Electronic Filing of Transfer Agent Forms, 53494-53542 [06-7269]
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Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 232, 239, 240, 249, 249b,
269, and 274
[Release No. 34–54356; File No. S7–14–06]
RIN 3235–AJ68
Electronic Filing of Transfer Agent
Forms
Securities and Exchange
Commission.
ACTION: Proposed rule.
AGENCY:
SUMMARY: The Securities and Exchange
Commission (‘‘Commission’’) is
proposing to amend the rules and forms
under Section 17A of the Securities
Exchange Act of 1934 (‘‘Act’’) to require
that the forms filed with respect to
transfer agent registration, annual
reporting, and withdrawal from
registration be filed with the
Commission electronically. The forms
would be filed on the Commission’s
EDGAR database in XML format and
would be accessible to Commission staff
and the public for search and retrieval.
The proposed rulemaking would
improve the Commission’s ability to
utilize the information reported on the
forms in performing its oversight
function of transfer agent operations and
to publicly disseminate the information
on the forms.
DATES: Comments should be submitted
on or before October 26, 2006.
ADDRESSES: Comments may be
submitted by any of the following
methods:
Electronic Comments
• Use the Commission’s Internet
comment form https:// www.sec.gov/
rules/proposed.shtml; or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number S7–14–06 on the subject line;
or
• Use the Federal eRulemaking Portal
(https://www.regulations.gov). Follow the
instructions for submitting comments.
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Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to file
number S7–14–06. This file number
should be included on the subject line
if e-mail is used. To help us process and
review your comments more efficiently,
please use only one method. The
Commission will post all comments on
the Commission’s Internet Web site
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(https://www.sec.gov/rules/proposed/
shtml). Comments are also available for
public inspection and copying in the
Commission’s Public Reference Room,
100 F Street NE., Washington, DC
20549. All comments received will be
posted without change; we do not edit
personal identifying information from
submissions. You should submit only
information that you wish to make
available publicly.
FOR FURTHER INFORMATION CONTACT: Jerry
Carpenter, Assistant Director, or
Catherine Moore, Special Counsel,
Office of Clearance and Settlement,
Division of Market Regulation,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–6628 or at (202) 551–5710. For
assistance with technical questions
about EDGAR, call the EDGAR Filer
Support Office at (202) 551–8900.
SUPPLEMENTARY INFORMATION:
I. Introduction
We propose to require transfer agents
to file Form TA–1, Form TA–2, and
Form TA–W (‘‘transfer agent forms’’) 1
electronically through the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval (‘‘EDGAR’’) system.2 We have
developed a new application in EDGAR
(‘‘EDGARLite’’) that enables filers to
prepare an electronic version of transfer
agent forms using a commercial
software package, Microsoft InfoPath
2003 (‘‘MS InfoPath’’)TM, and to submit
the forms to EDGAR over an Internet
connection.3 Transfer agents would not
be required to use the EDGARLite
application to prepare the forms,
although we expect that most would
choose to do so.
An electronic filing system for
transfer agent forms would streamline
the filing process, improve our ability to
register and monitor transfer agents, and
facilitate the retrieval and public
dissemination of the data collected on
the forms. The proposal would amend
Commission rules and forms to
implement the new filing system: (1)
Rules 17Ac2–1, 17Ac2–2, and 17Ac3–14
would be amended to require that
1 17
CFR 249b.100, 101, and 102, respectively.
is the Commission’s computer system
for the receipt, acceptance, review, and
dissemination of documents submitted in electronic
format. The term electronic format means the
computerized format of a document prepared in
accordance with the EDGAR Filer Manual. 17 CFR
232.11.
3 The application will produce an Extensible
Markup Language (‘‘XML’’) version of the filing
with all data elements identified through XML tags.
A ‘‘tag’’ is an identifier that highlights specific
information to EDGAR that is in the format required
by the EDGAR Filer Manual. 17 CFR 232.11.
4 17 CFR 240.17Ac2–1, 17Ac2–2, and 17Ac3–1,
respectively.
2 EDGAR
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Forms TA–1, TA–2, and TA–W be filed
electronically; (2) Regulation S–T,5 the
Commission’s regulation containing the
rules for electronic filing in EDGAR,
would be amended to mandate that
Form TA–1, Form TA–2, and Form TA–
W be filed electronically in EDGAR; (3)
Form TA–1, Form TA–2, Form TA–W
and the instructions to the forms would
be amended to accommodate electronic
filing, make minor changes to eliminate
inconsistencies in the forms, and
remove outdated instructions or
requests for information; and (4) Rule
17Ac2–1 and related Form TA–1 would
be amended to require that all registered
transfer agents refile electronically in
EDGAR as an amended Form TA–1 the
information previously filed on their
Form TA–1 and any amendments
thereto.
In order to comply with an electronic
filing requirement, transfer agents
would need to have a computer that
meets the system requirements in the
EDGAR Filer Manual to prepare and
submit the forms electronically.
Transfer agents would need Internet
access and a web browser to download
the forms from an EDGAR Web site and
transmit the completed forms. Transfer
agents would also have to apply for and
obtain access to EDGAR prior to filing
the forms electronically in EDGAR.
II. Background
A. Transfer Agent Forms
Section 17A(c)(1) of the Act requires
that an entity that performs the function
of a transfer agent with respect to a
security registered under Section 12 of
the Act to register with that entity’s
appropriate regulatory agency
(‘‘ARA’’).6 Depending on the type of
entity that is registered as a transfer
agent, the ARA is either the Comptroller
of the Currency, the Board of Governors
of the Federal Reserve System, the
Federal Deposit Insurance Corporation,
or the Commission.7 There are currently
5 17
CFR 232 et seq.
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.
6 15
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Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules
785 registered transfer agents with 519
registered with the Commission and 266
registered with the other ARAs.
There are three transfer agent forms
filed with the Commission: (1) Form
TA–1, Uniform Form for Registration as
a Transfer Agent and for Amendment to
Registration Pursuant to Section 17A of
the Securities Exchange Act of 1934; (2)
Form TA–2, Form for Reporting
Activities of Transfer Agents Registered
Pursuant to Section 17A of the
Securities Exchange Act of 1934; and (3)
Form TA–W, Notice of Withdrawal from
Registration as a Transfer Agent. Only
transfer agents that are registered with
the Commission file Form TA–1 and
Form TA–W with the Commission. All
transfer agents, however, whether they
are registered with the Commission or
another ARA, file Form TA–2 with the
Commission. The Commission uses the
information on the transfer agent forms
to review and approve an entity’s
application for registration as a transfer
agent, maintain current information
about transfer agents, and monitor the
operations performed by and the
services provided by transfer agents.
The information filed on the Form TA–
1, Form TA–2, and Form TA–W is
publicly available.
Over 1,000 transfer agent forms are
filed with the Commission each year.
The Commission receives new or
amended transfer agent registrations on
Form TA–1 and withdrawals from
registration on Form TA–W; however,
most of the transfer agent forms received
by the Commission are the annual
reports filed by transfer agents on Form
TA–2, which are required to be filed
with the Commission during the three
month period between January 1 and
March 31.8 Although all registered
transfer agents are required to file a
Form TA–2, the Commission receives
fewer Forms TA–2 than there are
registered transfer agents. This may be
because some registered transfer agents
have dissolved without filing a Form
TA–W, the paper Form TA–2 was lost
or misdirected, or some transfer agents
are not meeting the Form TA–2 filing
requirement.
To facilitate public dissemination of
the information, the Commission staff
enters basic information from the forms
into EDGAR, including the name and
address of the transfer agent, the transfer
agent’s registration number, and the
date the form was filed with the
Commission. This data is then
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.
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disseminated on the EDGAR section of
Commission’s Web site.9 In order to
view all of the information on a form,
however, members of the public must
request a hard copy of the form from the
Commission’s public reference room or
obtain the information from a third
party information service company for a
fee.
B. Electronic Filing of Transfer Agent
Forms
The proposed electronic filing system
for transfer agent forms would be
beneficial for transfer agents, investors,
and the Commission. This filing system
would use the EDGARLite application,
which was developed to supplement the
existing EDGARLink application.10 In
EDGARLite, form templates would be
completed offline and then transmitted
to EDGAR over an Internet connection
much like EDGARLink. Unlike
EDGARLink, however, EDGARLite
would automatically insert tags for all of
the data reported on the form and not
just the header information. Because all
of the data would be in a tagged data
format, it could be easily searched and
sorted for purposes of running reports or
statistics once it was in the EDGAR
database.
Regulation S–T sets forth the rules
governing electronic filing in EDGAR.
The EDGAR Filer Manual, which is
promulgated by the Commission under
Rule 301 of Regulation S–T,11 provides
the instructions and technical
requirements for submitting filings to
EDGAR. In preparation for electronic
filing, should the Commission adopt the
proposed rule, transfer agents should
review Regulation S–T and the relevant
portions of the EDGAR Filer Manual,
Volume I (General Information).12 In
particular, transfer agents should review
Section 2.5 of Volume I, which provides
the EDGAR hardware and software
requirements, Section 3 of Volume I,
which provides instructions on
becoming an EDGAR filer, and Section
6 of Volume I, which provides
instructions for filing on EDGAR.
This proposal would require a new
section to Volume II (EDGAR Filing) of
the EDGAR Filer Manual. As with
typical changes to the EDGAR Filer
Manual, the Commission, in its
discretion, may post a draft of the new
section, but any draft is subject to
Commission approval and may be
9 https://www.sec.gov/edgar.shtml.
10 For more information about EDGARLink, refer
to the EDGAR Filer Manual, Volume II.
11 17 CFR 232.301.
12 Transfer agents may download the latest
version of the Filer Manual from the Commission’s
Web site www.sec.gov under the section
‘‘Information for EDGAR Filers.’’
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revised prior to approval or not
approved at all.13 The new section
would provide detailed instructions for
preparing forms using EDGARLite. In
general, filers would create filings using
EDGARLite by downloading form
templates from a Commission Web site
and then saving the form templates on
their computers. Forms would be filled
out offline. By bundling the form
templates with the MS InfoPathTM
software, EDGARLite would allow filers
to use forms that include data validation
tools to prevent mistakes. Filers would
transmit the forms to EDGAR using the
Online Forms/XML EDGARLite Web
site.14 There would be no fees charged
to transfer agents by the Commission in
connection with electronic filing of
transfer agent forms.
Under the new electronic filing
requirement, each answer provided by
the transfer agent would be formatted as
an XML (‘‘Extensible Markup
Language’’) data tag.15 XML is a widely
used text format that allows for the
flexible use and exchange of data. The
Commission designed the proposed
filing system to use XML data tags so
that all of the information filed by
transfer agents could be used by
Commission staff and the public for
searches, retrievals, and data analysis.
To facilitate the filing of the information
as XML data tags, the Commission
developed EDGARLite to provide filers
with an easy to use, form-driven tool
that can gather information and convert
it to XML. EDGARLite bundles form
templates created by the Commission
with a commercial ‘‘off the shelf’’
software package, MS InfoPathTM.
Transfer agents would need to have MS
InfoPathTM installed on their computers
in order to use EDGARLite.
EDGARLite is the first EDGAR
application that would require filers to
purchase and install a specific
commercial software package chosen by
the Commission. The Commission
designed EDGARLite to utilize
commercial software because it was the
most cost-efficient way to allow
information reported on a relatively
small number of forms to be filed on
13 Any draft of the EDGAR Filer Manual that is
posted before Commission approval of potential
regulatory changes is provided as a service to the
filing community to assist filers, agents, and
software developers prepare for potential changes
Commission staff anticipates. The Commission
retains the right to change any part of the manual
before the new system release is made final and the
posting of the draft manual does not indicate
Commission approval of any pending proposed
changes relating to the potential changes reflected
in the draft manual.
14 https://www.onlineforms.edgarfiling.sec.gov.
15 A tag is an identifier that highlights specific
information to EDGAR that is in the format required
by the EDGAR Filer Manual. 17 CFR 232.11.
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EDGAR as tagged data in XML format.
It would not be economically feasible
for the Commission to develop an
EDGAR application for transfer agent
forms without using commercial
software. The Commission evaluated
several commercial software products
and determined that MS InfoPathTM was
the only product currently available that
is suitable for EDGARLite. The
Professional Enterprise Edition of
Microsoft Office includes MS
InfoPath.TM Purchased separately, MS
InfoPathTM costs approximately $200.
As an alternative to purchasing the
software, transfer agents could prepare
the forms outside of EDGARLite by
creating an XML tagged version of the
filing as an ASCII document using
technical specifications that would be
available on the Commission’s Web
site.16 This filing method would require
some technical expertise on the part of
the filer, and the Commission expects
that most transfer agents would choose
to purchase the software and prepare
the forms using EDGARLite.17 As
another alternative, transfer agents
could hire a third party to prepare and
submit the electronic forms for them;
however, this filing method would
likely cost the transfer agent more than
purchasing the MS InfoPathTM software.
The Commission is proposing to
amend Regulation S–T, Rules 17Ac2–1,
17Ac2–2, and 17Ac3–1, and Form TA–
1, Form TA–2, and Form TA–W to
require that all transfer agent forms filed
with the Commission be filed
electronically.18 Transfer agents would
be able to apply for a hardship
exemption from the electronic filing
requirement pursuant to Rule 202 of
Regulation S–T.19 Rule 202 provides
that an electronic filer may apply in
writing for a continuing hardship
exemption if the filing cannot be
submitted to the Commission in
electronic format without undue burden
or expense. The Commission determines
whether to grant or to deny the
application based on whether the
exemption is appropriate and is
16 An ASCII document is an electronic text
document that has contents limited to American
Standard Code for Information Interchange
(‘‘ASCII’’) characters. 17 CFR 232.11.
17 Third party software developers may also use
the technical specifications to create a software
product to compete with or enhance the EDGARLite
application.
18 A paper copy version of the forms and
instructions would be available from the
Commission Publications Office and on the
Commission’s Web site for information purposes
and for use by transfer agents that were granted a
hardship exemption from electronic filing under
Rule 202 of Regulation S–T.
19 17 CFR 232.202.
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consistent with the public interest and
the protection of investors.
The Commission would configure the
electronic Form TA–1 and Form TA–2
to allow filers to designate a form as an
amendment to a previous submission.
Amended forms would have to be
completed in full pursuant to the
instructions on the form. This differs
from the current procedure where
transfer agents complete only their
identifying information and the
questions for which the information has
changed. Transfer agents would be able
to use as a template for the amended
form a previously filed electronic form
that they had saved. After amending the
previously saved filed form, they would
submit the amended form to EDGAR.
For the first year of electronic filing
only, transfer agents that are registered
with the Commission would be required
to file an amended Form TA–1 before
they could file a Form TA–2.20 By so
requiring, the Commission would be
able to establish a complete and current
record of registration information for
transfer agents registered with the
Commission in a single, centralized, and
searchable database. Form TA–1 collects
important information regarding transfer
agents, such as name, address,
organizational structure, and control
persons. The requirement to file an
amended Form TA–1 when the
electronic filing system first becomes
effective would make the data
previously reported on the paper form
readily available for Commission use
and public dissemination. Additionally,
the requirement is designed to ensure
that transfer agents have a complete
electronic version of the form to use as
a template for future amendments. It
would provide an opportunity for
transfer agents to make sure that their
Form TA–1 is current and that all
amendments to correct inaccurate,
misleading, or incomplete information
are made. Because transfer agents are
required to maintain a copy of Form
TA–1 and any amendments to Form
TA–1 with their records,21 they should
have all the information necessary to
complete and electronically file an
amended Form TA–1.
The Commission anticipates that the
new filing system would be available
prior to January 1, 2007, provided that
the proposed amendments have been
adopted and are effective by that date.
Accordingly, the Commission
anticipates that registered transfer
20 Transfer agents registered with an ARA other
than the Commission do not file Form TA–1 or
Form TA–W with the Commission and accordingly
would not be subject to this requirement.
21 Instruction I.D. to Form TA–1.
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agents will file their Forms TA–2 for the
2006 reporting period on EDGAR.
III. Proposed Amendments
The proposed amendments would
make the following changes to Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1,
Regulation S–T, and to Form TA–1,
Form TA–2, and Form TA–3 and the
instructions to the forms as well as to
Form ID.
A. Changes to Rules 17Ac2–1, 17Ac2–2,
and 17Ac3–1 To Require Electronic
Filing
The proposed amendments would
add a paragraph to each of Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 to
require electronic filing of Form TA–1,
Form TA–2, and Form TA–W,
respectively, on the Commission’s
EDGAR system. The amendments would
require transfer agents to file their forms
according to the instructions on the
forms and in the EDGAR Filer Manual.
The Commission requests the views of
commenters on the proposed
amendments to require electronic filing
of Form TA–1, Form TA–2, and Form
TA–W.
B. Amendments to Regulation S–T
The Commission is proposing to
amend Regulation S–T to mandate the
submission of the transfer agent forms
in electronic format. Additionally, the
Commission is proposing to amend
Regulation S–T to exclude the transfer
agent forms from the applicability of
Rule 104, and Rule 201, as discussed
below.
