

[Federal Register: December 12, 2006 (Volume 71, Number 238)]
[Rules and Regulations]               
[Page 74697-74746]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr12de06-18]                         


[[Page 74697]]

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Part VI





Securities and Exchange Commission





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17 CFR Parts 232, 239, et al.



Electronic Filing of Transfer Agent Forms; Final Rule


[[Page 74698]]


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SECURITIES AND EXCHANGE COMMISSION

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

[Release No. 34-54864; File No. S7-14-06]
RIN 3235-AJ68

 
Electronic Filing of Transfer Agent Forms

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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

DATES: Effective Date: January 11, 2007.

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

SUPPLEMENTARY INFORMATION: 

I. Introduction

    On September 11, 2006, the Commission published a proposed 
rulemaking in the Federal Register to require transfer agents to file 
Form TA-1, Form TA-2, and Form TA-W (``transfer agent forms'')\1\ 
electronically through the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (``EDGAR'')\2\ system.\3\ The Commission has 
developed a new application in EDGAR (``EDGARLite'') that enables 
filers to prepare an electronic version of transfer agent forms using a 
commercial software package, Microsoft InfoPath 2003 (``MS InfoPath'') 
TM, and to submit the forms to EDGAR over an Internet 
connection.\4\ Transfer agents will not be required to use the 
EDGARLite application to prepare the forms, although it is likely that 
most will choose to do so.
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    \1\ 17 CFR 249b.100, 249b.101, and 249b.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\ Securities Exchange Act Release No. 54356 (August 24, 2006), 
71 FR 53494 [File No. S7-14-06].
    \4\ The application will produce an Extensible Markup Language 
(``XML'') version of the filing with all data elements identified 
through XML tags. A ``tag'' is an identifier that highlights 
specific information to EDGAR that is in the format required by the 
EDGAR Filer Manual. 17 CFR 232.11
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    An electronic filing system for transfer agent forms will 
streamline the filing process, improve the Commission's ability to 
register and monitor transfer agents, and facilitate the retrieval and 
public dissemination of the data collected on the forms. The purpose of 
the amendments is to change the manner in which the forms are submitted 
to the Commission; the substance of the information reported will not 
change. We are adopting the amendments to the rules and forms to 
implement the new filing system and to require that Forms TA-1, TA-2, 
and TA-W be filed electronically. To comply with an electronic filing 
requirement, transfer agents will need to have a computer that meets 
the system requirements in the EDGAR Filer Manual and Internet access 
and a web browser to download the forms from an EDGAR Web site and 
transmit the completed forms. Transfer agents will also have to apply 
for and obtain access to EDGAR prior to filing the forms electronically 
in EDGAR.
    We received six comments from five commenters.\5\ One commenter 
strongly supported the proposal. Three of the commenters objected to 
the proposal on the grounds that an electronic filing requirement would 
be more burdensome than the current requirement that the forms be filed 
in paper format. Two commenters suggested we make minor changes or 
clarifications to Form TA-2. For the reasons discussed below, we are 
adopting the amendments substantially as proposed.
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    \5\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006; Loren K. Hanson, Director, Investor Relations, Otter Tail 
Corporation, dated August 31, 2006; Loren K. Hanson, Assistant 
Secretary, Otter Tail Corporation, dated October 4, 2006; Angie Orr, 
Senior Legal Assistant, American Century Services, LLC, dated 
October 19, 2006; Diane M. Butler, Director of Transfer Agency & 
International Operations, Investment Company Institute, dated 
October 26, 2006; and Christeena G. Naser, Senior Counsel for 
Regulatory and Trust Affairs, American Banker Association, dated 
November 2, 2006.
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II. Background

