74698 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 

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

3Securities Exchange Act Release No. 54356 

(August 24, 2006), 71 FR 53494 [File No. S7–14– 

06]. 

4The 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 

5 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006; Loren K. Hanson, Director, 

Investor Relations, Otter Tail Corporation, dated 

August 31, 2006; Loren K. Hanson, Assistant 

Secretary, Otter Tail Corporation, dated October 4, 

2006; Angie Orr, Senior Legal Assistant, American 

Century Services, LLC, dated October 19, 2006; 

Diane M. Butler, Director of Transfer Agency & 

International Operations, Investment Company 

Institute, dated October 26, 2006; and Christeena G. 

Naser, Senior Counsel for Regulatory and Trust 

Affairs, American Banker Association, dated 

November 2, 2006. 

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. 34–54864; File No. S7–14–06] 

RIN 3235–AJ68 

Electronic Filing of Transfer Agent 

Forms 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’) is 

adopting amendments to 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 

will be filed on the Commission’s 

EDGAR database in XML format and 

will be accessible to Commission staff 

and the public for search and retrieval. 

The amendments will 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: Effective Date: January 11, 2007. 

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 

On September 11, 2006, the 

Commission published a proposed 

rulemaking in the Federal Register 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’’)2 system.3 The Commission 

has 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.4 Transfer agents will not be 

required to use the EDGARLite 

application to prepare the forms, 

although it is likely that most will 

choose to do so. 

An electronic filing system for 

transfer agent forms will streamline the 

filing process, improve the 

Commission’s ability to register and 

monitor transfer agents, and facilitate 

the retrieval and public dissemination 

of the data collected on the forms. The 

purpose of the amendments is to change 

the manner in which the forms are 

submitted to the Commission; the 

substance of the information reported 

will not change. We are adopting the 

amendments to the rules and forms to 

implement the new filing system and to 

require that Forms TA–1, TA–2, and 

TA–W be filed electronically. To 

comply with an electronic filing 

requirement, transfer agents will need to 

have a computer that meets the system 

requirements in the EDGAR Filer 

Manual and Internet access and a web 

browser to download the forms from an 

EDGAR Web site and transmit the 

completed forms. Transfer agents will 

also have to apply for and obtain access 

to EDGAR prior to filing the forms 

electronically in EDGAR. 

We received six comments from five 

commenters.5 One commenter strongly 

supported the proposal. Three of the 

commenters objected to the proposal on 

the grounds that an electronic filing 

requirement would be more 

burdensome than the current 

requirement that the forms be filed in 

paper format. Two commenters 

suggested we make minor changes or 

clarifications to Form TA–2. For the 

reasons discussed below, we are 

adopting the amendments substantially 

as proposed. 

II. Background 

A. Transfer Agent Forms 

Section 17A(c)(1) of the Act requires 

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 

785 registered transfer agents, of which 

519 are registered with the Commission 

and 266 are 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 


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Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 74699 

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. 

10An ASCII document is an electronic text 

document that has contents limited to American 

Standard Code for Information Interchange 

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

11Third party software developers may also use 

the technical specifications to create a software 

product to compete with or enhance the EDGARLite 

application. 

12 17 CFR 232.301. 

13Transfer agents may download the latest 

version of the Filer Manual from the Commission’s 

Web site http://www.sec.gov under the section 

‘‘Information for EDGAR Filers.’’

14http://www.sec.gov/info/edgar/ 

edmanuals95_d.htm 

15Any 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. 

16A paper copy version of the forms and 

instructions will 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. 

17 17 CFR 232.202. 

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 threemonth 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 

the 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 electronic filing system for 

transfer agent forms will be beneficial 

for transfer agents, investors, and the 

Commission. Under the new electronic 

filing requirement, each answer 

provided by the transfer agent will be 

formatted as an XML data tag. XML is 

a widely used text format that allows for 

the flexible use and exchange of data. 

The Commission designed the 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 uses form 

templates created by the Commission 

with a commercial ‘‘off the shelf’’

software package, MS InfoPath.TM

Transfer agents would need to have MS 

InfoPathTM installed on their computers 

in order to use EDGARLite. 

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.10 This is a permissible means of 

filing because the amendments require 

only that the information reported on 

the forms be submitted in the electronic 

format set forth in the EDGAR Filer 

Manual and do not require that transfer 

agents use EDGARLite. Preparing XML 

data tags in ASCII text language would 

require some technical expertise on the 

part of the filer, however, and the 

Commission expects that most transfer 

agents would choose to purchase the 

software and prepare the forms using 

EDGARLite.11 As another alternative, 

transfer agents could hire a third party 

to prepare and submit the electronic 

forms for them; however, this filing 

method would likely cost the transfer 

agent more than purchasing the MS 

InfoPath TM software. 

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,12 provides 

the instructions and technical 

requirements for submitting filings to 

EDGAR. In preparation for electronic 

filing, transfer agents should review 

Regulation S–T and the relevant 

portions of the EDGAR Filer Manual, 

Volume I (General Information).13 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. 

The Commission has drafted a new 

section of Volume II (EDGAR Filing) of 

the EDGAR Filer Manual which 

provides detailed instructions for 

preparing forms using EDGARLite. The 

updates to Volume II have not yet been 

adopted; however, the Commission, has 

posted a draft on its Web site 14 so that 

filers and other third parties may review 

and comment on the draft section. Any 

EDGAR Filer Manual draft is subject to 

Commission approval and may be 

revised prior to approval or not 

approved at all.15 The new section will 

be adopted and effective prior to the 

January 1, 2007 effective date of these 

amendments. 

The Commission is amending 

Regulation S–T, Rules 17Ac2–1, 17Ac2–

2, and 17Ac3–1, and Form TA–1, Form 

TA–2, and Form TA–W to mandate that 

all transfer agent forms filed with the 

Commission be filed in electronic 

format.16 However, transfer agents that 

believe filing in electronic format is 

unduly burdensome will be able to 

apply for a continuing hardship 

exemption from the electronic filing 

requirement pursuant to Rule 202 of 

Regulation S–T.17 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. 

For the first year of electronic filing 

only, transfer agents that are registered 

with the Commission will be required to 


jlentini on PROD1PC65 with RULES5
74700 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 

18Transfer 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. 

19 Instruction I.D. to Form TA–1. 

20 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006; Loren K. Hanson, Director, 

Investor Relations, Otter Tail Corporation, dated 

August 31, 2006; Loren K. Hanson, Assistant 

Secretary, Otter Tail Corporation, dated October 4, 

2006; Angie Orr, Senior Legal Assistant, American 

Century Services, LLC, dated October 19, 2006; 

Diane M. Butler, Director of Transfer Agency & 

International Operations, Investment Company 

Institute, dated October 26, 2006; and Christeena G. 