1. Rule 101(a), Mandated Electronic
Filing
Rule 101(a) of Regulation S–T lists the
filings that must be submitted to the
Commission in electronic format.22 The
proposed rule would amend Rule 101(a)
to mandate that Form TA–1, Form TA–
2, and Form TA–W be submitted to the
Commission in electronic format.
2. Rule 104, Unofficial PDF Copies
Included in an Electronic Submission
Rule 104 of Regulation S–T provides
that an electronic submission may
include one unofficial portable
document format (‘‘PDF’’) copy of each
electronic document contained within a
submission, tagged in the format
required by the EDGAR Filer Manual.23
The purpose of this rule is to allow
filers to provide a copy of their
submission in a format that creates a
22 17
23 17
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CFR 232.101(a).
CFR 232.104(a).
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structured, easy to read document for
public dissemination.
The electronic transfer agent forms
would be structured, tagged data forms
that are easy to read in the format in
which they are submitted, and it would
be unnecessary to have a PDF version of
the forms submitted. Therefore, the
Commission is proposing to amend Rule
104(a) to exclude the transfer agent
forms from the applicability of the rule.
3. Rule 201, Temporary Hardship
Exemption
Rule 201 of Regulation S–T allows a
temporary exemption from mandated
electronic filing when, due to
unanticipated technical difficulties, an
electronic filer cannot submit its filing
in electronic format by the filing date.24
The filer may submit the filing in paper
format no later than one business day
after the filing was to be made with the
Commission, and the filer must submit
an electronic format copy of the form
within six business days of filing the
paper format document. Form TA–1 and
Form TA–W do not have specified filing
dates, and Form TA–2 may be filed any
time between January 1 and March 31.25
As a result, the Commission does not
believe that there would be many cases
where transfer agents would need the
temporary hardship exemption.
If it is necessary that a transfer agent
form be filed with the Commission on
a date certain, there are two means by
which the Commission could adjust the
effective or filing date of a transfer agent
form. First, the Commission has the
authority under Section 17A(c) of the
Act to accelerate, delay, or postpone the
effective date of Form TA–1 and Form
TA–W.26 Second, Rule 13(b) of
Regulation S–T provides that the
Commission may adjust the filing date
of an electronic filing, which would
include Form TA–1, Form TA–2, or
Form TA–W, if the filer in good faith
attempts to file with the Commission in
a timely manner but the filing is delayed
due to technical difficulties beyond the
filer’s control.27 Accordingly, the
Commission is proposing to amend Rule
201(a) to exclude the transfer agent
forms from the applicability of Rule 201.
The Commission requests the views of
commenters on the proposed
amendments to Regulation S–T.
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24 17
CFR 232.201.
CFR 240.17Ac2–2(a).
26 15 U.S.C. 78q–1(c)(2), (c)(4)(A) and (B), and 17
CFR 240.17Ac2–1(a) and 240.17Ac3–1(b).
27 17 CFR 232.13(b). The filer must request an
adjustment of the filing date, and the Commission
or its staff, pursuant to delegated authority, may
grant the request if it appears that such adjustment
is appropriate and consistent with the public
interest and the protection of investors.
25 17
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C. Miscellaneous Amendments
The Commission is proposing to make
the following amendments to the
transfer agent rules to remove outdated
information.
1. Reference to 17A(c)(3)(C) in Rule
17Ac3–1
Rule 17Ac3–1 implements the section
of the Act that permits a transfer agent
to withdraw from registration. The rule
currently cites that section as
17A(c)(3)(C) of the Act; however, when
the Act was amended in 1987, section
17A(c)(3)(C) was redesignated as
17A(c)(4).28 The Commission is
proposing to amend Rule 17Ac3–1 to
reflect the change.
2. Deletion of Paragraph (c) in Rule
17Ac2–2
Paragraph (c) was added to Rule
17Ac2–2 as an amendment in June
2000.29 The amendment changed the
end of the annual reporting period for
transfer agents from June 30 to
December 31 of the calendar year.
Paragraph (c) was added to Rule 17Ac2–
2 to provide that transfer agents would
not be required to file the annual report
for the period ending June 30, 2000.
Because this provision is no longer
necessary, the Commission is proposing
to remove it from the rule.
3. Revision to Rule 17Ac2–1
The proposal would integrate the SEC
Supplement to Form TA–1 into the
body of the form as Questions 8 through
10. As a result, there would no longer
be a separate SEC Supplement.
Consequently, the Commission is
proposing to delete the reference in Rule
17Ac2–1 to the SEC Supplement.
D. Amendments to Form TA–1, Form
TA–2, and Form TA–W
Listed below is a summary of the
proposed amendments to the forms and
instructions.
1. Amendments to All Forms and
Instructions
The Commission would make the
following amendments to Form TA–1,
TA–2, and TA–W:
i. Amend the instructions to require
the forms to be filed electronically in
EDGAR.
ii. Replace current instructions
regarding how and where to file the
forms with instructions for filing
through EDGAR.
28 Pub. L. 100–181 (S 1452), § 322(3), 101 Stat
1249, December 4, 1987.
29 Securities Exchange Act Release No. 42892
(June 2, 2000), 65 FR 36602 (June 9, 2000).
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iii. Amend Question 1 to require
information about the filer that is
required for EDGAR filing.30
iv. Amend the forms to allow the
transfer agent to include a cover letter
or other correspondence as an
attachment to the form.
v. Amend the forms and instructions
to provide that the forms must be
executed with an electronic signature
pursuant to Rule 302, Signatures, of
Regulation S–T.31
The proposed amendments would
also make nonsubstantive format
changes to the forms to accommodate
electronic filing. Such format changes
would include drop down data blocks
that allow the filer to insert additional
information to a question (instead of
using attached sheets, schedules, or
supplements), data fields that would be
designated as required fields, radio
buttons that would limit the filer to
specific answers to a question, and
hidden data fields for questions that
would not be applicable to the filer.32
2. Amendments to Form TA–1 and
Instructions
i. The instructions would be amended
to require a registered transfer agent to
file an amended Form TA–1 in
electronic format before it can file a
Form TA–2 or Form TA–W in electronic
format.
ii. A feature would be added to allow
the transfer agent to designate a filing as
an amended filing. The instructions will
be amended to reflect this feature.
iii. Question 2, ‘‘Filing Status,’’ would
be deleted because the question would
be moved to the top section of the form.
iv. Questions 6, ‘‘Service Companies
Engaged by the Filer,’’ would be
amended to request the file number of
the service company.
v. Question 7, ‘‘Filer Engaged as a
Service Company by a Named Transfer
Agent,’’ would be amended to request
the file number of the named transfer
agent.
vi. Form TA–1 Supplement, ‘‘Control
Person Information’’ for Corporations
30 See EDGAR Filer Manual, Volume I (General
Information).
31 17 CFR 232.302. Rule 302 provides that a
signature to any electronic submission must be
provided in typed rather than manual format. Each
signatory is required to manually sign a signature
page or other document authenticating,
acknowledging, or otherwise adopting his or her
signature that appears in typed form within the
electronic filing before or at the time the electronic
filing is made. Such document must be retained by
the filer for a period of five years and shall be
furnished to the Commission or its staff upon
request.
32 Filers could view the entire form by checking
the box at the top of the form that expands the form
to show all fields. Filers could also print the entire
form using this mechanism.
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(Schedule A), Partnerships (Schedule
B), and Other Entities (Schedule C),
would be integrated into the form as
Questions 8 through 10.
vii. Form TA–1 Supplement, ‘‘Control
Person Information,’’ would be
amended to delete Schedule D because
Schedule D is a blank sheet that
provides additional space for responses
and would not be necessary in the
electronic form.
viii. Form TA–1 Supplement,
‘‘Control Person Information’’ for
Corporations (Schedule A), Partnerships
(Schedule B), and Other Entities
(Schedule C), would be amended to
delete the request for the social security
number of control persons. This request
for information is being deleted because
of privacy concerns in light of the fact
that the forms will be available for
public dissemination through EDGAR.
ix. Form TA–1 Supplement, ‘‘Control
Person Information’’ for Corporations
(Schedule A), Partnerships (Schedule
B), and Other Entities (Schedule C),
would be amended to delete the ADD,
AMEND, and DELETE Columns.
Transfer agents would instead provide
the beginning date of the relationship
with the control person and the ending
date of the relationship.
x. Instruction II, Special Instructions
for Filing and Amending Form TA–1,
would be amended to reflect that the
Financial Industry Number Standard
(‘‘FINS’’) number assigned by The
Depository Trust Company (‘‘DTC’’) is
now provided through DTC’s Web site
https://www.dtc.org for a nominal fee.
xi. Instruction II.A.4, the instruction
regarding marking items as deleted
would be removed.
xii. Instruction II.B, Amending
Registration, would be revised to
provide instructions on filing an
amended Form TA–1 in EDGAR. All
required items on the electronic form,
not just those fields being amended,
must be completed.
xiii. Instruction III, SEC Supplement,
Amending the Supplement, would be
deleted because the supplement would
be integrated with the rest of the form.
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4. Amendments to Form TA–W and
Instructions
i. Question 7. The reference to ‘‘out of
proof conditions’’ would be deleted
because the Commission no longer uses
the term.
ii. Questions 9 and 10. The reference
to Schedule B on Form TA–1 would be
deleted because Form TA–1 was
previously amended and Schedule B no
longer requires the referenced
information.33 Accordingly, the phrase
‘‘each issue shown on Schedule B of
registrants Form TA–1, as amended,’’
would be deleted and replaced with the
phrase ‘‘each issue for which registrant
acted as transfer agent.’’
iii. Instruction 1. The reference to
‘‘Section 17A(c)(3)(C)’’ would be revised
to ‘‘Section 17A(c)(4)(B).’’
The Commission requests the views of
commenters on the proposed
amendments to Form TA–1, Form TA–
2, and Form TA–W.
5. Amendment to Form ID
The Commission is proposing to
amend Form ID, Uniform Application
for Access Codes to File on EDGAR, to
add ‘‘transfer agent’’ to the check-thebox list of applicant types (the form
currently has boxes for ‘‘filer’’, ‘‘filing
agent’’, ‘‘trainer’’, or ‘‘individual’’).34
The purpose of this change is to allow
the Commission to identify a new filer
as a transfer agent for purposes of
utilizing the special instructions in
EDGARLite for the TA forms (for
example, a TA–2 will be blocked if the
transfer agent hasn’t previously filed an
electronic Form TA–1 or amended Form
TA–1).35
The Commission requests the views of
commenters on the proposed
amendments to Form ID.
IV. Request for Comment
i. Question 4, ‘‘Number of Items
Received for Transfer During the
Reporting Period,’’ would be amended
to add a paragraph (b) to request the
number of individual securityholder
accounts for which the transfer agent
maintained master securityholder
accounts. The purpose of this
amendment is to provide information as
to whether Questions 6–10 are required
to be answered under Instruction II.B of
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Form TA–2. A corresponding change
would be made to Instruction II.B.
ii. A feature would be added to allow
the transfer agent to designate a filing as
an amended filing. The instructions will
be amended to reflect this feature. All
required items on the electronic form,
not just those answers that are being
amended, must be completed.
The Commission requests the views of
commenters on all aspects of the
proposed amendments, discussed
33 Securities Exchange Act Release No. 23084
(March 27, 1986), 51 FR 12124 (April 9, 1986).
34 17 CFR 239.63.
35 Transfer agents that have previously filed a
transfer agent form with the Commission are
currently in the system. Only those transfer agents
that are filing a transfer agent form with the
Commission for the first time would be required to
complete and file a Form ID.
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above, to Rules 17Ac2–1, 17Ac2–2, and
17Ac3–1, Regulation S–T, and to Form
TA–1, Form TA–2, and Form TA–W and
the instructions to the forms under the
Act.
V. Paperwork Reduction Act
Certain provisions of the proposed
amendments to the rules and forms
contain ‘‘collection of information
requirements’’ within the meaning of
the Paperwork Reduction Act of 1995.36
An agency may not conduct or sponsor,
and a person is not required to respond
to, a collection of information unless it
displays a currently valid control
number. The Commission has submitted
the revisions to the collection of
information to the Office of
Management and Budget (‘‘OMB’’) for
review in accordance with 44 U.S.C.
3507 and 5 CFR 1320.11. The titles of
the affected information forms are Form
TA–1 (OMB Control Number 3235–
0084), Form TA–2 (OMB Control
Number 3235–0337), and Form TA–W
(OMB Control Number 2325–0151).37
The proposal would require Form
TA–1, Form TA–2, and Form TA–W,
which are currently filed with the
Commission in paper form, to be filed
electronically on EDGAR. The
Commission collects this information
pursuant to its authority under Section
17A of the Act and uses the information
collected on the forms in determining
whether to allow a transfer agent to
register or to withdraw from registration
and also uses the information in
monitoring the annual activities of
transfer agents. The information filed on
the Form TA–1, Form TA–2, and Form
TA–W is publicly available.
The respondents to the collection of
information are the registered transfer
agents that file Form TA–1, Form TA–
2, and Form TA–W with the
Commission. Only transfer agents for
whom the Commission is the ARA file
36 44
U.S.C. 3501 et seq.
Commission estimates that each year a
small number of transfer agents would need to file
a Form ID (OMB Control Number 3235–0328) with
the Commission in order to gain access to EDGAR.
Form ID is used to request the assignment of access
codes to file on EDGAR. Most transfer agents would
not need to file a Form ID because any transfer
agent that has filed at least one transfer agent form
with the Commission since 2002 has been entered
into the EDGAR system by the Commission and
would not need to file Form ID to file electronically
on EDGAR. However, registered transfer agents that
have not yet filed a transfer agent form with the
Commission and new registrants would need to File
Form ID.
The Commission estimates that it would receive
approximately 80 Forms ID a year under the
proposed rule. This number fits within the current
estimated number of respondents that file a Form
ID each year because the actual number of Forms
ID the Commission receives is less than the current
estimate.
37 The
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Form TA–1 and Form TA–W with the
Commission; however, all registered
transfer agents, whether they are
registered with the Commission or
another ARA, must file the annual Form
TA–2 with the Commission.
Compliance with the proposed
amendments would be mandatory. The
information required by the proposed
amendments would not be kept
confidential by the Commission. The
Commission’s regulations that
implement Section 17A of the Act are at
17 CFR 200.80 et seq.
The proposal would modify an
existing collection of information by
changing the format of a required filing
from paper to electronic format and
would amend the text of the forms and
the instructions to the forms to conform
to the electronic filing requirement. For
example, the instructions for how and
where to file the forms would be
amended to require electronic filing on
EDGAR and the top section of each form
would require the transfer agent to
provide information related to EDGAR
filing such as its CIK, filing status, and
email address. Also, transfer agents
would transmit the forms to the
Commission electronically instead of
completing the forms in paper, making
three copies, and mailing them to the
Commission. The proposal would also
amend Question 4, ‘‘Number of Items
Received for Transfer During the
Reporting Period,’’ on Form TA–2 to
add a paragraph (b) so that the
EDGARLite program could provide a
data validation tool with respect to
Questions 6–10. A transfer agent
currently has to calculate the number of
individual securityholder accounts for
which it maintains master
securityholder accounts under
Instruction II.B of Form TA–2 in order
to determine whether it is required to
complete Questions 6–10. The proposal
would require this information in
Question 4(b) so that the EDGARLite
program could highlight for the transfer
agent whether questions 6–10 should or
should not be completed.
Additionally, the proposal would
amend Questions 6 and 7 of Form TA–
1 to request the file number of a service
company and of a named transfer agent
instead of the financial industry number
standards (FINS). The file number is an
identifying number unique to each
registered transfer agent and would be
more useful to the Commission than the
FINS for locating and identifying service
companies and named transfer agents.
Unlike the FINS, the file number of a
transfer agent is publicly available on
EDGAR and it should be just as easy or
easier for a transfer agent to locate and
report the file number of a service
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company or named transfer agent as it
is to locate and report the FINS.
The Commission does not believe the
estimated hour burdens for completing
Form TA–1, Form TA–2, and Form TA–
W would change as a result of the
proposed amendments because
completing an electronic form template
and submitting it electronically on
EDGAR should not take longer than
completing a paper form and mailing
the original and two copies to the
Commission. The Commission believes,
however, that the estimated hour
burdens of Form TA–1 and for Form
TA–2 should be increased for the first
year to reflect the initial burden
associated with filing electronically on
EDGAR and the initial burden
associated with the proposed
requirement for each transfer agent
registered with the Commission to refile
the information on its Form TA–1
electronically as an amended Form TA–
1.
The Commission believes that most
transfer agents would incur a one time
burden with respect to accessing
EDGAR and training personnel to install
MS InfoPath and to use EDGARLite to
file electronically. Many transfer agents
currently access EDGAR in some
capacity, such as an issuer, investment
advisor, or a third party filer, and the
instructions for installing and using MS
InfoPath and EDGARLite would be
provided in the EDGAR Filer Manual.
