FR Doc 06-7269

[Federal Register: September 11, 2006 (Volume 71, Number 175)]
[Proposed Rules]
[Page 53493-53542]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11se06-26]

[[Page 53493]]

-----------------------------------------------------------------------

Part II

Securities and Exchange Commission

-----------------------------------------------------------------------

17 CFR Parts 232, 239, 240, 249 et al.

Electronic Filing of Transfer Agent Forms; Proposed Rule

[[Page 53494]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 240, 249, 249b, 269, and 274

[Release No. 34-54356; File No. S7-14-06]
RIN 3235-AJ68

Electronic Filing of Transfer Agent Forms

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (``Commission'') is
proposing to amend the rules and forms under Section 17A of the
Securities Exchange Act of 1934 (``Act'') to require that the forms
filed with respect to transfer agent registration, annual reporting,
and withdrawal from registration be filed with the Commission
electronically. The forms would be filed on the Commission's EDGAR
database in XML format and would be accessible to Commission staff and
the public for search and retrieval. The proposed rulemaking would
improve the Commission's ability to utilize the information reported on
the forms in performing its oversight function of transfer agent
operations and to publicly disseminate the information on the forms.

DATES: Comments should be submitted on or before October 26, 2006.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

Use the Commission's Internet comment form http://

http://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 (http://www.regulations.gov
). Follow the instructions for submitting comments.

Paper Comments

Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to file number S7-14-06. This file number
should be included on the subject line if e-mail is used. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on the Commission's
Internet Web site (http://www.sec.gov/rules/proposed/shtml). Comments

are also available for public inspection and copying in the
Commission's Public Reference Room, 100 F Street NE., Washington, DC
20549. All comments received will be posted without change; we do not
edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Jerry Carpenter, Assistant Director,
or Catherine Moore, Special Counsel, Office of Clearance and
Settlement, Division of Market Regulation, Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549-6628 or at (202)
551-5710. For assistance with technical questions about EDGAR, call the
EDGAR Filer Support Office at (202) 551-8900.

SUPPLEMENTARY INFORMATION:

I. Introduction

We propose to require transfer agents to file Form TA-1, Form TA-2,
and Form TA-W (``transfer agent forms'') \1\ electronically through the
Commission's Electronic Data Gathering, Analysis, and Retrieval
(``EDGAR'') system.\2\ We have developed a new application in EDGAR
(``EDGARLite'') that enables filers to prepare an electronic version of
transfer agent forms using a commercial software package, Microsoft
InfoPath 2003 (``MS InfoPath'')^TM, and to submit the forms
to EDGAR over an Internet connection.\3\ Transfer agents would not be
required to use the EDGARLite application to prepare the forms,
although we expect that most would choose to do so.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\4\ 17 CFR 240.17Ac2-1, 17Ac2-2, and 17Ac3-1, respectively.
\5\ 17 CFR 232 et seq.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

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

---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\10\ For more information about EDGARLink, refer to the EDGAR
Filer Manual, Volume II.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\11\ 17 CFR 232.301.
\12\ Transfer agents may download the latest version of the
Filer Manual from the Commission's Web site http://www.sec.gov under the

section ``Information for EDGAR Filers.''
---------------------------------------------------------------------------

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
InfoPath^TM 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.
---------------------------------------------------------------------------

\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.

---------------------------------------------------------------------------

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
InfoPath^TM. Transfer agents would need to have MS
InfoPath^TM installed on their computers in order to use
EDGARLite.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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
InfoPath^TM 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 InfoPath^TM 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 InfoPath^TM software.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\22\ 17 CFR 232.101(a).
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\23\ 17 CFR 232.104(a).
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\24\ 17 CFR 232.201.
\25\ 17 CFR 240.17Ac2-2(a).
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\28\ Pub. L. 100-181 (S 1452), Sec. 322(3), 101 Stat 1249,
December 4, 1987.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\29\ Securities Exchange Act Release No. 42892 (June 2, 2000),
65 FR 36602 (June 9, 2000).
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

\30\ See EDGAR Filer Manual, Volume I (General Information).
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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 http://www.dtc.org
for a nominal fee.

xi. Instruction II.A.4, the instruction regarding marking items as
deleted would be removed.
xii. Instruction II.B, Amending Registration, would be revised to
provide instructions on filing an amended Form TA-1 in EDGAR. All
required items on the electronic form, not just those fields being
amended, must be completed.
xiii. Instruction III, SEC Supplement, Amending the Supplement,
would be deleted because the supplement would be integrated with the
rest of the form.
3. Amendments to Form TA-2 and Instructions
i. Question 4, ``Number of Items Received for Transfer During the
Reporting Period,'' would be amended to add a paragraph (b) to request
the number of individual securityholder accounts for which the transfer
agent maintained master securityholder accounts. The purpose of this
amendment is to provide information as to whether Questions 6-10 are
required to be answered under Instruction II.B of Form TA-2. A
corresponding change would be made to Instruction II.B.
ii. A feature would be added to allow the transfer agent to
designate a filing as an amended filing. The instructions will be
amended to reflect this feature. All required items on the electronic
form, not just those answers that are being amended, must be completed.
4. Amendments to Form TA-W and Instructions
i. Question 7. The reference to ``out of proof conditions'' would
be deleted because the Commission no longer uses the term.
ii. Questions 9 and 10. The reference to Schedule B on Form TA-1
would be deleted because Form TA-1 was previously amended and Schedule
B no longer requires the referenced information.\33\ Accordingly, the
phrase ``each issue shown on Schedule B of registrants Form TA-1, as
amended,'' would be deleted and replaced with the phrase ``each issue
for which registrant acted as transfer agent.''
---------------------------------------------------------------------------