A. Transfer Agent Forms

    Section 17A(c)(1) of the Act requires an entity that performs the 
function of a transfer agent with respect to a security registered 
under Section 12 of the Act to register with that entity's appropriate 
regulatory agency (``ARA'').\6\ Depending on the type of entity that is 
registered as a transfer agent, the ARA is either the Comptroller of 
the Currency, the Board of Governors of the Federal Reserve System, the 
Federal Deposit Insurance Corporation, or the Commission.\7\ There are 
currently 785 registered transfer agents, of which 519 are registered 
with the Commission and 266 are registered with the other ARAs.
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    \6\ 15 U.S.C. 78q-1(c)(1).
    \7\ 15 U.S.C. 78c(a)(34)(B). When used with respect to a 
clearing agency or transfer agent, the term ``appropriate regulatory 
agency'' means: (i) The Comptroller of the Currency, in the case of 
a national bank or a bank operating under the Code of Law for the 
District of Columbia, or a subsidiary of any such bank; (ii) the 
Board of Governors of the Federal Reserve System, in the case of a 
State member bank of the Federal Reserve System, a subsidiary 
thereof, a bank holding company, or a subsidiary of a bank holding 
company which is a bank other than a bank specified in clause (i) or 
(ii) of this subparagraph; (iii) the Federal Deposit Insurance 
Corporation, in the case of a bank insured by the Federal Deposit 
Insurance Corporation (other than a member of the Federal Reserve 
System), or a subsidiary thereof; and (iv) the Commission in the 
case of all other clearing agencies and transfer agents.
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    There are three transfer agent forms filed with the Commission: (1) 
Form TA-1, Uniform Form for Registration as a Transfer Agent and for 
Amendment to Registration Pursuant to Section 17A of the Securities 
Exchange Act of 1934; (2) Form TA-2, Form for Reporting Activities of 
Transfer Agents Registered Pursuant to Section 17A of the Securities 
Exchange Act of 1934; and (3) Form TA-W, Notice of Withdrawal From 
Registration as a Transfer Agent. Only transfer agents that are 
registered with the Commission file Form TA-1 and Form TA-W with the 
Commission. All transfer agents, however, whether they are registered 
with the Commission or another ARA, file Form TA-2 with the Commission. 
The Commission uses the information on the transfer agent forms to 
review and approve an entity's

[[Page 74699]]

application for registration as a transfer agent, maintain current 
information about transfer agents, and monitor the operations performed 
by and the services provided by transfer agents. The information filed 
on the Form TA-1, Form TA-2, and Form TA-W is publicly available.
    Over 1,000 transfer agent forms are filed with the Commission each 
year. The Commission receives new or amended transfer agent 
registrations on Form TA-1 and withdrawals from registration on Form 
TA-W; however, most of the transfer agent forms received by the 
Commission are the annual reports filed by transfer agents on Form TA-
2, which are required to be filed with the Commission during the three-
month period between January 1 and March 31.\8\ Although all registered 
transfer agents are required to file a Form TA-2, the Commission 
receives fewer Forms TA-2 than there are registered transfer agents. 
This may be because some registered transfer agents have dissolved 
without filing a Form TA-W, the paper Form TA-2 was lost or 
misdirected, or some transfer agents are not meeting the Form TA-2 
filing requirement.
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    \8\ 17 CFR 240.17Ac2-2. For the years 2003 through 2005, the 
Commission received an average of 1,069 transfer agent forms each 
year, including 41 Forms TA-1, 247 amended Forms TA-1, 709 Forms TA-
2, 31 amended Forms TA-2, and 39 Forms TA-W.
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    To facilitate public dissemination of the information, the 
Commission staff enters basic information from the forms into EDGAR, 
including the name and address of the transfer agent, the transfer 
agent's registration number, and the date the form was filed with the 
Commission. This data is then disseminated on the EDGAR section of the 
Commission's Web site.\9\ In order to view all of the information on a 
form, however, members of the public must request a hard copy of the 
form from the Commission's public reference room or obtain the 
information from a third party information service company for a fee.
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    \9\ http://www.sec.gov/edgar.shtml.