Based on this, the Commission
estimates that the one time burden
associated with electronic filing of
transfer agent forms would be two
hours. This increased burden would be
incurred with respect to the first transfer
agent form the transfer agent files with
the Commission electronically. For
transfer agents registered with the
Commission, this would be Form TA–1,
because the proposal would require
transfer agents registered with the
Commission to file an electronic
amended Form TA–1 before they could
file any other transfer agent forms
electronically. For all other transfer
agents, this would be Form TA–2
because that is the only form those
transfer agents file with the
Commission.
There are 519 transfer agents
registered with the Commission.
Accordingly, the increase in collection
of information burden associated with
filing electronically for Form TA–1
would be 1038 hours. There are 266
transfer agents registered with an ARA
other than the Commission.
Accordingly, the collection of
information burden associated with
filing electronically for Form TA–2 is
532 hours.
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53499
The Commission believes that the
estimated hour burden for Form TA–1
would increase for the first year of
electronic filing because the proposed
amendments would require that transfer
agents registered with the Commission
refile the information on Form TA–1
electronically in EDGAR as an amended
Form TA–1. The proposed requirement
to refile the registration information is
designed to ensure that the EDGAR
database contains complete and current
information on all transfer agents
registered with the Commission as well
as to create a complete form for transfer
agents to use when they next amend
Form TA–1.
The proposed requirement to file an
amended Form TA–1 would apply to
the 519 transfer agents for which the
Commission is the ARA and would
create a one time collection of
information burden. The Commission’s
current estimate for completing Form
TA–1 is 2 hours. As stated above, the
Commission believes that the hour
burden for completing the electronic
forms is the same as completing the
paper forms. Accordingly, the
Commission estimates that each transfer
agent that is required to refile the
information on Form TA–1 would need
approximately two hours to do so, for an
increase to the total burden for the first
year of 1,038 hours.
Transfer agents that file amended
Forms TA–1 and TA–2 would be
required to complete them in full rather
than partially as currently required.
However, there should not be an
additional burden with respect to filing
amended forms because transfer agents
would be able to use the previously
filed electronic amended Form TA–1 or
the previously filed electronic Form
TA–2 as a template for future
amendments and would only need to
amend the answers to those questions
for which the information has become
inaccurate, misleading, or incomplete.
In sum, the proposed amendments
would increase the collection of
information hour burden for Form TA–
1 by a total of 2,076 hours (current
estimate of 1,038 hours plus the
additional estimate of 1,038 hours) and
1,064 hours (current estimate of 532
hours plus the additional estimate of
532 hours) for Form TA–2 for the first
electronic filing only.38 After the first
electronic filing, the estimated burden
would return to its current level of 1,038
38 Based on an estimated average administrative
labor cost of $31.50 per hour, the Commission’s
staff estimates that the total labor cost to the transfer
agent industry for complying with the proposed
amendments would be $98,910. (A total of 3,114
hours (2,076 + 1,038) multiplied by a cost of $31.50
per hour equals $98,910.)
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hours for Form TA–1 and 532 hours for
Form TA–2.
The Commission does not anticipate
that the proposed amendments would
impose significant additional costs for
transfer agents. In order to create forms
on EDGARLite and to submit forms to
EDGAR, applicants are required to have
a personal computer, internet access,
and MS InfoPathTM software. As noted
above, many transfer agents currently
file electronically in EDGAR in some
capacity and the Commission believes
that as part of their business operations,
almost all registered transfer agents have
personal computers and that many have
access to the internet. The cost of the
MS InfoPathTM software is
approximately $200; however, if the
transfer agent has already purchased
Microsoft Office 2000 Professional
Enterprise EditionTM it will not need to
purchase MS InfoPath.TM Accordingly,
we estimate that the proposal would
cause a cost to each transfer agent of a
maximum of $200 in the initial year
only. Further, if a transfer agent could
demonstrate that the electronic filing
requirement would cause it undue
burden or expense, the Commission
could grant it a continuing hardship
exemption from the electronic filing
requirement pursuant to Rule 202 of
Regulation S–T.
Pursuant to 44 U.S.C. 3506(c)(2)(B),
the Commission solicits comments to:
(1) Evaluate whether the proposed
collection of information is necessary
for the performance of the functions of
the agency, including whether the
information shall have practical utility;
(2) Evaluate and provide relevant data
regarding the agency’s estimate of the
burden of the proposed collection of
information, including the validity of
the methodology and assumptions used;
(3) Enhance the quality, utility and
clarity of the information to be
collected; and
(4) Minimize the burden of collection
of information on those who are to
respond, including through the use of
automated collection techniques or
other forms of information technology.
Persons wishing to submit comments
on the collection of information
requirements should direct them to the
following persons: (1) Desk Officer for
the Securities and Exchange
Commission, Office of Information and
Budget (‘‘OMB’’), Room 3208, New
Executive Office Building, Washington,
DC 20503; and (2) Nancy M. Morris,
Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090 with
reference to File No. S7– – . OMB is
required to make a decision concerning
the collection of information between 30
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and 60 days after publication, so a
comment to OMB is best assured of
having its full effect if OMB receives it
within 30 days of publication. The
Commission has submitted the
proposed collection of information to
OMB for approval. Requests for the
materials submitted to OMB by the
Commission with regard to this
collection of information should be in
writing, refer to File No. S7– – , and be
submitted to the Securities and
Exchange Commission, Records
Management, Office of Filings and
Information Services, 100 F Street, NE.,
Washington, DC 20549.
VI. Costs and Benefits of the Proposed
Rulemaking
The Commission is sensitive to the
costs and benefits of our proposed rule
implementing an electronic filing
system for transfer agent forms. We
believe that the proposed amendments
would benefit transfer agents and
investors by improving the efficiency
and quality of the information filed with
the Commission, which is available to
the public. We also believe that the
proposed amendments would result in
certain costs to most transfer agents
because they may need to purchase
computer software and possibly
hardware and would need to train
personnel to create forms in the
EDGARLiteTM application and to file the
forms on EDGAR. The Commission
encourages commenters to identify,
discuss, analyze, and supply relevant
data regarding any such costs or
benefits.
A. Benefits
An electronic filing system would
improve the efficiency of the filing
process for transfer agents and would
also improve the public dissemination
of the information on the forms. The
electronic filing system would eliminate
the burdens associated with the paper
forms and the possibility of the forms
being lost or misdirected. By performing
data validation checks, the EDGARLite
application would help to ensure that
transfer agents fill the forms out
completely and in the appropriate
format. It would also provide transfer
agents with email notification that a
form has been accepted or suspended by
the Commission.
The proposed rule would benefit the
public because it would make the
information on transfer agent forms,
which is publicly available information,
more easily accessible and available in
a more timely manner in EDGAR than
it currently is through the Commission’s
public reference room. The new system
would also improve the Commission’s
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ability to maintain, review, and analyze
transfer agent forms by collecting and
storing all of the information on the
forms in a single, centralized database.
The database would be updated
immediately upon the receipt of new
filings and would help the Commission
identify delinquent filers. It would also
allow for analytic tools such as data
aggregation, statistical analysis, and
report generation.
B. Costs
Transfer agents would incur initial
and ongoing costs with respect to the
electronic filing system. The
Commission believes that most of the
cost burden would be in terms of initial
costs and would be in terms of using the
electronic filing system. The
Commission does not believe that
transfer agents would incur additional
costs in the first year as a result of
completing the forms in electronic
format versus in paper format because,
other than amendments to Question 4 of
Form TA–2 to request the number of
individual securityholder accounts and
to Questions 6 and 7 of Form TA–1 to
request the file number of service
companies and named transfer agents,
the substance of the transfer agent forms
is not changing. However, transfer
agents that are registered with the
Commission would incur additional
costs with respect to completing the
forms because they would be required to
prepare and file an electronic
amendment to their original registration
on Form TA–1 and submit it to EDGAR
for the first year of electronic filing
before they could submit their annual
report on Form TA–2.
In order to file electronic transfer
agent forms in EDGAR, transfer agents
would need the computer system
requirements necessary to access
EDGAR and would have to train
personnel to prepare forms using
EDGARLite. We believe that most
transfer agents currently have the
necessary computer system
requirements as well as access to the
Internet as part of their current
businesses. However, the Commission
believes that many transfer agents
would choose to purchase MS
InfopathTM which is needed to view and
enter data in EDGARLite forms.
To estimate the impact of the proposal
on transfer agents, the Commission
reviewed the filings submitted by
transfer agents to the Commission and
communicated with several small and
mid-size transfer agents regarding their
computer systems, personnel, and
familiarity with EDGAR. Many transfer
agents are entities or are affiliated with
entities, such as publicly traded
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companies or investment companies,
which submit filings to the Commission
electronically in EDGAR. These transfer
agents have the necessary computer
system requirements and personnel to
file the transfer agent forms in EDGAR,
but many do not have the MS
InfoPathTM software necessary to
construct forms in EDGARLite. Transfer
agents that have purchased Microsoft
Office 2000 Professional Enterprise
EditionTM have MS InfoPathTM included
as part of their operating system;
however, most of these transfer agents
are not familiar with MS InfoPathTM and
would have to train their personnel to
use the software. Of the transfer agents
that do not currently file forms
electronically in EDGAR, most have the
computer system requirements to file in
EDGAR, but would need to purchase
MS InfoPathTM, train personnel to
construct forms using EDGARLite, and
submit forms electronically to EDGAR.
In addition, some transfer agents may
not have the necessary system
requirements to file in EDGAR and
would need to purchase upgrades to
their computer systems as well as incur
the costs related to purchasing the MS
InfoPathTM software and training
personnel to file forms in EDGAR using
EDGARLite.
From the above information, the
Commission estimates that the cost to
transfer agents of the electronic filing
proposal could range from only the cost
of training personnel to create forms in
EDGARLite to the cost of upgrading
systems, purchasing MS InfoPathTM and
training personnel to use the EDGAR
system and EDGARLite. The EDGARLite
application is designed to be easy to use
and the MS InfoPathTM software is a
relatively low-cost software package that
is readily available. The EDGAR Filer
Manual would provide instructions for
installing MS InfoPathTM and for using
EDGARLite. Based on this, the
Commission estimates that any training
for personnel with respect to electronic
filing would be two hours for each
registered transfer agent. Additionally,
the Commission estimates that transfer
agents registered with the Commission
would require an additional two hours
to refile the information on Form TA–
1 as an amended Form TA–1 would be
two hours. The Commission estimates a
cost of $31.50 per hour and that the total
labor cost to the transfer agent industry
for complying with the proposed
amendments would be $98,910.39
39 The cost per hour is based on the estimated per
hour salary of a senior computer operator using the
Securities Industry Association’s Office Salary Data
for 2003, adjusted for inflation.
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Alternatively, transfer agents or a
third party could prepare the forms
without MS InfoPathTM by creating an
XML tagged version of the filing as an
ASCII document using technical
specifications that would be available
on the Commission’s public Web site.40
The Commission would integrate the
XML tags with the form template to
create a structured form that is identical
to the form created in EDGARLite for
the purpose of viewing the form in
EDGAR. This filing method would
require some technical expertise on the
part of the filer, however. Additionally,
transfer agents could hire a third party
filer to prepare and submit the forms on
their behalf using MS InfoPath.TM Third
parties generally charge separate fees for
preparation and submission of EDGAR
filings, and they either charge a fee per
page of a filing or, for some forms, offer
a flat rate per form. Based on the
published cost structures of some of the
larger third party filers, we estimate that
the cost of hiring a third party filer to
fill out a single transfer agent form
would be in the range of $150 to $200.
The Commission estimates that
transfer agents would incur a small
amount of ongoing costs with respect to
the proposed amendments, such as
purchasing upgrades to MS InfoPathTM
software and maintaining access to the
internet. Additionally, transfer agents
would have to have personnel that are
familiar with the EDGAR system to file
Form TA–2 each year and amendments
to Form TA–1 whenever the information
on the form becomes inaccurate,
misleading, or incomplete.
C. Request for Comment
The Commission requests data to
quantify the costs and the benefits
above. The Commission seeks estimates
of these costs and benefits, as well as
any costs and benefits not already
described, which could result from the
adoption of the proposed amendments
to Regulation S–T, Rules 17Ac2–1,
17Ac2–2, and 17Ac3–1 and the
proposed amendments to Form TA–1,
Form TA–2, and Form TA–W and the
instructions to the forms. Specifically,
the Commission requests comments
regarding the costs related to training
personnel to construct forms using
EDGARLite and to file in the EDGAR
system. Additionally, the Commission
requests comments regarding the types
of systems upgrades transfer agents
could have to make to their computer
systems in order to file electronically in
EDGAR and the costs of such upgrades.
The Commission also requests
comments regarding the cost related to
developing the transfer agent forms
without using MS InfoPathTM and the
cost related to hiring a third party to
prepare the forms. Finally, The
Commission requests commenters to
address whether the proposed
amendments to Regulation S–T, Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 and
the proposed amendments to Form TA–
1, Form TA–2, and Form TA–W and the
instructions to the forms would generate
the anticipated benefits or impose any
unanticipated costs on transfer agents
and the public.
VII. Consideration of the Burden on
Competition, Promotion of Efficiency,
and Capital Formation
Section 3(f) of the Act 41 requires the
Commission, whenever it engages in
rulemaking and is required to consider
or to determine whether an action is
necessary or appropriate in the pubic
interest, to consider whether the action
will promote efficiency, competition,
and capital formation. In addition,
Section 23(a)(2) of the Act 42 requires
the Commission, when promulgating
rules under the Act, to consider the
impact any such rules would have on
competition. Section 23(a)(2) further
provides that the Commission may not
adopt a rule that would impose a
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act.
A transfer agent is any entity that
engages on behalf of an issuer of
securities or on behalf of itself as an
issuer of securities in (A) countersigning
such securities upon issuance; (B)
monitoring the issuance of such
securities with a view to preventing
unauthorized issuance, a function
commonly performed by a person called
a registrar; (C) registering the transfer of
such securities; (D) exchanging or
converting such securities; and (E)
transferring record ownership of
securities by bookkeeping entry without
physical issuance of securities
certificates.43 Transfer agents are
regulated by the Commission pursuant
to Section 17A of the Act. All transfer
agents file an annual report with the
Commission on Form TA–2. Certain
transfer agents file registrations on Form
TA–1 and withdrawals from registration
on Form TA–W with the Commission.
These forms are currently filed with the
Commission in paper format.
The proposed amendments to
Regulation S–T, Rules 17Ac2–1, 17Ac2–
2, and 17Ac3–1 and to Forms TA–1,
TA–2, and TA–W and the instructions
41 15
U.S.C. 78c(f).
U.S.C. 78w(a)(2).
43 15 U.S.C. 78c(a)(25).
42 15
40 See
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to the forms would require that transfer
agent forms be filed electronically using
the Commission’s EDGAR system. The
Commission has designed a new
application in EDGAR, EDGARLite, that
bundles form templates with a
commercial off-the-shelf software
package, MS InfoPath,TM to allow filers
to easily complete electronic forms for
submission to the Commission.
However, filers would not be required to
use EDGARLite and could submit the
information reported on the forms to the
Commission in ASCII text characters.44
An electronic filing system would
eliminate the burdens associated with
the paper forms and the possibility of
the forms being lost or misdirected. The
EDGARLite application would perform
data validation checks, which would
help to ensure that transfer agents fill
the forms out completely and in the
appropriate format. It would also
provide transfer agents with email
notification that a form has been
accepted or suspended by the
Commission. Accordingly, the proposal
to implement the electronic filing
system should promote efficiency. The
amendments would apply to all transfer
agents and the EDGARLite application
is intended to be a program that is easy
to use at a reasonable cost. Most transfer
agents would be able to comply with an
electronic filing requirement without
difficulty; however, the proposal would
allow transfer agents to receive a
continuing hardship exemption under
Rule 202 of Regulation S–T if the
electronic filing requirement would
cause undue burden or cost. As a result,
the proposal should not adversely
impact a transfer agent’s ability to file
transfer agent forms and, accordingly,
should not have an adverse impact on
competition. The proposal would not
affect the operations of transfer agents
and it would not materially change the
information that is required to be
reported to the Commission on the
forms. The proposal would change the
filing method of the forms from paper
format to electronic format.
Accordingly, the proposal should not
have an impact on capital formation.
The Commission generally requests
comment on the competitive or
anticompetitive effects of these
amendments to Regulation S–T, Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 and to
Form TA–1, Form TA–2, and Form TA–
W on any transfer agents if adopted as
proposed. The Commission also
requests comment on what impact the
amendments, if adopted, would have on
efficiency and capital formation.
Commenters should provide analysis
and empirical data to support their
views on the costs and benefits
associated with the proposal.