\33\ Securities Exchange Act Release No. 23084 (March 27, 1986),
51 FR 12124 (April 9, 1986).
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

\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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\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.)
---------------------------------------------------------------------------

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
InfoPath^TM 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 InfoPath^TM
software is approximately $200; however, if the transfer agent has
already purchased Microsoft Office 2000 Professional Enterprise
Edition^TM 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 EDGARLite^TM 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
Infopath^TM 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
InfoPath^TM software necessary to construct forms in
EDGARLite. Transfer agents that have purchased Microsoft Office 2000
Professional Enterprise Edition^TM have MS
InfoPath^TM included as part of their operating system;
however, most of these transfer agents are not familiar with MS
InfoPath^TM 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 InfoPath^TM,
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 InfoPath^TM 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 InfoPath^TM and
training personnel to use the EDGAR system and EDGARLite. The EDGARLite
application is designed to be easy to use and the MS
InfoPath^TM software is a relatively low-cost software
package that is readily available. The EDGAR Filer Manual would provide
instructions for installing MS InfoPath^TM 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.
---------------------------------------------------------------------------

Alternatively, transfer agents or a third party could prepare the
forms without MS InfoPath^TM 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.
---------------------------------------------------------------------------

\40\ See note 15.
---------------------------------------------------------------------------

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 InfoPath^TM 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 InfoPath^TM 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.
---------------------------------------------------------------------------

\41\ 15 U.S.C. 78c(f).
\42\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

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

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

[[Page 53502]]

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\
---------------------------------------------------------------------------

\44\ See note 15.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

\45\ 5 U.S.C. 603(a).
\46\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

The IRFA prepared by the Commission states that the purpose of the
proposal to establish an electronic filing system for transfer agent
forms is to improve the efficiency of the filing process for transfer
agents and the public dissemination of the information on the forms. An
electronic filing system would eliminate the burdens associated with
paper forms and streamline the filing process. It would help to ensure
that transfer agents fill the forms out completely and in the
appropriate format. It would also provide transfer agents with email
notification that a form has been accepted or suspended by the
Commission.
The IRFA sets forth the statutory authority for the proposed
amendments to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 and to Regulation S-
T, Form TA-1, Form TA-2, and Form TA-W and the instructions to the
forms. The IRFA also discusses the effect of the proposal on transfer
agents that are small entities under Rule 0-10(h) under the Act.\47\
Rule 0-10(h) defines the term ``small business'' or ``small
organization'' to include any transfer agent that (1) received less
than 500 items for transfer and less than 500 items for processing
during the preceding six months (or in the time that it has been in
business, if shorter); (2) transferred items only of issuers that would
be deemed ``small businesses'' or ``small organizations'' as defined in
this section; and (3) maintained master shareholder files that in the
aggregate contained less than 1,000 shareholder accounts or was the
named transfer agent for less than 1,000 shareholder accounts at all
times during the preceding fiscal year (or the time that it has been in
business, if shorter); and (4) is not affiliated with any person, other
than a natural person, that is not a small business or small
organization under Rule 0-10.
---------------------------------------------------------------------------

\47\ 17 CFR 240.0-10(h).
---------------------------------------------------------------------------

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.

[[Page 53503]]

As an alternative to creating the electronic forms in EDGARLite,
which would require the filer to purchase MS InfoPath^TM
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.
---------------------------------------------------------------------------

\48\ See note 15.
---------------------------------------------------------------------------

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
Infopath^TM software requirement for using the EDGARLite
templates. However, transfer agents would be free to use a public
facility if the facility has the necessary computer system
requirements. Additionally, filers could prepare their filings by
creating an ASCII document as described above, which should be possible
on many public computer service facilities.
Finally, the Commission could grant a transfer agent a continuing
hardship exemption from the electronic filing requirement under Rule
202 of Regulation S-T if the transfer agent demonstrates that the
electronic filing requirement would cause it undue burden or expense. A
transfer agent that was granted such an exemption would continue to
file the forms in paper and thus would not be economically impacted by
the electronic filing requirement.
The Commission encourages the submission of written comments with
respect to any aspect of the IRFA. Comments should specify costs of
compliance with the proposed amendments. For purposes of the Small
Business Regulatory Enforcement Fairness Act of 1996,\49\ the
Commission is also requesting information regarding the potential
impact of the proposed rule on the economy on an annual basis.
Commenters should provide empirical data to support their views.
---------------------------------------------------------------------------

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

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 Sec. 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.

Sec. 232.101 Mandated electronic submissions and exceptions.

(a) * * *
(1) * * *
(xii) Form TA-1 (Sec. 249.100 of this chapter), Form TA-2 (Sec.
249.102 of this chapter), and Form TA-W (Sec. 249.101 of this
chapter).
* * * * *
3. Revise Sec. 232.104 paragraph (a) to read as follows.

Sec. 232.104 Unofficial PDF copies included in an electronic
submission.

(a) An electronic submission, other than a Form 3 (Sec. 249.103 of
this chapter), a Form 4 (Sec. 249.104 of this chapter), a Form 5
(Sec. 249.105 of this chapter), a Form ID (Sec. Sec. 239.63, 249.446,
269.7 and 274.402 of this chapter), a Form TA-1 (Sec. 249.100 of this
chapter), a Form TA-2 (Sec. 249.102 of this chapter), or a Form TA-W
(Sec. 249.101 of this chapter), may include one unofficial PDF copy of
each electronic document contained within that submission, tagged in
the format required by the EDGAR Filer Manual.
* * * * *
4. Section 232.201 is amended by revising the introductory text of
paragraph (a) to read as follows.

