[Federal Register Volume 71, Number 175 (Monday, September 11, 2006)]
[Proposed Rules]
[Pages 53494-53542]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 06-7269]



[[Page 53493]]

-----------------------------------------------------------------------

Part II





Securities and Exchange Commission





-----------------------------------------------------------------------



17 CFR Parts 232, 239, 240, 249 et al.



Electronic Filing of Transfer Agent Forms; Proposed Rule

Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / 
Proposed Rules

[[Page 53494]]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 240, 249, 249b, 269, and 274

[Release No. 34-54356; File No. S7-14-06]
RIN 3235-AJ68


Electronic Filing of Transfer Agent Forms

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (``Commission'') is 
proposing to amend the rules and forms under Section 17A of the 
Securities Exchange Act of 1934 (``Act'') to require that the forms 
filed with respect to transfer agent registration, annual reporting, 
and withdrawal from registration be filed with the Commission 
electronically. The forms would be filed on the Commission's EDGAR 
database in XML format and would be accessible to Commission staff and 
the public for search and retrieval. The proposed rulemaking would 
improve the Commission's ability to utilize the information reported on 
the forms in performing its oversight function of transfer agent 
operations and to publicly disseminate the information on the forms.

DATES: Comments should be submitted on or before October 26, 2006.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form http:// 
www.sec.gov/rules/proposed.shtml; or
    <bullet> Send an e-mail to <a href="/cdn-cgi/l/email-protection#e694938a83cb85898b8b83889295a6958385c8818990"><span class="__cf_email__" data-cfemail="e89a9d848dc58b8785858d869c9ba89b8d8bc68f879e">[email protected]</span></a>. Please include 
File Number S7-14-06 on the subject line; or
    <bullet> Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

    <bullet> Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to file number S7-14-06. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/proposed/shtml). Comments 
are also available for public inspection and copying in the 
Commission's Public Reference Room, 100 F Street NE., Washington, DC 
20549. All comments received will be posted without change; we do not 
edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Jerry Carpenter, Assistant Director, 
or Catherine Moore, Special Counsel, Office of Clearance and 
Settlement, Division of Market Regulation, Securities and Exchange 
Commission, 100 F Street, NE., Washington, DC 20549-6628 or at (202) 
551-5710. For assistance with technical questions about EDGAR, call the 
EDGAR Filer Support Office at (202) 551-8900.

SUPPLEMENTARY INFORMATION:

I. Introduction

    We propose to require transfer agents to file Form TA-1, Form TA-2, 
and Form TA-W (``transfer agent forms'') \1\ electronically through the 
Commission's Electronic Data Gathering, Analysis, and Retrieval 
(``EDGAR'') system.\2\ We have developed a new application in EDGAR 
(``EDGARLite'') that enables filers to prepare an electronic version of 
transfer agent forms using a commercial software package, Microsoft 
InfoPath 2003 (``MS InfoPath'')<SUP>TM</SUP>, and to submit the forms 
to EDGAR over an Internet connection.\3\ Transfer agents would not be 
required to use the EDGARLite application to prepare the forms, 
although we expect that most would choose to do so.
---------------------------------------------------------------------------

    \1\ 17 CFR 249b.100, 101, and 102, respectively.
    \2\ EDGAR is the Commission's computer system for the receipt, 
acceptance, review, and dissemination of documents submitted in 
electronic format. The term electronic format means the computerized 
format of a document prepared in accordance with the EDGAR Filer 
Manual. 17 CFR 232.11.
    \3\ The application will produce an Extensible Markup Language 
(``XML'') version of the filing with all data elements identified 
through XML tags. A ``tag'' is an identifier that highlights 
specific information to EDGAR that is in the format required by the 
EDGAR Filer Manual. 17 CFR 232.11.
---------------------------------------------------------------------------

    An electronic filing system for transfer agent forms would 
streamline the filing process, improve our ability to register and 
monitor transfer agents, and facilitate the retrieval and public 
dissemination of the data collected on the forms. The proposal would 
amend Commission rules and forms to implement the new filing system: 
(1) Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1\4\ would be amended to require 
that Forms TA-1, TA-2, and TA-W be filed electronically; (2) Regulation 
S-T,\5\ the Commission's regulation containing the rules for electronic 
filing in EDGAR, would be amended to mandate that Form TA-1, Form TA-2, 
and Form TA-W be filed electronically in EDGAR; (3) Form TA-1, Form TA-
2, Form TA-W and the instructions to the forms would be amended to 
accommodate electronic filing, make minor changes to eliminate 
inconsistencies in the forms, and remove outdated instructions or 
requests for information; and (4) Rule 17Ac2-1 and related Form TA-1 
would be amended to require that all registered transfer agents refile 
electronically in EDGAR as an amended Form TA-1 the information 
previously filed on their Form TA-1 and any amendments thereto.
---------------------------------------------------------------------------

    \4\ 17 CFR 240.17Ac2-1, 17Ac2-2, and 17Ac3-1, respectively.
    \5\ 17 CFR 232 et seq.
---------------------------------------------------------------------------

    In order to comply with an electronic filing requirement, transfer 
agents would need to have a computer that meets the system requirements 
in the EDGAR Filer Manual to prepare and submit the forms 
electronically. Transfer agents would need Internet access and a web 
browser to download the forms from an EDGAR Web site and transmit the 
completed forms. Transfer agents would also have to apply for and 
obtain access to EDGAR prior to filing the forms electronically in 
EDGAR.

II. Background

A. Transfer Agent Forms

    Section 17A(c)(1) of the Act requires that an entity that performs 
the function of a transfer agent with respect to a security registered 
under Section 12 of the Act to register with that entity's appropriate 
regulatory agency (``ARA'').\6\ Depending on the type of entity that is 
registered as a transfer agent, the ARA is either the Comptroller of 
the Currency, the Board of Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation, or the Commission.\7\ There are 
currently

[[Page 53495]]

785 registered transfer agents with 519 registered with the Commission 
and 266 registered with the other ARAs.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q-1(c)(1).
    \7\ 15 U.S.C. 78c(a)(34)(B). When used with respect to a 
clearing agency or transfer agent, the term ``appropriate regulatory 
agency'' means: (i) The Comptroller of the Currency, in the case of 
a national bank or a bank operating under the Code of Law for the 
District of Columbia, or a subsidiary of any such bank; (ii) the 
Board of Governors of the Federal Reserve System, in the case of a 
State member bank of the Federal Reserve System, a subsidiary 
thereof, a bank holding company, or a subsidiary of a bank holding 
company which is a bank other than a bank specified in clause (i) or 
(ii) of this subparagraph; (iii) the Federal Deposit Insurance 
Corporation, in the case of a bank insured by the Federal Deposit 
Insurance Corporation (other than a member of the Federal Reserve 
System), or a subsidiary thereof; and (iv) the Commission in the 
case of all other clearing agencies and transfer agents.
---------------------------------------------------------------------------

    There are three transfer agent forms filed with the Commission: (1) 
Form TA-1, Uniform Form for Registration as a Transfer Agent and for 
Amendment to Registration Pursuant to Section 17A of the Securities 
Exchange Act of 1934; (2) Form TA-2, Form for Reporting Activities of 
Transfer Agents Registered Pursuant to Section 17A of the Securities 
Exchange Act of 1934; and (3) Form TA-W, Notice of Withdrawal from 
Registration as a Transfer Agent. Only transfer agents that are 
registered with the Commission file Form TA-1 and Form TA-W with the 
Commission. All transfer agents, however, whether they are registered 
with the Commission or another ARA, file Form TA-2 with the Commission. 
The Commission uses the information on the transfer agent forms to 
review and approve an entity's application for registration as a 
transfer agent, maintain current information about transfer agents, and 
monitor the operations performed by and the services provided by 
transfer agents. The information filed on the Form TA-1, Form TA-2, and 
Form TA-W is publicly available.
    Over 1,000 transfer agent forms are filed with the Commission each 
year. The Commission receives new or amended transfer agent 
registrations on Form TA-1 and withdrawals from registration on Form 
TA-W; however, most of the transfer agent forms received by the 
Commission are the annual reports filed by transfer agents on Form TA-
2, which are required to be filed with the Commission during the three 
month period between January 1 and March 31.\8\ Although all registered 
transfer agents are required to file a Form TA-2, the Commission 
receives fewer Forms TA-2 than there are registered transfer agents. 
This may be because some registered transfer agents have dissolved 
without filing a Form TA-W, the paper Form TA-2 was lost or 
misdirected, or some transfer agents are not meeting the Form TA-2 
filing requirement.
---------------------------------------------------------------------------

    \8\ 17 CFR 240.17Ac2-2. For the years 2003 through 2005, the 
Commission received an average of 1,069 transfer agent forms each 
year, including 41 Forms TA-1, 247 amended Forms TA-1, 709 Forms TA-
2, 31 amended Forms TA-2, and 39 Forms TA-W.
---------------------------------------------------------------------------

    To facilitate public dissemination of the information, the 
Commission staff enters basic information from the forms into EDGAR, 
including the name and address of the transfer agent, the transfer 
agent's registration number, and the date the form was filed with the 
Commission. This data is then disseminated on the EDGAR section of 
Commission's Web site.\9\ In order to view all of the information on a 
form, however, members of the public must request a hard copy of the 
form from the Commission's public reference room or obtain the 
information from a third party information service company for a fee.
---------------------------------------------------------------------------

    \9\ http://www.sec.gov/edgar.shtml.
---------------------------------------------------------------------------

B. Electronic Filing of Transfer Agent Forms

    The proposed electronic filing system for transfer agent forms 
would be beneficial for transfer agents, investors, and the Commission. 
This filing system would use the EDGARLite application, which was 
developed to supplement the existing EDGARLink application.\10\ In 
EDGARLite, form templates would be completed offline and then 
transmitted to EDGAR over an Internet connection much like EDGARLink. 
Unlike EDGARLink, however, EDGARLite would automatically insert tags 
for all of the data reported on the form and not just the header 
information. Because all of the data would be in a tagged data format, 
it could be easily searched and sorted for purposes of running reports 
or statistics once it was in the EDGAR database.
---------------------------------------------------------------------------

    \10\ For more information about EDGARLink, refer to the EDGAR 
Filer Manual, Volume II.
---------------------------------------------------------------------------

    Regulation S-T sets forth the rules governing electronic filing in 
EDGAR. The EDGAR Filer Manual, which is promulgated by the Commission 
under Rule 301 of Regulation S-T,\11\ provides the instructions and 
technical requirements for submitting filings to EDGAR. In preparation 
for electronic filing, should the Commission adopt the proposed rule, 
transfer agents should review Regulation S-T and the relevant portions 
of the EDGAR Filer Manual, Volume I (General Information).\12\ In 
particular, transfer agents should review Section 2.5 of Volume I, 
which provides the EDGAR hardware and software requirements, Section 3 
of Volume I, which provides instructions on becoming an EDGAR filer, 
and Section 6 of Volume I, which provides instructions for filing on 
EDGAR.
---------------------------------------------------------------------------