VIII. Initial Regulatory Flexibility
Analysis
Section 3(a) of the Regulatory
Flexibility Act of 1980 45 requires the
Commission to undertake an initial
regulatory flexibility analysis of the
proposed rule on small entities unless
the Commission certifies that the rule, if
adopted, would not have a significant
economic impact on a substantial
number of small entities.46 The
Commission has prepared an Initial
Regulatory Flexibility Analysis
(‘‘IRFA’’) pursuant to the Regulatory
Flexibility Act regarding the proposed
amendments to Regulation S–T, Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 and to
Form TA–1, Form TA–2, and Form TA–
W and the instructions to the forms.
The IRFA prepared by the
Commission states that the purpose of
the proposal to establish an electronic
filing system for transfer agent forms is
to improve the efficiency of the filing
process for transfer agents and the
public dissemination of the information
on the forms. An electronic filing
system would eliminate the burdens
associated with paper forms and
streamline the filing process. It would
help to ensure that transfer agents fill
the forms out completely and in the
appropriate format. It would also
provide transfer agents with email
notification that a form has been
accepted or suspended by the
Commission.
The IRFA sets forth the statutory
authority for the proposed amendments
to Rules 17Ac2–1, 17Ac2–2, and
17Ac3–1 and to Regulation S–T, Form
TA–1, Form TA–2, and Form TA–W and
the instructions to the forms. The IRFA
also discusses the effect of the proposal
on transfer agents that are small entities
under Rule 0–10(h) under the Act.47
Rule 0–10(h) defines the term ‘‘small
business’’ or ‘‘small organization’’ to
include any transfer agent that (1)
received less than 500 items for transfer
and less than 500 items for processing
during the preceding six months (or in
the time that it has been in business, if
shorter); (2) transferred items only of
issuers that would be deemed ‘‘small
businesses’’ or ‘‘small organizations’’ as
defined in this section; and (3)
maintained master shareholder files that
in the aggregate contained less than
1,000 shareholder accounts or was the
named transfer agent for less than 1,000
45 5
U.S.C. 603(a).
U.S.C. 605(b).
47 17 CFR 240.0–10(h).
46 5
44 See
note 15.
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shareholder accounts at all times during
the preceding fiscal year (or the time
that it has been in business, if shorter);
and (4) is not affiliated with any person,
other than a natural person, that is not
a small business or small organization
under Rule 0–10.
The Commission estimates that there
are 310 registered transfer agents that
are ‘‘small entities’’ under Rule 0–10. Of
these, 170 are registered with the
Commission and 140 are registered with
the other ARAs.
The proposed amendments would
require that all transfer agents apply for
access to the EDGAR system and file all
transfer agent forms that they file with
the Commission electronically in
EDGAR. Transfer agents would be
expected, but not required, to complete
the electronic forms by using the
EDGARLite application. All transfer
agents filing electronically would need
to have a computer system that meets
the EDGAR software and hardware
requirements. Additionally, all transfer
agents that have previously filed a Form
TA–1 with the Commission would have
to file an amended Form TA–1
electronically, of which approximately
170 are small entities within the
definition in Rule 0–10. The IRFA states
that the incremental burden on all
‘‘small entities’’ would be
approximately 960 hours and $30,240.
The IRFA also states that the proposed
amendments would not impose any
other reporting, recordkeeping, or
compliance requirements, and that the
Commission believes that there are no
rules that duplicate, overlap, or conflict
with the proposed amendments.
The IRFA discusses the alternatives
considered by the Commission in
connection with the proposed
amendments to Regulation S–T, Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 and to
Form TA–1, TA–2, and TA–W and the
instructions to the forms. The purpose
of electronic filing is to have all filings
required to be filed with the
Commission received in a timely and
efficient manner and for the data filed
on the forms to be stored in a single,
centralized database. Any forms filed on
paper could be subject to loss,
inaccuracies, and delayed reporting,
which would affect the integrity of the
database and affect the Commission’s
ability to perform its oversight role with
respect to transfer agents. Accordingly,
we have determined that it would not be
appropriate to allow any transfer agents
to continue to file the forms in paper
form unless the Commission were to
grant the transfer agent a continuing
hardship exemption under Rule 202 of
Regulation S–T.
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As an alternative to creating the
electronic forms in EDGARLite, which
would require the filer to purchase MS
InfoPathTM software, transfer agents or a
third party could prepare the forms
outside of EDGARLite by creating an
XML tagged version of the filing as an
ASCII document using technical
specifications that would be available
on the Commission’s public Web site.48
It should be noted that this filing
method would require some technical
expertise on the part of the filer and the
Commission does not anticipate that
any transfer agents or third parties
would find it worth the cost savings to
develop the transfer agent forms outside
of EDGARLite.
The Commission also considered
whether entities could file the forms
with the Commission by using public
computer services, such as an internet
cafe or a public library, and therefore
avoid the expense of any required
hardware, software, or internet access.
Commission staff contacted public
computer service providers in 2004 and
determined that it was unlikely that
these facilities would have the
necessary MS InfopathTM software
requirement for using the EDGARLite
templates. However, transfer agents
would be free to use a public facility if
the facility has the necessary computer
system requirements. Additionally,
filers could prepare their filings by
creating an ASCII document as
described above, which should be
possible on many public computer
service facilities.
Finally, the Commission could grant a
transfer agent a continuing hardship
exemption from the electronic filing
requirement under Rule 202 of
Regulation S–T if the transfer agent
demonstrates that the electronic filing
requirement would cause it undue
burden or expense. A transfer agent that
was granted such an exemption would
continue to file the forms in paper and
thus would not be economically
impacted by the electronic filing
requirement.
The Commission encourages the
submission of written comments with
respect to any aspect of the IRFA.
Comments should specify costs of
compliance with the proposed
amendments. For purposes of the Small
Business Regulatory Enforcement
Fairness Act of 1996,49 the Commission
is also requesting information regarding
the potential impact of the proposed
rule on the economy on an annual basis.
48 See
note 15.
49 Pub. L. 104–121, Title II, 110 Stat. 857 (1996).
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Commenters should provide empirical
data to support their views.
IX. Statutory Basis and Text of the
Proposed Amendments
The amendments to Regulation S–T
under the Securities Act of 1933, Rule
17Ac2–1, Rule 17Ac2–2, and Rule
17Ac3–1, and Forms TA–1, TA–2, and
TA–W under the Act are being proposed
pursuant to Section 19(a) of the
Securities Act and Sections 17, 17A,
and 23(a) of the Act.
Text of Proposed Rule Amendments
List of Subjects in 17 CFR Parts 232,
239, 240, 249, 249b, 269, and 274
Reporting and recordkeeping
requirements, Securities.
Text of Amendment
In accordance with the foregoing,
Title 17, Chapter II of the Code of
Federal Regulations is proposed to be
amended as follows:
PART 232—REGULATION S–T—
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
1. The general authority citation for
part 232 is revised to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j,
77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 78ll(d), 80a–8, 80a–29, 80a–30, 80a–
37, and 7201 et seq.; and 18 U.S.C. 1350.
*
*
*
*
*
2. Amend § 232.101 by:
a. Removing the word ‘‘and’’ at the
end of paragraph (a)(1)(x);
b. Removing the period at the end of
paragraph (a)(1)(xi) and adding ‘‘; and’’;
and
c. Adding paragraph (a)(1)(xii).
The addition reads as follows.
§ 232.101 Mandated electronic
submissions and exceptions.
(a) * * *
(1) * * *
(xii) Form TA–1 (§ 249.100 of this
chapter), Form TA–2 (§ 249.102 of this
chapter), and Form TA–W (§ 249.101 of
this chapter).
*
*
*
*
*
3. Revise § 232.104 paragraph (a) to
read as follows.
§ 232.104 Unofficial PDF copies included
in an electronic submission.
(a) An electronic submission, other
than a Form 3 (§ 249.103 of this
chapter), a Form 4 (§ 249.104 of this
chapter), a Form 5 (§ 249.105 of this
chapter), a Form ID (§§ 239.63, 249.446,
269.7 and 274.402 of this chapter), a
Form TA–1 (§ 249.100 of this chapter),
a Form TA–2 (§ 249.102 of this chapter),
or a Form TA–W (§ 249.101 of this
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chapter), may include one unofficial
PDF copy of each electronic document
contained within that submission,
tagged in the format required by the
EDGAR Filer Manual.
*
*
*
*
*
4. Section 232.201 is amended by
revising the introductory text of
paragraph (a) to read as follows.
§ 232.201
Temporary hardship exemption.
(a) If an electronic filer experiences
unanticipated technical difficulties
preventing the timely preparation and
submission of an electronic filing other
than a Form 3 (§ 249.103 of this
chapter), a Form 4 (§ 249.104 of this
chapter), a Form 5 (§ 249.105 of this
chapter), a Form ID (§§ 239.63, 249.446,
269.7 and 274.402 of this chapter), a
Form TA–1 (§ 249.100 of this chapter),
a Form TA–2 (§ 249.102 of this chapter),
or a Form TA–W (§ 249.101 of this
chapter), the electronic filer may file the
subject filing, under cover of Form TH
(§§ 239.65, 249.447, 269.10 and 274.404
of this chapter), in paper format no later
than one business day after the date on
which the filing was to be made.
*
*
*
*
*
PART 239—FORMS PRESCRIBED
UNDER THE SECURITIES ACT OF 1933
5. The general authority citation for
part 239 is revised to read as follows.
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,
77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n,
78o(d), 78u–5, 78w(a), 78ll(d), 78mm, 80a–
2(a), 80a–3, 80a–8, 80a–9, 80a–10, 80a–13,
80a–24, 80a–26, 80a–29, 80a–30, and 80–37,
unless otherwise noted.
*
*
*
*
*
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
6. The general authority citation for
part 240 is revised to read as follows.
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j,
78j–1, 78k, 78k–1, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78u–5, 78w, 78x, 78ll(d), 78mm,
80a–20, 80a–23, 80a–29, 80a–37, 80b–3, 80b–
4, 80b–11, and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
*
*
*
*
*
7. Amend § 240.17Ac2–1 by:
a. Revising paragraph (c);
b. Redesignating paragraph (d) as
paragraph (e); and
c. Adding new paragraph (d).
The revision and addition reads as
follows.
§ 240.17Ac2–1 Application for registration
of transfer agents.
*
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(c) If any of the information reported
on Form TA–1 (§ 249b.100 of this
chapter) becomes inaccurate,
misleading, or incomplete, the registrant
shall correct the information by filing an
amendment within sixty days following
the date on which the information
becomes inaccurate, misleading, or
incomplete.
(d) Every registration and amendment
filed pursuant to this section shall be
filed with the Commission
electronically in the Commission’s
EDGAR system. Transfer agents should
refer to Form TA–1 and the instructions
to the form (§ 249b.100 of this chapter)
and to the EDGAR Filer Manual
(§ 232.301 of this chapter) for the
technical requirements and instructions
for electronic filing. Transfer agents that
have previously filed a Form TA–1 with
the Commission must refile the
information on their Form TA–1, as
amended, in electronic format in
EDGAR as an amended Form TA–1.
*
*
*
*
*
8. Amend § 240.17Ac2–2 by:
a. Adding two sentences to the end of
the introductory text of paragraph (a);
and
b. Revising paragraph (c).
The addition and revision reads as
follows.
§ 240.17Ac2–2 Annual reporting
requirement for registered transfer agents.
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(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
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of this chapter) and the EDGAR Filer
Manual (§ 232.301 of this chapter) for
further information regarding electronic
filing. Every registered transfer agent
must file an electronic Form TA–1 with
the Commission, or an electronic
amendment to its Form TA–1 if the
transfer agent previously filed a paper
Form TA–1 with the Commission,
before it may file an electronic Form
TA–2 or Form TA–W with the
Commission.
9. Amend § 240.17Ac3–1 by:
a. Removing the authority citations at
the end of the section;
b. Removing from paragraph (a) and
the first sentence of paragraph (b) the
term ‘‘17A(c)(3)(C)’’ and in its place
adding ‘‘17A(c)(4)’’;
c. Removing from paragraph (b) the
term ‘‘17A(c)(3)(A)’’ and in its place
adding ‘‘17A(c)(3)’’;
d. Redesignating paragraph (c) as
paragraph (d); and
e. Adding new paragraph (c).
The addition reads as follows.
§ 240.17Ac3–1 Withdrawal from
registration with the Commission.
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
*
*
*
*
(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 269—FORMS PRESCRIBED
UNDER THE TRUST INDENTURE ACT
OF 1939
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.
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PART 274—FORMS PRESCRIBED
UNDER THE INVESTMENT COMPANY
ACT OF 1940
14. The authority citation for Part 274
continues to read in part as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,
78c(b), 78l, 78m, 78n, 78o(d), 80a–8, 80a–24,
80a–26, and 80a–29, unless otherwise noted.
*
*
*
*
15. Form ID (referenced in § 239.63,
§ 249.446, § 269.7, and § 274.402) is
revised as set forth in Appendix A.
Dated: August 24, 2006.
By the Commission.
Nancy M. Morris,
Secretary.
Note: The following Appendices A, B, C,
and D will not appear in the Code of Federal
Regulations.
BILLING CODE 8010–01–P
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Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules
Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 / Proposed Rules
BILLING CODE 8010–01–C
I. General Instructions for Filing and
Amending Form TA–1.
UNITED STATES
Securities and Exchange Commission
Washington, DC 20549
Instructions for Use of Form TA–1
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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.
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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
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to filing electronic documents in
EDGAR. 17 CFR 232 et seq.
9. ‘‘EDGAR’’ (Electronic Data
Gathering, Analysis, and Retrieval) is
the computer system for the receipt,
acceptance, review, and dissemination
of documents submitted to the
Commission in electronic format.
10. ‘‘EDGAR Filer Manual’’ is the
manual prepared by the SEC setting out
the technical format requirements for an
electronic submission to EDGAR.
11. ‘‘EDGARLite’’ is an application in
EDGAR that registrants may use to
create the electronic Form TA–1 for
submission to EDGAR.
B. Who Must File. Pursuant to Section
17A(c)(1) of the Act, it is unlawful for
a transfer agent to perform any transfer
agent function with respect to any
qualifying security unless that transfer
agent is registered with its ARA. A
qualifying security is any security
registered under Section 12 of the Act.
Thus, qualifying securities include
securities registered on a national
securities exchange pursuant to Section
12(b) of the Act as well as equity
securities registered pursuant to Section
12(g)(1) of the Act for issuers that have
total assets exceeding $3,000,000 and a
class of equity securities (other than
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exempted securities) held of record by
500 or more persons. In addition,
qualifying securities include equity
securities of registered investment
companies and certain insurance
companies that would be required to be
registered under Section 12(g) except for
the exemptions provided by paragraphs
(g)(2)(B) and (g)(2)(G), respectively, of
Section 12, i.e., when the asset and
shareholder criteria of Section
12(g)(1)(B) are met.
C. When to File. Before a transfer
agent may perform any transfer agent
function for a qualifying security, it
must apply for registration on Form TA–
1 with its ARA and its registration must
become effective. Instructions for
amending Form TA–1 appear at General
Instruction H.
D. How to File. Registrants file
electronically in EDGAR. Registrants
should refer to the EDGAR Filer
Manual, which is available on the SEC’s
Web site, www.sec.gov, for the
instructions for preparing forms in
EDGARLiteTM and filing forms in
EDGAR as well as for the computer
hardware and software requirements for
electronic filing. A Form TA–1 or an
amended Form TA–1 which is not
completed properly may be suspended
as not acceptable for filing. Acceptance
of this form, however, does not mean
that the Commission has found that it
has been filed as required or that the
information submitted therein is true,
correct or complete. Registrants that are
granted a hardship exemption from
electronic filing under Rule 202 of
Regulation S–T, 17 CFR 232.202, will be
provided with instructions on how and
where to file a paper Form TA–1. A
registrant that wishes to include a cover
letter or other correspondence may do
so by including the document as an
attachment to the Form.
E. EDGAR Access. Before registrants
may prepare the Form in EDGARLite or
file the Form in EDGAR they must apply
for access to EDGAR. Registrants should
refer to the EDGAR Filer Manual,
Volume I (General Instructions) for
information on accessing EDGAR.
F. Records. Each registrant must keep
an exact copy of any filing for its
records. Registrants should refer to 17
CFR 240.17Ad–6 and 240.17Ad–7 for
information regarding the recordkeeping
rules for transfer agents.
G. Effective Date. Registration of a
transfer agent becomes effective thirty
days after receipt by the ARA of the
application for registration unless the
filing does not comply with applicable
requirements or the ARA takes
affirmative action to accelerate, deny, or
postpone registration in accordance
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with the provisions of Section 17A(c) of
the Act.
H. Amending Registration. Each
registrant must amend Form TA–1
within sixty calendar days following the
date on which information reported
therein becomes inaccurate, incomplete,
or misleading.
1. Registrants amend Form TA–1 by
selecting the submission type
‘‘Amendment’’ on Form TA–1.