Naser, Senior Counsel for Regulatory and Trust 

Affairs, American Banker Association, dated 

November 2, 2006. 

21 Diane M. Butler, Director of Transfer Agency & 

International Operations, Investment Company 

Institute, dated October 26, 2006. 

22 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006; Loren K. Hanson, Director, 

Investor Relations, Otter Tail Corporation, dated 

August 31, 2006; Loren K. Hanson, Assistant 

Secretary, Otter Tail Corporation, dated October 4, 

2006; and Christeena G. Naser, Senior Counsel for 

Regulatory and Trust Affairs, American Banker 

Association, dated November 2, 2006. 

23Christeena G. Naser, Senior Counsel for 

Regulatory and Trust Affairs, American Banker 

Association, dated November 2, 2006. 

24 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006. 

25Loren K. Hanson, Assistant Secretary, Otter 

Tail Corporation, dated October 4, 2006 and 

Christeena G. Naser, Senior Counsel for Regulatory 

and Trust Affairs, American Banker Association, 

dated November 2, 2006. 

26Christeena G. Naser, Senior Counsel for 

Regulatory and Trust Affairs, American Banker 

Association, dated November 2, 2006. 

file an amended Form TA–1 before they 

file a Form TA–2.18 By so requiring, the 

Commission will 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 will make the 

data previously reported on the paper 

form readily available electronically 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 

will 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,19 they should have all the 

information necessary to complete and 

electronically file an amended Form 

TA–1. 

The amendments will be effective 

January 11, 2007. Accordingly, 

registered transfer agents should be 

prepared to file their Forms TA–2 for 

the 2006 reporting period, which are 

due to be filed by March 31, 2007, and 

an amended Form TA–1 for those 

transfer agents registered with the 

Commission, electronically on EDGAR. 

III. Amendments 

The amendments 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–

W 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 amendments 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 

require transfer agents to file their forms 

according to the instructions on the 

forms and in the EDGAR Filer Manual. 

Although the amendments to Rules 

17Ac2–1, 17Ac2–2, and 17Ac3–1 

mandate electronic filing, transfer 

agents will still be able to apply for a 

hardship exemption under Rule 202 of 

Regulation S–T which would allow 

them to continue to file the forms in 

paper format. The Commission will 

review each application on a case by 

case basis and in its discretion may 

grant an exemption if the transfer agent 

is able to show that electronic filing is 

unduly burdensome and that granting 

the exemption would benefit the public 

interest and protection of investors. 

Because transfer agents cannot rely on 

receiving a hardship exemption, we 

recommend that all transfer agents 

review the system requirements and 

EDGAR Filer Manual and be prepared to 

submit the forms on EDGAR. 

The Commission received six 

comment letters on the proposal from 

five commenters.20 One commenter 

strongly supports the proposal 21 and 

three of the commenters oppose the 

proposal on the grounds that it requires 

computer software and systems as well 

as experience with EDGAR that the 

transfer agent or its staff may not have.22

The fifth commenter requested changes 

that relate only to Form TA–2 which is 

discussed in Section III.D. of this 

release.23 The commenters who object 

to the proposal stated that the expense 

of meeting the new requirement 

competitively disadvantages small 

transfer agents and that these transfer 

agents should not have to bear the 

expense of a proposal which they 

believe serves primarily to benefit the 

Commission. One commenter stated that 

the public does not have any need to 

access the information reported on the 

transfer agent forms because transfer 

agents are not public companies and do 

not solicit investments and that a person 

interested in obtaining such information 

may acquire it directly from the transfer 

agent.24 This filer also suggested that 

electronic filing be optional and not 

mandatory. Two of the commenters also 

stated that although they find electronic 

filing on EDGAR to be burdensome, a 

PDF attachment or an internet based 

form that does not require special 

software would be feasible.25 One 

commenter also expressed concerns 

about necessary software upgrades and 

any associated costs.26

The Commission is very sensitive to 

the cost concerns of small transfer 

agents. The EDGARLite program was 

designed to keep the costs to filers low 

and, while electronic filing may require 

EDGAR skills and computer systems 

that all transfer agents do not currently 

have, we believe any costs transfer 

agents may be required to incur are 

reasonable. The amendments to 

mandate electronic filing are necessary 

to ensure that the information reported 

by transfer agents is complete, accurate, 

and stored in a single, centralized 

database and that the information is 

publicly available in an easily 

searchable format. To achieve this goal, 

electronic submissions must be 

formatted as XML data tags and 

submitted on EDGAR. Forms submitted 

as PDF attachments are not usable for 

analytical tools such as data aggregation, 

statistical analysis, and report 

generation. The Commission designed 

EDGARLite to utilize commercial 

software because it was the most costefficient way to allow information 

reported on a relatively small number of 

forms to be filed on 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 or 

for the Commission to develop more 

than one electronic filing system for 

transfer agent forms. The Commission 

considered the costs of the commercial 

software very carefully and chose 

software that we believed would best 

meet our needs for the EDGARLite 

functionality, including ease of use and 

data validation, and that we believed 

would be affordable for all filers. There 

may occasionally be upgrades to the 


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Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 74701 

27 17 CFR 232.101(a). 

28 17 CFR 232.104(a). 

29 17 CFR 232.201. 

30 17 CFR 240.17Ac2–2(a). 

31 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). 

32 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. 

33Securities Exchange Act Release No. 42892 

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

software; however, transfer agents 

would only have to purchase upgraded 

software if the Commission makes 

changes to the EDGARLite application 

that use the features of the upgraded 

version of the software. Transfer agents 

who have not filed on EDGAR before 

will have to train staff to file the transfer 

agent forms on EDGAR; however, the 

EDGAR Filer Manual provides detailed 

instructions for each step of the filing 

process. Transfer agents will also have 

the option of applying for a continuing 

hardship exemption under Rule 202 of 

Regulation S–T to file in paper format 

if they believe the electronic filing 

requirement would cause them undue 

burden or expense. 