Sec. 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 (Sec. 249.103 of this chapter),
a Form 4 (Sec. 249.104 of this chapter), a Form 5 (Sec. 249.105 of
this chapter), a Form ID (Sec. Sec. 239.63, 249.446, 269.7 and 274.402
of this chapter), a Form TA-1 (Sec. 249.100 of this chapter), a Form
TA-2 (Sec. 249.102 of this chapter), or a Form TA-W (Sec. 249.101 of
this chapter), the electronic filer may file the subject filing, under
cover of Form TH (Sec. Sec. 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 Sec. 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.

Sec. 240.17Ac2-1 Application for registration of transfer agents.

* * * * *

[[Page 53504]]

(c) If any of the information reported on Form TA-1 (Sec. 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 (Sec. 249b.100 of this chapter) and to the
EDGAR Filer Manual (Sec. 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 Sec. 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.

Sec. 240.17Ac2-2 Annual reporting requirement for registered transfer
agents.

(a) * * * A transfer agent may file an amendment to Form TA-2
pursuant to the instructions on the form to correct information that
has become inaccurate, incomplete, or misleading. A transfer agent may
file an amendment at any time; however, in order to be timely filed,
all required portions of the form must be completed and filed in
accordance with this section and the instructions to the form by the
date the form is required to be filed with the Commission.
* * * * *
(c) Every annual report and amendment filed pursuant to this
section shall be filed with the Commission electronically in the
Commission's EDGAR system. Transfer agents should refer to Form TA-2
and the instructions to the form (Sec. 249b.102 of this chapter) and
the EDGAR Filer Manual (Sec. 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 Sec. 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.

Sec. 240.17Ac3-1 Withdrawal from registration with the Commission.

* * * * *
(c) Every withdrawal from registration filed pursuant to this
section shall be filed with the Commission electronically in the
Commission's EDGAR system. Transfer agents should refer to Form TA-W
and the instructions to the form (Sec. 249b.101 of this chapter) and
the EDGAR Filer Manual (Sec. 232.301 of this chapter) for further
information regarding electronic filing.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

10. The authority citation for Part 249 continues to read in part
as follows.

Authority: 15 U.S.C. 78a et seq., and 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.

* * * * *

PART 249b--FURTHER FORMS, SECURITIES EXCHANGE ACT OF 1934

11. The authority citation for Part 249b continues to read in part
as follows.

Authority: 15 U.S.C. 78a et seq., unless otherwise noted.

* * * * *
12. Form TA-1 (referenced in Sec. 249b.100), Form TA-W (referenced
in Sec. 249b.101), and Form TA-2 (referenced in Sec. 249b.102) are
revised to read as set forth in the attached Appendices B, C, and D.

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

13. The authority citation for Part 269 continues to read as
follows:

Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

14. The authority citation for Part 274 continues to read in part
as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise
noted.
* * * * *
15. Form ID (referenced in Sec. 239.63, Sec. 249.446, Sec.
269.7, and Sec. 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

[[Page 53505]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.000

[[Page 53506]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.001

[[Page 53507]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.002

[[Page 53508]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.003

[[Page 53509]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.004

[[Page 53510]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.005

[[Page 53511]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.006

[[Page 53512]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.007

[[Page 53513]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.008

[[Page 53514]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.009

[[Page 53515]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.010

[[Page 53516]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.011

[[Page 53517]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.012

[[Page 53518]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.013

[[Page 53519]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.014

[[Page 53520]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.015

[[Page 53521]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.016

[[Page 53522]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.017

[[Page 53523]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.018

[[Page 53524]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.019

[[Page 53525]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.020

[[Page 53526]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.021

BILLING CODE 8010-01-C

UNITED STATES

Securities and Exchange Commission

Washington, DC 20549

Instructions for Use of Form TA-1

Application for Registration and Amendment to Registration as a
Transfer Agent Pursuant to Section 17A of the Securities Exchange Act
of 1934

ATTENTION: This electronic Form TA-1 is to be filed only by SEC
registrants. All other registrants file Form TA-1 in paper format with
their Appropriate Regulatory Authority and should obtain the form from
such authority.
Certain sections of the Securities Exchange Act of 1934 applicable
to transfer agents are referenced or summarized below. Registrants are
urged to review all applicable provisions of the Securities Exchange
Act of 1934, the Securities Act of 1933 and the Investment Company Act
of 1940, as well as the applicable rules promulgated by the SEC under
those Acts.