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B. Electronic Filing of Transfer Agent Forms

    The electronic filing system for transfer agent forms will be 
beneficial for transfer agents, investors, and the Commission. Under 
the new electronic filing requirement, each answer provided by the 
transfer agent will be formatted as an XML data tag. XML is a widely 
used text format that allows for the flexible use and exchange of data. 
The Commission designed the filing system to use XML data tags so that 
all of the information filed by transfer agents could be used by 
Commission staff and the public for searches, retrievals, and data 
analysis. To facilitate the filing of the information as XML data tags, 
the Commission developed EDGARLite to provide filers with an easy to 
use, form-driven tool that can gather information and convert it to 
XML. EDGARLite uses form templates created by the Commission with a 
commercial ``off the shelf'' software package, MS 
InfoPath.TM Transfer agents would need to have MS 
InfoPathTM installed on their computers in order to use 
EDGARLite.
    As an alternative to purchasing the software, transfer agents could 
prepare the forms outside of EDGARLite by creating an XML tagged 
version of the filing as an ASCII document using technical 
specifications that would be available on the Commission's Web 
site.\10\ This is a permissible means of filing because the amendments 
require only that the information reported on the forms be submitted in 
the electronic format set forth in the EDGAR Filer Manual and do not 
require that transfer agents use EDGARLite. Preparing XML data tags in 
ASCII text language would require some technical expertise on the part 
of the filer, however, and the Commission expects that most transfer 
agents would choose to purchase the software and prepare the forms 
using EDGARLite.\11\ As another alternative, transfer agents could hire 
a third party to prepare and submit the electronic forms for them; 
however, this filing method would likely cost the transfer agent more 
than purchasing the MS InfoPath TM software.
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    \10\ 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
    \11\ Third party software developers may also use the technical 
specifications to create a software product to compete with or 
enhance the EDGARLite application.
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    Regulation S-T sets forth the rules governing electronic filing in 
EDGAR. The EDGAR Filer Manual, which is promulgated by the Commission 
under Rule 301 of Regulation S-T,\12\ provides the instructions and 
technical requirements for submitting filings to EDGAR. In preparation 
for electronic filing, transfer agents should review Regulation S-T and 
the relevant portions of the EDGAR Filer Manual, Volume I (General 
Information).\13\ In particular, transfer agents should review Section 
2.5 of Volume I, which provides the EDGAR hardware and software 
requirements, Section 3 of Volume I, which provides instructions on 
becoming an EDGAR filer, and Section 6 of Volume I, which provides 
instructions for filing on EDGAR.
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    \12\ 17 CFR 232.301.
    \13\ 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.''
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    The Commission has drafted a new section of Volume II (EDGAR 
Filing) of the EDGAR Filer Manual which provides detailed instructions 
for preparing forms using EDGARLite. The updates to Volume II have not 
yet been adopted; however, the Commission, has posted a draft on its 
Web site \14\ so that filers and other third parties may review and 
comment on the draft section. Any EDGAR Filer Manual draft is subject 
to Commission approval and may be revised prior to approval or not 
approved at all.\15\ The new section will be adopted and effective 
prior to the January 1, 2007 effective date of these amendments.
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    \14\ http://www.sec.gov/info/edgar/edmanuals95_d.htm
    \15\ 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.
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    The Commission is amending Regulation S-T, Rules 17Ac2-1, 17Ac2-2, 
and 17Ac3-1, and Form TA-1, Form TA-2, and Form TA-W to mandate that 
all transfer agent forms filed with the Commission be filed in 
electronic format.\16\ However, transfer agents that believe filing in 
electronic format is unduly burdensome will be able to apply for a 
continuing hardship exemption from the electronic filing requirement 
pursuant to Rule 202 of Regulation S-T.\17\ Rule 202 provides that an 
electronic filer may apply in writing for a continuing hardship 
exemption if the filing cannot be submitted to the Commission in 
electronic format without undue burden or expense. The Commission 
determines whether to grant or to deny the application based on whether 
the exemption is appropriate and is consistent with the public interest 
and the protection of investors.
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    \16\ A paper copy version of the forms and instructions will be 
available from the Commission Publications Office and on the 
Commission's Web site for information purposes and for use by 
transfer agents that were granted a hardship exemption from 
electronic filing under Rule 202 of Regulation S-T.
    \17\ 17 CFR 232.202.
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    For the first year of electronic filing only, transfer agents that 
are registered with the Commission will be required to