    \11\ 17 CFR 232.301.
    \12\ Transfer agents may download the latest version of the 
Filer Manual from the Commission's Web site www.sec.gov under the 
section ``Information for EDGAR Filers.''
---------------------------------------------------------------------------

    This proposal would require a new section to Volume II (EDGAR 
Filing) of the EDGAR Filer Manual. As with typical changes to the EDGAR 
Filer Manual, the Commission, in its discretion, may post a draft of 
the new section, but any draft is subject to Commission approval and 
may be revised prior to approval or not approved at all.\13\ The new 
section would provide detailed instructions for preparing forms using 
EDGARLite. In general, filers would create filings using EDGARLite by 
downloading form templates from a Commission Web site and then saving 
the form templates on their computers. Forms would be filled out 
offline. By bundling the form templates with the MS 
InfoPath<SUP>TM</SUP> software, EDGARLite would allow filers to use 
forms that include data validation tools to prevent mistakes. Filers 
would transmit the forms to EDGAR using the Online Forms/XML EDGARLite 
Web site.\14\ There would be no fees charged to transfer agents by the 
Commission in connection with electronic filing of transfer agent 
forms.
---------------------------------------------------------------------------

    \13\ Any draft of the EDGAR Filer Manual that is posted before 
Commission approval of potential regulatory changes is provided as a 
service to the filing community to assist filers, agents, and 
software developers prepare for potential changes Commission staff 
anticipates. The Commission retains the right to change any part of 
the manual before the new system release is made final and the 
posting of the draft manual does not indicate Commission approval of 
any pending proposed changes relating to the potential changes 
reflected in the draft manual.
    \14\ https://www.onlineforms.edgarfiling.sec.gov.
---------------------------------------------------------------------------

    Under the new electronic filing requirement, each answer provided 
by the transfer agent would be formatted as an XML (``Extensible Markup 
Language'') data tag.\15\ XML is a widely used text format that allows 
for the flexible use and exchange of data. The Commission designed the 
proposed filing system to use XML data tags so that all of the 
information filed by transfer agents could be used by Commission staff 
and the public for searches, retrievals, and data analysis. To 
facilitate the filing of the information as XML data tags, the 
Commission developed EDGARLite to provide filers with an easy to use, 
form-driven tool that can gather information and convert it to XML. 
EDGARLite bundles form templates created by the Commission with a 
commercial ``off the shelf'' software package, MS 
InfoPath<SUP>TM</SUP>. Transfer agents would need to have MS 
InfoPath<SUP>TM</SUP> installed on their computers in order to use 
EDGARLite.
---------------------------------------------------------------------------

    \15\ A tag is an identifier that highlights specific information 
to EDGAR that is in the format required by the EDGAR Filer Manual. 
17 CFR 232.11.
---------------------------------------------------------------------------

    EDGARLite is the first EDGAR application that would require filers 
to purchase and install a specific commercial software package chosen 
by the Commission. The Commission designed EDGARLite to utilize 
commercial software because it was the most cost-efficient way to allow 
information reported on a relatively small number of forms to be filed 
on

[[Page 53496]]

EDGAR as tagged data in XML format. It would not be economically 
feasible for the Commission to develop an EDGAR application for 
transfer agent forms without using commercial software. The Commission 
evaluated several commercial software products and determined that MS 
InfoPath<SUP>TM</SUP> was the only product currently available that is 
suitable for EDGARLite. The Professional Enterprise Edition of 
Microsoft Office includes MS InfoPath.<SUP>TM</SUP> Purchased 
separately, MS InfoPath<SUP>TM</SUP> costs approximately $200.
    As an alternative to purchasing the software, transfer agents could 
prepare the forms outside of EDGARLite by creating an XML tagged 
version of the filing as an ASCII document using technical 
specifications that would be available on the Commission's Web 
site.\16\ This filing method would require some technical expertise on 
the part of the filer, and the Commission expects that most transfer 
agents would choose to purchase the software and prepare the forms 
using EDGARLite.\17\ As another alternative, transfer agents could hire 
a third party to prepare and submit the electronic forms for them; 
however, this filing method would likely cost the transfer agent more 
than purchasing the MS InfoPath<SUP>TM</SUP> software.
---------------------------------------------------------------------------

    \16\ An ASCII document is an electronic text document that has 
contents limited to American Standard Code for Information 
Interchange (``ASCII'') characters. 17 CFR 232.11.
    \17\ Third party software developers may also use the technical 
specifications to create a software product to compete with or 
enhance the EDGARLite application.
---------------------------------------------------------------------------

    The Commission is proposing to amend Regulation S-T, Rules 17Ac2-1, 
17Ac2-2, and 17Ac3-1, and Form TA-1, Form TA-2, and Form TA-W to 
require that all transfer agent forms filed with the Commission be 
filed electronically.\18\ Transfer agents would be able to apply for a 
hardship exemption from the electronic filing requirement pursuant to 
Rule 202 of Regulation S-T.\19\ Rule 202 provides that an electronic 
filer may apply in writing for a continuing hardship exemption if the 
filing cannot be submitted to the Commission in electronic format 
without undue burden or expense. The Commission determines whether to 
grant or to deny the application based on whether the exemption is 
appropriate and is consistent with the public interest and the 
protection of investors.
---------------------------------------------------------------------------

    \18\ A paper copy version of the forms and instructions would be 
available from the Commission Publications Office and on the 
Commission's Web site for information purposes and for use by 
transfer agents that were granted a hardship exemption from 
electronic filing under Rule 202 of Regulation S-T.
    \19\ 17 CFR 232.202.
---------------------------------------------------------------------------

    The Commission would configure the electronic Form TA-1 and Form 
TA-2 to allow filers to designate a form as an amendment to a previous 
submission. Amended forms would have to be completed in full pursuant 
to the instructions on the form. This differs from the current 
procedure where transfer agents complete only their identifying 
information and the questions for which the information has changed. 
Transfer agents would be able to use as a template for the amended form 
a previously filed electronic form that they had saved. After amending 
the previously saved filed form, they would submit the amended form to 
EDGAR.
    For the first year of electronic filing only, transfer agents that 
are registered with the Commission would be required to file an amended 
Form TA-1 before they could file a Form TA-2.\20\ By so requiring, the 
Commission would be able to establish a complete and current record of 
registration information for transfer agents registered with the 
Commission in a single, centralized, and searchable database. Form TA-1 
collects important information regarding transfer agents, such as name, 
address, organizational structure, and control persons. The requirement 
to file an amended Form TA-1 when the electronic filing system first 
becomes effective would make the data previously reported on the paper 
form readily available for Commission use and public dissemination. 
Additionally, the requirement is designed to ensure that transfer 
agents have a complete electronic version of the form to use as a 
template for future amendments. It would provide an opportunity for 
transfer agents to make sure that their Form TA-1 is current and that 
all amendments to correct inaccurate, misleading, or incomplete 
information are made. Because transfer agents are required to maintain 
a copy of Form TA-1 and any amendments to Form TA-1 with their 
records,\21\ they should have all the information necessary to complete 
and electronically file an amended Form TA-1.
---------------------------------------------------------------------------

    \20\ Transfer agents registered with an ARA other than the 
Commission do not file Form TA-1 or Form TA-W with the Commission 
and accordingly would not be subject to this requirement.
    \21\ Instruction I.D. to Form TA-1.
---------------------------------------------------------------------------

    The Commission anticipates that the new filing system would be 
available prior to January 1, 2007, provided that the proposed 
amendments have been adopted and are effective by that date. 
Accordingly, the Commission anticipates that registered transfer agents 
will file their Forms TA-2 for the 2006 reporting period on EDGAR.

III. Proposed Amendments

    The proposed amendments would make the following changes to Rules 
17Ac2-1, 17Ac2-2, and 17Ac3-1, Regulation S-T, and to Form TA-1, Form 
TA-2, and Form TA-3 and the instructions to the forms as well as to 
Form ID.

A. Changes to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 To Require Electronic 
Filing

    The proposed amendments would add a paragraph to each of Rules 
17Ac2-1, 17Ac2-2, and 17Ac3-1 to require electronic filing of Form TA-
1, Form TA-2, and Form TA-W, respectively, on the Commission's EDGAR 
system. The amendments would require transfer agents to file their 
forms according to the instructions on the forms and in the EDGAR Filer 
Manual. The Commission requests the views of commenters on the proposed 
amendments to require electronic filing of Form TA-1, Form TA-2, and 
Form TA-W.

B. Amendments to Regulation S-T

    The Commission is proposing to amend Regulation S-T to mandate the 
submission of the transfer agent forms in electronic format. 
Additionally, the Commission is proposing to amend Regulation S-T to 
exclude the transfer agent forms from the applicability of Rule 104, 
and Rule 201, as discussed below.
1. Rule 101(a), Mandated Electronic Filing
    Rule 101(a) of Regulation S-T lists the filings that must be 
submitted to the Commission in electronic format.\22\ The proposed rule 
would amend Rule 101(a) to mandate that Form TA-1, Form TA-2, and Form 
TA-W be submitted to the Commission in electronic format.
---------------------------------------------------------------------------

    \22\ 17 CFR 232.101(a).
---------------------------------------------------------------------------

2. Rule 104, Unofficial PDF Copies Included in an Electronic Submission
    Rule 104 of Regulation S-T provides that an electronic submission 
may include one unofficial portable document format (``PDF'') copy of 
each electronic document contained within a submission, tagged in the 
format required by the EDGAR Filer Manual.\23\ The purpose of this rule 
is to allow filers to provide a copy of their submission in a format 
that creates a

[[Page 53497]]

structured, easy to read document for public dissemination.
---------------------------------------------------------------------------

    \23\ 17 CFR 232.104(a).
---------------------------------------------------------------------------

    The electronic transfer agent forms would be structured, tagged 
data forms that are easy to read in the format in which they are 
submitted, and it would be unnecessary to have a PDF version of the 
forms submitted. Therefore, the Commission is proposing to amend Rule 
104(a) to exclude the transfer agent forms from the applicability of 
the rule.
3. Rule 201, Temporary Hardship Exemption
    Rule 201 of Regulation S-T allows a temporary exemption from 
mandated electronic filing when, due to unanticipated technical 
difficulties, an electronic filer cannot submit its filing in 
electronic format by the filing date.\24\ The filer may submit the 
filing in paper format no later than one business day after the filing 
was to be made with the Commission, and the filer must submit an 
electronic format copy of the form within six business days of filing 
the paper format document. Form TA-1 and Form TA-W do not have 
specified filing dates, and Form TA-2 may be filed any time between 
January 1 and March 31.\25\ As a result, the Commission does not 
believe that there would be many cases where transfer agents would need 
the temporary hardship exemption.
---------------------------------------------------------------------------

    \24\ 17 CFR 232.201.
    \25\ 17 CFR 240.17Ac2-2(a).
---------------------------------------------------------------------------

    If it is necessary that a transfer agent form be filed with the 
Commission on a date certain, there are two means by which the 
Commission could adjust the effective or filing date of a transfer 
agent form. First, the Commission has the authority under Section 
17A(c) of the Act to accelerate, delay, or postpone the effective date 
of Form TA-1 and Form TA-W.\26\ Second, Rule 13(b) of Regulation S-T 
provides that the Commission may adjust the filing date of an 
electronic filing, which would include Form TA-1, Form TA-2, or Form 
TA-W, if the filer in good faith attempts to file with the Commission 
in a timely manner but the filing is delayed due to technical 
difficulties beyond the filer's control.\27\ Accordingly, the 
Commission is proposing to amend Rule 201(a) to exclude the transfer 
agent forms from the applicability of Rule 201.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78q-1(c)(2), (c)(4)(A) and (B), and 17 CFR 
240.17Ac2-1(a) and 240.17Ac3-1(b).
    \27\ 17 CFR 232.13(b). The filer must request an adjustment of 
the filing date, and the Commission or its staff, pursuant to 
delegated authority, may grant the request if it appears that such 
adjustment is appropriate and consistent with the public interest 
and the protection of investors.
---------------------------------------------------------------------------

    The Commission requests the views of commenters on the proposed 
amendments to Regulation S-T.