I. General Instructions for Filing and Amending Form TA-1.

A. Terms and Abbreviations. The following terms and abbreviations
are used throughout these instructions:
1. ``Act'' refers to the Securities Exchange Act of 1934.
2. ``ARA'' refers to the appropriate regulatory agency, as defined
in Section 3(a)(34)(B) of the Act. See General Instruction D below.
3. ``Form TA-1'' is the Form filed as a registration and includes
the Form and any attachments to that Form.
4. ``Registrant'' refers to the entity on whose behalf Form TA-1 is
filed.
5. ``SEC'' or ``Commission'' refers to the U.S. Securities and
Exchange Commission.
6. ``Transfer agent'' is defined in Section 3(a)(25) of the Act as
any person who engages on behalf of an issuer of securities or on
behalf of itself as an issuer in at least one of the functions
enumerated therein.
7. ``Independent, Non-Issuer Transfer Agent'' refers to an entity
which acts as a transfer agent for other than its own securities or
securities of an affiliate.
8. ``Regulation S-T'' is the SEC's regulation containing the rules
related to filing electronic documents in EDGAR. 17 CFR 232 et seq.
9. ``EDGAR'' (Electronic Data Gathering, Analysis, and Retrieval)
is the computer system for the receipt, acceptance, review, and
dissemination of documents submitted to the Commission in electronic
format.
10. ``EDGAR Filer Manual'' is the manual prepared by the SEC
setting out the technical format requirements for an electronic
submission to EDGAR.
11. ``EDGARLite'' is an application in EDGAR that registrants may
use to create the electronic Form TA-1 for submission to EDGAR.
B. Who Must File. Pursuant to Section 17A(c)(1) of the Act, it is
unlawful for a transfer agent to perform any transfer agent function
with respect to any qualifying security unless that transfer agent is
registered with its ARA. A qualifying security is any security
registered under Section 12 of the Act. Thus, qualifying securities
include securities registered on a national securities exchange
pursuant to Section 12(b) of the Act as well as equity securities
registered pursuant to Section 12(g)(1) of the Act for issuers that
have total assets exceeding $3,000,000 and a class of equity securities
(other than

[[Page 53527]]

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, http://www.sec.gov, for the instructions for preparing

forms in EDGARLite^TM and filing forms in EDGAR as well as
for the computer hardware and software requirements for electronic
filing. A Form TA-1 or an amended Form TA-1 which is not completed
properly may be suspended as not acceptable for filing. Acceptance of
this form, however, does not mean that the Commission has found that it
has been filed as required or that the information submitted therein is
true, correct or complete. Registrants that are granted a hardship
exemption from electronic filing under Rule 202 of Regulation S-T, 17
CFR 232.202, will be provided with instructions on how and where to
file a paper Form TA-1. A registrant that wishes to include a cover
letter or other correspondence may do so by including the document as
an attachment to the Form.
E. EDGAR Access. Before registrants may prepare the Form in
EDGARLite or file the Form in EDGAR they must apply for access to
EDGAR. Registrants should refer to the EDGAR Filer Manual, Volume I
(General Instructions) for information on accessing EDGAR.
F. Records. Each registrant must keep an exact copy of any filing
for its records. Registrants should refer to 17 CFR 240.17Ad-6 and
240.17Ad-7 for information regarding the recordkeeping rules for
transfer agents.
G. Effective Date. Registration of a transfer agent becomes
effective thirty days after receipt by the ARA of the application for
registration unless the filing does not comply with applicable
requirements or the ARA takes affirmative action to accelerate, deny,
or postpone registration in accordance with the provisions of Section
17A(c) of the Act.
H. Amending Registration. Each registrant must amend Form TA-1
within sixty calendar days following the date on which information
reported therein becomes inaccurate, incomplete, or misleading.
1. Registrants amend Form TA-1 by selecting the submission type
``Amendment'' on Form TA-1.
2. All fields that are required to be completed on the registrant's
Form TA-1 must be completed on the amended Form TA-1. The transfer
agent may use a saved electronic version of a previously filed Form TA-
1 or amended Form TA-1 as a template for the amended filing and create
the amended form by revising the responses for which the information
has become inaccurate, incomplete, or misleading. (For instructions on
using a saved form as a template for an amended filing, registrants
should refer to the EDGAR Filer Manual.)

II. Special Instructions for Filing and Amending Form TA-1.

A. Electronic Filing. Beginning [effective date of the proposed
rule], all transfer agent forms (Form TA-1, Form TA-2, and Form TA-W)
filed with the SEC must be filed electronically in EDGAR. Transfer
agents that are registered with the SEC must refile electronically the
information on their Form TA-1, as amended, with the SEC on an amended
Form TA-1. The SEC will not accept any other transfer agent form from
such transfer agents until they have filed an electronic amended Form
TA-1.
B. Exemptions from Electronic Filing. The SEC may in limited cases
grant an exemption from electronic filing where the filer can show that
an electronic filing requirement creates an unreasonable burden or
expense. Registrants should refer to Rule 202 of Regulation S-T, 17 CFR
232.202, and the SEC's Web site, http://www.sec.gov, for information on

applying for a hardship exemption.
C. Registration. Registrants must provide full and complete
responses in the appropriate format.
1. Information relating to electronic filing. As an EDGAR filer, a
registrant is required to provide the following:
a. Whether the form is a ``live'' or ``test'' filing submission;
b. Whether the registrant would like a Return Copy of the filing;
c. The registrant's CIK;
d. The registrant's CCC;
e. The contact e-mail address for the registrant; and
f. The notification e-mail address(es) for the registrant regarding
the status of the submission.
Detailed instructions regarding the above are provided in the EDGAR
Filer Manual, Volume I (General Requirements). A registrant that is
granted a continuing hardship exemption from electronic filing pursuant
to Rule 202 of Regulation S-T, 17 CFR 232.202, need only to provide its
CIK.
2. In answering Question 3.b. of Form TA-1, the term Financial
Industry Number Standard (FINS number) means a six digit number
assigned by The Depository Trust Company (DTC) upon request to
financial institutions engaged in activities involving securities.
Registrants that do not have a FINS number may obtain one by requesting
it following the steps described on the DTC Web site (http://www.dtc.org
).