For these reasons, we believe that any 

additional costs the electronic filing 

requirement may impose on transfer 

agents are necessary and reasonable in 

order to improve and modernize the 

Commission’s filing program for transfer 

agent forms. Furthermore, we believe 

that the proposal benefits the investing 

public and transfer agents and not just 

to the Commission. Transfer agents act 

as the agents of issuers of securities and 

oversee such functions as stock transfers 

and dividend payments. With respect to 

the comment that the public does not 

need access to the information on the 

forms, we note that the Commission 

frequently receives requests for transfer 

agent data from issuers, who may be 

interested in hiring a transfer agent, and 

from investors, who may be seeking to 

contact the transfer agent or who want 

assurance that the transfer agent is 

registered and is current in all its filings 

with the Commission. Additionally, 

electronic filing will substantially 

improve the Commission’s ability to 

monitor and regulate transfer agent 

activities. This benefit to the 

Commission will benefit the investing 

public as a whole because it will help 

to ensure that transfer agents are 

registered and are operating in 

conformance with the requirements 

under Section 17A of the Act. 

For these reasons, we are adopting the 

amendments to Rules 17Ac2–1, 17Ac2–

2, and 17Ac3–1 to require electronic 

filing substantially as proposed. 

B. Amendments to Regulation S–T 

The Commission proposed to amend 

Regulation S–T to mandate the 

submission of the transfer agent forms 

in electronic format and to exclude the 

transfer agent forms from the 

applicability of Rule 104, and Rule 201. 

The Commission did not receive any 

comments on the proposed amendments 

to Regulation S–T and we are adopting 

them as proposed. 

1. Rule 101(a), Mandated Electronic 

Submissions 

Rule 101(a) of Regulation S–T lists the 

filings that must be submitted to the 

Commission in electronic format.27 The 

Commission is amending 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.28

The purpose of this rule is to allow 

filers to provide a copy of their 

submission in a format that creates a 

structured, easy to read document for 

public dissemination. 

The electronic transfer agent forms are 

easy to read in the format in which they 

are submitted, and it will be 

unnecessary to have a PDF version of 

the forms submitted. Additionally, we 

do not believe transfer agents will find 

any need to submit an unofficial copy 

of their filings in PDF format. Therefore, 

the Commission is amending Rule 

104(a) to prohibit filers from including 

an unofficial PDF copy of Form TA–1, 

Form TA–2, or Form TA–3 in an 

electronic submission. 

3. Rule 201, Temporary Hardship 

Exemption 

Rule 201 of Regulation S-T provides 

procedures for 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.29 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 31.30 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 typically would 

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.31 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.32 Accordingly, the 

Commission is amending Rule 201(a) to 

exclude the transfer agent forms from 

the applicability of Rule 201. 

C. Miscellaneous Amendments 

The Commission proposed 

miscellaneous amendments to Rules 

17Ac2–1, 17A2–2, and 17Ac3–1 to 

remove outdated information. We did 

not receive any comments on the 

proposed amendments and are adopting 

them as proposed. 

1. Revision to Rule 17Ac2–1 

The amendments will integrate the 

SEC Supplement to Form TA–1 into the 

body of the form as Questions 8 through 

10. As a result, there will no longer be 

a separate SEC Supplement. 

Consequently, the Commission is 

deleting the reference in Rule 17Ac2–1 

to the SEC Supplement. 

2. Deletion of Paragraph (c) in Rule 

17Ac2–2 

Paragraph (c) was added to Rule 

17Ac2–2 as an amendment in June 

2000.33 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 removing 

it from the rule. 

3. 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 


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34Pub. L. 100–181 (S 1452), § 322(3), 101 Stat 

1249, December 4, 1987. 

35 Diane M. Butler, Director of Transfer Agency & 

International Operations, Investment Company 

Institute, dated October 26, 2006; and Christeena G. 

Naser, Senior Counsel for Regulatory and Trust 

Affairs, American Banker Association, dated 

November 2, 2006. 

36The changes to Questions 8(c) and 9(a) of Form 

TA–2 will be made in the EDGAR Release 

scheduled for February 2007. 

37 Diane M. Butler, Director of Transfer Agency & 

International Operations, Investment Company 

Institute, dated October 26, 2006. 

38See EDGAR Filer Manual, Volume I (General 

Information). 

39 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 must be 

furnished to the Commission or its staff upon 

request. 

40Filers can view the blank form in its entirety 

by checking the box at the top of the form that 

expands the form to show all fields. Filers can also 

print the blank form using this mechanism. 

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).34 The Commission is 

amending Rule 17Ac3–1 to reflect the 

change. 

D. Amendments to Form TA–1, Form 

TA–2, and Form TA–W 

The Commission proposed a number 

of amendments to the forms and 

instructions to reflect the requirement 

that they be submitted to EDGAR in 

electronic format and to amend 

outdated requests for information. We 

received two comment letters requesting 

that we make a minor changes or 

clarifications to Form TA–2.35 Both 

commenters requested a change to 

Questions 8(c) and 9(a) in Form TA–2 

to allow a ‘‘Not Applicable’’ response. 

Questions 8(c) and 9(a) currently allow 

only a ‘‘Yes’’ or ‘‘No’’ response and the 

commenter stated that there are some 

cases where a ‘‘Not Applicable’’

response is appropriate. After reviewing 

Questions 8(c) and 9(a), we have 

determined that the change is 

appropriate and will have it made to the 

form.36 One commenter also asked two 

interpretative questions with respect to 

Questions 4(a) and 10(a) of Form 

TA–2.37 That commenter asked if 

Question 4(a), which requests the 

number of items received for transfer 

during the reported period, should 

include transfers of ownership (e.g., a 

transfer from an individual to a trust) 

involving open-end fund shares. After 

reviewing the comment we have 

determined that such transfers of 

ownership should be disclosed in 

Question 4(a). The commenter also 

asked if Question 10(a), which requests 

the number of open-end investment 

company transactions processed, should 

include ownership changes (e.g., 

individual to trust). After reviewing the 

comment we have determined that such 

ownership changes should be disclosed 

in Question 10(a) as transactions 

processed. 

We are adopting the amendments to 

the forms and instructions substantially 

as proposed. Listed below is a summary 

of the amendments. 

1. Amendments to All Forms and 

Instructions 

The Commission is making the 

following amendments to Forms 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.38

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.39

The amendments to the forms and 

instructions will also include 

nonsubstantive format changes that are 

related to electronic filing using the 

EDGARLite templates. Such format 

changes 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 are 

designated as required fields, radio 

buttons that limit the filer to specific 

answers to a question, and hidden data 

fields for questions that are not 

applicable to the filer.40 Filers that 

submit the information reported on the 

forms without using EDGARLite will 

not be affected by these amendments. 

