): 

 

11(a). During the reporting period, provide the date of all database searches 

conducted for lost securityholder accounts listed on the transfer agent's 

master securityholder files, the number of lost securityholder accounts for which 

a database search has been conducted, and the number of lost securityholder 

accounts for which a different address has been obtained as a result of a 

database search:

11(a)(i)

Date of Database 

Search

11(a)(ii) 

Number of Lost 

Securityholder Accounts 

Submitted for Database 

Search

11(a)(iii) 

Addresses Obtained 

from Database Search

 

 

 

 

 

 

 

 

 

 

 

 

5
 

 

 

11(b). Number of lost securityholder accounts that have been 

remitted to states during the reporting period: 

 

SIGNATURE:

The Registrant submitting this Form, and the person signing the 

Form, hereby represent that all the information contained in the 

Form is true, correct, and complete. 

12(a). Signature of Official 

responsible for Form: 12(b). Telephone Number:

12(c). Title of Signing Officer: 12(d).Date Signed (Month/Day/Year):

 

13. Related Documents/Attachments

13(a). File Name:

13(b). Type of 

Attachment:

COVER

CORRESP

GRAPHIC

13(c). Type of 

Attachment 

Additional 

Description:

13(d). Attachment 

Description:

13(e). File: 

 

6
 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549 

Instructions for Use of Form TA-2 

Form for Reporting Transfer Agent Activities 

Pursuant to Section 17A of the Securities Exchange Act of 1934 

ATTENTION: All transfer agents, whether they are registered with the SEC or with 

another regulatory authority, must file an annual report on Form TA-2 in electronic format 

with the SEC. 

Certain sections of the Securities Exchange Act of 1934 applicable to transfer agents are 

referenced below. Transfer agents are urged to review all applicable provisions of the 

Securities Exchange Act of 1934, the Securities Act of 1933, and the Investment Company 

Act of 1940, as well as the applicable rules promulgated by the SEC under those Acts. 

I. General Instructions for Filing and Amending Form TA-2. 

A. Terms and Abbreviations. The following terms and abbreviations are used throughout 

these instructions: 

1. “Act” means the Securities Exchange Act of 1934, 15 U.S.C. 78a et seq. 

2. “Aged record difference,” as defined in Rule 17Ad-11(a)(2), 17 CFR 240.17Ad11(a)(2), means a record difference that has existed for more than 30 calendar 

days. 

3. “ARA,” as defined in Section 3(a)(34)(B) of the Act, 15 U.S.C. 78c(a)(34)(B), 

means the appropriate regulatory agency. 

4. “Direct Registration System” or “DRS” means the system, as administered by The 

Depository Trust Company, that allows investors to hold their securities in 

electronic book-entry form directly on the books of the issuer or its transfer agent. 

7
 

 

5. “Form TA-2” includes the Form TA-2 and any attachments. 

6. “Lost securityholder,” as defined in Rule 17Ad-17, 17 CFR 240.17Ad-17, means 

a securityholder: (i) to whom an item of correspondence that was sent to the 

securityholder at the address contained in the transfer agent.s master 

securityholder file has been returned as undeliverable; provided, however, that if 

such item is re-sent within one month to the lost securityholder, the transfer agent 

may deem the securityholder to be a lost securityholder as of the day the re-sent 

item is returned as undeliverable; and (ii) for whom the transfer agent has not 

received information regarding the securityholder’s new address. 

7. “Named transfer agent,” as defined in Rule 17Ad-9(j), 17 CFR 240.17Ad-9(j), 

means a registered transfer agent that has been engaged by an issuer to perform 

transfer agent functions for an issue of securities but has engaged a service 

company (another registered transfer agent) to perform some or all of those 

functions. 

8. “Record difference” means any of the imbalances described in Rule 17Ad-9(g), 

17 CFR 240.17Ad-9(g). 

 9. “Reporting period” means the calendar year ending December 31 of the year for 

which Form TA-2 is being filed. 

 10. “SEC” or “Commission” means the United States Securities and Exchange 

Commission. 

 11. “Service company,” as defined in Rule 17Ad-9(k), 17 CFR 240.17Ad-9(k), means 

the registered transfer agent engaged by a named transfer agent to perform 

transfer agent functions for that named transfer agent. 

 12. “Transfer agent,”as defined in Section 3(a)(25) of the Act, 15 U.S.C. 78c(a)(25), 

8
 

 

means any person who engages on behalf of an issuer of securities or on behalf of 

itself as an issuer in at least one of the functions enumerated therein. 