C. Miscellaneous Amendments

    The Commission is proposing to make the following amendments to the 
transfer agent rules to remove outdated information.
1. Reference to 17A(c)(3)(C) in Rule 17Ac3-1
    Rule 17Ac3-1 implements the section of the Act that permits a 
transfer agent to withdraw from registration. The rule currently cites 
that section as 17A(c)(3)(C) of the Act; however, when the Act was 
amended in 1987, section 17A(c)(3)(C) was redesignated as 
17A(c)(4).\28\ The Commission is proposing to amend Rule 17Ac3-1 to 
reflect the change.
---------------------------------------------------------------------------

    \28\ Pub. L. 100-181 (S 1452), Sec.  322(3), 101 Stat 1249, 
December 4, 1987.
---------------------------------------------------------------------------

2. Deletion of Paragraph (c) in Rule 17Ac2-2
    Paragraph (c) was added to Rule 17Ac2-2 as an amendment in June 
2000.\29\ The amendment changed the end of the annual reporting period 
for transfer agents from June 30 to December 31 of the calendar year. 
Paragraph (c) was added to Rule 17Ac2-2 to provide that transfer agents 
would not be required to file the annual report for the period ending 
June 30, 2000. Because this provision is no longer necessary, the 
Commission is proposing to remove it from the rule.
---------------------------------------------------------------------------

    \29\ Securities Exchange Act Release No. 42892 (June 2, 2000), 
65 FR 36602 (June 9, 2000).
---------------------------------------------------------------------------

3. Revision to Rule 17Ac2-1
    The proposal would integrate the SEC Supplement to Form TA-1 into 
the body of the form as Questions 8 through 10. As a result, there 
would no longer be a separate SEC Supplement. Consequently, the 
Commission is proposing to delete the reference in Rule 17Ac2-1 to the 
SEC Supplement.

D. Amendments to Form TA-1, Form TA-2, and Form TA-W

    Listed below is a summary of the proposed amendments to the forms 
and instructions.
1. Amendments to All Forms and Instructions
    The Commission would make the following amendments to Form TA-1, 
TA-2, and TA-W:
    i. Amend the instructions to require the forms to be filed 
electronically in EDGAR.
    ii. Replace current instructions regarding how and where to file 
the forms with instructions for filing through EDGAR.
    iii. Amend Question 1 to require information about the filer that 
is required for EDGAR filing.\30\
---------------------------------------------------------------------------

    \30\ See EDGAR Filer Manual, Volume I (General Information).
---------------------------------------------------------------------------

    iv. Amend the forms to allow the transfer agent to include a cover 
letter or other correspondence as an attachment to the form.
    v. Amend the forms and instructions to provide that the forms must 
be executed with an electronic signature pursuant to Rule 302, 
Signatures, of Regulation S-T.\31\
---------------------------------------------------------------------------

    \31\ 17 CFR 232.302. Rule 302 provides that a signature to any 
electronic submission must be provided in typed rather than manual 
format. Each signatory is required to 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 before or at the time the electronic filing is 
made. Such document must be retained by the filer for a period of 
five years and shall be furnished to the Commission or its staff 
upon request.
---------------------------------------------------------------------------

    The proposed amendments would also make nonsubstantive format 
changes to the forms to accommodate electronic filing. Such format 
changes would include drop down data blocks that allow the filer to 
insert additional information to a question (instead of using attached 
sheets, schedules, or supplements), data fields that would be 
designated as required fields, radio buttons that would limit the filer 
to specific answers to a question, and hidden data fields for questions 
that would not be applicable to the filer.\32\
---------------------------------------------------------------------------

    \32\ Filers could view the entire form by checking the box at 
the top of the form that expands the form to show all fields. Filers 
could also print the entire form using this mechanism.
---------------------------------------------------------------------------

2. Amendments to Form TA-1 and Instructions
    i. The instructions would be amended to require a registered 
transfer agent to file an amended Form TA-1 in electronic format before 
it can file a Form TA-2 or Form TA-W in electronic format.
    ii. A feature would be added to allow the transfer agent to 
designate a filing as an amended filing. The instructions will be 
amended to reflect this feature.
    iii. Question 2, ``Filing Status,'' would be deleted because the 
question would be moved to the top section of the form.
    iv. Questions 6, ``Service Companies Engaged by the Filer,'' would 
be amended to request the file number of the service company.
    v. Question 7, ``Filer Engaged as a Service Company by a Named 
Transfer Agent,'' would be amended to request the file number of the 
named transfer agent.
    vi. Form TA-1 Supplement, ``Control Person Information'' for 
Corporations

[[Page 53498]]

(Schedule A), Partnerships (Schedule B), and Other Entities (Schedule 
C), would be integrated into the form as Questions 8 through 10.
    vii. Form TA-1 Supplement, ``Control Person Information,'' would be 
amended to delete Schedule D because Schedule D is a blank sheet that 
provides additional space for responses and would not be necessary in 
the electronic form.
    viii. Form TA-1 Supplement, ``Control Person Information'' for 
Corporations (Schedule A), Partnerships (Schedule B), and Other 
Entities (Schedule C), would be amended to delete the request for the 
social security number of control persons. This request for information 
is being deleted because of privacy concerns in light of the fact that 
the forms will be available for public dissemination through EDGAR.
    ix. Form TA-1 Supplement, ``Control Person Information'' for 
Corporations (Schedule A), Partnerships (Schedule B), and Other 
Entities (Schedule C), would be amended to delete the ADD, AMEND, and 
DELETE Columns. Transfer agents would instead provide the beginning 
date of the relationship with the control person and the ending date of 
the relationship.
    x. Instruction II, Special Instructions for Filing and Amending 
Form TA-1, would be amended to reflect that the Financial Industry 
Number Standard (``FINS'') number assigned by The Depository Trust 
Company (``DTC'') is now provided through DTC's Web site http://www.dtc.org for a nominal fee.
    xi. Instruction II.A.4, the instruction regarding marking items as 
deleted would be removed.
    xii. Instruction II.B, Amending Registration, would be revised to 
provide instructions on filing an amended Form TA-1 in EDGAR. All 
required items on the electronic form, not just those fields being 
amended, must be completed.
    xiii. Instruction III, SEC Supplement, Amending the Supplement, 
would be deleted because the supplement would be integrated with the 
rest of the form.
3. Amendments to Form TA-2 and Instructions
    i. Question 4, ``Number of Items Received for Transfer During the 
Reporting Period,'' would be amended to add a paragraph (b) to request 
the number of individual securityholder accounts for which the transfer 
agent maintained master securityholder accounts. The purpose of this 
amendment is to provide information as to whether Questions 6-10 are 
required to be answered under Instruction II.B of Form TA-2. A 
corresponding change would be made to Instruction II.B.
    ii. A feature would be added to allow the transfer agent to 
designate a filing as an amended filing. The instructions will be 
amended to reflect this feature. All required items on the electronic 
form, not just those answers that are being amended, must be completed.
4. Amendments to Form TA-W and Instructions
    i. Question 7. The reference to ``out of proof conditions'' would 
be deleted because the Commission no longer uses the term.
    ii. Questions 9 and 10. The reference to Schedule B on Form TA-1 
would be deleted because Form TA-1 was previously amended and Schedule 
B no longer requires the referenced information.\33\ Accordingly, the 
phrase ``each issue shown on Schedule B of registrants Form TA-1, as 
amended,'' would be deleted and replaced with the phrase ``each issue 
for which registrant acted as transfer agent.''
---------------------------------------------------------------------------

    \33\ Securities Exchange Act Release No. 23084 (March 27, 1986), 
51 FR 12124 (April 9, 1986).
---------------------------------------------------------------------------

    iii. Instruction 1. The reference to ``Section 17A(c)(3)(C)'' would 
be revised to ``Section 17A(c)(4)(B).''
    The Commission requests the views of commenters on the proposed 
amendments to Form TA-1, Form TA-2, and Form TA-W.
5. Amendment to Form ID
    The Commission is proposing to amend Form ID, Uniform Application 
for Access Codes to File on EDGAR, to add ``transfer agent'' to the 
check-the-box list of applicant types (the form currently has boxes for 
``filer'', ``filing agent'', ``trainer'', or ``individual'').\34\ The 
purpose of this change is to allow the Commission to identify a new 
filer as a transfer agent for purposes of utilizing the special 
instructions in EDGARLite for the TA forms (for example, a TA-2 will be 
blocked if the transfer agent hasn't previously filed an electronic 
Form TA-1 or amended Form TA-1).\35\
---------------------------------------------------------------------------

    \34\ 17 CFR 239.63.
    \35\ Transfer agents that have previously filed a transfer agent 
form with the Commission are currently in the system. Only those 
transfer agents that are filing a transfer agent form with the 
Commission for the first time would be required to complete and file 
a Form ID.
---------------------------------------------------------------------------

    The Commission requests the views of commenters on the proposed 
amendments to Form ID.

IV. Request for Comment

    The Commission requests the views of commenters on all aspects of 
the proposed amendments, discussed above, to Rules 17Ac2-1, 17Ac2-2, 
and 17Ac3-1, Regulation S-T, and to Form TA-1, Form TA-2, and Form TA-W 
and the instructions to the forms under the Act.