2. Amendments to Form TA–1 and 

Instructions 

i. The instructions are 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 is added to allow the 

transfer agent to designate a filing as an 

amended filing. The instructions are 

amended to reflect this feature. 

iii. Question 2, ‘‘Filing Status,’’ is 

deleted because the question is moved 

to the top section of the form. 

iv. Question 6, ‘‘Service Companies 

Engaged by the Filer,’’ is amended to 

request the file number of the service 

company. The purpose of this 

amendment is to enable the Commission 

or other interested parties to confirm the 

identity of the service company engaged 

by the filer. 

v. Question 7, ‘‘Filer Engaged as a 

Service Company by a Named Transfer 

Agent,’’ is amended to request the file 

number of the named transfer agent. The 

purpose of this amendment is to enable 

the Commission or other interested 

parties to confirm the identity of the 

named transfer agent. 

vi. Form TA–1 Supplement, ‘‘Control 

Person Information’’ for Corporations 

(Schedule A), Partnerships (Schedule 

B), and Other Entities (Schedule C), is 

integrated into the form as Questions 8 

through 10. 

vii. Form TA–1 Supplement, ‘‘Control 

Person Information,’’ is amended to 

delete Schedule D because Schedule D 

is a blank sheet that provides additional 

space for responses and is not 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) currently requests the 

social security number of control 

persons. We are amending this question 

to delete the request for the social 

security number 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), is 

amended to delete the ADD, AMEND, 

and DELETE Columns. Transfer agents 

will 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, 

currently provides that the Financial 

Industry Number Standard (‘‘FINS’’) 

number assigned by The Depository 

Trust Company (‘‘DTC’’) may be 

obtained free of charge by submitting a 

request to DTC’s New York city mailing 

address. We are amending this 

instruction to reflect that the FINS 

number is now provided through DTC’s 


jlentini on PROD1PC65 with RULES5
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41Securities Exchange Act Release No. 23084 

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

42 17 CFR 239.63, 249.446, 269.7, and 274.402. 43Transfer 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. 44U.S.C. 3501 et seq. 45Publication and submission were in accordance 

with 44 U.S.C. 3507(d) and 5 CFR 1320.1. 

Web site http://www.dtc.org for a 

nominal fee. 

xi. Instruction II.A.4, the instruction 

regarding marking items as deleted is 

removed because the DELETE Column 

in the TA–1 Supplement has been 

removed. 

xii. Instruction II.B, Amending 

Registration, is 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, is deleted 

because the supplement has been 

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,’’ is 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 is being made to 

Instruction II.B. 

ii. The response ‘‘Not Applicable’’

will be added to Questions 8(c) and 9(a) 

because, in response to requests from 

commenters, the Commission has 

determined that for some transfer agents 

a ‘‘Yes’’ or ‘‘No’’ response is not 

appropriate. iii. A feature is added to allow the 

transfer agent to designate a filing as an 

amended filing. The instructions are 

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’’ is deleted because the 

Commission no longer uses the term. ii. Questions 9 and 10. The reference 

to Schedule B on Form TA–1 is deleted 

because Form TA–1 was previously 

amended and Schedule B no longer 

requires the referenced information.41

Accordingly, the phrase ‘‘each issue 

shown on Schedule B of registrants 

Form TA–1, as amended,’’ is 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)’’ is revised to 

‘‘Section 17A(c)(4)(B).’’

5. Amendment to Form ID 

The Commission proposed to amend 

Form ID, Uniform Application for 

Access Codes to File on EDGAR, to add 

‘‘transfer agent’’ to the check-the-box list 

of applicant types (the form currently 

has boxes for ‘‘filer,’’ ‘‘filing agent,’’

‘‘trainer,’’ or ‘‘individual’’).42 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).43

The Commission did not receive any 

comments to the proposed amendments 

to Form ID and is adopting them as 

proposed. 

IV. Paperwork Reduction Act 

Certain provisions of the amendments 

to the rules and forms contain 

‘‘collection of information 

requirements’’ within the meaning of 

the Paperwork Reduction Act of 1995.44

We published a notice requesting 

comment on the collection of 

information requirements in the 

proposing release and submitted these 

requirements to the Office of 

Management and Budget (‘‘OMB’’) for 

review.45 These requests are pending 

before the OMB. When we receive OMB 

clearance, we will publish notice in the 

Federal Register. We did not receive 

any comments on the Paperwork 

Reduction Act analysis contained in the 

proposing release. 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 amendments 

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 and is used by the 

public to locate, research, and confirm 

the registration of transfer agents. 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 

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 amendments modify an existing 

collection of information by changing 

the format of a required filing from 

paper to electronic format and modify 

the text of the forms and the 

instructions to the forms to conform to 

the electronic filing requirement. 

The Commission does not estimate 

that the hour burdens for Form TA–1, 

Form TA–2, and Form TA–W will 

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. We estimate that the one time burden 

associated with electronic filing of 

transfer agent forms is 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 


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74704 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 

46Based 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. 

47 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006; Loren K. Hanson, Director, 

Investor Relations, Otter Tail Corporation, dated 

August 31, 2006; and Loren K. Hanson, Assistant 

Secretary, Otter Tail Corporation, dated October 4, 

2006. 

48 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006. 

49 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006. 

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. 

Additionally, we believe that the 

estimated hour burden for Form TA–1 

will increase for the first year of 

electronic filing because the 

amendments 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 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. We estimate that 

each transfer agent that is required to 

refile the information on Form TA–1 

wouls need approximately two hours to 

do so, for an increase to the total burden 

for the first year of 1,038 hours. 

In sum, we estimate that the 

amendments will increase the collection 

of information hour burden for Form 

TA–1 by a total of 2,076 hours and for 

Form TA–2 of a total of 532 hours for 

the first electronic filing only.46 After 

the first electronic filing, the estimated 

burden will return to its current level. 

V. Costs and Benefits of the Proposed 

Rulemaking 

The Commission is sensitive to the 

costs and benefits of our rule 

implementing an electronic filing 

system for transfer agent forms. We 

believe that the amendments will 

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 

amendments will result in certain costs 

to most transfer agents because they 

may need to purchase computer 

software and possibly hardware and 

will need to train personnel to create 

forms in the EDGARLiteTM application 

and to file the forms on EDGAR. The 

Commission received three comment 

letters which discuss the costs and 

benefits of the proposal.47 These 

commenters believed the benefits of the 

proposal are mainly to the Commission 

and that the costs of the proposal to 

small transfer agents are too high. One 

commenter also stated that the 

information on the forms does not need 

to be disseminated on EDGAR because 

the public does not have use for the 

information reported on the forms.48

A. Benefits 

An electronic filing system will 

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 will 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 will help to ensure that 

transfer agents fill the forms out 

completely and in the appropriate 

format. It will also provide transfer 

agents with e-mail notification that a 

form has been accepted or suspended by 

the Commission. 