2. All fields that are required to be
completed on the registrant’s Form TA–
1 must be completed on the amended
Form TA–1. The transfer agent may use
a saved electronic version of a
previously filed Form TA–1 or amended
Form TA–1 as a template for the
amended filing and create the amended
form by revising the responses for
which the information has become
inaccurate, incomplete, or misleading.
(For instructions on using a saved form
as a template for an amended filing,
registrants should refer to the EDGAR
Filer Manual.)
II. Special Instructions for Filing and
Amending Form TA–1.
A. Electronic Filing. Beginning
[effective date of the proposed rule], all
transfer agent forms (Form TA–1, Form
TA–2, and Form TA–W) filed with the
SEC must be filed electronically in
EDGAR. Transfer agents that are
registered with the SEC must refile
electronically the information on their
Form TA–1, as amended, with the SEC
on an amended Form TA–1. The SEC
will not accept any other transfer agent
form from such transfer agents until
they have filed an electronic amended
Form TA–1.
B. Exemptions from Electronic Filing.
The SEC may in limited cases grant an
exemption from electronic filing where
the filer can show that an electronic
filing requirement creates an
unreasonable burden or expense.
Registrants should refer to Rule 202 of
Regulation S–T, 17 CFR 232.202, and
the SEC’s Web site, https://www.sec.gov,
for information on applying for a
hardship exemption.
C. Registration. Registrants must
provide full and complete responses in
the appropriate format.
1. Information relating to electronic
filing. As an EDGAR filer, a registrant is
required to provide the following:
a. Whether the form is a ‘‘live’’ or
‘‘test’’ filing submission;
b. Whether the registrant would like
a Return Copy of the filing;
c. The registrant’s CIK;
d. The registrant’s CCC;
e. The contact e-mail address for the
registrant; and
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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 (https://www.dtc.org).
3. State in Question 3.c. the full
address of the registrant’s principal
office where transfer agent activities are,
or will be, performed; a post office box
number is not acceptable. State in
response to Question 3.d. the
registrant’s mailing address if different
from the response to Question 3.c. You
may provide a post office box number
in response to Question 3.d.
4. For the purpose of answering
Question 5, a transfer agent is an
affiliate of, or affiliated with, a person,
if the transfer agent directly, or
indirectly through one or more
intermediaries, controls, or is controlled
by, or is under common control with,
that person.
5. In answering Questions 6 and 7, a
‘‘named transfer agent’’ is a transfer
agent engaged by the issuer to perform
transfer agent functions for an issue of
securities. There may be more than one
named transfer agent for a given security
issue (e.g., principal transfer agent, cotransfer agent or outside registrar).
D. Questions 8 through 10. Only
independent, non-issuer registrants are
required to complete Questions 8
through 10.
E. Execution of Form TA–1 and
Amendments Thereto. A duly
authorized official or a principal of the
registrant must execute Form TA–1 and
any amendments thereto on behalf of
that registrant. For a corporate
registrant, the term official includes the
chairman or vice-chairman of the board
of directors, the chairman of the
executive committee, or any officer of
the corporation who is authorized by
the corporation to sign Form TA–1 on
its behalf. For a non-corporate
registrant, duly authorized principal
means a principal of the registrant who
is authorized to sign Form TA–1 on its
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behalf. The official or principal of the
registrant shall execute Form TA–1 by
providing an electronic signature
pursuant to Rule 301, Signatures, of
Regulation S–T, 17 CFR 232.301. The
official or principal of the registrant
must provide his or her full name in
typed format in the signature box of the
form and must manually sign a
signature page or other document
authenticating, acknowledging, or
otherwise adopting his or her signature
that appears in typed form within the
electronic filing. The signature page or
other such document shall be signed at
or before the time the electronic filing
is made, shall be retained by the transfer
agent for a period of five years, and shall
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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
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a transfer agent and from registered
transfer agents the information required
to be supplied by Form TA–1.
Disclosure to the SEC of the information
requested in Form TA–1 is a
prerequisite to the processing of Form
TA–1. The information will be used for
the principal purpose of determining
whether the SEC should permit an
application for registration to become
effective or should deny, accelerate or
postpone registration of an applicant.
The information supplied herein may
also be used for all routine uses of the
SEC. Information supplied on this Form
will be included routinely in the public
files of the SEC and will be available for
inspection by any interested person.
BILLING CODE 8010–01–P
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53532
BILLING CODE 8010–01–C
I. General Instructions for Filing Form
TA–W
Securities and Exchange Commission
Instructions for Use of Form TA–W
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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.
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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
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53533
a transfer agent for other than its own
securities or securities of an affiliate.
8. ‘‘Regulation S–T’’ is the SEC’s
regulation containing the rules related
to filing electronic documents in
EDGAR. 17 CFR 232 et seq.
9. ‘‘EDGAR’’ (Electronic Data
Gathering, Analysis, and Retrieval) is
defined in Rule 11 of Regulation S–T, 17
CFR 232.11, as the computer system for
the receipt, acceptance, review, and
dissemination of documents submitted
to the Commission in electronic format.
10. ‘‘EDGAR Filer Manual,’’ is the
manual prepared by the SEC setting out
the technical format requirements for an
electronic submission to EDGAR.
11. ‘‘EDGARLite’’ is an application in
EDGAR that registrants may use to
create the electronic Form TA–W for
submission to EDGAR.
B. Who Must File. Pursuant to Section
17A(c)(4)(B) of the Act, a registered
transfer agent may, upon such terms and
conditions as the ARA for such transfer
agent deems necessary or appropriate in
the public interest, for the protection of
investors, or in furtherance of the
purposes of Section 17A the Act,
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withdraw from registration by filing a
written notice of withdrawal with such
ARA.
C. When to File. Before a registrant
may withdraw from registration as a
transfer agent, it must file a notice of
withdrawal from registration as a
transfer agent with the Commission on
Form TA–W.
D. How to File. Registrants file
electronically in EDGAR. Registrants
may prepare the Form using EDGARLite
and should refer to the EDGAR Filer
Manual, which is available on the SEC’s
Web site at https://www.sec.gov for
instructions for preparing and
submitting electronic forms as well as
for the technical requirements for filing
in EDGAR. A Form TA–W which is not
completed properly may be suspended
as not acceptable for filing. Acceptance
of this Form, however, does not mean
that the Commission has found that it
has been filed as required or that the
information submitted therein is true,
correct or complete.
Registrants that are granted a hardship
exemption from electronic filing under
Rule 202 of Regulation S–T, 17 CFR
232.202, will be provided with
instructions on how and where to file a
paper Form TA–W.
E. Records. Each registrant must keep
an exact copy of any filing for its
records. Registrants should refer to 17
CFR 240.17Ad–6 and 240.17Ad–7 for
information regarding the recordkeeping
rules for transfer agents.
F. Effective Date. In accordance with
the rules adopted by the Commission,
notice to withdraw from registration
filed by a transfer agent shall become
effective on the 60th day after the filing
thereof with the Commission or within
such shorter period of time as the
Commission may determine. If a notice
to withdraw from registration is filed
with the Commission any time
subsequent to the date of issuance of an
order instituting proceedings pursuant
to Section 17A(c)(3)(A), or if prior to the
effective date of the notice of
withdrawal the Commission institutes
such a proceeding or a proceeding to
impose terms and conditions upon such
withdrawal, the notice of withdrawal
shall not become effective except at
such time and upon such terms and
conditions as the Commission deems
necessary or appropriate in the public
interest, for the protection of investors,
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18:10 Sep 08, 2006
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or in furtherance of the purposes of
Section 17A.
II. Special Instructions for Filing Form
TA–W
A. Electronic Filing. Beginning [insert
effective date of the rule], all transfer
agent forms (Form TA–1, Form TA–2,
and Form TA–W) filed with the SEC
must be filed electronically in EDGAR.
B. Exemptions from Electronic Filing.
The SEC may, in limited cases, grant an
exemption from electronic filing where
the filer can show that an electronic
filing requirement creates an
unreasonable burden or expense.
Registrants should refer to Rule 202 of
Regulation S–T, 17 CFR 232.202, and to
the SEC’s Web site, https://www.sec.gov,
for information on applying for a
hardship exemption.
C. Withdrawal from Registration.
Registrants must provide full and
complete responses in the appropriate
format.
1. Information relating to electronic
filing. As EDGAR filers, registrants are
required to provide the following:
a. Whether the Form is a ‘‘live’’ or
‘‘test’’ filing submission;
b. Whether the registrant would like
a Return Copy of the filing;
c. The registrant’s CIK;
d. The registrant’s CCC;
e. The contact e-mail address for the
registrant; and
f. The notification e-mail address(es)
for the registrant regarding the status of
the submission.
For more information regarding the
above requirements see the EDGAR Filer
Manual, Volume I (General
Requirements). A registrant that is
granted a continuing hardship
exemption pursuant to Rule 202 of
Regulation S–T, 17 CFR 232.202, need
only provide its CIK.
2. All items on the Form must be
answered in full. Individuals’ names
must be given in full.
D. Execution of Form TA–W. A duly
authorized official or a principal of the
registrant must execute Form TA–W and
any amendments thereto on behalf of
that registrant. For a corporate
registrant, the term official includes the
chairman or vice-chairman of the board
of directors, the chairman of the
executive committee, or any officer of
the corporation who is authorized by
the corporation to sign Form TA–W on
its behalf. For a non-corporate
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registrant, duly authorized principal
means a principal of the registrant who
is authorized to sign Form TA–W on its
behalf.
The official or principal of the
registrant shall execute Form TA–1 by
providing an electronic signature
pursuant to Rule 302, Signatures, of
Regulation S–T, 17 CFR 232.302. The
official or principal of the registrant
must provide his or her full name in
typed format in the signature box of the
Form and must manually sign a
signature page or other document
authenticating, acknowledging, or
otherwise adopting his or her signature
that appears in typed Form within the
electronic filing. The signature page or
other such document shall be signed at
or before the time the electronic filing
is made, shall be retained by the transfer
agent for a period of five years, and shall
be made available to the Commission or
its staff upon request.
By executing Form TA–W, the
registrant agrees and consents that
notice of any proceeding under the Act
by the SEC involving the registrant may
be given by sending such notice by
registered or certified mail to the
registrant, ‘‘Attention Officer in Charge
of Transfer Agent Activities,’’ at its
principal office for transfer agent
activities as given in response to
Question 3.c. of Form TA–1.
III. Notice
Under Sections 17, 17A(c) and (23)(a)
of the Act and the rules and regulations
thereunder, the Commission is
authorized to solicit from registered
transfer agents the information required
to be supplied by this Form. Disclosure
to the Commission of the information
requested in Form TA–W is a
prerequisite to the processing of a notice
of withdrawal of registration as a
transfer agent. The information will be
used for the principal purpose of
enabling the Commission to determine
whether it is necessary or appropriate in
the public interest, for the protection of
investors, or in furtherance of the
purposes of Section 17A of the Act that
the withdrawal be denied, postponed or
subject to specific terms and conditions.
Information supplied on this Form will
be included routinely in the public files
of the Commission and will be available
for inspection by any interested person.
BILLING CODE 8010–01–P
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BILLING CODE 8010–01–C
UNITED STATES
Securities and Exchange Commission
rwilkins on PROD1PC61 with PROPOSALS2
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.
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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.
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I. General Instructions for Filing and
Amending Form TA–2.
A. Terms and Abbreviations. The
following terms and abbreviations are
used throughout these instructions:
1. ‘‘Act’’ means the Securities
Exchange Act of 1934, 15 U.S.C. 78a et
seq.
2. ‘‘Aged record difference,’’ as
defined in Rule 17Ad–11(a)(2), 17 CFR
240.17Ad-11(a)(2), means a record
difference that has existed for more than
30 calendar days.
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3. ‘‘ARA,’’ as defined in Section
3(a)(34)(B) of the Act, 15 U.S.C.
78c(a)(34)(B), means the appropriate
regulatory agency.
4. ‘‘Direct Registration System’’ or
‘‘DRS’’ means the system, as
administered by The Depository Trust
Company, that allows investors to hold
their securities in electronic book-entry
form directly on the books of the issuer
or its transfer agent.
5. ‘‘Form TA–2’’ includes the Form
TA–2 and any attachments.
6. ‘‘Lost securityholder,’’ as defined in
Rule 17Ad–17, 17 CFR 240.17Ad–17,
means a securityholder: (i) to whom an
item of correspondence that was sent to
the securityholder at the address
contained in the transfer agent’s master
securityholder file has been returned as
undeliverable; provided, however, that
if such item is re-sent within one month
to the lost securityholder, the transfer
agent may deem the securityholder to be
a lost securityholder as of the day the resent item is returned as undeliverable;
and (ii) for whom the transfer agent has
not received information regarding the
securityholder’s new address.
7. ‘‘Named transfer agent,’’ as defined
in Rule 17Ad–9(j), 17 CFR 240.17Ad–
9(j), means a registered transfer agent
that has been engaged by an issuer to
perform transfer agent functions for an
issue of securities but has engaged a
service company (another registered
transfer agent) to perform some or all of
those functions.
8. ‘‘Record difference’’ means any of
the imbalances described in Rule 17Ad–
9(g), 17 CFR 240.17Ad–9(g).
9. ‘‘Reporting period’’ means the
calendar year ending December 31 of
the year for which Form TA–2 is being
filed.
10. ‘‘SEC’’ or ‘‘Commission’’ means
the United States Securities and
Exchange Commission.
11. ‘‘Service company,’’ as defined in
Rule 17Ad–9(k), 17 CFR 240.17Ad–9(k),
means the registered transfer agent
engaged by a named transfer agent to
perform transfer agent functions for that
named transfer agent.
12. ‘‘Transfer agent,’’as defined in
Section 3(a)(25) of the Act, 15 U.S.C.
78c(a)(25), means any person who
engages on behalf of an issuer of
securities or on behalf of itself as an
issuer in at least one of the functions
enumerated therein.
13. ‘‘Regulation S–T,’’ 17 CFR 232, is
the SEC’s regulation that sets forth the
rules related to filing electronic
documents in EDGAR.
14. ‘‘EDGAR,’’ Electronic Data
Gathering, Analysis, and Retrieval, is
defined in Rule 11 of Regulation S–T, 17
CFR 232.11, as the computer system for
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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
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53541
on the SEC’s Web site https://
www.sec.gov, for the technical
instructions for preparing forms using
EDGARLiteTM and for filing on EDGAR
as well as for the computer hardware
and software requirements.
Transfer agents that are granted a
hardship exemption from electronic
filing under Rule 202 of Regulation ST, 17 CFR 232.202, will be provided
with instructions on how and where to
file a paper Form TA–2.
A transfer agent that wishes to
include a cover letter or other
correspondence may do so by including
the document as an electronic
attachment to the form.
D. EDGAR Access. Before transfer
agents file on EDGAR they must obtain
access to EDGAR. Transfer agents
should refer to the EDGAR Filer
Manual, Volume I (General Instructions)
for information on accessing EDGAR.
E. Amending Form TA–2. Transfer
agents may amend Form TA–2 at any
time to correct errors in the information
reported therein.
1. A transfer agent may amend Form
TA–2 by selecting the submission type
‘‘Amendment’’ on Form TA–2. The
transfer agent may use a saved
electronic version of a previously filed
Form TA–2 or an amended Form TA–
2 as a template for the amended filing.
For instructions on using a saved form
as a template for an amended filing
transfer agents should refer to the
EDGAR Filer Manual.
2. All fields that are required to be
completed on the transfer agent’s Form
TA–2 must be completed on the
amended Form TA–2 with the transfer
agent amending only those answers for
which it needs to correct an error.
F. Records. Each transfer agent must
keep an exact copy of any filing for its
records. Transfer agents should refer to
17 CFR 240.17Ad–6 and 240.17Ad–7 for
information regarding the recordkeeping
rules for transfer agents.
G. Execution of Form TA–2 and
Amendments Thereto. A duly
authorized official or a principal of the
transfer agent shall execute Form TA–2
by providing an electronic signature
pursuant to Rule 301, Signatures, of
Regulation S–T, 17 CFR 301. The
official or principal of the transfer agent
must provide his or her full name in
typed format in the signature box of the
form and must manually sign a
signature page or other document
authenticating, acknowledging, or
otherwise adopting his or her signature
that appears in typed form within the
electronic filing. The signature page or
other such document shall be signed at
or before the time the electronic filing
is made, shall be retained by the transfer
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agent for a period of five years, and shall
be made available to the Commission or
its staff upon request.
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II. Special Instructions for Filing Form
TA–2.
A. Electronic Filing. Beginning [insert
effective date of the rule], all transfer
agent forms (Form TA–1, Form TA–2,
and Form TA–W) filed with the SEC
must be filed electronically on EDGAR.
Transfer agents that are registered with
the SEC must refile electronically the
information on their Form TA–1, as
amended, with the SEC on an amended
Form TA–1. The SEC will not accept a
Form TA–2 from transfer agents that are
registered with the SEC until such
transfer agents have filed an electronic
amended Form TA–1.