V. Paperwork Reduction Act

    Certain provisions of the proposed amendments to the rules and 
forms contain ``collection of information requirements'' within the 
meaning of the Paperwork Reduction Act of 1995.\36\ 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. The Commission has submitted the revisions to the collection of 
information to the Office of Management and Budget (``OMB'') for review 
in accordance with 44 U.S.C. 3507 and 5 CFR 1320.11. The titles of the 
affected information forms are Form TA-1 (OMB Control Number 3235-
0084), Form TA-2 (OMB Control Number 3235-0337), and Form TA-W (OMB 
Control Number 2325-0151).\37\
---------------------------------------------------------------------------

    \36\ 44 U.S.C. 3501 et seq.
    \37\ The Commission estimates that each year a small number of 
transfer agents would need to file a Form ID (OMB Control Number 
3235-0328) with the Commission in order to gain access to EDGAR. 
Form ID is used to request the assignment of access codes to file on 
EDGAR. Most transfer agents would not need to file a Form ID because 
any transfer agent that has filed at least one transfer agent form 
with the Commission since 2002 has been entered into the EDGAR 
system by the Commission and would not need to file Form ID to file 
electronically on EDGAR. However, registered transfer agents that 
have not yet filed a transfer agent form with the Commission and new 
registrants would need to File Form ID.
    The Commission estimates that it would receive approximately 80 
Forms ID a year under the proposed rule. This number fits within the 
current estimated number of respondents that file a Form ID each 
year because the actual number of Forms ID the Commission receives 
is less than the current estimate.
---------------------------------------------------------------------------

    The proposal would require Form TA-1, Form TA-2, and Form TA-W, 
which are currently filed with the Commission in paper form, to be 
filed electronically on EDGAR. The Commission collects this information 
pursuant to its authority under Section 17A of the Act and uses the 
information collected on the forms in determining whether to allow a 
transfer agent to register or to withdraw from registration and also 
uses the information in monitoring the annual activities of transfer 
agents. The information filed on the Form TA-1, Form TA-2, and Form TA-
W is publicly available.
    The respondents to the collection of information are the registered 
transfer agents that file Form TA-1, Form TA-2, and Form TA-W with the 
Commission. Only transfer agents for whom the Commission is the ARA 
file

[[Page 53499]]

Form TA-1 and Form TA-W with the Commission; however, all registered 
transfer agents, whether they are registered with the Commission or 
another ARA, must file the annual Form TA-2 with the Commission. 
Compliance with the proposed amendments would be mandatory. The 
information required by the proposed amendments would not be kept 
confidential by the Commission. The Commission's regulations that 
implement Section 17A of the Act are at 17 CFR 200.80 et seq.
    The proposal would modify an existing collection of information by 
changing the format of a required filing from paper to electronic 
format and would amend the text of the forms and the instructions to 
the forms to conform to the electronic filing requirement. For example, 
the instructions for how and where to file the forms would be amended 
to require electronic filing on EDGAR and the top section of each form 
would require the transfer agent to provide information related to 
EDGAR filing such as its CIK, filing status, and email address. Also, 
transfer agents would transmit the forms to the Commission 
electronically instead of completing the forms in paper, making three 
copies, and mailing them to the Commission. The proposal would also 
amend Question 4, ``Number of Items Received for Transfer During the 
Reporting Period,'' on Form TA-2 to add a paragraph (b) so that the 
EDGARLite program could provide a data validation tool with respect to 
Questions 6-10. A transfer agent currently has to calculate the number 
of individual securityholder accounts for which it maintains master 
securityholder accounts under Instruction II.B of Form TA-2 in order to 
determine whether it is required to complete Questions 6-10. The 
proposal would require this information in Question 4(b) so that the 
EDGARLite program could highlight for the transfer agent whether 
questions 6-10 should or should not be completed.
    Additionally, the proposal would amend Questions 6 and 7 of Form 
TA-1 to request the file number of a service company and of a named 
transfer agent instead of the financial industry number standards 
(FINS). The file number is an identifying number unique to each 
registered transfer agent and would be more useful to the Commission 
than the FINS for locating and identifying service companies and named 
transfer agents. Unlike the FINS, the file number of a transfer agent 
is publicly available on EDGAR and it should be just as easy or easier 
for a transfer agent to locate and report the file number of a service 
company or named transfer agent as it is to locate and report the FINS.
    The Commission does not believe the estimated hour burdens for 
completing Form TA-1, Form TA-2, and Form TA-W would change as a result 
of the proposed amendments because completing an electronic form 
template and submitting it electronically on EDGAR should not take 
longer than completing a paper form and mailing the original and two 
copies to the Commission. The Commission believes, however, that the 
estimated hour burdens of Form TA-1 and for Form TA-2 should be 
increased for the first year to reflect the initial burden associated 
with filing electronically on EDGAR and the initial burden associated 
with the proposed requirement for each transfer agent registered with 
the Commission to refile the information on its Form TA-1 
electronically as an amended Form TA-1.
    The Commission believes that most transfer agents would incur a one 
time burden with respect to accessing EDGAR and training personnel to 
install MS InfoPath and to use EDGARLite to file electronically. Many 
transfer agents currently access EDGAR in some capacity, such as an 
issuer, investment advisor, or a third party filer, and the 
instructions for installing and using MS InfoPath and EDGARLite would 
be provided in the EDGAR Filer Manual. Based on this, the Commission 
estimates that the one time burden associated with electronic filing of 
transfer agent forms would be two hours. This increased burden would be 
incurred with respect to the first transfer agent form the transfer 
agent files with the Commission electronically. For transfer agents 
registered with the Commission, this would be Form TA-1, because the 
proposal would require transfer agents registered with the Commission 
to file an electronic amended Form TA-1 before they could file any 
other transfer agent forms electronically. For all other transfer 
agents, this would be Form TA-2 because that is the only form those 
transfer agents file with the Commission.
    There are 519 transfer agents registered with the Commission. 
Accordingly, the increase in collection of information burden 
associated with filing electronically for Form TA-1 would be 1038 
hours. There are 266 transfer agents registered with an ARA other than 
the Commission. Accordingly, the collection of information burden 
associated with filing electronically for Form TA-2 is 532 hours.
    The Commission believes that the estimated hour burden for Form TA-
1 would increase for the first year of electronic filing because the 
proposed amendments would require that transfer agents registered with 
the Commission refile the information on Form TA-1 electronically in 
EDGAR as an amended Form TA-1. The proposed requirement to refile the 
registration information is designed to ensure that the EDGAR database 
contains complete and current information on all transfer agents 
registered with the Commission as well as to create a complete form for 
transfer agents to use when they next amend Form TA-1.
    The proposed requirement to file an amended Form TA-1 would apply 
to the 519 transfer agents for which the Commission is the ARA and 
would create a one time collection of information burden. The 
Commission's current estimate for completing Form TA-1 is 2 hours. As 
stated above, the Commission believes that the hour burden for 
completing the electronic forms is the same as completing the paper 
forms. Accordingly, the Commission estimates that each transfer agent 
that is required to refile the information on Form TA-1 would need 
approximately two hours to do so, for an increase to the total burden 
for the first year of 1,038 hours.
    Transfer agents that file amended Forms TA-1 and TA-2 would be 
required to complete them in full rather than partially as currently 
required. However, there should not be an additional burden with 
respect to filing amended forms because transfer agents would be able 
to use the previously filed electronic amended Form TA-1 or the 
previously filed electronic Form TA-2 as a template for future 
amendments and would only need to amend the answers to those questions 
for which the information has become inaccurate, misleading, or 
incomplete.
    In sum, the proposed amendments would increase the collection of 
information hour burden for Form TA-1 by a total of 2,076 hours 
(current estimate of 1,038 hours plus the additional estimate of 1,038 
hours) and 1,064 hours (current estimate of 532 hours plus the 
additional estimate of 532 hours) for Form TA-2 for the first 
electronic filing only.\38\ After the first electronic filing, the 
estimated burden would return to its current level of 1,038

[[Page 53500]]

hours for Form TA-1 and 532 hours for Form TA-2.
---------------------------------------------------------------------------

    \38\ Based on an estimated average administrative labor cost of 
$31.50 per hour, the Commission's staff estimates that the total 
labor cost to the transfer agent industry for complying with the 
proposed amendments would be $98,910. (A total of 3,114 hours (2,076 
+ 1,038) multiplied by a cost of $31.50 per hour equals $98,910.)
---------------------------------------------------------------------------

    The Commission does not anticipate that the proposed amendments 
would impose significant additional costs for transfer agents. In order 
to create forms on EDGARLite and to submit forms to EDGAR, applicants 
are required to have a personal computer, internet access, and MS 
InfoPath<SUP>TM</SUP> software. As noted above, many transfer agents 
currently file electronically in EDGAR in some capacity and the 
Commission believes that as part of their business operations, almost 
all registered transfer agents have personal computers and that many 
have access to the internet. The cost of the MS InfoPath<SUP>TM</SUP> 
software is approximately $200; however, if the transfer agent has 
already purchased Microsoft Office 2000 Professional Enterprise 
Edition<SUP>TM</SUP> it will not need to purchase MS 
InfoPath.<SUP>TM</SUP> Accordingly, we estimate that the proposal would 
cause a cost to each transfer agent of a maximum of $200 in the initial 
year only. Further, if a transfer agent could demonstrate that the 
electronic filing requirement would cause it undue burden or expense, 
the Commission could grant it a continuing hardship exemption from the 
electronic filing requirement pursuant to Rule 202 of Regulation S-T.
    Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits 
comments to:
    (1) Evaluate whether the proposed collection of information is 
necessary for the performance of the functions of the agency, including 
whether the information shall have practical utility;
    (2) Evaluate and provide relevant data regarding the agency's 
estimate of the burden of the proposed collection of information, 
including the validity of the methodology and assumptions used;
    (3) Enhance the quality, utility and clarity of the information to 
be collected; and
    (4) Minimize the burden of collection of information on those who 
are to respond, including through the use of automated collection 
techniques or other forms of information technology.
    Persons wishing to submit comments on the collection of information 
requirements should direct them to the following persons: (1) Desk 
Officer for the Securities and Exchange Commission, Office of 
Information and Budget (``OMB''), Room 3208, New Executive Office 
Building, Washington, DC 20503; and (2) Nancy M. Morris, Secretary, 
Securities and Exchange Commission, 100 F Street, NE., Washington, DC 
20549-1090 with reference to File No. S7- - . OMB is required to make a 
decision concerning the collection of information between 30 and 60 
days after publication, so a comment to OMB is best assured of having 
its full effect if OMB receives it within 30 days of publication. The 
Commission has submitted the proposed collection of information to OMB 
for approval. Requests for the materials submitted to OMB by the 
Commission with regard to this collection of information should be in 
writing, refer to File No. S7- - , and be submitted to the Securities 
and Exchange Commission, Records Management, Office of Filings and 
Information Services, 100 F Street, NE., Washington, DC 20549.

VI. Costs and Benefits of the Proposed Rulemaking

    The Commission is sensitive to the costs and benefits of our 
proposed rule implementing an electronic filing system for transfer 
agent forms. We believe that the proposed amendments would benefit 
transfer agents and investors by improving the efficiency and quality 
of the information filed with the Commission, which is available to the 
public. We also believe that the proposed amendments would result in 
certain costs to most transfer agents because they may need to purchase 
computer software and possibly hardware and would need to train 
personnel to create forms in the EDGARLite<SUP>TM</SUP> application and 
to file the forms on EDGAR. The Commission encourages commenters to 
identify, discuss, analyze, and supply relevant data regarding any such 
costs or benefits.

