53494 Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules 

1 17 CFR 249b.100, 101, and 102, respectively. 

2EDGAR 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. 

3The 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. 

4 17 CFR 240.17Ac2–1, 17Ac2–2, and 17Ac3–1, 

respectively. 

5 17 CFR 232 et seq. 

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. 

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 

• Use the Commission’s Internet 

comment form http:// www.sec.gov/ 

rules/proposed.shtml; or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number S7–14–06 on the subject line; 

or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov). Follow the 

instructions for submitting comments. 

Paper Comments 

• 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’’)TM, 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. 

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 17Ac3–14

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. 

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 


rwilkins on PROD1PC61 with PROPOSALS2
Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules 53495 

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. 

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

10For more information about EDGARLink, refer 

to the EDGAR Filer Manual, Volume II. 

11 17 CFR 232.301. 

12Transfer 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.’’

13Any 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. 14https://www.onlineforms.edgarfiling.sec.gov. 

15A 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. 

785 registered transfer agents with 519 

registered with the Commission and 266 

registered with the other ARAs. 

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. 

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. 

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. 

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. 

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 InfoPathTM

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. 

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 InfoPathTM. 

Transfer agents would need to have MS 

InfoPathTM installed on their computers 

in order to use EDGARLite. 

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 


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53496 Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules 

16An ASCII document is an electronic text 

document that has contents limited to American 

Standard Code for Information Interchange 

(‘‘ASCII’’) characters. 17 CFR 232.11. 

17Third party software developers may also use 

the technical specifications to create a software 

product to compete with or enhance the EDGARLite 

application. 

18A 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. 

20Transfer 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. 

22 17 CFR 232.101(a). 

23 17 CFR 232.104(a). 

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 InfoPathTM was 

the only product currently available that 

is suitable for EDGARLite. The 

Professional Enterprise Edition of 

Microsoft Office includes MS 

InfoPath.TM Purchased separately, MS 

InfoPathTM 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 InfoPathTM software. 

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. 

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. 

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. 

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 


rwilkins on PROD1PC61 with PROPOSALS2
Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules 53497 

24 17 CFR 232.201. 

25 17 CFR 240.17Ac2–2(a). 

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. 

28Pub. L. 100–181 (S 1452), § 322(3), 101 Stat 

1249, December 4, 1987. 

29Securities Exchange Act Release No. 42892 

(June 2, 2000), 65 FR 36602 (June 9, 2000). 

30See EDGAR Filer Manual, Volume I (General 

Information). 

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. 

32Filers 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. 

structured, easy to read document for 

public dissemination. 

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. 

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. 

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. 

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. 

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

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

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

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 


rwilkins on PROD1PC61 with PROPOSALS2
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33Securities Exchange Act Release No. 23084 

(March 27, 1986), 51 FR 12124 (April 9, 1986). 

34 17 CFR 239.63. 

35Transfer 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. 

36 44 U.S.C. 3501 et seq. 

37The 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. 

(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.’’

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-thebox 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

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

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 


rwilkins on PROD1PC61 with PROPOSALS2
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38Based 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.) 

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 


rwilkins on PROD1PC61 with PROPOSALS2
53500 Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules 

hours for Form TA–1 and 532 hours for 

Form TA–2. 

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 InfoPathTM 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 InfoPathTM software is 

approximately $200; however, if the 

transfer agent has already purchased 

Microsoft Office 2000 Professional 

Enterprise EditionTM it will not need to 

purchase MS InfoPath.TM 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 

EDGARLiteTM 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 

InfopathTM 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 


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39The 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. 40See note 15. 

41 15 U.S.C. 78c(f). 

42 15 U.S.C. 78w(a)(2). 

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

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 

InfoPathTM software necessary to 

construct forms in EDGARLite. Transfer 

agents that have purchased Microsoft 

Office 2000 Professional Enterprise 

EditionTM have MS InfoPathTM included 

as part of their operating system; 

however, most of these transfer agents 

are not familiar with MS InfoPathTM 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 InfoPathTM, 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 

InfoPathTM 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 InfoPathTM and 

training personnel to use the EDGAR 

system and EDGARLite. The EDGARLite 

application is designed to be easy to use 

and the MS InfoPathTM software is a 

relatively low-cost software package that 

is readily available. The EDGAR Filer 

Manual would provide instructions for 

installing MS InfoPathTM 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

Alternatively, transfer agents or a 

third party could prepare the forms 

without MS InfoPathTM 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.TM 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. 

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 InfoPathTM

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 InfoPathTM 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. 

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. 

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 


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44See note 15. 

45 5 U.S.C. 603(a). 

46 5 U.S.C. 605(b). 

47 17 CFR 240.0–10(h). 

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,TM 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

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. 

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. 

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. 


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48See note 15. 

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

As an alternative to creating the 

electronic forms in EDGARLite, which 

would require the filer to purchase MS 

InfoPathTM 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. 

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 InfopathTM 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. 

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 § 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. 

§ 232.101 Mandated electronic 

submissions and exceptions. 

(a) * * * 

(1) * * * 

(xii) Form TA–1 (§ 249.100 of this 

chapter), Form TA–2 (§ 249.102 of this 

chapter), and Form TA–W (§ 249.101 of 

this chapter). 

* * * * * 

3. Revise § 232.104 paragraph (a) to 

read as follows. 

§ 232.104 Unofficial PDF copies included 

in an electronic submission. 

(a) An electronic submission, other 

than a Form 3 (§ 249.103 of this 

chapter), a Form 4 (§ 249.104 of this 

chapter), a Form 5 (§ 249.105 of this 

chapter), a Form ID (§§ 239.63, 249.446, 

269.7 and 274.402 of this chapter), a 

Form TA–1 (§ 249.100 of this chapter), 

a Form TA–2 (§ 249.102 of this chapter), 

or a Form TA–W (§ 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. 

§ 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 (§ 249.103 of this 

chapter), a Form 4 (§ 249.104 of this 

chapter), a Form 5 (§ 249.105 of this 

chapter), a Form ID (§§ 239.63, 249.446, 

269.7 and 274.402 of this chapter), a 

Form TA–1 (§ 249.100 of this chapter), 

a Form TA–2 (§ 249.102 of this chapter), 

or a Form TA–W (§ 249.101 of this 

chapter), the electronic filer may file the 

subject filing, under cover of Form TH 

(§§ 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 § 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. 

§ 240.17Ac2–1 Application for registration 

of transfer agents. 

* * * * * 


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(c) If any of the information reported 

on Form TA–1 (§ 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 (§ 249b.100 of this chapter) 

and to the EDGAR Filer Manual 

(§ 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 § 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. 

§ 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 (§ 249b.102 

of this chapter) and the EDGAR Filer 

Manual (§ 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 § 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. 

§ 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 (§ 249b.101 of 

this chapter) and the EDGAR Filer 

Manual (§ 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 

§ 249b.100), Form TA–W (referenced in 

§ 249b.101), and Form TA–2 (referenced 

in § 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 § 239.63, 

§ 249.446, § 269.7, and § 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 


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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 


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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 

EDGARLiteTM 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, cotransfer 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 

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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. 

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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, 


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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. 

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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. 


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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 resent 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 

EDGARLiteTM and for filing on EDGAR 

as well as for the computer hardware 

and software requirements. 

Transfer agents that are granted a 

hardship exemption from electronic 

filing under Rule 202 of Regulation ST, 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 


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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 


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