[[Page 74700]]

file an amended Form TA-1 before they file a Form TA-2.\18\ By so 
requiring, the Commission will be able to establish a complete and 
current record of registration information for transfer agents 
registered with the Commission in a single, centralized, and searchable 
database. Form TA-1 collects important information regarding transfer 
agents, such as name, address, organizational structure, and control 
persons. The requirement to file an amended Form TA-1 when the 
electronic filing system first becomes effective will make the data 
previously reported on the paper form readily available electronically 
for Commission use and public dissemination. Additionally, the 
requirement is designed to ensure that transfer agents have a complete 
electronic version of the form to use as a template for future 
amendments. It will provide an opportunity for transfer agents to make 
sure that their Form TA-1 is current and that all amendments to correct 
inaccurate, misleading, or incomplete information are made. Because 
transfer agents are required to maintain a copy of Form TA-1 and any 
amendments to Form TA-1 with their records,\19\ they should have all 
the information necessary to complete and electronically file an 
amended Form TA-1.
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    \18\ 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.
    \19\ Instruction I.D. to Form TA-1.
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    The amendments will be effective January 11, 2007. Accordingly, 
registered transfer agents should be prepared to file their Forms TA-2 
for the 2006 reporting period, which are due to be filed by March 31, 
2007, and an amended Form TA-1 for those transfer agents registered 
with the Commission, electronically on EDGAR.

III. Amendments

    The amendments make the following changes to Rules 17Ac2-1, 17Ac2-
2, and 17Ac3-1, Regulation S-T, and to Form TA-1, Form TA-2, and Form 
TA-W and the instructions to the forms as well as to Form ID.