A. Benefits

    An electronic filing system would improve the efficiency of the 
filing process for transfer agents and would also improve the public 
dissemination of the information on the forms. The electronic filing 
system would eliminate the burdens associated with the paper forms and 
the possibility of the forms being lost or misdirected. By performing 
data validation checks, the EDGARLite application would help to ensure 
that transfer agents fill the forms out completely and in the 
appropriate format. It would also provide transfer agents with email 
notification that a form has been accepted or suspended by the 
Commission.
    The proposed rule would benefit the public because it would make 
the information on transfer agent forms, which is publicly available 
information, more easily accessible and available in a more timely 
manner in EDGAR than it currently is through the Commission's public 
reference room. The new system would also improve the Commission's 
ability to maintain, review, and analyze transfer agent forms by 
collecting and storing all of the information on the forms in a single, 
centralized database. The database would be updated immediately upon 
the receipt of new filings and would help the Commission identify 
delinquent filers. It would also allow for analytic tools such as data 
aggregation, statistical analysis, and report generation.

B. Costs

    Transfer agents would incur initial and ongoing costs with respect 
to the electronic filing system. The Commission believes that most of 
the cost burden would be in terms of initial costs and would be in 
terms of using the electronic filing system. The Commission does not 
believe that transfer agents would incur additional costs in the first 
year as a result of completing the forms in electronic format versus in 
paper format because, other than amendments to Question 4 of Form TA-2 
to request the number of individual securityholder accounts and to 
Questions 6 and 7 of Form TA-1 to request the file number of service 
companies and named transfer agents, the substance of the transfer 
agent forms is not changing. However, transfer agents that are 
registered with the Commission would incur additional costs with 
respect to completing the forms because they would be required to 
prepare and file an electronic amendment to their original registration 
on Form TA-1 and submit it to EDGAR for the first year of electronic 
filing before they could submit their annual report on Form TA-2.
    In order to file electronic transfer agent forms in EDGAR, transfer 
agents would need the computer system requirements necessary to access 
EDGAR and would have to train personnel to prepare forms using 
EDGARLite. We believe that most transfer agents currently have the 
necessary computer system requirements as well as access to the 
Internet as part of their current businesses. However, the Commission 
believes that many transfer agents would choose to purchase MS 
Infopath<SUP>TM</SUP> which is needed to view and enter data in 
EDGARLite forms.
    To estimate the impact of the proposal on transfer agents, the 
Commission reviewed the filings submitted by transfer agents to the 
Commission and communicated with several small and mid-size transfer 
agents regarding their computer systems, personnel, and familiarity 
with EDGAR. Many transfer agents are entities or are affiliated with 
entities, such as publicly traded

[[Page 53501]]

companies or investment companies, which submit filings to the 
Commission electronically in EDGAR. These transfer agents have the 
necessary computer system requirements and personnel to file the 
transfer agent forms in EDGAR, but many do not have the MS 
InfoPath<SUP>TM</SUP> software necessary to construct forms in 
EDGARLite. Transfer agents that have purchased Microsoft Office 2000 
Professional Enterprise Edition<SUP>TM</SUP> have MS 
InfoPath<SUP>TM</SUP> included as part of their operating system; 
however, most of these transfer agents are not familiar with MS 
InfoPath<SUP>TM</SUP> and would have to train their personnel to use 
the software. Of the transfer agents that do not currently file forms 
electronically in EDGAR, most have the computer system requirements to 
file in EDGAR, but would need to purchase MS InfoPath<SUP>TM</SUP>, 
train personnel to construct forms using EDGARLite, and submit forms 
electronically to EDGAR. In addition, some transfer agents may not have 
the necessary system requirements to file in EDGAR and would need to 
purchase upgrades to their computer systems as well as incur the costs 
related to purchasing the MS InfoPath<SUP>TM</SUP> software and 
training personnel to file forms in EDGAR using EDGARLite.
    From the above information, the Commission estimates that the cost 
to transfer agents of the electronic filing proposal could range from 
only the cost of training personnel to create forms in EDGARLite to the 
cost of upgrading systems, purchasing MS InfoPath<SUP>TM</SUP> and 
training personnel to use the EDGAR system and EDGARLite. The EDGARLite 
application is designed to be easy to use and the MS 
InfoPath<SUP>TM</SUP> software is a relatively low-cost software 
package that is readily available. The EDGAR Filer Manual would provide 
instructions for installing MS InfoPath<SUP>TM</SUP> and for using 
EDGARLite. Based on this, the Commission estimates that any training 
for personnel with respect to electronic filing would be two hours for 
each registered transfer agent. Additionally, the Commission estimates 
that transfer agents registered with the Commission would require an 
additional two hours to refile the information on Form TA-1 as an 
amended Form TA-1 would be two hours. The Commission estimates a cost 
of $31.50 per hour and that the total labor cost to the transfer agent 
industry for complying with the proposed amendments would be 
$98,910.\39\
---------------------------------------------------------------------------

    \39\ The cost per hour is based on the estimated per hour salary 
of a senior computer operator using the Securities Industry 
Association's Office Salary Data for 2003, adjusted for inflation.
---------------------------------------------------------------------------

    Alternatively, transfer agents or a third party could prepare the 
forms without MS InfoPath<SUP>TM</SUP> by creating an XML tagged 
version of the filing as an ASCII document using technical 
specifications that would be available on the Commission's public Web 
site.\40\ The Commission would integrate the XML tags with the form 
template to create a structured form that is identical to the form 
created in EDGARLite for the purpose of viewing the form in EDGAR. This 
filing method would require some technical expertise on the part of the 
filer, however. Additionally, transfer agents could hire a third party 
filer to prepare and submit the forms on their behalf using MS 
InfoPath.<SUP>TM</SUP> Third parties generally charge separate fees for 
preparation and submission of EDGAR filings, and they either charge a 
fee per page of a filing or, for some forms, offer a flat rate per 
form. Based on the published cost structures of some of the larger 
third party filers, we estimate that the cost of hiring a third party 
filer to fill out a single transfer agent form would be in the range of 
$150 to $200.
---------------------------------------------------------------------------

    \40\ See note 15.
---------------------------------------------------------------------------

    The Commission estimates that transfer agents would incur a small 
amount of ongoing costs with respect to the proposed amendments, such 
as purchasing upgrades to MS InfoPath<SUP>TM</SUP> software and 
maintaining access to the internet. Additionally, transfer agents would 
have to have personnel that are familiar with the EDGAR system to file 
Form TA-2 each year and amendments to Form TA-1 whenever the 
information on the form becomes inaccurate, misleading, or incomplete.

C. Request for Comment

    The Commission requests data to quantify the costs and the benefits 
above. The Commission seeks estimates of these costs and benefits, as 
well as any costs and benefits not already described, which could 
result from the adoption of the proposed amendments to Regulation S-T, 
Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 and the proposed amendments to Form 
TA-1, Form TA-2, and Form TA-W and the instructions to the forms. 
Specifically, the Commission requests comments regarding the costs 
related to training personnel to construct forms using EDGARLite and to 
file in the EDGAR system. Additionally, the Commission requests 
comments regarding the types of systems upgrades transfer agents could 
have to make to their computer systems in order to file electronically 
in EDGAR and the costs of such upgrades. The Commission also requests 
comments regarding the cost related to developing the transfer agent 
forms without using MS InfoPath<SUP>TM</SUP> and the cost related to 
hiring a third party to prepare the forms. Finally, The Commission 
requests commenters to address whether the proposed amendments to 
Regulation S-T, Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 and the proposed 
amendments to Form TA-1, Form TA-2, and Form TA-W and the instructions 
to the forms would generate the anticipated benefits or impose any 
unanticipated costs on transfer agents and the public.

VII. Consideration of the Burden on Competition, Promotion of 
Efficiency, and Capital Formation

    Section 3(f) of the Act \41\ requires the Commission, whenever it 
engages in rulemaking and is required to consider or to determine 
whether an action is necessary or appropriate in the pubic interest, to 
consider whether the action will promote efficiency, competition, and 
capital formation. In addition, Section 23(a)(2) of the Act \42\ 
requires the Commission, when promulgating rules under the Act, to 
consider the impact any such rules would have on competition. Section 
23(a)(2) further provides that the Commission may not adopt a rule that 
would impose a burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \41\ 15 U.S.C. 78c(f).
    \42\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    A transfer agent is any entity that engages on behalf of an issuer 
of securities or on behalf of itself as an issuer of securities in (A) 
countersigning such securities upon issuance; (B) monitoring the 
issuance of such securities with a view to preventing unauthorized 
issuance, a function commonly performed by a person called a registrar; 
(C) registering the transfer of such securities; (D) exchanging or 
converting such securities; and (E) transferring record ownership of 
securities by bookkeeping entry without physical issuance of securities 
certificates.\43\ Transfer agents are regulated by the Commission 
pursuant to Section 17A of the Act. All transfer agents file an annual 
report with the Commission on Form TA-2. Certain transfer agents file 
registrations on Form TA-1 and withdrawals from registration on Form 
TA-W with the Commission. These forms are currently filed with the 
Commission in paper format.
---------------------------------------------------------------------------

    \43\ 15 U.S.C. 78c(a)(25).
---------------------------------------------------------------------------

    The proposed amendments to Regulation S-T, Rules 17Ac2-1, 17Ac2-2, 
and 17Ac3-1 and to Forms TA-1, TA-2, and TA-W and the instructions

[[Page 53502]]

to the forms would require that transfer agent forms be filed 
electronically using the Commission's EDGAR system. The Commission has 
designed a new application in EDGAR, EDGARLite, that bundles form 
templates with a commercial off-the-shelf software package, MS 
InfoPath,<SUP>TM</SUP> to allow filers to easily complete electronic 
forms for submission to the Commission. However, filers would not be 
required to use EDGARLite and could submit the information reported on 
the forms to the Commission in ASCII text characters.\44\
---------------------------------------------------------------------------

    \44\ See note 15.
---------------------------------------------------------------------------

    An electronic filing system would eliminate the burdens associated 
with the paper forms and the possibility of the forms being lost or 
misdirected. The EDGARLite application would perform data validation 
checks, which would help to ensure that transfer agents fill the forms 
out completely and in the appropriate format. It would also provide 
transfer agents with email notification that a form has been accepted 
or suspended by the Commission. Accordingly, the proposal to implement 
the electronic filing system should promote efficiency. The amendments 
would apply to all transfer agents and the EDGARLite application is 
intended to be a program that is easy to use at a reasonable cost. Most 
transfer agents would be able to comply with an electronic filing 
requirement without difficulty; however, the proposal would allow 
transfer agents to receive a continuing hardship exemption under Rule 
202 of Regulation S-T if the electronic filing requirement would cause 
undue burden or cost. As a result, the proposal should not adversely 
impact a transfer agent's ability to file transfer agent forms and, 
accordingly, should not have an adverse impact on competition. The 
proposal would not affect the operations of transfer agents and it 
would not materially change the information that is required to be 
reported to the Commission on the forms. The proposal would change the 
filing method of the forms from paper format to electronic format. 
Accordingly, the proposal should not have an impact on capital 
formation.
    The Commission generally requests comment on the competitive or 
anticompetitive effects of these amendments to Regulation S-T, Rules 
17Ac2-1, 17Ac2-2, and 17Ac3-1 and to Form TA-1, Form TA-2, and Form TA-
W on any transfer agents if adopted as proposed. The Commission also 
requests comment on what impact the amendments, if adopted, would have 
on efficiency and capital formation. Commenters should provide analysis 
and empirical data to support their views on the costs and benefits 
associated with the proposal.