3. State in Question 3.c. the full address of the registrant's
principal office where transfer agent activities are, or will be,
performed; a post office box number is not acceptable. State in
response to Question 3.d. the registrant's mailing address if different
from the response to Question 3.c. You may provide a post office box
number in response to Question 3.d.
4. For the purpose of answering Question 5, a transfer agent is an
affiliate of, or affiliated with, a person, if the transfer agent
directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, that person.
5. In answering Questions 6 and 7, a ``named transfer agent'' is a
transfer agent engaged by the issuer to perform transfer agent
functions for an issue of securities. There may be more than one named
transfer agent for a given security issue (e.g., principal transfer
agent, co-transfer agent or outside registrar).
D. Questions 8 through 10. Only independent, non-issuer registrants
are required to complete Questions 8 through 10.
E. Execution of Form TA-1 and Amendments Thereto. A duly authorized
official or a principal of the registrant must execute Form TA-1 and
any amendments thereto on behalf of that registrant. For a corporate
registrant, the term official includes the chairman or vice-chairman of
the board of directors, the chairman of the executive committee, or any
officer of the corporation who is authorized by the corporation to sign
Form TA-1 on its behalf. For a non-corporate registrant, duly
authorized principal means a principal of the registrant who is
authorized to sign Form TA-1 on its

[[Page 53528]]

behalf. The official or principal of the registrant shall execute Form
TA-1 by providing an electronic signature pursuant to Rule 301,
Signatures, of Regulation S-T, 17 CFR 232.301. The official or
principal of the registrant must provide his or her full name in typed
format in the signature box of the form and must manually sign a
signature page or other document authenticating, acknowledging, or
otherwise adopting his or her signature that appears in typed form
within the electronic filing. The signature page or other such document
shall be signed at or before the time the electronic filing is made,
shall be retained by the transfer agent for a period of five years, and
shall be made available to the Commission or its staff upon request.
By executing Form TA-1, the registrant agrees and consents that
notice of any proceeding under the Act by the SEC involving the
registrant may be given by sending such notice by registered or
certified mail to the registrant, ``Attention Officer in Charge of
Transfer Agent Activities,'' at its principal office for transfer agent
activities as given in response to Question 3.c. of Form TA-1.

III. Notice

Under Sections 17, 17A(c) and 23(a) of the Act and the rules and
regulations thereunder, the SEC is authorized to solicit from
applicants for registration as a transfer agent and from registered
transfer agents the information required to be supplied by Form TA-1.
Disclosure to the SEC of the information requested in Form TA-1 is a
prerequisite to the processing of Form TA-1. The information will be
used for the principal purpose of determining whether the SEC should
permit an application for registration to become effective or should
deny, accelerate or postpone registration of an applicant. The
information supplied herein may also be used for all routine uses of
the SEC. Information supplied on this Form will be included routinely
in the public files of the SEC and will be available for inspection by
any interested person.

BILLING CODE 8010-01-P

[[Page 53529]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.022

[[Page 53530]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.023

[[Page 53531]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.024

[[Page 53532]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.025

[[Page 53533]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.026

BILLING CODE 8010-01-C

Securities and Exchange Commission

Instructions for Use of Form TA-W

Notice of Withdrawal From Registration as a Transfer Agent Pursuant to
Section 17A of the Securities Exchange Act of 1934

ATTENTION: This electronic Form TA-W is to be filed only by SEC
registrants. All other registrants withdraw from registration as a
transfer agent with their appropriate regulatory authority and should
obtain instructions on withdrawal from registration as a transfer agent
from such authority.
Certain sections of the Securities Exchange Act of 1934 applicable
to transfer agents are referenced or summarized below. Registrants are
urged to review all applicable provisions of the Securities Exchange
Act of 1934, the Securities Act of 1933, and the Investment Company Act
of 1940, as well as the applicable rules promulgated by the SEC under
those Acts.

I. General Instructions for Filing Form TA-W

A. Terms and Abbreviations. The following terms and abbreviations
are used throughout these instructions:
1. ``Act'' refers to the Securities Exchange Act of 1934.
2. ``ARA'' refers to the appropriate regulatory agency, as defined
in Section 3(a)(34)(B) of the Act. See General Instruction D below.
3. ``Form TA-1'' is the Form filed as a registration and includes
the Form and any attachments to that Form.
4. ``Registrant'' refers to the entity on whose behalf Form TA-1 is
filed.
5. ``SEC'' or ``Commission'' refers to the U.S. Securities and
Exchange Commission.
6. ``Transfer agent'' is defined in Section 3(a)(25) of the Act as
any person who engages on behalf of an issuer of securities or on
behalf of itself as an issuer in at least one of the functions
enumerated therein.
7. ``Independent, Non-Issuer Transfer Agent'' refers to an entity
which acts as a transfer agent for other than its own securities or
securities of an affiliate.
8. ``Regulation S-T'' is the SEC's regulation containing the rules
related to filing electronic documents in EDGAR. 17 CFR 232 et seq.
9. ``EDGAR'' (Electronic Data Gathering, Analysis, and Retrieval)
is defined in Rule 11 of Regulation S-T, 17 CFR 232.11, as the computer
system for the receipt, acceptance, review, and dissemination of
documents submitted to the Commission in electronic format.
10. ``EDGAR Filer Manual,'' is the manual prepared by the SEC
setting out the technical format requirements for an electronic
submission to EDGAR.
11. ``EDGARLite'' is an application in EDGAR that registrants may
use to create the electronic Form TA-W for submission to EDGAR.
B. Who Must File. Pursuant to Section 17A(c)(4)(B) of the Act, a
registered transfer agent may, upon such terms and conditions as the
ARA for such transfer agent deems necessary or appropriate in the
public interest, for the protection of investors, or in furtherance of
the purposes of Section 17A the Act,