B. Exemptions from Electronic Filing.
The SEC may in limited cases grant an
exemption from electronic filing where
the filer can show that an electronic
filing requirement creates an
unreasonable burden or expense.
Transfer agents should refer to Rule 202
of Regulation S–T, 17 CFR 232.202, and
to the SEC’s Web site for information on
applying for a hardship exemption.
C. Report of Transfer Agent Activities.
Transfer agents must provide full and
complete responses in the appropriate
format
1. Information relating to electronic
filing. As an EDGAR filer, the transfer
agent is required to provide the
following:
a. Whether the form is a ‘‘live’’ or
‘‘test’’ filing submission;
b. Whether the transfer agent would
like a Return Copy of the filing;
c. The transfer agent’s CIK;
d. The transfer agent’s CCC;
e. The contact e-mail address for the
transfer agent; and
f. The notification e-mail address(es)
for the transfer agent regarding the
status of the submission.
For more information regarding the
above requirements see the EDGAR Filer
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Manual, Volume I (General
Requirements). A transfer agent that is
granted a continuing hardship
exemption pursuant to Rule 202 of
Regulation S–T, 17 CFR 232.202, need
only provide its CIK.
2. Indicate the calendar year for
which Form TA–2 is filed. A transfer
agent registered on December 31 shall
file Form TA–2 by the following March
31 even if the transfer agent conducted
business for less than the entire
reporting period.
3. In answering Question 4.a., indicate
the number of items received for
transfer during the reporting period.
Omit the purchase and redemption of
open-end investment company shares.
Report those items in response to
Question 10.
4. In answering Questions 5 and 6,
include closed-end investment company
securities in the corporate equity
securities category.
a. In answering Question 5.a., include
Direct Registration System, dividend
reinvestment plan and/or direct
purchase plan accounts in the total
number of individual securityholder
accounts maintained.
b. In answering Question 5.b., include
dividend reinvestment plan and/or
direct purchase plan accounts only.
c. In answering Question 5.c., include
Direct Registration System accounts
only.
d. In answering Question 5.d., include
American Depositary Receipts (ADRs) in
the corporate equity or corporate debt
category, as appropriate, and include
dividend reinvestment plan and/or
direct purchase plan accounts in the
corporate equity or open-end
investment company securities category.
e. In answering Question 6, debt
securities are to be counted as one issue
per CUSIP number. Open-end
investment company securities
portfolios are to be counted as one issue
per CUSIP number.
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5. In answering Question 7.c., exclude
coupon payments and transfers of
record ownership as a result of
corporate actions.
6. In answering Question 10, exclude
non-value transactions such as name or
address changes.
7. In answering Question 11.b.,
include only those accounts held by
securityholders that are defined as lost
by Rule 17Ad–17, 17 CFR 240.17Ad–17,
when the underlying securities (i.e., not
just dividends and interest) have been
remitted to the states.
III. Notice
SEC’s Collection of Information: An
agency may not conduct or sponsor, and
a person is not required to respond to,
a collection of information unless it
displays a currently valid control
number. Under Sections 17, 17A(c) and
23(a) of the Act and the rules and
regulations thereunder, the SEC is
authorized to solicit from registered
transfer agents the information required
to be supplied on Form TA–2. The filing
of this Form is mandatory for all
registered transfer agents. The
information will be used for the
principal purpose of regulating
registered transfer agents but may be
used for all routine uses of the SEC or
of the ARAs. Information supplied on
this Form will be included routinely in
the public files of the ARAs and will be
available for inspection by any
interested person. Any member of the
public may direct to the SEC any
comments concerning the accuracy of
the burden estimate on the application
facing page of this Form, and any
suggestions for reducing this burden.
The Office of Management and Budget
has reviewed this collection of
information in accordance with the
clearance requirements of 44 U.S.C.
3507.
[FR Doc. 06–7269 Filed 9–8–06; 8:45 am]
BILLING CODE 8010–01–P
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[Federal Register Volume 71, Number 175 (Monday, September 11, 2006)]
[Proposed Rules]
[Pages 53494-53542]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 06-7269]
[[Page 53493]]
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Part II
Securities and Exchange Commission
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17 CFR Parts 232, 239, 240, 249 et al.
Electronic Filing of Transfer Agent Forms; Proposed Rule
Federal Register / Vol. 71, No. 175 / Monday, September 11, 2006 /
Proposed Rules
[[Page 53494]]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 239, 240, 249, 249b, 269, and 274
[Release No. 34-54356; File No. S7-14-06]
RIN 3235-AJ68
Electronic Filing of Transfer Agent Forms
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
proposing to amend the rules and forms under Section 17A of the
Securities Exchange Act of 1934 (``Act'') to require that the forms
filed with respect to transfer agent registration, annual reporting,
and withdrawal from registration be filed with the Commission
electronically. The forms would be filed on the Commission's EDGAR
database in XML format and would be accessible to Commission staff and
the public for search and retrieval. The proposed rulemaking would
improve the Commission's ability to utilize the information reported on
the forms in performing its oversight function of transfer agent
operations and to publicly disseminate the information on the forms.
DATES: Comments should be submitted on or before October 26, 2006.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form https://
www.sec.gov/rules/proposed.shtml; or
Send an e-mail to rule-comments@sec.gov. Please include
File Number S7-14-06 on the subject line; or
Use the Federal eRulemaking Portal (https://
www.regulations.gov). Follow the instructions for submitting comments.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to file number S7-14-06. This file number
should be included on the subject line if e-mail is used. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on the Commission's
Internet Web site (https://www.sec.gov/rules/proposed/shtml). Comments
are also available for public inspection and copying in the
Commission's Public Reference Room, 100 F Street NE., Washington, DC
20549. All comments received will be posted without change; we do not
edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly.
FOR FURTHER INFORMATION CONTACT: Jerry Carpenter, Assistant Director,
or Catherine Moore, Special Counsel, Office of Clearance and
Settlement, Division of Market Regulation, Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549-6628 or at (202)
551-5710. For assistance with technical questions about EDGAR, call the
EDGAR Filer Support Office at (202) 551-8900.
SUPPLEMENTARY INFORMATION:
I. Introduction
We propose to require transfer agents to file Form TA-1, Form TA-2,
and Form TA-W (``transfer agent forms'') \1\ electronically through the
Commission's Electronic Data Gathering, Analysis, and Retrieval
(``EDGAR'') system.\2\ We have developed a new application in EDGAR
(``EDGARLite'') that enables filers to prepare an electronic version of
transfer agent forms using a commercial software package, Microsoft
InfoPath 2003 (``MS InfoPath'')TM, and to submit the forms
to EDGAR over an Internet connection.\3\ Transfer agents would not be
required to use the EDGARLite application to prepare the forms,
although we expect that most would choose to do so.
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\1\ 17 CFR 249b.100, 101, and 102, respectively.
\2\ EDGAR is the Commission's computer system for the receipt,
acceptance, review, and dissemination of documents submitted in
electronic format. The term electronic format means the computerized
format of a document prepared in accordance with the EDGAR Filer
Manual. 17 CFR 232.11.
\3\ The application will produce an Extensible Markup Language
(``XML'') version of the filing with all data elements identified
through XML tags. A ``tag'' is an identifier that highlights
specific information to EDGAR that is in the format required by the
EDGAR Filer Manual. 17 CFR 232.11.
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An electronic filing system for transfer agent forms would
streamline the filing process, improve our ability to register and
monitor transfer agents, and facilitate the retrieval and public
dissemination of the data collected on the forms. The proposal would
amend Commission rules and forms to implement the new filing system:
(1) Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1\4\ would be amended to require
that Forms TA-1, TA-2, and TA-W be filed electronically; (2) Regulation
S-T,\5\ the Commission's regulation containing the rules for electronic
filing in EDGAR, would be amended to mandate that Form TA-1, Form TA-2,
and Form TA-W be filed electronically in EDGAR; (3) Form TA-1, Form TA-
2, Form TA-W and the instructions to the forms would be amended to
accommodate electronic filing, make minor changes to eliminate
inconsistencies in the forms, and remove outdated instructions or
requests for information; and (4) Rule 17Ac2-1 and related Form TA-1
would be amended to require that all registered transfer agents refile
electronically in EDGAR as an amended Form TA-1 the information
previously filed on their Form TA-1 and any amendments thereto.
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\4\ 17 CFR 240.17Ac2-1, 17Ac2-2, and 17Ac3-1, respectively.
\5\ 17 CFR 232 et seq.
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In order to comply with an electronic filing requirement, transfer
agents would need to have a computer that meets the system requirements
in the EDGAR Filer Manual to prepare and submit the forms
electronically. Transfer agents would need Internet access and a web
browser to download the forms from an EDGAR Web site and transmit the
completed forms. Transfer agents would also have to apply for and
obtain access to EDGAR prior to filing the forms electronically in
EDGAR.
II. Background
A. Transfer Agent Forms
Section 17A(c)(1) of the Act requires that an entity that performs
the function of a transfer agent with respect to a security registered
under Section 12 of the Act to register with that entity's appropriate
regulatory agency (``ARA'').\6\ Depending on the type of entity that is
registered as a transfer agent, the ARA is either the Comptroller of
the Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, or the Commission.\7\ There are
currently
[[Page 53495]]
785 registered transfer agents with 519 registered with the Commission
and 266 registered with the other ARAs.
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\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.
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There are three transfer agent forms filed with the Commission: (1)
Form TA-1, Uniform Form for Registration as a Transfer Agent and for
Amendment to Registration Pursuant to Section 17A of the Securities
Exchange Act of 1934; (2) Form TA-2, Form for Reporting Activities of
Transfer Agents Registered Pursuant to Section 17A of the Securities
Exchange Act of 1934; and (3) Form TA-W, Notice of Withdrawal from
Registration as a Transfer Agent. Only transfer agents that are
registered with the Commission file Form TA-1 and Form TA-W with the
Commission. All transfer agents, however, whether they are registered
with the Commission or another ARA, file Form TA-2 with the Commission.
The Commission uses the information on the transfer agent forms to
review and approve an entity's application for registration as a
transfer agent, maintain current information about transfer agents, and
monitor the operations performed by and the services provided by
transfer agents. The information filed on the Form TA-1, Form TA-2, and
Form TA-W is publicly available.
Over 1,000 transfer agent forms are filed with the Commission each
year. The Commission receives new or amended transfer agent
registrations on Form TA-1 and withdrawals from registration on Form
TA-W; however, most of the transfer agent forms received by the
Commission are the annual reports filed by transfer agents on Form TA-
2, which are required to be filed with the Commission during the three
month period between January 1 and March 31.\8\ Although all registered
transfer agents are required to file a Form TA-2, the Commission
receives fewer Forms TA-2 than there are registered transfer agents.
This may be because some registered transfer agents have dissolved
without filing a Form TA-W, the paper Form TA-2 was lost or
misdirected, or some transfer agents are not meeting the Form TA-2
filing requirement.
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\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.
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To facilitate public dissemination of the information, the
Commission staff enters basic information from the forms into EDGAR,
including the name and address of the transfer agent, the transfer
agent's registration number, and the date the form was filed with the
Commission. This data is then disseminated on the EDGAR section of
Commission's Web site.\9\ In order to view all of the information on a
form, however, members of the public must request a hard copy of the
form from the Commission's public reference room or obtain the
information from a third party information service company for a fee.
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\9\ https://www.sec.gov/edgar.shtml.
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B. Electronic Filing of Transfer Agent Forms
The proposed electronic filing system for transfer agent forms
would be beneficial for transfer agents, investors, and the Commission.
This filing system would use the EDGARLite application, which was
developed to supplement the existing EDGARLink application.\10\ In
EDGARLite, form templates would be completed offline and then
transmitted to EDGAR over an Internet connection much like EDGARLink.
Unlike EDGARLink, however, EDGARLite would automatically insert tags
for all of the data reported on the form and not just the header
information. Because all of the data would be in a tagged data format,
it could be easily searched and sorted for purposes of running reports
or statistics once it was in the EDGAR database.
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\10\ For more information about EDGARLink, refer to the EDGAR
Filer Manual, Volume II.
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Regulation S-T sets forth the rules governing electronic filing in
EDGAR. The EDGAR Filer Manual, which is promulgated by the Commission
under Rule 301 of Regulation S-T,\11\ provides the instructions and
technical requirements for submitting filings to EDGAR. In preparation
for electronic filing, should the Commission adopt the proposed rule,
transfer agents should review Regulation S-T and the relevant portions
of the EDGAR Filer Manual, Volume I (General Information).\12\ In
particular, transfer agents should review Section 2.5 of Volume I,
which provides the EDGAR hardware and software requirements, Section 3
of Volume I, which provides instructions on becoming an EDGAR filer,
and Section 6 of Volume I, which provides instructions for filing on
EDGAR.
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\11\ 17 CFR 232.301.
\12\ Transfer agents may download the latest version of the
Filer Manual from the Commission's Web site www.sec.gov under the
section ``Information for EDGAR Filers.''
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This proposal would require a new section to Volume II (EDGAR
Filing) of the EDGAR Filer Manual. As with typical changes to the EDGAR
Filer Manual, the Commission, in its discretion, may post a draft of
the new section, but any draft is subject to Commission approval and
may be revised prior to approval or not approved at all.\13\ The new
section would provide detailed instructions for preparing forms using
EDGARLite. In general, filers would create filings using EDGARLite by
downloading form templates from a Commission Web site and then saving
the form templates on their computers. Forms would be filled out
offline. By bundling the form templates with the MS
InfoPathTM software, EDGARLite would allow filers to use
forms that include data validation tools to prevent mistakes. Filers
would transmit the forms to EDGAR using the Online Forms/XML EDGARLite
Web site.\14\ There would be no fees charged to transfer agents by the
Commission in connection with electronic filing of transfer agent
forms.
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\13\ Any draft of the EDGAR Filer Manual that is posted before
Commission approval of potential regulatory changes is provided as a
service to the filing community to assist filers, agents, and
software developers prepare for potential changes Commission staff
anticipates. The Commission retains the right to change any part of
the manual before the new system release is made final and the
posting of the draft manual does not indicate Commission approval of
any pending proposed changes relating to the potential changes
reflected in the draft manual.
\14\ https://www.onlineforms.edgarfiling.sec.gov.
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Under the new electronic filing requirement, each answer provided
by the transfer agent would be formatted as an XML (``Extensible Markup
Language'') data tag.\15\ XML is a widely used text format that allows
for the flexible use and exchange of data. The Commission designed the
proposed filing system to use XML data tags so that all of the
information filed by transfer agents could be used by Commission staff
and the public for searches, retrievals, and data analysis. To
facilitate the filing of the information as XML data tags, the
Commission developed EDGARLite to provide filers with an easy to use,
form-driven tool that can gather information and convert it to XML.
EDGARLite bundles form templates created by the Commission with a
commercial ``off the shelf'' software package, MS
InfoPathTM. Transfer agents would need to have MS
InfoPathTM installed on their computers in order to use
EDGARLite.
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\15\ A tag is an identifier that highlights specific information
to EDGAR that is in the format required by the EDGAR Filer Manual.
17 CFR 232.11.
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EDGARLite is the first EDGAR application that would require filers
to purchase and install a specific commercial software package chosen
by the Commission. The Commission designed EDGARLite to utilize
commercial software because it was the most cost-efficient way to allow
information reported on a relatively small number of forms to be filed
on
[[Page 53496]]
EDGAR as tagged data in XML format. It would not be economically
feasible for the Commission to develop an EDGAR application for
transfer agent forms without using commercial software. The Commission
evaluated several commercial software products and determined that MS
InfoPathTM was the only product currently available that is
suitable for EDGARLite. The Professional Enterprise Edition of
Microsoft Office includes MS InfoPath.TM Purchased
separately, MS InfoPathTM costs approximately $200.
As an alternative to purchasing the software, transfer agents could
prepare the forms outside of EDGARLite by creating an XML tagged
version of the filing as an ASCII document using technical
specifications that would be available on the Commission's Web
site.\16\ This filing method would require some technical expertise on
the part of the filer, and the Commission expects that most transfer
agents would choose to purchase the software and prepare the forms
using EDGARLite.\17\ As another alternative, transfer agents could hire
a third party to prepare and submit the electronic forms for them;
however, this filing method would likely cost the transfer agent more
than purchasing the MS InfoPathTM software.
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\16\ An ASCII document is an electronic text document that has
contents limited to American Standard Code for Information
Interchange (``ASCII'') characters. 17 CFR 232.11.
\17\ Third party software developers may also use the technical
specifications to create a software product to compete with or
enhance the EDGARLite application.
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The Commission is proposing to amend Regulation S-T, Rules 17Ac2-1,
17Ac2-2, and 17Ac3-1, and Form TA-1, Form TA-2, and Form TA-W to
require that all transfer agent forms filed with the Commission be
filed electronically.\18\ Transfer agents would be able to apply for a
hardship exemption from the electronic filing requirement pursuant to
Rule 202 of Regulation S-T.\19\ Rule 202 provides that an electronic
filer may apply in writing for a continuing hardship exemption if the
filing cannot be submitted to the Commission in electronic format
without undue burden or expense. The Commission determines whether to
grant or to deny the application based on whether the exemption is
appropriate and is consistent with the public interest and the
protection of investors.