 13. “Regulation S-T,” 17 CFR 232, is the SEC’s regulation that sets forth the rules 

related to filing electronic documents in EDGAR. 

 14. “EDGAR,” Electronic Data Gathering, Analysis, and Retrieval, is defined in Rule 

11 of Regulation S-T, 17 CFR 232.11, as the computer system for the receipt, 

acceptance, review, and dissemination of documents submitted in electronic 

format. 

 15. “EDGAR Filer Manual,” as defined in Rule 11 of Regulation S-T, 17 CFR 

232.11, is the manual prepared by the SEC setting out the technical format 

requirements for an electronic submission to EDGAR. 

 16. “EDGARLite” is an EDGAR application described in the EDGAR Filer Manual 

that transfer agents may use to create the electronic Form TA-2 for submission to 

EDGAR. 

B. Who Must File; When to File. 

1. Every transfer agent that is regis tered on December 31 m ust file Form TA-2 i n 

accordance with the instructions contained therein by the following March 31. 

Before an SEC registered transfer agent may file a Form TA-2 on EDGAR it must 

have filed a Form TA-1 or an amended Form TA-1 on EDGAR. SEC transfer 

agents should refer to the instructions to 240 CFR 17Ac2-1 and Form TA-1 for 

more information. 

a. A registered transfer agent that received fewer than 1,000 items for transfer 

during the reporting period and that did not maintain master securityholder 

files for more than 1,000 individual securityholder accounts as of December 31 

9
 

 

of the reporting period is required to complete Questions 1 through 5, 11, and 

the signature section of Form TA-2. 

b. A named transfer agent that engaged a service company to perform all of its 

transfer agent functions during the reporting period is required to complete 

Questions 1 through 3 and the signature section of Form TA-2. 

c. A named transfer agent that engaged a service company to perform some but 

not all of its transfer agent functions during the reporting period must complete 

all of Form TA-2 but should enter zero (0) for those questions that relate to 

functions performed by the service company on behalf of the named transfer 

agent. 

2. The date on which any filing is actually received by the SEC is the transfer 

agent’s filing date provided that the filing complies with all applicable 

requirements. A Form TA-2 or an amended Form TA-2 which is not completed 

properly may be suspended as not acceptable for filing. Acceptance of this Form, 

however, does not mean that the Commission has found that it has been filed as 

required or that the information submitted therein is true, correct or complete. 

C. How to File. Transfer agents file Form TA-2 electronically on EDGAR. Transfer agents 

should refer to the EDGAR Filer Manual, which is available on the SEC's Web site 

www.sec.gov, for the technical instructions for preparing forms using EDGARLiteTM and 

for filing on EDGAR as well as for the computer hardware and software requirements. 

 Transfer agents that are granted a hardship exemption from electronic filing under Rule 

202 of Regulation S-T, 17 CFR 232.202, will be provided with instructions on how and 

where to file a paper Form TA-2. 

 A transfer agent that wishes to include a cover letter or other correspondence may do so 

10
 

 

by including the document as an electronic attachment to the form. 

D. EDGAR Access. Before transfer agents file on EDGAR they must obtain access to 

EDGAR. Transfer agents should refer to the EDGAR Filer Manual, Volume I (General 

Instructions) for information on accessing EDGAR. 

E. Amending Form TA-2. Transfer agents may amend Form TA-2 at any time to correct 

errors in the information reported therein. 

1. A transfer agent may amend Form TA-2 by selecting the submission type 

"Amendment" on Form TA-2. The transfer agent may use a saved electronic version 

of a previously filed Form TA-2 or an amended Form TA-2 as a template for the 

amended filing. For instructions on using a saved form as a template for an amended 

filing transfer agents should refer to the EDGAR Filer Manual. 

2. All fields that are required to be completed on the transfer agent’s Form TA-2 must 

be completed on the amended Form TA-2 with the transfer agent amending only 

those answers for which it needs to correct an error. 

F. Records. Each transfer agent must keep an exact copy of any filing for its records. 

Transfer agents should refer to 17 CFR 240.17Ad-6 and 240.17Ad-7 for information 

regarding the recordkeeping rules for transfer agents. 

G. Execution of Form TA-2 and Amendments Thereto. A duly authorized official or a 

principal of the transfer agent shall execute Form TA-2 by providing an electronic 

signature pursuant to Rule 301, Signatures, of Regulation S-T, 17 CFR 301. The official 

or principal of the transfer agent must provide his or her full name in typed format in the 

signature box of the form and must manually sign a signature page or other document 

authenticating, acknowledging, or otherwise adopting his or her signature that appears in 

typed form within the electronic filing. The signature page or other such document shall 

11
 

 

be signed at or before the time the electronic filing is made, shall be retained by the 

transfer agent for a period of five years, and shall be made available to the Commission 

or its staff upon request. 