A. Changes to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 To Require Electronic 
Filing

    The amendments add a paragraph to each of Rules 17Ac2-1, 17Ac2-2, 
and 17Ac3-1 to require electronic filing of Form TA-1, Form TA-2, and 
Form TA-W, respectively, on the Commission's EDGAR system. The 
amendments require transfer agents to file their forms according to the 
instructions on the forms and in the EDGAR Filer Manual. Although the 
amendments to Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 mandate electronic 
filing, transfer agents will still be able to apply for a hardship 
exemption under Rule 202 of Regulation S-T which would allow them to 
continue to file the forms in paper format. The Commission will review 
each application on a case by case basis and in its discretion may 
grant an exemption if the transfer agent is able to show that 
electronic filing is unduly burdensome and that granting the exemption 
would benefit the public interest and protection of investors. Because 
transfer agents cannot rely on receiving a hardship exemption, we 
recommend that all transfer agents review the system requirements and 
EDGAR Filer Manual and be prepared to submit the forms on EDGAR.
    The Commission received six comment letters on the proposal from 
five commenters.\20\ One commenter strongly supports the proposal \21\ 
and three of the commenters oppose the proposal on the grounds that it 
requires computer software and systems as well as experience with EDGAR 
that the transfer agent or its staff may not have.\22\ The fifth 
commenter requested changes that relate only to Form TA-2 which is 
discussed in Section III.D. of this release.\23\ The commenters who 
object to the proposal stated that the expense of meeting the new 
requirement competitively disadvantages small transfer agents and that 
these transfer agents should not have to bear the expense of a proposal 
which they believe serves primarily to benefit the Commission. One 
commenter stated that the public does not have any need to access the 
information reported on the transfer agent forms because transfer 
agents are not public companies and do not solicit investments and that 
a person interested in obtaining such information may acquire it 
directly from the transfer agent.\24\ This filer also suggested that 
electronic filing be optional and not mandatory. Two of the commenters 
also stated that although they find electronic filing on EDGAR to be 
burdensome, a PDF attachment or an internet based form that does not 
require special software would be feasible.\25\ One commenter also 
expressed concerns about necessary software upgrades and any associated 
costs.\26\
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    \20\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006; Loren K. Hanson, Director, Investor Relations, Otter Tail 
Corporation, dated August 31, 2006; Loren K. Hanson, Assistant 
Secretary, Otter Tail Corporation, dated October 4, 2006; Angie Orr, 
Senior Legal Assistant, American Century Services, LLC, dated 
October 19, 2006; Diane M. Butler, Director of Transfer Agency & 
International Operations, Investment Company Institute, dated 
October 26, 2006; and Christeena G. Naser, Senior Counsel for 
Regulatory and Trust Affairs, American Banker Association, dated 
November 2, 2006.
    \21\ Diane M. Butler, Director of Transfer Agency & 
International Operations, Investment Company Institute, dated 
October 26, 2006.
    \22\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006; Loren K. Hanson, Director, Investor Relations, Otter Tail 
Corporation, dated August 31, 2006; Loren K. Hanson, Assistant 
Secretary, Otter Tail Corporation, dated October 4, 2006; and 
Christeena G. Naser, Senior Counsel for Regulatory and Trust 
Affairs, American Banker Association, dated November 2, 2006.
    \23\ Christeena G. Naser, Senior Counsel for Regulatory and 
Trust Affairs, American Banker Association, dated November 2, 2006.
    \24\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006.
    \25\ Loren K. Hanson, Assistant Secretary, Otter Tail 
Corporation, dated October 4, 2006 and Christeena G. Naser, Senior 
Counsel for Regulatory and Trust Affairs, American Banker 
Association, dated November 2, 2006.
    \26\ Christeena G. Naser, Senior Counsel for Regulatory and 
Trust Affairs, American Banker Association, dated November 2, 2006.
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    The Commission is very sensitive to the cost concerns of small 
transfer agents. The EDGARLite program was designed to keep the costs 
to filers low and, while electronic filing may require EDGAR skills and 
computer systems that all transfer agents do not currently have, we 
believe any costs transfer agents may be required to incur are 
reasonable. The amendments to mandate electronic filing are necessary 
to ensure that the information reported by transfer agents is complete, 
accurate, and stored in a single, centralized database and that the 
information is publicly available in an easily searchable format. To 
achieve this goal, electronic submissions must be formatted as XML data 
tags and submitted on EDGAR. Forms submitted as PDF attachments are not 
usable for analytical tools such as data aggregation, statistical 
analysis, and report generation. The Commission designed EDGARLite to 
utilize commercial software because it was the most cost-efficient way 
to allow information reported on a relatively small number of forms to 
be filed on EDGAR as tagged data in XML format. It would not be 
economically feasible for the Commission to develop an EDGAR 
application for transfer agent forms without using commercial software 
or for the Commission to develop more than one electronic filing system 
for transfer agent forms. The Commission considered the costs of the 
commercial software very carefully and chose software that we believed 
would best meet our needs for the EDGARLite functionality, including 
ease of use and data validation, and that we believed would be 
affordable for all filers. There may occasionally be upgrades to the

[[Page 74701]]

software; however, transfer agents would only have to purchase upgraded 
software if the Commission makes changes to the EDGARLite application 
that use the features of the upgraded version of the software. Transfer 
agents who have not filed on EDGAR before will have to train staff to 
file the transfer agent forms on EDGAR; however, the EDGAR Filer Manual 
provides detailed instructions for each step of the filing process. 
Transfer agents will also have the option of applying for a continuing 
hardship exemption under Rule 202 of Regulation S-T to file in paper 
format if they believe the electronic filing requirement would cause 
them undue burden or expense.
    For these reasons, we believe that any additional costs the 
electronic filing requirement may impose on transfer agents are 
necessary and reasonable in order to improve and modernize the 
Commission's filing program for transfer agent forms. Furthermore, we 
believe that the proposal benefits the investing public and transfer 
agents and not just to the Commission. Transfer agents act as the 
agents of issuers of securities and oversee such functions as stock 
transfers and dividend payments. With respect to the comment that the 
public does not need access to the information on the forms, we note 
that the Commission frequently receives requests for transfer agent 
data from issuers, who may be interested in hiring a transfer agent, 
and from investors, who may be seeking to contact the transfer agent or 
who want assurance that the transfer agent is registered and is current 
in all its filings with the Commission. Additionally, electronic filing 
will substantially improve the Commission's ability to monitor and 
regulate transfer agent activities. This benefit to the Commission will 
benefit the investing public as a whole because it will help to ensure 
that transfer agents are registered and are operating in conformance 
with the requirements under Section 17A of the Act.
    For these reasons, we are adopting the amendments to Rules 17Ac2-1, 
17Ac2-2, and 17Ac3-1 to require electronic filing substantially as 
proposed.

