Comptroller of the Currency
Administrator of National Banks

PURPOSE AND BACKGROUND

The purpose of this issuance is to inform all national banks that the Securities and Exchange Commission (SEC) has recently amended its rules pursuant to section 17A of the Securities Exchange Act of 1934 that prescribe procedures for transfer agent registration, annual reporting, and withdrawal from registration. The amended rules will require registered transfer agents, including national bank registered transfer agents, to file Form TA-2, “Form for Reporting Activities of Transfer Agents,” electronically through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. National banks will continue to file with the OCC, Form TA-1, “Uniform Form for Registration as a Transfer Agent and for Amendment to Registration” and Form TA-W, “Notice of Withdrawal from Registration as a Transfer Agent.”

The SEC’s amended rules for filing Form TA-2 became effective January 1, 2007. Accordingly, national bank registered transfer agents should be prepared to file electronically on the EDGAR system their annual Form TA-2s for the 2006 reporting period, no later than March 31, 2007.

The OCC’s transfer agent rules, which are codified in 12 CFR 9.20, will be revised in the near future to reflect the SEC’s amended transfer agent filing rules.

ADDITIONAL INFORMATION

For more information, contact David Barfield, National Bank Examiner, Asset Management Group, or Joel Miller, Asset Management Group Leader, at (202) 874-4447.

/signed/           Kerri Corn, Director for Credit and Market Risk

Attachment:

Document too large for paper distribution, but may be downloaded from the SEC Web site at: Electronic Filing of Transfer Agent Forms [http://www.sec.gov/rules/proposed/34-54356.pdf]