OFFICE OF THE COMPTROLLER OF THE CURRENCY 

ORDER UNDER SECTION 17A OF THE SECURITIES EXCHANGE ACT OF 1934 

GRANTING EXEMPTIONS FROM SPECIFIED PROVISIONS OF THE ACT AND 

CERTAIN RULES THEREUNDER FOR NATIONAL BANKS 

Section 3(a)(34)(B) of the Securities Exchange Act of 1934 (“the Act”)(15 U.S.C. 78c(a)(34)(B)) 

lists the Comptroller of the Currency (“OCC”) as the “appropriate regulatory agency” (“ARA”) 

for transfer agents required to register under section 17A of the Act (15 U.S.C. 78q-1) if the 

transfer agent is a national bank or a bank operating under the Code of Law for the District of 

Columbia, or a subsidiary of any such bank (hereinafter “OCC-regulated transfer agents”). 

Section 9.20 of OCC regulations (12 CFR 9.20) provides that OCC-regulated transfer 

agents subject to registration under section 17A of the Act shall follow the rules adopted by the 

SEC under section 17A of the Act for registration and operational and reporting requirements, 

with references to the SEC being deemed to be references to the OCC. 

Section 17A(c)(1) of the Act (15 U.S.C. 78q-1(c)(1)) provides that the appropriate 

regulatory agency, by rule or by order, upon its own motion or upon application, may 

conditionally or unconditionally exempt any person or security or class of person or securities 

from any provision of that section or any rule or regulation prescribed under Section 17A of the 

Act, if the appropriate regulatory agency finds that such exemption is in the public interest and 

consistent with the protection of investors and the purposes of this section, including the prompt 

and accurate clearance and settlement of securities transactions and the safeguarding of securities 

and funds. Section 17A(c)(1) of the Act also requires that the Securities and Exchange 

Commission (“SEC”) not object to the use of exemptive authority in instances where an 

appropriate regulatory agency other than the SEC is providing exemptive relief. 
Hurricane Katrina made landfall along the Gulf Coast on August 29, 2005, causing 

catastrophic damage to portions of Alabama, Louisiana and Mississippi. The storm and 

subsequent flooding displaced individuals and businesses and disrupted communications across 

the Gulf Coast region. The OCC is issuing this Order to address the compliance requirements of 

OCC-regulated transfer agents located within the Presidentially Declared Disaster Areas where 

Individual Assistance has been authorized by the Federal Emergency Management Agency as a 

result of Hurricane Katrina (the “Presidential Disaster Areas”), which include the Louisiana 

parishes of: Acadia, Ascension, Assumption, Calcasieu, Cameron, East Baton Rouge, East 

Feliciana, Iberia, Iberville, Jefferson, Jefferson Davis, Lafayette, Lafourche, Livingston, Orleans, 

Pointe Coupee, Plaquemines, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Mary, 

St. Martin, St. Tammany, Tangipahoa, Terrebonne, Vermilion, Washington, West Baton Rouge, 

and West Feliciana; the Mississippi counties of: Adams, Amite, Attala, Claiborne, Choctaw, 

Clark, Copiah, Covington, Forrest, Franklin, George, Greene, Hancock, Harrison, Hinds, 

Jackson, Jasper, Jefferson, Jefferson Davis, Jones, Kemper, Lamar, Lauderdale, Lawrence, 

Leake, Lincoln, Lowndes, Madison, Marion, Neshoba, Newton, Noxubee, Oktibbeha, Pearl 

River, Perry Pike, Rankin, Scott, Simpson, Smith, Stone, Walthall, Warren, Wayne, Wilkinson, 

Winston, and Yazoo; and the Alabama counties of Baldwin, Clarke, Choctaw, Mobile, Pickens, 

Greene, Hale, Sumter, Tuscaloosa, and Washington. This Order also addresses the compliance 

requirements of OCC-regulated transfer agents located outside the Presidential Disaster Areas 

who must transact business with companies and individual located within the Presidential 

Disaster Areas. 
TRANSFER AGENT COMPLIANCE WITH SECTION 17A OF THE ACT AND THE 

RULES PROMULGATED THEREUNDER 

Section 17A of the Act, and the rules promulgated thereunder, contain requirements for 

registered transfer agents relating to, among other things, processing securities transfers, 

safekeeping of investor and issuer funds and securities, and maintaining records of investor 

ownership. Following the events of Hurricane Katrina, registered transfer agents located in the 

affected region may have difficulty complying with some or all of their obligations as registered 

transfer agents. In addition, transfer agents located outside the affected region in many cases 

may be unable to conduct business with entities or securityholders inside the region, thereby 

making it difficult to process securities transactions and corporate actions in conformance with 

Section 17A of the Act and the rules thereunder. 