The rule will benefit the public 

because it will 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 will be updated 

immediately upon the receipt of new 

filings and will help the Commission 

identify delinquent filers. It will also 

allow for analytic tools such as data 

aggregation, statistical analysis, and 

report generation. Additionally, the 

information will be disseminated as 

submitted by filers so there will be no 

risk of transcription error as there is 

with information that is submitted in 

hardcopy and manually entered into the 

database. 

The Commission received one 

comment letter that discusses the 

benefits of the proposal. The commenter 

stated that it believes the proposal will 

not be beneficial to any entity other than 

the Commission.49 First, the commenter 

stated that much of the investing public 

does not have an interest in transfer 

agent data and that the few people who 

would like the data can request it 

directly from the transfer agents 

themselves. Second, the commenter 

stated that electronic filing will cause a 

lot of expense and labor for the transfer 

agents but will only benefit the 

Commission. The commenter 

recommended that electronic filing 

should therefore be optional and not 

mandatory. 

While we appreciate the commenter’s 

concerns, we believe that the proposal 

does benefit the investing public and 

transfer agents. Transfer agents act as 

the agents of issuers of securities and 

oversee such functions as stock transfers 

and dividend payments. We frequently 

receive requests for transfer agent data 

from issuers, who may be interested in 

hiring a transfer agent, and from 

investors, who may be seeking to 

contact the transfer agent or who want 

assurance that the transfer agent is 

registered and is current in all its filings 

with the Commission. Additionally, 

although electronic filing will 

substantially improve the Commission’s 

ability to monitor and regulate transfer 

agent activities, this benefit to the 

Commission will benefit the investing 

public as a whole because it will help 

to ensure that they are registered and are 

operating in conformance with the 

requirements under Section 17A of the 

Act. 

B. Costs 

Transfer agents will incur initial and 

ongoing costs with respect to the 

electronic filing system. The 

Commission believes that most of the 

cost burden will be in terms of initial 

costs and will be in terms of using the 

electronic filing system. The 

Commission does not believe that 

transfer agents will 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 will incur additional costs 

with respect to completing the forms 

because they will 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 

can submit their annual report on Form 

TA–2. 

In order to file electronic transfer 

agent forms in EDGAR, transfer agents 

will need the computer system 

requirements necessary to access 

EDGAR and will have to train personnel 


jlentini on PROD1PC65 with RULES5
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50The 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. 

51See note 10. 

52 Kevin Kopaunik, Fidelity Transfer Company, 

dated August 31, 2006; Loren K. Hanson, Director, 

Investor Relations, Otter Tail Corporation, dated 

August 31, 2006; Loren K. Hanson, Assistant 

Secretary, Otter Tail Corporation, dated October 4, 

2006; and Christeena G. Naser, Senior Counsel for 

Regulatory and Trust Affairs, American Banker 

Association, dated November 2, 2006. 

53Loren K. Hanson, Assistant Secretary, Otter 

Tail Corporation, dated October 4, 2006. 

54 15 U.S.C. 78c(f). 

55 15 U.S.C. 78w(a)(2). 

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 will 

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 staff 

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 

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 will 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 believes that the cost to 

transfer agents of the electronic filing 

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 will provide instructions for 

installing MS InfoPathTM and for using 

EDGARLite. Based on this, the 

Commission believes that any training 

for personnel with respect to electronic 

filing will be two hours for each 

registered transfer agent. Additionally, 

the Commission believes that transfer 

agents registered with the Commission 

will require an additional two hours to 

refile the information on Form TA–1 as 

an amended Form TA–1. The 

Commission believes a cost of $31.50 

per hour and that the total labor cost to 

the transfer agent industry for 

complying with the proposed 

amendments will be $98,910.50

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 will be available on 

the Commission s public Web site.51

The Commission will 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. Transfer agents could 

also hire a third party filer to prepare 

and submit the forms on their behalf 

using MS InfoPathTM. 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 believes that transfer 

agents will incur a small amount of 

ongoing costs with respect to the 

amendments, such as purchasing 

upgrades to MS InfoPathTM software 

and maintaining access to the Internet. 

Additionally, transfer agents will 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. 

The Commission received four 

comment letters from three commenters 

that discussed the costs of the 

proposal.52 The commenters stated that 

the proposal requires skills and 

computer software that they do not have 

and could require additional software 

upgrades. One commenter stated that 

small in-house transfer agents cannot 

pass their expenses on to investors and 

that any additional expenses, such as 

the one in the current proposal, could 

lead them to outsource their functions 

to large, commercial transfer agents.53

The Commission is aware that the 

proposal will impose some level of cost 

on many transfer agents and that those 

transfer agents that are small entities 

may be more affected than other transfer 

agents. Therefore, we are allowing 

transfer agents to apply for a hardship 

exemption under Rule 202 of Regulation 

S–T. This would allow them to continue 

to file the forms in paper format. The 

Commission will review each 

application on a case by case basis and 

in its discretion may grant an exemption 

if it determines that electronic filing is 

unduly burdensome and that granting 

the exemption is appropriate and 

consistent with the public interest and 

protection of investors. 

VI. Consideration of the Burden on 

Competition, Promotion of Efficiency, 

and Capital Formation 

Section 3(f) of the Act 54 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 55 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: (1) 

Countersigning such securities upon 

issuance; (2) monitoring the issuance of 

such securities with a view to 

preventing unauthorized issuance, a 

function commonly performed by a 

person called a registrar; (3) registering 

the transfer of such securities; (4) 

exchanging or converting such 


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56 15 U.S.C. 78c(a)(25). 

57See note 10. 

58Loren K. Hanson, Assistant Secretary, Otter 

Tail Corporation, dated October 4, 2006. 

59 5 U.S.C. 603(a). 

60Loren K. Hanson, Assistant Secretary, Otter 

Tail Corporation, dated October 4, 2006 and 

Christeena G. Naser, Senior Counsel for Regulatory 

and Trust Affairs, American Banker Association, 

dated November 2, 2006. 

61Christeena G. Naser, Senior Counsel for 

Regulatory and Trust Affairs, American Banker 

Association, dated November 2, 2006. 

securities; and (5) transferring record 

ownership of securities by bookkeeping 

entry without physical issuance of 

securities certificates.56 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. 

Non-bank 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 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 to the forms will 

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 uses form templates 

with a commercial off-the-shelf software 

package, MS InfoPathTM, to allow filers 

to easily complete electronic forms for 

submission to the Commission. 