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\18\ A paper copy version of the forms and instructions would be
available from the Commission Publications Office and on the
Commission's Web site for information purposes and for use by
transfer agents that were granted a hardship exemption from
electronic filing under Rule 202 of Regulation S-T.
\19\ 17 CFR 232.202.
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The Commission would configure the electronic Form TA-1 and Form
TA-2 to allow filers to designate a form as an amendment to a previous
submission. Amended forms would have to be completed in full pursuant
to the instructions on the form. This differs from the current
procedure where transfer agents complete only their identifying
information and the questions for which the information has changed.
Transfer agents would be able to use as a template for the amended form
a previously filed electronic form that they had saved. After amending
the previously saved filed form, they would submit the amended form to
EDGAR.
For the first year of electronic filing only, transfer agents that
are registered with the Commission would be required to file an amended
Form TA-1 before they could file a Form TA-2.\20\ By so requiring, the
Commission would be able to establish a complete and current record of
registration information for transfer agents registered with the
Commission in a single, centralized, and searchable database. Form TA-1
collects important information regarding transfer agents, such as name,
address, organizational structure, and control persons. The requirement
to file an amended Form TA-1 when the electronic filing system first
becomes effective would make the data previously reported on the paper
form readily available for Commission use and public dissemination.
Additionally, the requirement is designed to ensure that transfer
agents have a complete electronic version of the form to use as a
template for future amendments. It would provide an opportunity for
transfer agents to make sure that their Form TA-1 is current and that
all amendments to correct inaccurate, misleading, or incomplete
information are made. Because transfer agents are required to maintain
a copy of Form TA-1 and any amendments to Form TA-1 with their
records,\21\ they should have all the information necessary to complete
and electronically file an amended Form TA-1.
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\20\ Transfer agents registered with an ARA other than the
Commission do not file Form TA-1 or Form TA-W with the Commission
and accordingly would not be subject to this requirement.
\21\ Instruction I.D. to Form TA-1.
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The Commission anticipates that the new filing system would be
available prior to January 1, 2007, provided that the proposed
amendments have been adopted and are effective by that date.
Accordingly, the Commission anticipates that registered transfer agents
will file their Forms TA-2 for the 2006 reporting period on EDGAR.
III. Proposed Amendments
The proposed amendments would make the following changes to Rules
17Ac2-1, 17Ac2-2, and 17Ac3-1, Regulation S-T, and to Form TA-1, Form
TA-2, and Form TA-3 and the instructions to the forms as well as to
Form ID.
A. Changes to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 To Require Electronic
Filing
The proposed amendments would add a paragraph to each of Rules
17Ac2-1, 17Ac2-2, and 17Ac3-1 to require electronic filing of Form TA-
1, Form TA-2, and Form TA-W, respectively, on the Commission's EDGAR
system. The amendments would require transfer agents to file their
forms according to the instructions on the forms and in the EDGAR Filer
Manual. The Commission requests the views of commenters on the proposed
amendments to require electronic filing of Form TA-1, Form TA-2, and
Form TA-W.
B. Amendments to Regulation S-T
The Commission is proposing to amend Regulation S-T to mandate the
submission of the transfer agent forms in electronic format.
Additionally, the Commission is proposing to amend Regulation S-T to
exclude the transfer agent forms from the applicability of Rule 104,
and Rule 201, as discussed below.
1. Rule 101(a), Mandated Electronic Filing
Rule 101(a) of Regulation S-T lists the filings that must be
submitted to the Commission in electronic format.\22\ The proposed rule
would amend Rule 101(a) to mandate that Form TA-1, Form TA-2, and Form
TA-W be submitted to the Commission in electronic format.
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\22\ 17 CFR 232.101(a).
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2. Rule 104, Unofficial PDF Copies Included in an Electronic Submission
Rule 104 of Regulation S-T provides that an electronic submission
may include one unofficial portable document format (``PDF'') copy of
each electronic document contained within a submission, tagged in the
format required by the EDGAR Filer Manual.\23\ The purpose of this rule
is to allow filers to provide a copy of their submission in a format
that creates a
[[Page 53497]]
structured, easy to read document for public dissemination.
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\23\ 17 CFR 232.104(a).
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The electronic transfer agent forms would be structured, tagged
data forms that are easy to read in the format in which they are
submitted, and it would be unnecessary to have a PDF version of the
forms submitted. Therefore, the Commission is proposing to amend Rule
104(a) to exclude the transfer agent forms from the applicability of
the rule.
3. Rule 201, Temporary Hardship Exemption
Rule 201 of Regulation S-T allows a temporary exemption from
mandated electronic filing when, due to unanticipated technical
difficulties, an electronic filer cannot submit its filing in
electronic format by the filing date.\24\ The filer may submit the
filing in paper format no later than one business day after the filing
was to be made with the Commission, and the filer must submit an
electronic format copy of the form within six business days of filing
the paper format document. Form TA-1 and Form TA-W do not have
specified filing dates, and Form TA-2 may be filed any time between
January 1 and March 31.\25\ As a result, the Commission does not
believe that there would be many cases where transfer agents would need
the temporary hardship exemption.
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\24\ 17 CFR 232.201.
\25\ 17 CFR 240.17Ac2-2(a).
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If it is necessary that a transfer agent form be filed with the
Commission on a date certain, there are two means by which the
Commission could adjust the effective or filing date of a transfer
agent form. First, the Commission has the authority under Section
17A(c) of the Act to accelerate, delay, or postpone the effective date
of Form TA-1 and Form TA-W.\26\ Second, Rule 13(b) of Regulation S-T
provides that the Commission may adjust the filing date of an
electronic filing, which would include Form TA-1, Form TA-2, or Form
TA-W, if the filer in good faith attempts to file with the Commission
in a timely manner but the filing is delayed due to technical
difficulties beyond the filer's control.\27\ Accordingly, the
Commission is proposing to amend Rule 201(a) to exclude the transfer
agent forms from the applicability of Rule 201.
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\26\ 15 U.S.C. 78q-1(c)(2), (c)(4)(A) and (B), and 17 CFR
240.17Ac2-1(a) and 240.17Ac3-1(b).
\27\ 17 CFR 232.13(b). The filer must request an adjustment of
the filing date, and the Commission or its staff, pursuant to
delegated authority, may grant the request if it appears that such
adjustment is appropriate and consistent with the public interest
and the protection of investors.
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The Commission requests the views of commenters on the proposed
amendments to Regulation S-T.
C. Miscellaneous Amendments
The Commission is proposing to make the following amendments to the
transfer agent rules to remove outdated information.
1. Reference to 17A(c)(3)(C) in Rule 17Ac3-1
Rule 17Ac3-1 implements the section of the Act that permits a
transfer agent to withdraw from registration. The rule currently cites
that section as 17A(c)(3)(C) of the Act; however, when the Act was
amended in 1987, section 17A(c)(3)(C) was redesignated as
17A(c)(4).\28\ The Commission is proposing to amend Rule 17Ac3-1 to
reflect the change.
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\28\ Pub. L. 100-181 (S 1452), Sec. 322(3), 101 Stat 1249,
December 4, 1987.
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2. Deletion of Paragraph (c) in Rule 17Ac2-2
Paragraph (c) was added to Rule 17Ac2-2 as an amendment in June
2000.\29\ The amendment changed the end of the annual reporting period
for transfer agents from June 30 to December 31 of the calendar year.
Paragraph (c) was added to Rule 17Ac2-2 to provide that transfer agents
would not be required to file the annual report for the period ending
June 30, 2000. Because this provision is no longer necessary, the
Commission is proposing to remove it from the rule.
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\29\ Securities Exchange Act Release No. 42892 (June 2, 2000),
65 FR 36602 (June 9, 2000).
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3. Revision to Rule 17Ac2-1
The proposal would integrate the SEC Supplement to Form TA-1 into
the body of the form as Questions 8 through 10. As a result, there
would no longer be a separate SEC Supplement. Consequently, the
Commission is proposing to delete the reference in Rule 17Ac2-1 to the
SEC Supplement.
D. Amendments to Form TA-1, Form TA-2, and Form TA-W
Listed below is a summary of the proposed amendments to the forms
and instructions.
1. Amendments to All Forms and Instructions
The Commission would make the following amendments to Form TA-1,
TA-2, and TA-W:
i. Amend the instructions to require the forms to be filed
electronically in EDGAR.
ii. Replace current instructions regarding how and where to file
the forms with instructions for filing through EDGAR.
iii. Amend Question 1 to require information about the filer that
is required for EDGAR filing.\30\
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\30\ See EDGAR Filer Manual, Volume I (General Information).
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iv. Amend the forms to allow the transfer agent to include a cover
letter or other correspondence as an attachment to the form.
v. Amend the forms and instructions to provide that the forms must
be executed with an electronic signature pursuant to Rule 302,
Signatures, of Regulation S-T.\31\
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\31\ 17 CFR 232.302. Rule 302 provides that a signature to any
electronic submission must be provided in typed rather than manual
format. Each signatory is required to manually sign a signature page
or other document authenticating, acknowledging, or otherwise
adopting his or her signature that appears in typed form within the
electronic filing before or at the time the electronic filing is
made. Such document must be retained by the filer for a period of
five years and shall be furnished to the Commission or its staff
upon request.
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The proposed amendments would also make nonsubstantive format
changes to the forms to accommodate electronic filing. Such format
changes would include drop down data blocks that allow the filer to
insert additional information to a question (instead of using attached
sheets, schedules, or supplements), data fields that would be
designated as required fields, radio buttons that would limit the filer
to specific answers to a question, and hidden data fields for questions
that would not be applicable to the filer.\32\
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\32\ Filers could view the entire form by checking the box at
the top of the form that expands the form to show all fields. Filers
could also print the entire form using this mechanism.
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2. Amendments to Form TA-1 and Instructions
i. The instructions would be amended to require a registered
transfer agent to file an amended Form TA-1 in electronic format before
it can file a Form TA-2 or Form TA-W in electronic format.
ii. A feature would be added to allow the transfer agent to
designate a filing as an amended filing. The instructions will be
amended to reflect this feature.
iii. Question 2, ``Filing Status,'' would be deleted because the
question would be moved to the top section of the form.
iv. Questions 6, ``Service Companies Engaged by the Filer,'' would
be amended to request the file number of the service company.
v. Question 7, ``Filer Engaged as a Service Company by a Named
Transfer Agent,'' would be amended to request the file number of the
named transfer agent.
vi. Form TA-1 Supplement, ``Control Person Information'' for
Corporations
[[Page 53498]]
(Schedule A), Partnerships (Schedule B), and Other Entities (Schedule
C), would be integrated into the form as Questions 8 through 10.
vii. Form TA-1 Supplement, ``Control Person Information,'' would be
amended to delete Schedule D because Schedule D is a blank sheet that
provides additional space for responses and would not be necessary in
the electronic form.
viii. Form TA-1 Supplement, ``Control Person Information'' for
Corporations (Schedule A), Partnerships (Schedule B), and Other
Entities (Schedule C), would be amended to delete the request for the
social security number of control persons. This request for information
is being deleted because of privacy concerns in light of the fact that
the forms will be available for public dissemination through EDGAR.
ix. Form TA-1 Supplement, ``Control Person Information'' for
Corporations (Schedule A), Partnerships (Schedule B), and Other
Entities (Schedule C), would be amended to delete the ADD, AMEND, and
DELETE Columns. Transfer agents would instead provide the beginning
date of the relationship with the control person and the ending date of
the relationship.
x. Instruction II, Special Instructions for Filing and Amending
Form TA-1, would be amended to reflect that the Financial Industry
Number Standard (``FINS'') number assigned by The Depository Trust
Company (``DTC'') is now provided through DTC's Web site https://
www.dtc.org for a nominal fee.
xi. Instruction II.A.4, the instruction regarding marking items as
deleted would be removed.
xii. Instruction II.B, Amending Registration, would be revised to
provide instructions on filing an amended Form TA-1 in EDGAR. All
required items on the electronic form, not just those fields being
amended, must be completed.
xiii. Instruction III, SEC Supplement, Amending the Supplement,
would be deleted because the supplement would be integrated with the
rest of the form.
3. Amendments to Form TA-2 and Instructions
i. Question 4, ``Number of Items Received for Transfer During the
Reporting Period,'' would be amended to add a paragraph (b) to request
the number of individual securityholder accounts for which the transfer
agent maintained master securityholder accounts. The purpose of this
amendment is to provide information as to whether Questions 6-10 are
required to be answered under Instruction II.B of Form TA-2. A
corresponding change would be made to Instruction II.B.
ii. A feature would be added to allow the transfer agent to
designate a filing as an amended filing. The instructions will be
amended to reflect this feature. All required items on the electronic
form, not just those answers that are being amended, must be completed.
4. Amendments to Form TA-W and Instructions
i. Question 7. The reference to ``out of proof conditions'' would
be deleted because the Commission no longer uses the term.
ii. Questions 9 and 10. The reference to Schedule B on Form TA-1
would be deleted because Form TA-1 was previously amended and Schedule
B no longer requires the referenced information.\33\ Accordingly, the
phrase ``each issue shown on Schedule B of registrants Form TA-1, as
amended,'' would be deleted and replaced with the phrase ``each issue
for which registrant acted as transfer agent.''
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\33\ Securities Exchange Act Release No. 23084 (March 27, 1986),
51 FR 12124 (April 9, 1986).
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iii. Instruction 1. The reference to ``Section 17A(c)(3)(C)'' would
be revised to ``Section 17A(c)(4)(B).''
The Commission requests the views of commenters on the proposed
amendments to Form TA-1, Form TA-2, and Form TA-W.
5. Amendment to Form ID
The Commission is proposing to amend Form ID, Uniform Application
for Access Codes to File on EDGAR, to add ``transfer agent'' to the
check-the-box list of applicant types (the form currently has boxes for
``filer'', ``filing agent'', ``trainer'', or ``individual'').\34\ The
purpose of this change is to allow the Commission to identify a new
filer as a transfer agent for purposes of utilizing the special
instructions in EDGARLite for the TA forms (for example, a TA-2 will be
blocked if the transfer agent hasn't previously filed an electronic
Form TA-1 or amended Form TA-1).\35\
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\34\ 17 CFR 239.63.
\35\ Transfer agents that have previously filed a transfer agent
form with the Commission are currently in the system. Only those
transfer agents that are filing a transfer agent form with the
Commission for the first time would be required to complete and file
a Form ID.
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The Commission requests the views of commenters on the proposed
amendments to Form ID.
IV. Request for Comment
The Commission requests the views of commenters on all aspects of
the proposed amendments, discussed above, to Rules 17Ac2-1, 17Ac2-2,
and 17Ac3-1, Regulation S-T, and to Form TA-1, Form TA-2, and Form TA-W
and the instructions to the forms under the Act.
V. Paperwork Reduction Act
Certain provisions of the proposed amendments to the rules and
forms contain ``collection of information requirements'' within the
meaning of the Paperwork Reduction Act of 1995.\36\ An agency may not
conduct or sponsor, and a person is not required to respond to, a
collection of information unless it displays a currently valid control
number. The Commission has submitted the revisions to the collection of
information to the Office of Management and Budget (``OMB'') for review
in accordance with 44 U.S.C. 3507 and 5 CFR 1320.11. The titles of the
affected information forms are Form TA-1 (OMB Control Number 3235-
0084), Form TA-2 (OMB Control Number 3235-0337), and Form TA-W (OMB
Control Number 2325-0151).\37\
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\36\ 44 U.S.C. 3501 et seq.
\37\ The Commission estimates that each year a small number of
transfer agents would need to file a Form ID (OMB Control Number
3235-0328) with the Commission in order to gain access to EDGAR.
Form ID is used to request the assignment of access codes to file on
EDGAR. Most transfer agents would not need to file a Form ID because
any transfer agent that has filed at least one transfer agent form
with the Commission since 2002 has been entered into the EDGAR
system by the Commission and would not need to file Form ID to file
electronically on EDGAR. However, registered transfer agents that
have not yet filed a transfer agent form with the Commission and new
registrants would need to File Form ID.
The Commission estimates that it would receive approximately 80
Forms ID a year under the proposed rule. This number fits within the
current estimated number of respondents that file a Form ID each
year because the actual number of Forms ID the Commission receives
is less than the current estimate.
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The proposal would require Form TA-1, Form TA-2, and Form TA-W,
which are currently filed with the Commission in paper form, to be
filed electronically on EDGAR. The Commission collects this information
pursuant to its authority under Section 17A of the Act and uses the
information collected on the forms in determining whether to allow a
transfer agent to register or to withdraw from registration and also
uses the information in monitoring the annual activities of transfer
agents. The information filed on the Form TA-1, Form TA-2, and Form TA-
W is publicly available.