[[Page 53534]]

withdraw from registration by filing a written notice of withdrawal
with such ARA.
C. When to File. Before a registrant may withdraw from registration
as a transfer agent, it must file a notice of withdrawal from
registration as a transfer agent with the Commission on Form TA-W.
D. How to File. Registrants file electronically in EDGAR.
Registrants may prepare the Form using EDGARLite and should refer to
the EDGAR Filer Manual, which is available on the SEC's Web site at
http://www.sec.gov for instructions for preparing and submitting

electronic forms as well as for the technical requirements for filing
in EDGAR. A Form TA-W which is not completed properly may be suspended
as not acceptable for filing. Acceptance of this Form, however, does
not mean that the Commission has found that it has been filed as
required or that the information submitted therein is true, correct or
complete.
Registrants that are granted a hardship exemption from electronic
filing under Rule 202 of Regulation S-T, 17 CFR 232.202, will be
provided with instructions on how and where to file a paper Form TA-W.
E. Records. Each registrant must keep an exact copy of any filing
for its records. Registrants should refer to 17 CFR 240.17Ad-6 and
240.17Ad-7 for information regarding the recordkeeping rules for
transfer agents.
F. Effective Date. In accordance with the rules adopted by the
Commission, notice to withdraw from registration filed by a transfer
agent shall become effective on the 60th day after the filing thereof
with the Commission or within such shorter period of time as the
Commission may determine. If a notice to withdraw from registration is
filed with the Commission any time subsequent to the date of issuance
of an order instituting proceedings pursuant to Section 17A(c)(3)(A),
or if prior to the effective date of the notice of withdrawal the
Commission institutes such a proceeding or a proceeding to impose terms
and conditions upon such withdrawal, the notice of withdrawal shall not
become effective except at such time and upon such terms and conditions
as the Commission deems necessary or appropriate in the public
interest, for the protection of investors, or in furtherance of the
purposes of Section 17A.

II. Special Instructions for Filing Form TA-W

A. Electronic Filing. Beginning [insert effective date of the
rule], all transfer agent forms (Form TA-1, Form TA-2, and Form TA-W)
filed with the SEC must be filed electronically in EDGAR.
B. Exemptions from Electronic Filing. The SEC may, in limited
cases, grant an exemption from electronic filing where the filer can
show that an electronic filing requirement creates an unreasonable
burden or expense. Registrants should refer to Rule 202 of Regulation
S-T, 17 CFR 232.202, and to the SEC's Web site, http://www.sec.gov, for

information on applying for a hardship exemption.
C. Withdrawal from Registration. Registrants must provide full and
complete responses in the appropriate format.
1. Information relating to electronic filing. As EDGAR filers,
registrants are required to provide the following:
a. Whether the Form is a ``live'' or ``test'' filing submission;
b. Whether the registrant would like a Return Copy of the filing;
c. The registrant's CIK;
d. The registrant's CCC;
e. The contact e-mail address for the registrant; and
f. The notification e-mail address(es) for the registrant regarding
the status of the submission.
For more information regarding the above requirements see the EDGAR
Filer Manual, Volume I (General Requirements). A registrant that is
granted a continuing hardship exemption pursuant to Rule 202 of
Regulation S-T, 17 CFR 232.202, need only provide its CIK.
2. All items on the Form must be answered in full. Individuals'
names must be given in full.
D. Execution of Form TA-W. A duly authorized official or a
principal of the registrant must execute Form TA-W and any amendments
thereto on behalf of that registrant. For a corporate registrant, the
term official includes the chairman or vice-chairman of the board of
directors, the chairman of the executive committee, or any officer of
the corporation who is authorized by the corporation to sign Form TA-W
on its behalf. For a non-corporate registrant, duly authorized
principal means a principal of the registrant who is authorized to sign
Form TA-W on its behalf.
The official or principal of the registrant shall execute Form TA-1
by providing an electronic signature pursuant to Rule 302, Signatures,
of Regulation S-T, 17 CFR 232.302. The official or principal of the
registrant must provide his or her full name in typed format in the
signature box of the Form and must manually sign a signature page or
other document authenticating, acknowledging, or otherwise adopting his
or her signature that appears in typed Form within the electronic
filing. The signature page or other such document shall be signed at or
before the time the electronic filing is made, shall be retained by the
transfer agent for a period of five years, and shall be made available
to the Commission or its staff upon request.
By executing Form TA-W, the registrant agrees and consents that
notice of any proceeding under the Act by the SEC involving the
registrant may be given by sending such notice by registered or
certified mail to the registrant, ``Attention Officer in Charge of
Transfer Agent Activities,'' at its principal office for transfer agent
activities as given in response to Question 3.c. of Form TA-1.

III. Notice

Under Sections 17, 17A(c) and (23)(a) of the Act and the rules and
regulations thereunder, the Commission is authorized to solicit from
registered transfer agents the information required to be supplied by
this Form. Disclosure to the Commission of the information requested in
Form TA-W is a prerequisite to the processing of a notice of withdrawal
of registration as a transfer agent. The information will be used for
the principal purpose of enabling the Commission to determine whether
it is necessary or appropriate in the public interest, for the
protection of investors, or in furtherance of the purposes of Section
17A of the Act that the withdrawal be denied, postponed or subject to
specific terms and conditions. Information supplied on this Form will
be included routinely in the public files of the Commission and will be
available for inspection by any interested person.