VIII. Initial Regulatory Flexibility Analysis

    Section 3(a) of the Regulatory Flexibility Act of 1980 \45\ 
requires the Commission to undertake an initial regulatory flexibility 
analysis of the proposed rule on small entities unless the Commission 
certifies that the rule, if adopted, would not have a significant 
economic impact on a substantial number of small entities.\46\ The 
Commission has prepared an Initial Regulatory Flexibility Analysis 
(``IRFA'') pursuant to the Regulatory Flexibility Act regarding the 
proposed amendments to Regulation S-T, Rules 17Ac2-1, 17Ac2-2, and 
17Ac3-1 and to Form TA-1, Form TA-2, and Form TA-W and the instructions 
to the forms.
---------------------------------------------------------------------------

    \45\ 5 U.S.C. 603(a).
    \46\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

    The IRFA prepared by the Commission states that the purpose of the 
proposal to establish an electronic filing system for transfer agent 
forms is to improve the efficiency of the filing process for transfer 
agents and the public dissemination of the information on the forms. An 
electronic filing system would eliminate the burdens associated with 
paper forms and streamline the filing process. It would help to ensure 
that transfer agents fill the forms out completely and in the 
appropriate format. It would also provide transfer agents with email 
notification that a form has been accepted or suspended by the 
Commission.
    The IRFA sets forth the statutory authority for the proposed 
amendments to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 and to Regulation S-
T, Form TA-1, Form TA-2, and Form TA-W and the instructions to the 
forms. The IRFA also discusses the effect of the proposal on transfer 
agents that are small entities under Rule 0-10(h) under the Act.\47\ 
Rule 0-10(h) defines the term ``small business'' or ``small 
organization'' to include any transfer agent that (1) received less 
than 500 items for transfer and less than 500 items for processing 
during the preceding six months (or in the time that it has been in 
business, if shorter); (2) transferred items only of issuers that would 
be deemed ``small businesses'' or ``small organizations'' as defined in 
this section; and (3) maintained master shareholder files that in the 
aggregate contained less than 1,000 shareholder accounts or was the 
named transfer agent for less than 1,000 shareholder accounts at all 
times during the preceding fiscal year (or the time that it has been in 
business, if shorter); and (4) is not affiliated with any person, other 
than a natural person, that is not a small business or small 
organization under Rule 0-10.
---------------------------------------------------------------------------

    \47\ 17 CFR 240.0-10(h).
---------------------------------------------------------------------------

    The Commission estimates that there are 310 registered transfer 
agents that are ``small entities'' under Rule 0-10. Of these, 170 are 
registered with the Commission and 140 are registered with the other 
ARAs.
    The proposed amendments would require that all transfer agents 
apply for access to the EDGAR system and file all transfer agent forms 
that they file with the Commission electronically in EDGAR. Transfer 
agents would be expected, but not required, to complete the electronic 
forms by using the EDGARLite application. All transfer agents filing 
electronically would need to have a computer system that meets the 
EDGAR software and hardware requirements. Additionally, all transfer 
agents that have previously filed a Form TA-1 with the Commission would 
have to file an amended Form TA-1 electronically, of which 
approximately 170 are small entities within the definition in Rule 0-
10. The IRFA states that the incremental burden on all ``small 
entities'' would be approximately 960 hours and $30,240. The IRFA also 
states that the proposed amendments would not impose any other 
reporting, recordkeeping, or compliance requirements, and that the 
Commission believes that there are no rules that duplicate, overlap, or 
conflict with the proposed amendments.
    The IRFA discusses the alternatives considered by the Commission in 
connection with the proposed amendments to Regulation S-T, Rules 17Ac2-
1, 17Ac2-2, and 17Ac3-1 and to Form TA-1, TA-2, and TA-W and the 
instructions to the forms. The purpose of electronic filing is to have 
all filings required to be filed with the Commission received in a 
timely and efficient manner and for the data filed on the forms to be 
stored in a single, centralized database. Any forms filed on paper 
could be subject to loss, inaccuracies, and delayed reporting, which 
would affect the integrity of the database and affect the Commission's 
ability to perform its oversight role with respect to transfer agents. 
Accordingly, we have determined that it would not be appropriate to 
allow any transfer agents to continue to file the forms in paper form 
unless the Commission were to grant the transfer agent a continuing 
hardship exemption under Rule 202 of Regulation S-T.

[[Page 53503]]

    As an alternative to creating the electronic forms in EDGARLite, 
which would require the filer to purchase MS InfoPath<SUP>TM</SUP> 
software, transfer agents or a third party could prepare the forms 
outside of EDGARLite by creating an XML tagged version of the filing as 
an ASCII document using technical specifications that would be 
available on the Commission's public Web site.\48\ It should be noted 
that this filing method would require some technical expertise on the 
part of the filer and the Commission does not anticipate that any 
transfer agents or third parties would find it worth the cost savings 
to develop the transfer agent forms outside of EDGARLite.
---------------------------------------------------------------------------

    \48\ See note 15.
---------------------------------------------------------------------------

    The Commission also considered whether entities could file the 
forms with the Commission by using public computer services, such as an 
internet cafe or a public library, and therefore avoid the expense of 
any required hardware, software, or internet access. Commission staff 
contacted public computer service providers in 2004 and determined that 
it was unlikely that these facilities would have the necessary MS 
Infopath<SUP>TM</SUP> software requirement for using the EDGARLite 
templates. However, transfer agents would be free to use a public 
facility if the facility has the necessary computer system 
requirements. Additionally, filers could prepare their filings by 
creating an ASCII document as described above, which should be possible 
on many public computer service facilities.
    Finally, the Commission could grant a transfer agent a continuing 
hardship exemption from the electronic filing requirement under Rule 
202 of Regulation S-T if the transfer agent demonstrates that the 
electronic filing requirement would cause it undue burden or expense. A 
transfer agent that was granted such an exemption would continue to 
file the forms in paper and thus would not be economically impacted by 
the electronic filing requirement.
    The Commission encourages the submission of written comments with 
respect to any aspect of the IRFA. Comments should specify costs of 
compliance with the proposed amendments. For purposes of the Small 
Business Regulatory Enforcement Fairness Act of 1996,\49\ the 
Commission is also requesting information regarding the potential 
impact of the proposed rule on the economy on an annual basis. 
Commenters should provide empirical data to support their views.
---------------------------------------------------------------------------

    \49\ Pub. L. 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

IX. Statutory Basis and Text of the Proposed Amendments

    The amendments to Regulation S-T under the Securities Act of 1933, 
Rule 17Ac2-1, Rule 17Ac2-2, and Rule 17Ac3-1, and Forms TA-1, TA-2, and 
TA-W under the Act are being proposed pursuant to Section 19(a) of the 
Securities Act and Sections 17, 17A, and 23(a) of the Act.

Text of Proposed Rule Amendments

List of Subjects in 17 CFR Parts 232, 239, 240, 249, 249b, 269, and 
274

    Reporting and recordkeeping requirements, Securities.

Text of Amendment

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is proposed to be amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    1. The general authority citation for part 232 is revised to read 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 80a-8, 80a-29, 80a-
30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.

* * * * *
    2. Amend Sec.  232.101 by:
    a. Removing the word ``and'' at the end of paragraph (a)(1)(x);
    b. Removing the period at the end of paragraph (a)(1)(xi) and 
adding ``; and''; and
    c. Adding paragraph (a)(1)(xii).
    The addition reads as follows.


Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (xii) Form TA-1 (Sec.  249.100 of this chapter), Form TA-2 (Sec.  
249.102 of this chapter), and Form TA-W (Sec.  249.101 of this 
chapter).
* * * * *
    3. Revise Sec.  232.104 paragraph (a) to read as follows.


Sec.  232.104  Unofficial PDF copies included in an electronic 
submission.

    (a) An electronic submission, other than a Form 3 (Sec.  249.103 of 
this chapter), a Form 4 (Sec.  249.104 of this chapter), a Form 5 
(Sec.  249.105 of this chapter), a Form ID (Sec. Sec.  239.63, 249.446, 
269.7 and 274.402 of this chapter), a Form TA-1 (Sec.  249.100 of this 
chapter), a Form TA-2 (Sec.  249.102 of this chapter), or a Form TA-W 
(Sec.  249.101 of this chapter), may include one unofficial PDF copy of 
each electronic document contained within that submission, tagged in 
the format required by the EDGAR Filer Manual.
* * * * *
    4. Section 232.201 is amended by revising the introductory text of 
paragraph (a) to read as follows.


Sec.  232.201  Temporary hardship exemption.

    (a) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
electronic filing other than a Form 3 (Sec.  249.103 of this chapter), 
a Form 4 (Sec.  249.104 of this chapter), a Form 5 (Sec.  249.105 of 
this chapter), a Form ID (Sec. Sec.  239.63, 249.446, 269.7 and 274.402 
of this chapter), a Form TA-1 (Sec.  249.100 of this chapter), a Form 
TA-2 (Sec.  249.102 of this chapter), or a Form TA-W (Sec.  249.101 of 
this chapter), the electronic filer may file the subject filing, under 
cover of Form TH (Sec. Sec.  239.65, 249.447, 269.10 and 274.404 of 
this chapter), in paper format no later than one business day after the 
date on which the filing was to be made.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    5. The general authority citation for part 239 is revised to read 
as follows.

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 78mm, 
80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-
29, 80a-30, and 80-37, unless otherwise noted.

* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    6. The general authority citation for part 240 is revised to read 
as follows.

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll(d), 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-
4, 80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise 
noted.

* * * * *
    7. Amend Sec.  240.17Ac2-1 by:
    a. Revising paragraph (c);
    b. Redesignating paragraph (d) as paragraph (e); and
    c. Adding new paragraph (d).
    The revision and addition reads as follows.


Sec.  240.17Ac2-1  Application for registration of transfer agents.