The respondents to the collection of information are the registered
transfer agents that file Form TA-1, Form TA-2, and Form TA-W with the
Commission. Only transfer agents for whom the Commission is the ARA
file
[[Page 53499]]
Form TA-1 and Form TA-W with the Commission; however, all registered
transfer agents, whether they are registered with the Commission or
another ARA, must file the annual Form TA-2 with the Commission.
Compliance with the proposed amendments would be mandatory. The
information required by the proposed amendments would not be kept
confidential by the Commission. The Commission's regulations that
implement Section 17A of the Act are at 17 CFR 200.80 et seq.
The proposal would modify an existing collection of information by
changing the format of a required filing from paper to electronic
format and would amend the text of the forms and the instructions to
the forms to conform to the electronic filing requirement. For example,
the instructions for how and where to file the forms would be amended
to require electronic filing on EDGAR and the top section of each form
would require the transfer agent to provide information related to
EDGAR filing such as its CIK, filing status, and email address. Also,
transfer agents would transmit the forms to the Commission
electronically instead of completing the forms in paper, making three
copies, and mailing them to the Commission. The proposal would also
amend Question 4, ``Number of Items Received for Transfer During the
Reporting Period,'' on Form TA-2 to add a paragraph (b) so that the
EDGARLite program could provide a data validation tool with respect to
Questions 6-10. A transfer agent currently has to calculate the number
of individual securityholder accounts for which it maintains master
securityholder accounts under Instruction II.B of Form TA-2 in order to
determine whether it is required to complete Questions 6-10. The
proposal would require this information in Question 4(b) so that the
EDGARLite program could highlight for the transfer agent whether
questions 6-10 should or should not be completed.
Additionally, the proposal would amend Questions 6 and 7 of Form
TA-1 to request the file number of a service company and of a named
transfer agent instead of the financial industry number standards
(FINS). The file number is an identifying number unique to each
registered transfer agent and would be more useful to the Commission
than the FINS for locating and identifying service companies and named
transfer agents. Unlike the FINS, the file number of a transfer agent
is publicly available on EDGAR and it should be just as easy or easier
for a transfer agent to locate and report the file number of a service
company or named transfer agent as it is to locate and report the FINS.
The Commission does not believe the estimated hour burdens for
completing Form TA-1, Form TA-2, and Form TA-W would change as a result
of the proposed amendments because completing an electronic form
template and submitting it electronically on EDGAR should not take
longer than completing a paper form and mailing the original and two
copies to the Commission. The Commission believes, however, that the
estimated hour burdens of Form TA-1 and for Form TA-2 should be
increased for the first year to reflect the initial burden associated
with filing electronically on EDGAR and the initial burden associated
with the proposed requirement for each transfer agent registered with
the Commission to refile the information on its Form TA-1
electronically as an amended Form TA-1.
The Commission believes that most transfer agents would incur a one
time burden with respect to accessing EDGAR and training personnel to
install MS InfoPath and to use EDGARLite to file electronically. Many
transfer agents currently access EDGAR in some capacity, such as an
issuer, investment advisor, or a third party filer, and the
instructions for installing and using MS InfoPath and EDGARLite would
be provided in the EDGAR Filer Manual. Based on this, the Commission
estimates that the one time burden associated with electronic filing of
transfer agent forms would be two hours. This increased burden would be
incurred with respect to the first transfer agent form the transfer
agent files with the Commission electronically. For transfer agents
registered with the Commission, this would be Form TA-1, because the
proposal would require transfer agents registered with the Commission
to file an electronic amended Form TA-1 before they could file any
other transfer agent forms electronically. For all other transfer
agents, this would be Form TA-2 because that is the only form those
transfer agents file with the Commission.
There are 519 transfer agents registered with the Commission.
Accordingly, the increase in collection of information burden
associated with filing electronically for Form TA-1 would be 1038
hours. There are 266 transfer agents registered with an ARA other than
the Commission. Accordingly, the collection of information burden
associated with filing electronically for Form TA-2 is 532 hours.
The Commission believes that the estimated hour burden for Form TA-
1 would increase for the first year of electronic filing because the
proposed amendments would require that transfer agents registered with
the Commission refile the information on Form TA-1 electronically in
EDGAR as an amended Form TA-1. The proposed requirement to refile the
registration information is designed to ensure that the EDGAR database
contains complete and current information on all transfer agents
registered with the Commission as well as to create a complete form for
transfer agents to use when they next amend Form TA-1.
The proposed requirement to file an amended Form TA-1 would apply
to the 519 transfer agents for which the Commission is the ARA and
would create a one time collection of information burden. The
Commission's current estimate for completing Form TA-1 is 2 hours. As
stated above, the Commission believes that the hour burden for
completing the electronic forms is the same as completing the paper
forms. Accordingly, the Commission estimates that each transfer agent
that is required to refile the information on Form TA-1 would need
approximately two hours to do so, for an increase to the total burden
for the first year of 1,038 hours.
Transfer agents that file amended Forms TA-1 and TA-2 would be
required to complete them in full rather than partially as currently
required. However, there should not be an additional burden with
respect to filing amended forms because transfer agents would be able
to use the previously filed electronic amended Form TA-1 or the
previously filed electronic Form TA-2 as a template for future
amendments and would only need to amend the answers to those questions
for which the information has become inaccurate, misleading, or
incomplete.
In sum, the proposed amendments would increase the collection of
information hour burden for Form TA-1 by a total of 2,076 hours
(current estimate of 1,038 hours plus the additional estimate of 1,038
hours) and 1,064 hours (current estimate of 532 hours plus the
additional estimate of 532 hours) for Form TA-2 for the first
electronic filing only.\38\ After the first electronic filing, the
estimated burden would return to its current level of 1,038
[[Page 53500]]
hours for Form TA-1 and 532 hours for Form TA-2.
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\38\ Based on an estimated average administrative labor cost of
$31.50 per hour, the Commission's staff estimates that the total
labor cost to the transfer agent industry for complying with the
proposed amendments would be $98,910. (A total of 3,114 hours (2,076
+ 1,038) multiplied by a cost of $31.50 per hour equals $98,910.)
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The Commission does not anticipate that the proposed amendments
would impose significant additional costs for transfer agents. In order
to create forms on EDGARLite and to submit forms to EDGAR, applicants
are required to have a personal computer, internet access, and MS
InfoPathTM software. As noted above, many transfer agents
currently file electronically in EDGAR in some capacity and the
Commission believes that as part of their business operations, almost
all registered transfer agents have personal computers and that many
have access to the internet. The cost of the MS InfoPathTM
software is approximately $200; however, if the transfer agent has
already purchased Microsoft Office 2000 Professional Enterprise
EditionTM it will not need to purchase MS
InfoPath.TM Accordingly, we estimate that the proposal would
cause a cost to each transfer agent of a maximum of $200 in the initial
year only. Further, if a transfer agent could demonstrate that the
electronic filing requirement would cause it undue burden or expense,
the Commission could grant it a continuing hardship exemption from the
electronic filing requirement pursuant to Rule 202 of Regulation S-T.
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits
comments to:
(1) Evaluate whether the proposed collection of information is
necessary for the performance of the functions of the agency, including
whether the information shall have practical utility;
(2) Evaluate and provide relevant data regarding the agency's
estimate of the burden of the proposed collection of information,
including the validity of the methodology and assumptions used;
(3) Enhance the quality, utility and clarity of the information to
be collected; and
(4) Minimize the burden of collection of information on those who
are to respond, including through the use of automated collection
techniques or other forms of information technology.
Persons wishing to submit comments on the collection of information
requirements should direct them to the following persons: (1) Desk
Officer for the Securities and Exchange Commission, Office of
Information and Budget (``OMB''), Room 3208, New Executive Office
Building, Washington, DC 20503; and (2) Nancy M. Morris, Secretary,
Securities and Exchange Commission, 100 F Street, NE., Washington, DC
20549-1090 with reference to File No. S7- - . OMB is required to make a
decision concerning the collection of information between 30 and 60
days after publication, so a comment to OMB is best assured of having
its full effect if OMB receives it within 30 days of publication. The
Commission has submitted the proposed collection of information to OMB
for approval. Requests for the materials submitted to OMB by the
Commission with regard to this collection of information should be in
writing, refer to File No. S7- - , and be submitted to the Securities
and Exchange Commission, Records Management, Office of Filings and
Information Services, 100 F Street, NE., Washington, DC 20549.
VI. Costs and Benefits of the Proposed Rulemaking
The Commission is sensitive to the costs and benefits of our
proposed rule implementing an electronic filing system for transfer
agent forms. We believe that the proposed amendments would benefit
transfer agents and investors by improving the efficiency and quality
of the information filed with the Commission, which is available to the
public. We also believe that the proposed amendments would result in
certain costs to most transfer agents because they may need to purchase
computer software and possibly hardware and would need to train
personnel to create forms in the EDGARLiteTM application and
to file the forms on EDGAR. The Commission encourages commenters to
identify, discuss, analyze, and supply relevant data regarding any such
costs or benefits.
A. Benefits
An electronic filing system would improve the efficiency of the
filing process for transfer agents and would also improve the public
dissemination of the information on the forms. The electronic filing
system would eliminate the burdens associated with the paper forms and
the possibility of the forms being lost or misdirected. By performing
data validation checks, the EDGARLite application would help to ensure
that transfer agents fill the forms out completely and in the
appropriate format. It would also provide transfer agents with email
notification that a form has been accepted or suspended by the
Commission.
The proposed rule would benefit the public because it would make
the information on transfer agent forms, which is publicly available
information, more easily accessible and available in a more timely
manner in EDGAR than it currently is through the Commission's public
reference room. The new system would also improve the Commission's
ability to maintain, review, and analyze transfer agent forms by
collecting and storing all of the information on the forms in a single,
centralized database. The database would be updated immediately upon
the receipt of new filings and would help the Commission identify
delinquent filers. It would also allow for analytic tools such as data
aggregation, statistical analysis, and report generation.
B. Costs
Transfer agents would incur initial and ongoing costs with respect
to the electronic filing system. The Commission believes that most of
the cost burden would be in terms of initial costs and would be in
terms of using the electronic filing system. The Commission does not
believe that transfer agents would incur additional costs in the first
year as a result of completing the forms in electronic format versus in
paper format because, other than amendments to Question 4 of Form TA-2
to request the number of individual securityholder accounts and to
Questions 6 and 7 of Form TA-1 to request the file number of service
companies and named transfer agents, the substance of the transfer
agent forms is not changing. However, transfer agents that are
registered with the Commission would incur additional costs with
respect to completing the forms because they would be required to
prepare and file an electronic amendment to their original registration
on Form TA-1 and submit it to EDGAR for the first year of electronic
filing before they could submit their annual report on Form TA-2.
In order to file electronic transfer agent forms in EDGAR, transfer
agents would need the computer system requirements necessary to access
EDGAR and would have to train personnel to prepare forms using
EDGARLite. We believe that most transfer agents currently have the
necessary computer system requirements as well as access to the
Internet as part of their current businesses. However, the Commission
believes that many transfer agents would choose to purchase MS
InfopathTM which is needed to view and enter data in
EDGARLite forms.
To estimate the impact of the proposal on transfer agents, the
Commission reviewed the filings submitted by transfer agents to the
Commission and communicated with several small and mid-size transfer
agents regarding their computer systems, personnel, and familiarity
with EDGAR. Many transfer agents are entities or are affiliated with
entities, such as publicly traded
[[Page 53501]]
companies or investment companies, which submit filings to the
Commission electronically in EDGAR. These transfer agents have the
necessary computer system requirements and personnel to file the
transfer agent forms in EDGAR, but many do not have the MS
InfoPathTM software necessary to construct forms in
EDGARLite. Transfer agents that have purchased Microsoft Office 2000
Professional Enterprise EditionTM have MS
InfoPathTM included as part of their operating system;
however, most of these transfer agents are not familiar with MS
InfoPathTM and would have to train their personnel to use
the software. Of the transfer agents that do not currently file forms
electronically in EDGAR, most have the computer system requirements to
file in EDGAR, but would need to purchase MS InfoPathTM,
train personnel to construct forms using EDGARLite, and submit forms
electronically to EDGAR. In addition, some transfer agents may not have
the necessary system requirements to file in EDGAR and would need to
purchase upgrades to their computer systems as well as incur the costs
related to purchasing the MS InfoPathTM software and
training personnel to file forms in EDGAR using EDGARLite.
From the above information, the Commission estimates that the cost
to transfer agents of the electronic filing proposal could range from
only the cost of training personnel to create forms in EDGARLite to the
cost of upgrading systems, purchasing MS InfoPathTM and
training personnel to use the EDGAR system and EDGARLite. The EDGARLite
application is designed to be easy to use and the MS
InfoPathTM software is a relatively low-cost software
package that is readily available. The EDGAR Filer Manual would provide
instructions for installing MS InfoPathTM and for using
EDGARLite. Based on this, the Commission estimates that any training
for personnel with respect to electronic filing would be two hours for
each registered transfer agent. Additionally, the Commission estimates
that transfer agents registered with the Commission would require an
additional two hours to refile the information on Form TA-1 as an
amended Form TA-1 would be two hours. The Commission estimates a cost
of $31.50 per hour and that the total labor cost to the transfer agent
industry for complying with the proposed amendments would be
$98,910.\39\
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\39\ The cost per hour is based on the estimated per hour salary
of a senior computer operator using the Securities Industry
Association's Office Salary Data for 2003, adjusted for inflation.
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Alternatively, transfer agents or a third party could prepare the
forms without MS InfoPathTM by creating an XML tagged
version of the filing as an ASCII document using technical
specifications that would be available on the Commission's public Web
site.\40\ The Commission would integrate the XML tags with the form
template to create a structured form that is identical to the form
created in EDGARLite for the purpose of viewing the form in EDGAR. This
filing method would require some technical expertise on the part of the
filer, however. Additionally, transfer agents could hire a third party
filer to prepare and submit the forms on their behalf using MS
InfoPath.TM Third parties generally charge separate fees for
preparation and submission of EDGAR filings, and they either charge a
fee per page of a filing or, for some forms, offer a flat rate per
form. Based on the published cost structures of some of the larger
third party filers, we estimate that the cost of hiring a third party
filer to fill out a single transfer agent form would be in the range of
$150 to $200.
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\40\ See note 15.
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The Commission estimates that transfer agents would incur a small
amount of ongoing costs with respect to the proposed amendments, such
as purchasing upgrades to MS InfoPathTM software and
maintaining access to the internet. Additionally, transfer agents would
have to have personnel that are familiar with the EDGAR system to file
Form TA-2 each year and amendments to Form TA-1 whenever the
information on the form becomes inaccurate, misleading, or incomplete.
C. Request for Comment
The Commission requests data to quantify the costs and the benefits
above. The Commission seeks estimates of these costs and benefits, as
well as any costs and benefits not already described, which could
result from the adoption of the proposed amendments to Regulation S-T,
Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 and the proposed amendments to Form
TA-1, Form TA-2, and Form TA-W and the instructions to the forms.
Specifically, the Commission requests comments regarding the costs
related to training personnel to construct forms using EDGARLite and to
file in the EDGAR system. Additionally, the Commission requests
comments regarding the types of systems upgrades transfer agents could
have to make to their computer systems in order to file electronically
in EDGAR and the costs of such upgrades. The Commission also requests
comments regarding the cost related to developing the transfer agent
forms without using MS InfoPathTM and the cost related to
hiring a third party to prepare the forms. Finally, The Commission
requests commenters to address whether the proposed amendments to
Regulation S-T, Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 and the proposed
amendments to Form TA-1, Form TA-2, and Form TA-W and the instructions
to the forms would generate the anticipated benefits or impose any
unanticipated costs on transfer agents and the public.
VII. Consideration of the Burden on Competition, Promotion of
Efficiency, and Capital Formation
Section 3(f) of the Act \41\ requires the Commission, whenever it
engages in rulemaking and is required to consider or to determine
whether an action is necessary or appropriate in the pubic interest, to
consider whether the action will promote efficiency, competition, and
capital formation. In addition, Section 23(a)(2) of the Act \42\
requires the Commission, when promulgating rules under the Act, to
consider the impact any such rules would have on competition. Section
23(a)(2) further provides that the Commission may not adopt a rule that
would impose a burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
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\41\ 15 U.S.C. 78c(f).
\42\ 15 U.S.C. 78w(a)(2).
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A transfer agent is any entity that engages on behalf of an issuer
of securities or on behalf of itself as an issuer of securities in (A)
countersigning such securities upon issuance; (B) monitoring the
issuance of such securities with a view to preventing unauthorized
issuance, a function commonly performed by a person called a registrar;
(C) registering the transfer of such securities; (D) exchanging or
converting such securities; and (E) transferring record ownership of
securities by bookkeeping entry without physical issuance of securities
certificates.\43\ Transfer agents are regulated by the Commission
pursuant to Section 17A of the Act. All transfer agents file an annua