II. Special Instructions for Filing Form TA-2. 

A. Electronic Filing. Beginning [insert effective date of the rule], all transfer agent forms 

(Form TA-1, Form TA-2, and Form TA-W) filed with the SEC must be filed 

electronically on EDGAR. Transfer agents that are registered with the SEC must refile 

electronically the information on their Form TA-1, as amended, with the SEC on an 

amended Form TA-1. The SEC will not accept a Form TA-2 from transfer agents that 

are registered with the SEC until such transfer agents have filed an electronic amended 

Form TA-1. 

B. Exemptions from Electronic Filing. The SEC may in limited cases grant an exemption 

from electronic filing where the filer can show that an electronic filing requirement 

creates an unreasonable burden or expense. Transfer agents should refer to Rule 202 of 

Regulation S-T, 17 CFR 232.202, and to the SEC's Web site for information on applying 

for a hardship exemption. 

C. Report of Transfer Agent Activities. Transfer agents must provide full and complete 

responses in the appropriate format. 

1. Information relating to electronic filing. As an EDGAR filer, the transfer agent is 

required to provide the following: 

a. Whether the form is a “live” or “test” filing submission; 

 b. Whether the transfer agent would like a Return Copy of the filing; 

 c. The transfer agent’s CIK; 

 d. The transfer agent’s CCC; 

12
 

 

 e. The contact e-mail address for the transfer agent; and 

f. The notification e-mail address(es) for the transfer agent regarding the status of 

the submission. 

For more information regarding the above requirements see the EDGAR Filer Manual, 

Volume I (General Requirements). A transfer agent that is granted a continuing hardship 

exemption pursuant to Rule 202 of Regulation S-T, 17 CFR 232.202, need only provide 

its CIK. 

2. Indicate the calendar year for which Form TA-2 is filed. A transfer agent registered 

on December 31 shall file Form TA-2 by the following March 31 even if the transfer 

agent conducted business for less than the entire reporting period. 

3. In answering Question 4.a., indicate the number of items received for transfer during 

the reporting period. Omit the purchase and redemption of open-end investment 

company shares. Report those items in response to Question 10. 

4. In answering Questions 5 and 6, include closed-end investment company securities in 

the corporate equity securities category. 

a. In answering Question 5.a., include Direct Registration System, dividend 

reinvestment plan and/or direct purchase plan accounts in the total number of 

individual securityholder accounts maintained. 

b. In answering Question 5.b., include dividend reinvestment plan and/or direct 

purchase plan accounts only. 

c. In answering Question 5.c., include Direct Registration System accounts only. 

d. In answering Question 5.d., include American Depositary Receipts (ADRs) in the 

corporate equity or corporate debt category, as appropriate, and include dividend 

reinvestment plan and/or direct purchase plan accounts in the corporate equity or 

13
 

 

open-end investment company securities category. 

e. In answering Question 6, debt securities are to be counted as one issue per CUSIP 

number. Open-end investment company securities portfolios are to be counted as 

one issue per CUSIP number. 

5. In answering Question 7.c., exclude coupon payments and transfers of record 

ownership as a result of corporate actions. 

6. In answering Question 10, exclude non-value transactions such as name or address 

changes. 

7. In answering Question 11.b., include only those accounts held by securityholders that 

are defined as lost by Rule 17Ad-17, 17 CFR 240.17Ad-17, when the underlying 

securities (i.e., not just dividends and interest) have been remitted to the states. 

III. Notice

SEC’s Collection of Information: An agency may not conduct or sponsor, and a person is not 

required to respond to, a collection of information unless it displays a currently valid control 

number. Under Sections 17, 17A(c) and 23(a) of the Act and the rules and regulations 

thereunder, the SEC is authorized to solicit from registered transfer agents the information 

required to be supplied on Form TA-2. The filing of this Form is mandatory for all registered 

transfer agents. The information will be used for the principal purpose of regulating 

registered transfer agents but may be used for all routine uses of the SEC or of the ARAs. 

Information supplied on this Form will be included routinely in the public files of the ARAs 

and will be available for inspection by any interested person. Any member of the public may 

direct to the SEC any comments concerning the accuracy of the burden estimate on the 

application facing page of this Form, and any suggestions for reducing this burden. The 

Office of Management and Budget has reviewed this collection of information in accordance 

14
 

 

with the clearance requirements of 44 U.S.C. 3507. 

15