* * * * *

[[Page 53504]]

    (c) If any of the information reported on Form TA-1 (Sec.  249b.100 
of this chapter) becomes inaccurate, misleading, or incomplete, the 
registrant shall correct the information by filing an amendment within 
sixty days following the date on which the information becomes 
inaccurate, misleading, or incomplete.
    (d) Every registration and amendment filed pursuant to this section 
shall be filed with the Commission electronically in the Commission's 
EDGAR system. Transfer agents should refer to Form TA-1 and the 
instructions to the form (Sec.  249b.100 of this chapter) and to the 
EDGAR Filer Manual (Sec.  232.301 of this chapter) for the technical 
requirements and instructions for electronic filing. Transfer agents 
that have previously filed a Form TA-1 with the Commission must refile 
the information on their Form TA-1, as amended, in electronic format in 
EDGAR as an amended Form TA-1.
* * * * *
    8. Amend Sec.  240.17Ac2-2 by:
    a. Adding two sentences to the end of the introductory text of 
paragraph (a); and
    b. Revising paragraph (c).
    The addition and revision reads as follows.


Sec.  240.17Ac2-2  Annual reporting requirement for registered transfer 
agents.

    (a) * * * A transfer agent may file an amendment to Form TA-2 
pursuant to the instructions on the form to correct information that 
has become inaccurate, incomplete, or misleading. A transfer agent may 
file an amendment at any time; however, in order to be timely filed, 
all required portions of the form must be completed and filed in 
accordance with this section and the instructions to the form by the 
date the form is required to be filed with the Commission.
* * * * *
    (c) Every annual report and amendment filed pursuant to this 
section shall be filed with the Commission electronically in the 
Commission's EDGAR system. Transfer agents should refer to Form TA-2 
and the instructions to the form (Sec.  249b.102 of this chapter) and 
the EDGAR Filer Manual (Sec.  232.301 of this chapter) for further 
information regarding electronic filing. Every registered transfer 
agent must file an electronic Form TA-1 with the Commission, or an 
electronic amendment to its Form TA-1 if the transfer agent previously 
filed a paper Form TA-1 with the Commission, before it may file an 
electronic Form TA-2 or Form TA-W with the Commission.
    9. Amend Sec.  240.17Ac3-1 by:
    a. Removing the authority citations at the end of the section;
    b. Removing from paragraph (a) and the first sentence of paragraph 
(b) the term ``17A(c)(3)(C)'' and in its place adding ``17A(c)(4)'';
    c. Removing from paragraph (b) the term ``17A(c)(3)(A)'' and in its 
place adding ``17A(c)(3)'';
    d. Redesignating paragraph (c) as paragraph (d); and
    e. Adding new paragraph (c).
    The addition reads as follows.


Sec.  240.17Ac3-1  Withdrawal from registration with the Commission.

* * * * *
    (c) Every withdrawal from registration filed pursuant to this 
section shall be filed with the Commission electronically in the 
Commission's EDGAR system. Transfer agents should refer to Form TA-W 
and the instructions to the form (Sec.  249b.101 of this chapter) and 
the EDGAR Filer Manual (Sec.  232.301 of this chapter) for further 
information regarding electronic filing.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    10. The authority citation for Part 249 continues to read in part 
as follows.

    Authority: 15 U.S.C. 78a et seq., and 7201 et seq.; and 18 
U.S.C. 1350, unless otherwise noted.

* * * * *

PART 249b--FURTHER FORMS, SECURITIES EXCHANGE ACT OF 1934

    11. The authority citation for Part 249b continues to read in part 
as follows.

    Authority: 15 U.S.C. 78a et seq., unless otherwise noted.

* * * * *
    12. Form TA-1 (referenced in Sec.  249b.100), Form TA-W (referenced 
in Sec.  249b.101), and Form TA-2 (referenced in Sec.  249b.102) are 
revised to read as set forth in the attached Appendices B, C, and D.

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

    13. The authority citation for Part 269 continues to read as 
follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, 78ll(d), unless otherwise noted.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    14. The authority citation for Part 274 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.
* * * * *
    15. Form ID (referenced in Sec.  239.63, Sec.  249.446, Sec.  
269.7, and Sec.  274.402) is revised as set forth in Appendix A.

    Dated: August 24, 2006.
    By the Commission.
Nancy M. Morris,
Secretary.

    Note: The following Appendices A, B, C, and D will not appear in 
the Code of Federal Regulations.


BILLING CODE 8010-01-P

[[Page 53505]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.000


[[Page 53506]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.001


[[Page 53507]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.002


[[Page 53508]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.003


[[Page 53509]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.004


[[Page 53510]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.005


[[Page 53511]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.006


[[Page 53512]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.007


[[Page 53513]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.008


[[Page 53514]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.009


[[Page 53515]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.010


[[Page 53516]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.011


[[Page 53517]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.012


[[Page 53518]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.013


[[Page 53519]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.014


[[Page 53520]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.015


[[Page 53521]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.016


[[Page 53522]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.017


[[Page 53523]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.018


[[Page 53524]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.019


[[Page 53525]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.020


[[Page 53526]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.021

BILLING CODE 8010-01-C

UNITED STATES

Securities and Exchange Commission

Washington, DC 20549

Instructions for Use of Form TA-1

Application for Registration and Amendment to Registration as a 
Transfer Agent Pursuant to Section 17A of the Securities Exchange Act 
of 1934

    ATTENTION: This electronic Form TA-1 is to be filed only by SEC 
registrants. All other registrants file Form TA-1 in paper format with 
their Appropriate Regulatory Authority and should obtain the form from 
such authority.
    Certain sections of the Securities Exchange Act of 1934 applicable 
to transfer agents are referenced or summarized below. Registrants 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-1.

    A. Terms and Abbreviations. The following terms and abbreviations 
are used throughout these instructions:
    1. ``Act'' refers to the Securities Exchange Act of 1934.
    2. ``ARA'' refers to the appropriate regulatory agency, as defined 
in Section 3(a)(34)(B) of the Act. See General Instruction D below.
    3. ``Form TA-1'' is the Form filed as a registration and includes 
the Form and any attachments to that Form.
    4. ``Registrant'' refers to the entity on whose behalf Form TA-1 is 
filed.
    5. ``SEC'' or ``Commission'' refers to the U.S. Securities and 
Exchange Commission.
    6. ``Transfer agent'' is defined in Section 3(a)(25) of the Act as 
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.
    7. ``Independent, Non-Issuer Transfer Agent'' refers to an entity 
which acts as a transfer agent for other than its own securities or 
securities of an affiliate.
    8. ``Regulation S-T'' is the SEC's regulation containing the rules 
related to filing electronic documents in EDGAR. 17 CFR 232 et seq.
    9. ``EDGAR'' (Electronic Data Gathering, Analysis, and Retrieval) 
is the computer system for the receipt, acceptance, review, and 
dissemination of documents submitted to the Commission in electronic 
format.
    10. ``EDGAR Filer Manual'' is the manual prepared by the SEC 
setting out the technical format requirements for an electronic 
submission to EDGAR.
    11. ``EDGARLite'' is an application in EDGAR that registrants may 
use to create the electronic Form TA-1 for submission to EDGAR.
    B. Who Must File. Pursuant to Section 17A(c)(1) of the Act, it is 
unlawful for a transfer agent to perform any transfer agent function 
with respect to any qualifying security unless that transfer agent is 
registered with its ARA. A qualifying security is any security 
registered under Section 12 of the Act. Thus, qualifying securities 
include securities registered on a national securities exchange 
pursuant to Section 12(b) of the Act as well as equity securities 
registered pursuant to Section 12(g)(1) of the Act for issuers that 
have total assets exceeding $3,000,000 and a class of equity securities 
(other than

[[Page 53527]]

exempted securities) held of record by 500 or more persons. In 
addition, qualifying securities include equity securities of registered 
investment companies and certain insurance companies that would be 
required to be registered under Section 12(g) except for the exemptions 
provided by paragraphs (g)(2)(B) and (g)(2)(G), respectively, of 
Section 12, i.e., when the asset and shareholder criteria of Section 
12(g)(1)(B) are met.
    C. When to File. Before a transfer agent may perform any transfer 
agent function for a qualifying security, it must apply for 
registration on Form TA-1 with its ARA and its registration must become 
effective. Instructions for amending Form TA-1 appear at General 
Instruction H.
    D. How to File. Registrants file electronically in EDGAR. 
Registrants should refer to the EDGAR Filer Manual, which is available 
on the SEC's Web site, www.sec.gov, for the instructions for preparing 
forms in EDGARLite<SUP>TM</SUP> and filing forms in EDGAR as well as 
for the computer hardware and software requirements for electronic 
filing. A Form TA-1 or an amended Form TA-1 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. Registrants 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-1. A registrant that wishes to include a cover 
letter or other correspondence may do so by including the document as 
an attachment to the Form.
    E. EDGAR Access. Before registrants may prepare the Form in 
EDGARLite or file the Form in EDGAR they must apply for access to 
EDGAR. Registrants should refer to the EDGAR Filer Manual, Volume I 
(General Instructions) for information on accessing EDGAR.
    F. Records. Each registrant must keep an exact copy of any filing 
for its records. Registrants should refer to 17 CFR 240.17Ad-6 and 
240.17Ad-7 for information regarding the recordkeeping rules for 
transfer agents.
    G. Effective Date. Registration of a transfer agent becomes 
effective thirty days after receipt by the ARA of the application for 
registration unless the filing does not comply with applicable 
requirements or the ARA takes affirmative action to accelerate, deny, 
or postpone registration in accordance with the provisions of Section 
17A(c) of the Act.
    H. Amending Registration. Each registrant must amend Form TA-1 
within sixty calendar days following the date on which information 
reported therein becomes inaccurate, incomplete, or misleading.
    1. Registrants amend Form TA-1 by selecting the submission type 
``Amendment'' on Form TA-1.
    2. All fields that are required to be completed on the registrant's 
Form TA-1 must be completed on the amended Form TA-1. The transfer 
agent may use a saved electronic version of a previously filed Form TA-
1 or amended Form TA-1 as a template for the amended filing and create 
the amended form by revising the responses for which the information 
has become inaccurate, incomplete, or misleading. (For instructions on 
using a saved form as a template for an amended filing, registrants 
should refer to the EDGAR Filer Manual.)