BILLING CODE 8010-01-P

[[Page 53535]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.027

[[Page 53536]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.028

[[Page 53537]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.029

[[Page 53538]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.030

[[Page 53539]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.031

[[Page 53540]]

[GRAPHIC] [TIFF OMITTED] TP11SE06.032

BILLING CODE 8010-01-C

UNITED STATES

Securities and Exchange Commission

Instructions for Use of Form TA-2

Form for Reporting Transfer Agent Activities Pursuant to Section 17A of
the Securities Exchange Act of 1934

ATTENTION: All transfer agents, whether they are registered with
the SEC or with another regulatory authority, must file an annual
report on Form TA-2 in electronic format with the SEC.
Certain sections of the Securities Exchange Act of 1934 applicable
to transfer agents are referenced below. Transfer agents are urged to
review all applicable provisions of the Securities Exchange Act of
1934, the Securities Act of 1933, and the Investment Company Act of
1940, as well as the applicable rules promulgated by the SEC under
those Acts.

I. General Instructions for Filing and Amending Form TA-2.

A. Terms and Abbreviations. The following terms and abbreviations
are used throughout these instructions:
1. ``Act'' means the Securities Exchange Act of 1934, 15 U.S.C. 78a
et seq.
2. ``Aged record difference,'' as defined in Rule 17Ad-11(a)(2), 17
CFR 240.17Ad-11(a)(2), means a record difference that has existed for
more than 30 calendar days.

[[Page 53541]]

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 re-sent item is returned as undeliverable; and (ii) for whom the
transfer agent has not received information regarding the
securityholder's new address.
7. ``Named transfer agent,'' as defined in Rule 17Ad-9(j), 17 CFR
240.17Ad-9(j), means a registered transfer agent that has been engaged
by an issuer to perform transfer agent functions for an issue of
securities but has engaged a service company (another registered
transfer agent) to perform some or all of those functions.
8. ``Record difference'' means any of the imbalances described in
Rule 17Ad-9(g), 17 CFR 240.17Ad-9(g).
9. ``Reporting period'' means the calendar year ending December 31
of the year for which Form TA-2 is being filed.
10. ``SEC'' or ``Commission'' means the United States Securities
and Exchange Commission.
11. ``Service company,'' as defined in Rule 17Ad-9(k), 17 CFR
240.17Ad-9(k), means the registered transfer agent engaged by a named
transfer agent to perform transfer agent functions for that named
transfer agent.
12. ``Transfer agent,''as defined in Section 3(a)(25) of the Act,
15 U.S.C. 78c(a)(25), means any person who engages on behalf of an
issuer of securities or on behalf of itself as an issuer in at least
one of the functions enumerated therein.
13. ``Regulation S-T,'' 17 CFR 232, is the SEC's regulation that
sets forth the rules related to filing electronic documents in EDGAR.
14. ``EDGAR,'' Electronic Data Gathering, Analysis, and Retrieval,
is defined in Rule 11 of Regulation S-T, 17 CFR 232.11, as the computer
system for the receipt, acceptance, review, and dissemination of
documents submitted in electronic format.
15. ``EDGAR Filer Manual,'' as defined in Rule 11 of Regulation S-
T, 17 CFR 232.11, is the manual prepared by the SEC setting out the
technical format requirements for an electronic submission to EDGAR.
16. ``EDGARLite'' is an EDGAR application described in the EDGAR
Filer Manual that transfer agents may use to create the electronic Form
TA-2 for submission to EDGAR.
B. Who Must File; When to File.
1. Every transfer agent that is registered on December 31 must file
Form TA-2 in accordance with the instructions contained therein by the
following March 31. Before an SEC registered transfer agent may file a
Form TA-2 on EDGAR it must have filed a Form TA-1 or an amended Form
TA-1 on EDGAR. SEC transfer agents should refer to the instructions to
240 CFR 17Ac2-1 and Form TA-1 for more information.
a. A registered transfer agent that received fewer than 1,000 items
for transfer during the reporting period and that did not maintain
master securityholder files for more than 1,000 individual
securityholder accounts as of December 31 of the reporting period is
required to complete Questions 1 through 5, 11, and the signature
section of Form TA-2.
b. A named transfer agent that engaged a service company to perform
all of its transfer agent functions during the reporting period is
required to complete Questions 1 through 3 and the signature section of
Form TA-2.
c. A named transfer agent that engaged a service company to perform
some but not all of its transfer agent functions during the reporting
period must complete all of Form TA-2 but should enter zero (0) for
those questions that relate to functions performed by the service
company on behalf of the named transfer agent.
2. The date on which any filing is actually received by the SEC is
the transfer agent's filing date provided that the filing complies with
all applicable requirements. A Form TA-2 or an amended Form TA-2 which
is not completed properly may be suspended as not acceptable for
filing. Acceptance of this Form, however, does not mean that the
Commission has found that it has been filed as required or that the
information submitted therein is true, correct or complete.
C. How to File. Transfer agents file Form TA-2 electronically on
EDGAR. Transfer agents should refer to the EDGAR Filer Manual, which is
available on the SEC's Web site http://www.sec.gov, for the technical