However, filers will not be required to 

use EDGARLite and could submit the 

information reported on the forms to the 

Commission in ASCII text characters.57

An electronic filing system will 

eliminate the burdens associated with 

the paper forms and the possibility of 

the forms being lost or misdirected. The 

EDGARLite application will perform 

data validation checks, which will help 

to ensure that transfer agents fill the 

forms out completely and in the 

appropriate format. It will also provide 

transfer agents with e-mail notification 

that a form has been accepted or 

suspended by the Commission. 

Accordingly, the implementation of the 

electronic filing system should promote 

efficiency. The electronic filing system 

should also promote accuracy because 

the information reported on the forms 

will be submitted in electronic format 

by transfer agents so there will be no 

risk of transcription error as there is 

with information that is submitted in 

hardcopy and is manually entered into 

EDGAR or another Commission 

database. The amendments will 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 will be able to 

comply with an electronic filing 

requirement without difficulty; 

however, the amendments will allow 

transfer agents to apply for a continuing 

hardship exemption under Rule 202 of 

Regulation S–T if the electronic filing 

requirement would cause undue burden 

or cost and the Commission determines 

that such exemption is appropriate and 

consistent with the public interest and 

the protection of investors. As a result, 

the amendments are not expected to 

adversely impact a transfer agent’s 

ability to file transfer agent forms and, 

accordingly, likely will not have an 

adverse impact on competition. The 

amendments are not expected to affect 

the operations of transfer agents and 

will not materially change the 

information that is required to be 

reported to the Commission on the 

forms. The amendments will change the 

filing method of the forms from paper 

format to electronic format. 

Accordingly, the amendments are not 

expected to have an impact on capital 

formation. 

We received one comment letter that 

stated the proposal could have an 

adverse impact on competition because 

the expense of meeting the electronic 

filing requirement could lead in-house 

transfer agents, which cannot pass 

regulatory expenses on to issuer clients, 

to outsource their functions to large, 

commercial transfer agents.58 While we 

appreciate the commenter’s concerns, 

we do not believe the costs to transfer 

agents as a result of the proposal will 

rise to that level. Additionally, as noted 

above, transfer agents may apply for a 

hardship exemption under Rule 202 of 

Regulation S–T which would allow 

them to continue filing in paper format. 

VII. Final Regulatory Flexibility 

Analysis 

The Commission has prepared a Final 

Regulatory Flexibility Analysis 

(‘‘FRFA’’) pursuant to the Regulatory 

Flexibility Act 59 regarding the 

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. 

A. Need for the Amendments 

The Commission receives over a 

thousand transfer agent forms year. An 

electronic filing system will eliminate 

the burdens associated with paper forms 

and streamline the filing process. It will 

help to ensure that transfer agents fill 

the forms out completely and in the 

appropriate format. It will also provide 

transfer agents with email notification 

that a form has been accepted or 

suspended by the Commission. 

B. Significant Issues Raised by Public 

Comment 

The Initial Regulatory Flexibility Act 

Analysis (‘‘IRFA’’) appeared in the 

proposing release. We requested 

comment on any aspect of the IRFA and 

we received two comment letters from 

persons who object to the amendments 

because the expense of meeting an 

electronic filing requirement 

competitively disadvantages small 

transfer agents.60 These commenters 

also stated that although they find 

electronic filing on EDGAR to be 

burdensome, a PDF attachment or an 

internet based form that does not 

require special software would be 

feasible. One commenter also expressed 

concerns about necessary software 

upgrades and any associated costs.61

The Commission is very sensitive to 

the cost concerns of small transfer 

agents. The EDGARLite program was 

designed to keep the costs to filers low 

and, while electronic filing may require 

EDGAR skills and computer systems 

that all transfer agents do not currently 

have, we believe any costs transfer 

agents may be required to incur are 

reasonable. The amendments to 

mandate electronic filing are necessary 

to ensure that the information reported 

by transfer agents is complete, accurate, 

and stored in a single, centralized 

database and that the information is 

publicly available in an easily 

searchable format. To achieve this goal, 

electronic submissions must be 

formatted as XML data tags and 

submitted on EDGAR. Forms submitted 

as PDF attachments are not usable for 

analytical tools such as data aggregation, 

statistical analysis, and report 

generation. The Commission designed 

EDGARLite to utilize commercial 

software because it was the most costefficient way to allow information 

reported on a relatively small number of 

forms to be filed on 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 or 

for the Commission to develop more 

than one electronic filing system for 

transfer agent forms. The Commission 

considered the costs of the commercial 

software very carefully and chose 

software that we believed would best 

meet our needs for the EDGARLite 


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62 17 CFR 240.0–10(h). 

63See note 10. 

64 15 U.S.C. 77s(a). 

65 15 U.S.C. 78m(a). 

66 15 U.S.C. 78w(a). 

67 15 U.S.C. 78ll. 

functionality, including ease of use and 

data validation, and that we believed 

would be affordable for all filers. There 

may occasionally be upgrades to the 

software; however, transfer agents 

would only have to purchase upgraded 

software if the Commission makes 

changes to the EDGARLite application 

that use the features of the upgraded 

version of the software. Transfer agents 

who have not filed on EDGAR before 

will have to train staff to file the transfer 

agent forms on EDGAR; however, the 

EDGAR Filer Manual provides detailed 

instructions for each step of the filing 

process. Transfer agents will also have 

the option of applying for a continuing 

hardship exemption under Rule 202 of 

Regulation S–T to file in paper format 

if they believe the electronic filing 

requirement would cause them undue 

burden or expense. 

For these reasons, we believe that any 

additional costs the electronic filing 

requirement may impose on transfer 

agents are necessary and reasonable in 

order to improve and modernize the 

Commission’s filing program for transfer 

agent forms. 

C. Small Entities Subject to the 

Amendments 

The FRFA also discusses the effect of 

the proposal on transfer agents that are 

small entities under Rule 0–10(h) under 

the Act.62 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; (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. 

D. Projected Reporting, Recordkeeping, 

and Other Compliance Requirements 

The amendments 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 on EDGAR. 

The amendments also amend Form ID, 

Uniform Application for Access Codes 

to File on EDGAR, to add ‘‘transfer 

agent’’ to the check-the-box list of 

applicant types (the form currently has 

boxes for ‘‘filer,’’ ‘‘filing agent,’’

‘‘trainer,’’ or ‘‘individual’’). Transfer 

agents are expected, but not required, to 

complete the electronic forms by using 

the EDGARLite application. All transfer 

agents filing electronically will need 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 will have to file an 

amended Form TA–1 electronically, of 

which approximately 170 are small 

entities within the definition in Rule 

0–10. The FRFA states that the 

incremental burden on all ‘‘small 

entities’’ is approximately 960 hours 

and $30,240 for all entities. The FRFA 

also states that the proposed 

amendments will 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. 