While the national clearance and settlement system continues to operate well in light of 

this emergency, the OCC recognizes that securities transfers and payments to and from 

securityholders in the affected region may present compliance issues for some OCC-regulated 

transfer agents. Therefore, the OCC is using its authority under Section 17A of the Act to relax 

temporarily certain regulatory provisions in order to provide OCC-regulated transfer agents with 

flexibility in coping with the situation. The OCC finds the following exemption to be in the 

public interest and consistent with the protection of investors and the purpose of Section 17A of 

the Act, including the prompt and accurate clearance and settlement of securities transactions and 

the safeguarding of securities and funds. The OCC has consulted with the SEC regarding this 

exemptive relief. The SEC has issued substantially identical exemptive relief for transfer agents 

under its jurisdiction. 
Accordingly, IT IS ORDERED, pursuant to Sections 17A of the Act, that any registered 

OCC-regulated transfer agent located in the Presidential Disaster Areas that is unable to comply 

with Section 17A of the Act and the rules promulgated thereunder, as applicable, is hereby 

temporarily exempted from complying with such provisions for the period from and including 

August 29, 2005 to October 17, 2005, where both of the conditions below are satisfied. 

Conditions 

(a) Books and Records Maintained at Affected Locations. A registered OCC-regulated 

transfer agent that maintained books and records at locations inside the Presidential Disaster 

Areas must notify the OCC in writing by October 17, 2005, if such transfer agent knows or 

believes that the books and records it is required to maintain pursuant to Section 17A of the Act 

and the rules thereunder were lost, destroyed, or materially damaged. To the extent feasible, the 

transfer agent should include as much information as possible as to the type of books and records 

that were maintained, the names of the issuers for whom such books and records were 

maintained, and the extent of the loss of, or damage to, such books and records. 

(b) Securityholder Funds and Securities. A registered OCC-regulated transfer agent 

holding securityholder or issuer funds or securities must notify the OCC in writing by October 

17, 2005, if such transfer agent knows or believes that funds or securities belonging to either 

issuers or securityholders were lost, destroyed, stolen, or unaccountable for any reason. To the 

extent possible, the transfer agent should include information regarding the dollar amount of any 

such funds and the number of such securities. 

OCC-regulated transfer agents that have custody or possession of any securityholder or 

issuer funds or securities shall use all reasonable means available to ensure that all such 
securities are held in safekeeping and are handled, in light of all facts and circumstances, in a 

manner reasonably free from risk of theft, loss, or destruction and that all funds are protected 

against misuse. To the extent possible, all securityholder or issuer funds that remain in the 

custody of the transfer agent shall be maintained in a separate bank account held for the 

exclusive benefit of securityholders until such funds are properly remitted. 

The notifications required under (a) and (b) above shall be sent to: 

 Asset Management Division 

Office of the Comptroller of the Currency 

 250 E Street, S.W.

 Washington, D.C. 20219 

IT IS FURTHER ORDERED, pursuant to Section 17A of the Act, that any registered 

OCC-regulated transfer agent that is residing outside the Presidential Disaster Areas and is 

unable to comply with any provision of Section 17A of the Act or any provision of any rule 

thereunder due to an inability to conduct business with persons (entities or individuals) inside the 

Presidential Disaster Areas or an inability to remit funds or securities to securityholders residing 

in the Presidential Disaster Areas is hereby temporarily exempted from compliance with such 

provisions with respect to those specific transactions for the period from and including August 

29, 2005 to October 17, 2005, on the condition that such transfer agent must make and keep a 

record of the extent of and the reason for noncompliance and retain those records for a period of 

no less than three years. As a further condition to this exemption, to the extent the transfer agent 

has not already done so, registered transfer agents shall maintain in a separate bank account held 

for the exclusive benefit of securityholders all securityholder funds to be remitted to 

securityholders until such funds are properly remitted to the securityholders. 
* * * 

The OCC encourages registered transfer agents and the issuers for whom they act to inform 

affected securityholders whom they should contact concerning their accounts, their access to 

funds or securities, and other shareholder concerns. If feasible, issuers and their transfer agents 

should consider placing a notice on their websites or providing toll free numbers to respond to 

inquiries. 

Transfer agents experiencing difficulties in complying with obligations after October 17, 

2005, or in need of additional information, should contact the Asset Management Division, 

OCC, at (202) 874-4447. 

By order of the OCC, September 23, 2005. 

John C. Dugan (signed)

John C. Dugan 

Comptroller of the Currency