instructions for preparing forms using EDGARLite^TM and for
filing on EDGAR as well as for the computer hardware and software
requirements.
Transfer agents that are granted a hardship exemption from
electronic filing under Rule 202 of Regulation S-T, 17 CFR 232.202,
will be provided with instructions on how and where to file a paper
Form TA-2.
A transfer agent that wishes to include a cover letter or other
correspondence may do so by including the document as an electronic
attachment to the form.
D. EDGAR Access. Before transfer agents file on EDGAR they must
obtain access to EDGAR. Transfer agents should refer to the EDGAR Filer
Manual, Volume I (General Instructions) for information on accessing
EDGAR.
E. Amending Form TA-2. Transfer agents may amend Form TA-2 at any
time to correct errors in the information reported therein.
1. A transfer agent may amend Form TA-2 by selecting the submission
type ``Amendment'' on Form TA-2. The transfer agent may use a saved
electronic version of a previously filed Form TA-2 or an amended Form
TA-2 as a template for the amended filing. For instructions on using a
saved form as a template for an amended filing transfer agents should
refer to the EDGAR Filer Manual.
2. All fields that are required to be completed on the transfer
agent's Form TA-2 must be completed on the amended Form TA-2 with the
transfer agent amending only those answers for which it needs to
correct an error.
F. Records. Each transfer agent must keep an exact copy of any
filing for its records. Transfer agents should refer to 17 CFR
240.17Ad-6 and 240.17Ad-7 for information regarding the recordkeeping
rules for transfer agents.
G. Execution of Form TA-2 and Amendments Thereto. A duly authorized
official or a principal of the transfer agent shall execute Form TA-2
by providing an electronic signature pursuant to Rule 301, Signatures,
of Regulation S-T, 17 CFR 301. The official or principal of the
transfer agent must provide his or her full name in typed format in the
signature box of the form and must manually sign a signature page or
other document authenticating, acknowledging, or otherwise adopting his
or her signature that appears in typed form within the electronic
filing. The signature page or other such document shall be signed at or
before the time the electronic filing is made, shall be retained by the
transfer

[[Page 53542]]

agent for a period of five years, and shall be made available to the
Commission or its staff upon request.

II. Special Instructions for Filing Form TA-2.

A. Electronic Filing. Beginning [insert effective date of the
rule], all transfer agent forms (Form TA-1, Form TA-2, and Form TA-W)
filed with the SEC must be filed electronically on EDGAR. Transfer
agents that are registered with the SEC must refile electronically the
information on their Form TA-1, as amended, with the SEC on an amended
Form TA-1. The SEC will not accept a Form TA-2 from transfer agents
that are registered with the SEC until such transfer agents have filed
an electronic amended Form TA-1.
B. Exemptions from Electronic Filing. The SEC may in limited cases
grant an exemption from electronic filing where the filer can show that
an electronic filing requirement creates an unreasonable burden or
expense. Transfer agents should refer to Rule 202 of Regulation S-T, 17
CFR 232.202, and to the SEC's Web site for information on applying for
a hardship exemption.
C. Report of Transfer Agent Activities. Transfer agents must
provide full and complete responses in the appropriate format
1. Information relating to electronic filing. As an EDGAR filer,
the transfer agent is required to provide the following:
a. Whether the form is a ``live'' or ``test'' filing submission;
b. Whether the transfer agent would like a Return Copy of the
filing;
c. The transfer agent's CIK;
d. The transfer agent's CCC;
e. The contact e-mail address for the transfer agent; and
f. The notification e-mail address(es) for the transfer agent
regarding the status of the submission.
For more information regarding the above requirements see the EDGAR
Filer Manual, Volume I (General Requirements). A transfer agent that is
granted a continuing hardship exemption pursuant to Rule 202 of
Regulation S-T, 17 CFR 232.202, need only provide its CIK.
2. Indicate the calendar year for which Form TA-2 is filed. A
transfer agent registered on December 31 shall file Form TA-2 by the
following March 31 even if the transfer agent conducted business for
less than the entire reporting period.
3. In answering Question 4.a., indicate the number of items
received for transfer during the reporting period. Omit the purchase
and redemption of open-end investment company shares. Report those
items in response to Question 10.
4. In answering Questions 5 and 6, include closed-end investment
company securities in the corporate equity securities category.
a. In answering Question 5.a., include Direct Registration System,
dividend reinvestment plan and/or direct purchase plan accounts in the
total number of individual securityholder accounts maintained.
b. In answering Question 5.b., include dividend reinvestment plan
and/or direct purchase plan accounts only.
c. In answering Question 5.c., include Direct Registration System
accounts only.
d. In answering Question 5.d., include American Depositary Receipts
(ADRs) in the corporate equity or corporate debt category, as
appropriate, and include dividend reinvestment plan and/or direct
purchase plan accounts in the corporate equity or open-end investment
company securities category.
e. In answering Question 6, debt securities are to be counted as
one issue per CUSIP number. Open-end investment company securities
portfolios are to be counted as one issue per CUSIP number.
5. In answering Question 7.c., exclude coupon payments and
transfers of record ownership as a result of corporate actions.
6. In answering Question 10, exclude non-value transactions such as
name or address changes.
7. In answering Question 11.b., include only those accounts held by
securityholders that are defined as lost by Rule 17Ad-17, 17 CFR
240.17Ad-17, when the underlying securities (i.e., not just dividends
and interest) have been remitted to the states.

III. Notice

SEC's Collection of Information: An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid control number. Under
Sections 17, 17A(c) and 23(a) of the Act and the rules and regulations
thereunder, the SEC is authorized to solicit from registered transfer
agents the information required to be supplied on Form TA-2. The filing
of this Form is mandatory for all registered transfer agents. The
information will be used for the principal purpose of regulating
registered transfer agents but may be used for all routine uses of the
SEC or of the ARAs. Information supplied on this Form will be included
routinely in the public files of the ARAs and will be available for
inspection by any interested person. Any member of the public may
direct to the SEC any comments concerning the accuracy of the burden
estimate on the application facing page of this Form, and any
suggestions for reducing this burden. The Office of Management and
Budget has reviewed this collection of information in accordance with
the clearance requirements of 44 U.S.C. 3507.

[FR Doc. 06-7269 Filed 9-8-06; 8:45 am]

BILLING CODE 8010-01-P