II. Special Instructions for Filing and Amending Form TA-1.

    A. Electronic Filing. Beginning [effective date of the proposed 
rule], all transfer agent forms (Form TA-1, Form TA-2, and Form TA-W) 
filed with the SEC must be filed electronically in 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 any other transfer agent form from 
such transfer agents until they 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. Registrants should refer to Rule 202 of Regulation S-T, 17 CFR 
232.202, and the SEC's Web site, http://www.sec.gov, for information on 
applying for a hardship exemption.
    C. Registration. Registrants must provide full and complete 
responses in the appropriate format.
    1. Information relating to electronic filing. As an EDGAR filer, a 
registrant is required to provide the following:
    a. Whether the form is a ``live'' or ``test'' filing submission;
    b. Whether the registrant would like a Return Copy of the filing;
    c. The registrant's CIK;
    d. The registrant's CCC;
    e. The contact e-mail address for the registrant; and
    f. The notification e-mail address(es) for the registrant regarding 
the status of the submission.
    Detailed instructions regarding the above are provided in the EDGAR 
Filer Manual, Volume I (General Requirements). A registrant that is 
granted a continuing hardship exemption from electronic filing pursuant 
to Rule 202 of Regulation S-T, 17 CFR 232.202, need only to provide its 
CIK.
    2. In answering Question 3.b. of Form TA-1, the term Financial 
Industry Number Standard (FINS number) means a six digit number 
assigned by The Depository Trust Company (DTC) upon request to 
financial institutions engaged in activities involving securities. 
Registrants that do not have a FINS number may obtain one by requesting 
it following the steps described on the DTC Web site (http://www.dtc.org).
    3. State in Question 3.c. the full address of the registrant's 
principal office where transfer agent activities are, or will be, 
performed; a post office box number is not acceptable. State in 
response to Question 3.d. the registrant's mailing address if different 
from the response to Question 3.c. You may provide a post office box 
number in response to Question 3.d.
    4. For the purpose of answering Question 5, a transfer agent is an 
affiliate of, or affiliated with, a person, if the transfer agent 
directly, or indirectly through one or more intermediaries, controls, 
or is controlled by, or is under common control with, that person.
    5. In answering Questions 6 and 7, a ``named transfer agent'' is a 
transfer agent engaged by the issuer to perform transfer agent 
functions for an issue of securities. There may be more than one named 
transfer agent for a given security issue (e.g., principal transfer 
agent, co-transfer agent or outside registrar).
    D. Questions 8 through 10. Only independent, non-issuer registrants 
are required to complete Questions 8 through 10.
    E. Execution of Form TA-1 and Amendments Thereto. A duly authorized 
official or a principal of the registrant must execute Form TA-1 and 
any amendments thereto on behalf of that registrant. For a corporate 
registrant, the term official includes the chairman or vice-chairman of 
the board of directors, the chairman of the executive committee, or any 
officer of the corporation who is authorized by the corporation to sign 
Form TA-1 on its behalf. For a non-corporate registrant, duly 
authorized principal means a principal of the registrant who is 
authorized to sign Form TA-1 on its

[[Page 53528]]

behalf. The official or principal of the registrant shall execute Form 
TA-1 by providing an electronic signature pursuant to Rule 301, 
Signatures, of Regulation S-T, 17 CFR 232.301. The official or 
principal of the registrant 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 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.
    By executing Form TA-1, the registrant agrees and consents that 
notice of any proceeding under the Act by the SEC involving the 
registrant may be given by sending such notice by registered or 
certified mail to the registrant, ``Attention Officer in Charge of 
Transfer Agent Activities,'' at its principal office for transfer agent 
activities as given in response to Question 3.c. of Form TA-1.

III. Notice

    Under Sections 17, 17A(c) and 23(a) of the Act and the rules and 
regulations thereunder, the SEC is authorized to solicit from 
applicants for registration as a transfer agent and from registered 
transfer agents the information required to be supplied by Form TA-1. 
Disclosure to the SEC of the information requested in Form TA-1 is a 
prerequisite to the processing of Form TA-1. The information will be 
used for the principal purpose of determining whether the SEC should 
permit an application for registration to become effective or should 
deny, accelerate or postpone registration of an applicant. The 
information supplied herein may also be used for all routine uses of 
the SEC. Information supplied on this Form will be included routinely 
in the public files of the SEC and will be available for inspection by 
any interested person.

BILLING CODE 8010-01-P

[[Page 53529]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.022


[[Page 53530]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.023


[[Page 53531]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.024


[[Page 53532]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.025


[[Page 53533]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.026

BILLING CODE 8010-01-C

Securities and Exchange Commission

Instructions for Use of Form TA-W

Notice of Withdrawal From Registration as a Transfer Agent Pursuant to 
Section 17A of the Securities Exchange Act of 1934

    ATTENTION: This electronic Form TA-W is to be filed only by SEC 
registrants. All other registrants withdraw from registration as a 
transfer agent with their appropriate regulatory authority and should 
obtain instructions on withdrawal from registration as a transfer agent 
from such authority.
    Certain sections of the Securities Exchange Act of 1934 applicable 
to transfer agents are referenced or summarized below. Registrants 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 Form TA-W

    A. Terms and Abbreviations. The following terms and abbreviations 
are used throughout these instructions:
    1. ``Act'' refers to the Securities Exchange Act of 1934.
    2. ``ARA'' refers to the appropriate regulatory agency, as defined 
in Section 3(a)(34)(B) of the Act. See General Instruction D below.
    3. ``Form TA-1'' is the Form filed as a registration and includes 
the Form and any attachments to that Form.
    4. ``Registrant'' refers to the entity on whose behalf Form TA-1 is 
filed.
    5. ``SEC'' or ``Commission'' refers to the U.S. Securities and 
Exchange Commission.
    6. ``Transfer agent'' is defined in Section 3(a)(25) of the Act as 
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.
    7. ``Independent, Non-Issuer Transfer Agent'' refers to an entity 
which acts as a transfer agent for other than its own securities or 
securities of an affiliate.
    8. ``Regulation S-T'' is the SEC's regulation containing the rules 
related to filing electronic documents in EDGAR. 17 CFR 232 et seq.
    9. ``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 to the Commission in electronic format.
    10. ``EDGAR Filer Manual,'' is the manual prepared by the SEC 
setting out the technical format requirements for an electronic 
submission to EDGAR.
    11. ``EDGARLite'' is an application in EDGAR that registrants may 
use to create the electronic Form TA-W for submission to EDGAR.
    B. Who Must File. Pursuant to Section 17A(c)(4)(B) of the Act, a 
registered transfer agent may, upon such terms and conditions as the 
ARA for such transfer agent deems necessary or appropriate in the 
public interest, for the protection of investors, or in furtherance of 
the purposes of Section 17A the Act,

[[Page 53534]]

withdraw from registration by filing a written notice of withdrawal 
with such ARA.
    C. When to File. Before a registrant may withdraw from registration 
as a transfer agent, it must file a notice of withdrawal from 
registration as a transfer agent with the Commission on Form TA-W.
    D. How to File. Registrants file electronically in EDGAR. 
Registrants may prepare the Form using EDGARLite and should refer to 
the EDGAR Filer Manual, which is available on the SEC's Web site at 
http://www.sec.gov for instructions for preparing and submitting 
electronic forms as well as for the technical requirements for filing 
in EDGAR. A Form TA-W 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.
    Registrants 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-W.
    E. Records. Each registrant must keep an exact copy of any filing 
for its records. Registrants should refer to 17 CFR 240.17Ad-6 and 
240.17Ad-7 for information regarding the recordkeeping rules for 
transfer agents.
    F. Effective Date. In accordance with the rules adopted by the 
Commission, notice to withdraw from registration filed by a transfer 
agent shall become effective on the 60th day after the filing thereof 
with the Commission or within such shorter period of time as the 
Commission may determine. If a notice to withdraw from registration is 
filed with the Commission any time subsequent to the date of issuance 
of an order instituting proceedings pursuant to Section 17A(c)(3)(A), 
or if prior to the effective date of the notice of withdrawal the 
Commission institutes such a proceeding or a proceeding to impose terms 
and conditions upon such withdrawal, the notice of withdrawal shall not 
become effective except at such time and upon such terms and conditions 
as the Commission deems necessary or appropriate in the public 
interest, for the protection of investors, or in furtherance of the 
purposes of Section 17A.

II. Special Instructions for Filing Form TA-W

    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 in EDGAR.
    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. Registrants should refer to Rule 202 of Regulation 
S-T, 17 CFR 232.202, and to the SEC's Web site, http://www.sec.gov, for 
information on applying for a hardship exemption.
    C. Withdrawal from Registration. Registrants must provide full and 
complete responses in the appropriate format.
    1. Information relating to electronic filing. As EDGAR filers, 
registrants are required to provide the following:
    a. Whether the Form is a ``live'' or ``test'' filing submission;
    b. Whether the registrant would like a Return Copy of the filing;
    c. The registrant's CIK;
    d. The registrant's CCC;
    e. The contact e-mail address for the registrant; and
    f. The notification e-mail address(es) for the registrant regarding 
the status of the submission.
    For more information regarding the above requirements see the EDGAR 
Filer Manual, Volume I (General Requirements). A registrant 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. All items on the Form must be answered in full. Individuals' 
names must be given in full.
    D. Execution of Form TA-W. A duly authorized official or a 
principal of the registrant must execute Form TA-W and any amendments 
thereto on behalf of that registrant. For a corporate registrant, the 
term official includes the chairman or vice-chairman of the board of 
directors, the chairman of the executive committee, or any officer of 
the corporation who is authorized by the corporation to sign Form TA-W 
on its behalf. For a non-corporate registrant, duly authorized 
principal means a principal of the registrant who is authorized to sign 
Form TA-W on its behalf.
    The official or principal of the registrant shall execute Form TA-1 
by providing an electronic signature pursuant to Rule 302, Signatures, 
of Regulation S-T, 17 CFR 232.302. The official or principal of the 
registrant 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 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.
    By executing Form TA-W, the registrant agrees and consents that 
notice of any proceeding under the Act by the SEC involving the 
registrant may be given by sending such notice by registered or 
certified mail to the registrant, ``Attention Officer in Charge of 
Transfer Agent Activities,'' at its principal office for transfer agent 
activities as given in response to Question 3.c. of Form TA-1.

III. Notice

    Under Sections 17, 17A(c) and (23)(a) of the Act and the rules and 
regulations thereunder, the Commission is authorized to solicit from 
registered transfer agents the information required to be supplied by 
this Form. Disclosure to the Commission of the information requested in 
Form TA-W is a prerequisite to the processing of a notice of withdrawal 
of registration as a transfer agent. The information will be used for 
the principal purpose of enabling the Commission to determine whether 
it is necessary or appropriate in the public interest, for the 
protection of investors, or in furtherance of the purposes of Section 
17A of the Act that the withdrawal be denied, postponed or subject to 
specific terms and conditions. Information supplied on this Form will 
be included routinely in the public files of the Commission and will be 
available for inspection by any interested person.

BILLING CODE 8010-01-P

[[Page 53535]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.027


[[Page 53536]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.028


[[Page 53537]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.029


[[Page 53538]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.030


[[Page 53539]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.031


[[Page 53540]]


[GRAPHIC] [TIFF OMITTED] TP11SE06.032

BILLING CODE 8010-01-C

UNITED STATES

Securities and Exchange Commission

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 240.17Ad-11(a)(2), means a record difference that has existed for 
more than 30 calendar days.

[[Page 53541]]

    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.
    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), 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 registered on December 31 must file 
Form TA-2 in 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 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 http://www.sec.gov, for the technical 
instructions for preparing forms using EDGARLite<SUP>TM</SUP> 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 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 be signed at or 
before the time the electronic filing is made, shall be retained by the 
transfer

[[Page 53542]]

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

[FR Doc. 06-7269 Filed 9-8-06; 8:45 am]
BILLING CODE 8010-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>