E. Agency Action To Minimize Effect on 

Small Entities 

The FRFA 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 

Forms 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. 

As an alternative to creating the 

electronic forms in EDGARLite, which 

requires the filer to purchase MS 

InfoPath TM software, transfer agents or 

a third party can prepare the forms 

outside of EDGARLite by creating an 

XML tagged version of the filing as an 

ASCII document using technical 

specifications that will be available on 

the Commission’s public Web site.63 It 

should be noted that this filing method 

requires some technical expertise on the 

part of the filer and the Commission 

does not anticipate that transfer agents 

or third parties will find it worth the 

cost savings to develop the transfer 

agent forms outside of EDGARLite. 

The Commission also considered 

whether entities can 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 will 

be free to use a public facility if the 

facility has the necessary computer 

system requirements. Additionally, 

filers can prepare their filings by 

creating an ASCII document as 

described above, which should be 

possible on many public computer 

service facilities. 

Finally, the Commission can 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 and the Commission 

determines that a grant of the exemption 

is appropriate and consistent with the 

public interest and the protection of 

investors. 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. 

VIII. Statutory Basis and Text of the 

Amendments 

We are adopting the amendments to 

Regulation S–T and Form ID under the 

authority in Section 19(a) 64 of the 

Securities Act of 1933, Sections 13(a),65

23(a),66 and 35A 67 of the Exchange Act, 


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68 15 U.S.C. 77sss. 

69 15 U.S.C. 80a–29. 

70 15 U.S.C. 80a–37. 

71 15 U.S.C. 78q. 

72 15 U.S.C. 78q–1(c). 

Section 319 68 of the Trust Indenture Act 

of 1939, and Sections 30 69 and 38 70 of 

the Investment Company Act of 1940. 

We are adopting the amendments to 

Rule 17Ac2–1, Rule 17Ac2–2, and Rule 

17Ac3–1, and to Forms TA–1, TA–2, 

and TA–W under the authority in 

Section 19(a) of the Securities Act and 

Sections 17(a),71 17A(c),72 23(a), and 

35A of the Act. 

Text Rule Amendments 

List of Subjects in 17 CFR Parts 232, 

239, 240, 249, 249b, 269, and 274 

Reporting and recordkeeping 

requirements, Securities. 

■ In accordance with the foregoing, 

Title 17, Chapter II of the Code of 

Federal Regulations is 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 in its place 

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, 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. 

* * * * * 

(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 


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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: December 4, 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 8011–01–P 


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BILLING CODE 8011–01–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 including 

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 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. 


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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 TM 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 

responding ‘‘Yes’’ to Question 1(e). 

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; and 

e. The contact e-mail address for the 

registrant; 

f. The notification e-mail address(es) for 

the registrant regarding the status of the 

submission. 

Detailed instructions regarding the above 

are provided in the EDGAR Filer Manual, 

Volume I (General Requirements). A 

registrant that is granted a continuing 

hardship exemption from electronic filing 

pursuant to Rule 202 of Regulation S–T, 17 

CFR 232.202, need only to provide its CIK. 

2. In answering Question 3.b. of Form TA–

1, the term Financial Industry Number 

Standard (FINS number) means a six digit 

number assigned by The Depository Trust 

Company (DTC) upon request to financial 

institutions engaged in activities involving 

securities. Registrants that do not have a 

FINS number may obtain one by requesting 

it following the steps described on the DTC 

Web site (http://www.dtc.org). 

3. State in Question 3.c. the full address of 

the registrant’s principal office where transfer 

agent activities are, or will be, performed; a 

post office box number is not acceptable. 

State in response to Question 3.d. the 

registrant’s mailing address if different from 

the response to Question 3.c. You may 

provide a post office box number in response 

to Question 3.d. 

4. For the purpose of answering Question 

5, a transfer agent is an affiliate of, or 

affiliated with, a person, if the transfer agent 

directly, or indirectly through one or more 

intermediaries, controls, or is controlled by, 

or is under common control with, that 

person. 

5. In answering Questions 6 and 7, a 

‘‘named transfer agent’’ is a transfer agent 

engaged by the issuer to perform transfer 

agent functions for an issue of securities. 

There may be more than one named transfer 

agent for a given security issue (e.g., 

principal transfer agent, co-transfer agent or 

outside registrar). 

D. Questions 8 through 10. Only 

independent, non-issuer registrants are 

required to complete Questions 8 through 10. 

E. Execution of Form TA–1 and 

Amendments Thereto. A duly authorized 

official or a principal of the registrant must 

execute Form TA–1 and any amendments 

thereto on behalf of that registrant. For a 

corporate registrant, the term official 

includes the chairman or vice-chairman of 

the board of directors, the chairman of the 

executive committee, or any officer of the 

corporation who is authorized by the 

corporation to sign Form TA–1 on its behalf. 

For a non-corporate registrant, duly 

authorized principal means a principal of the 

registrant who is authorized to sign Form 

TA–1 on its behalf. The official or principal 

of the registrant shall execute Form TA–1 by 

providing an electronic signature pursuant to 

Rule 301, Signatures, of Regulation S–T, 17 

CFR 232.301. The official or principal of the 

registrant must provide his or her full name 

in typed format in the signature box of the 

form and must manually sign a signature 

page or other document authenticating, 

acknowledging, or otherwise adopting his or 

her signature that appears in typed form 

within the electronic filing. The signature 

page or other such document shall be signed 

at or before the time the electronic filing is 

made, shall be retained by the transfer agent 

for a period of five years, and shall be made 

available to the Commission or its staff upon 

request. 

By executing Form TA–1, the registrant 

agrees and consents that notice of any 

proceeding under the Act by the SEC 

involving the registrant may be given by 

sending such notice by registered or certified 

mail to the registrant, ‘‘Attention Officer in 

Charge of Transfer Agent Activities,’’ at its 

principal office for transfer agent activities as 

given in response to Question 3.c. of Form 

TA–1. 

III. Notice 

Under Sections 17, 17A(c) and 23(a) of the 

Act and the rules and regulations thereunder, 

the SEC is authorized to solicit from 

applicants for registration as a transfer agent 

and from registered transfer agents the 

information required to be supplied by Form 

TA–1. Disclosure to the SEC of the 

information requested in Form TA–1 is a 

prerequisite to the processing of Form TA–

1. The information will be used for the 

principal purpose of determining whether 

the SEC should permit an application for 

registration to become effective or should 

deny, accelerate or postpone registration of 

an applicant. The information supplied 

herein may also be used for all routine uses 

of the SEC. Information supplied on this 

Form will be included routinely in the public 

files of the SEC and will be available for 

inspection by any interested person. 

BILLING CODE 8011–01–P 


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BILLING CODE 8011–01–C 

UNITED STATES 

Securities and Exchange Commission 

Washington, D.C. 20549 

FORM TA–W 

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, 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 


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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 January 11, 

2007, 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 vicechairman 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–W 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 8011–01–C 

UNITED STATES 

Securities and Exchange Commission 

Washington, DC 20549 

Instructions for Use of Form TA–2 

Form for Reporting Transfer Agent Activities 

Pursuant to Section 17A of the Securities 

Exchange Act of 1934 

ATTENTION: All transfer agents, whether 

they are registered with the SEC or with 

another regulatory authority, must file an 

annual report on Form TA–2 in electronic 

format with the SEC. 

Certain sections of the Securities Exchange 

Act of 1934 applicable to transfer agents are 

referenced below. Transfer agents are urged 

to review all applicable provisions of the 

Securities Exchange Act of 1934, the 

Securities Act of 1933, and the Investment 

Company Act of 1940, as well as the 

applicable rules promulgated by the SEC 

under those Acts. 

I. General Instructions for Filing and 

Amending Form TA–2 

A. Terms and Abbreviations. The following 

terms and abbreviations are used throughout 

these instructions: 

1. Act means the Securities Exchange Act 

of 1934, 15 U.S.C. 78a et seq. 

2. Aged record difference, as defined in 

Rule 17Ad–11(a)(2), 17 CFR 240.17Ad–

11(a)(2), means a record difference that has 

existed for more than 30 calendar days. 

3. ARA, as defined in Section 3(a)(34)(B) of 

the Act, 15 U.S.C. 78c(a)(34)(B), means the 

appropriate regulatory agency. 

4. Direct Registration System or DRS means 

the system, as administered by The 

Depository Trust Company, that allows 

investors to hold their securities in electronic 

book-entry form directly on the books of the 

issuer or its transfer agent. 


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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 resent within one month to the lost 

securityholder, the transfer agent may deem 

the securityholder to be a lost securityholder 

as of the day the re-sent item is returned as 

undeliverable; and (ii) for whom the transfer 

agent has not received information regarding 

the securityholder’s new address. 

7. Named transfer agent, as defined in Rule 

17Ad–9(j), 17 CFR 240.17Ad–9(j), means a 

registered transfer agent that has been 

engaged by an issuer to perform transfer 

agent functions for an issue of securities but 

has engaged a service company (another 

registered transfer agent) to perform some or 

all of those functions. 

8. Record difference means any of the 

imbalances described in Rule 17Ad–9(g), 17 

CFR 240.17Ad–9(g). 

9. Reporting period means the calendar 

year ending December 31 of the year for 

which Form TA–2 is being filed. 

10. SEC or Commission means the United 

States Securities and Exchange Commission. 

11. Service company, as defined in Rule 

17Ad–9(k), 17 CFR 240.17Ad–9(k), means the 

registered transfer agent engaged by a named 

transfer agent to perform transfer agent 

functions for that named transfer agent. 

12. Transfer agent, as defined in Section 

3(a)(25) of the Act, 15 U.S.C. 78c(a)(25), 

means any person who engages on behalf of 

an issuer of securities or on behalf of itself 

as an issuer in at least one of the functions 

enumerated therein. 

13. Regulation S–T, 17 CFR 232, is the 

SEC’s regulation that sets forth the rules 

related to filing electronic documents in 

EDGAR. 

14. EDGAR, Electronic Data Gathering, 

Analysis, and Retrieval, is defined in Rule 11 

of Regulation S–T, 17 CFR 232.11, as the 

computer system for the receipt, acceptance, 

review, and dissemination of documents 

submitted in electronic format. 

15. EDGAR Filer Manual, as defined in 

Rule 11 of Regulation S–T, 17 CFR 232.11, 

is the manual prepared by the SEC setting out 

the technical format requirements for an 

electronic submission to EDGAR. 

16. EDGARLite is an EDGAR application 

described in the EDGAR Filer Manual that 

transfer agents may use to create the 

electronic Form TA–2 for submission to 

EDGAR. 

B. Who Must File; When to File. 

1. Every transfer agent that is registered on 

December 31 must file Form TA–2 in 

accordance with the instructions contained 

therein by the following March 31. Before an 

SEC registered transfer agent may file a Form 

TA–2 on EDGAR, it must have filed a Form 

TA–1 or an amended Form TA–1 on EDGAR. 

SEC transfer agents should refer to the 

instructions to 240 CFR 17Ac2–1 and Form 

TA–1 for more information. 

a. A registered transfer agent that received 

fewer than 1,000 items for transfer during the 

reporting period and that did not maintain 

master securityholder files for more than 

1,000 individual securityholder accounts as 

of December 31 of the reporting period is 

required to complete Questions 1 through 5, 

11, and the signature section of Form TA–2. 

b. A named transfer agent that engaged a 

service company to perform all of its transfer 

agent functions during the reporting period is 

required to complete Questions 1 through 3 

and the signature section of Form TA–2. 

c. A named transfer agent that engaged a 

service company to perform some but not all 

of its transfer agent functions during the 

reporting period must complete all of Form 

TA–2 but should enter zero (0) for those 

questions that relate to functions performed 

by the service company on behalf of the 

named transfer agent. 

2. The date on which any filing is actually 

received by the SEC is the transfer agent’s 

filing date provided that the filing complies 

with all applicable requirements. A Form 

TA–2 or an amended Form TA–2 which is 

not completed properly may be suspended as 

not acceptable for filing. Acceptance of this 

Form, however, does not mean that the 

Commission has found that it has been filed 

as required or that the information submitted 

therein is true, correct or complete. 

C. How to File. Transfer agents file Form 

TA–2 electronically on EDGAR. Transfer 

agents should refer to the EDGAR Filer 

Manual, which is available on the SEC’s Web 

site http://www.sec.gov, for the technical 

instructions for preparing forms using 

EDGARLiteTM and for filing on EDGAR as 

well as for the computer hardware and 

software requirements. 

Transfer agents that are granted a hardship 

exemption from electronic filing under Rule 

202 of Regulation S–T, 17 CFR 232.202, will 

be provided with instructions on how and 

where to file a paper Form TA–2. 

A transfer agent that wishes to include a 

cover letter or other correspondence may do 

so 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 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 January 11, 

2007, 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 


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74746 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 

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 nonvalue 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. 06–9600 Filed 12–11–06; 8:45 am] 

BILLING CODE 8011–01–P 


jlentini on PROD1PC65 with RULES5