B. Amendments to Regulation S-T

    The Commission proposed to amend Regulation S-T to mandate the 
submission of the transfer agent forms in electronic format and to 
exclude the transfer agent forms from the applicability of Rule 104, 
and Rule 201. The Commission did not receive any comments on the 
proposed amendments to Regulation S-T and we are adopting them as 
proposed.
1. Rule 101(a), Mandated Electronic Submissions
    Rule 101(a) of Regulation S-T lists the filings that must be 
submitted to the Commission in electronic format.\27\ The Commission is 
amending Rule 101(a) to mandate that Form TA-1, Form TA-2, and Form TA-
W be submitted to the Commission in electronic format.
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    \27\ 17 CFR 232.101(a).
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2. Rule 104, Unofficial PDF Copies Included in an Electronic Submission
    Rule 104 of Regulation S-T provides that an electronic submission 
may include one unofficial portable document format (``PDF'') copy of 
each electronic document contained within a submission, tagged in the 
format required by the EDGAR Filer Manual.\28\ The purpose of this rule 
is to allow filers to provide a copy of their submission in a format 
that creates a structured, easy to read document for public 
dissemination.
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    \28\ 17 CFR 232.104(a).
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    The electronic transfer agent forms are easy to read in the format 
in which they are submitted, and it will be unnecessary to have a PDF 
version of the forms submitted. Additionally, we do not believe 
transfer agents will find any need to submit an unofficial copy of 
their filings in PDF format. Therefore, the Commission is amending Rule 
104(a) to prohibit filers from including an unofficial PDF copy of Form 
TA-1, Form TA-2, or Form TA-3 in an electronic submission.
3. Rule 201, Temporary Hardship Exemption
    Rule 201 of Regulation S-T provides procedures for a temporary 
exemption from mandated electronic filing when, due to unanticipated 
technical difficulties, an electronic filer cannot submit its filing in 
electronic format by the filing date.\29\ The filer may submit the 
filing in paper format no later than one business day after the filing 
was to be made with the Commission, and the filer must submit an 
electronic format copy of the form within six business days of filing 
the paper format document. Form TA-1 and Form TA-W do not have 
specified filing dates, and Form TA-2 may be filed any time between 
January 1 and March 31.\30\ As a result, the Commission does not 
believe that there would be many cases where transfer agents would need 
the temporary hardship exemption.
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    \29\ 17 CFR 232.201.
    \30\ 17 CFR 240.17Ac2-2(a).
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    If it is necessary that a transfer agent form be filed with the 
Commission on a date certain, there are two means by which the 
Commission typically would adjust the effective or filing date of a 
transfer agent form. First, the Commission has the authority under 
Section 17A(c) of the Act to accelerate, delay, or postpone the 
effective date of Form TA-1 and Form TA-W.\31\ Second, Rule 13(b) of 
Regulation S-T provides that the Commission may adjust the filing date 
of an electronic filing, which would include Form TA-1, Form TA-2, or 
Form TA-W, if the filer in good faith attempts to file with the 
Commission in a timely manner but the filing is delayed due to 
technical difficulties beyond the filer's control.\32\ Accordingly, the 
Commission is amending Rule 201(a) to exclude the transfer agent forms 
from the applicability of Rule 201.
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    \31\ 15 U.S.C. 78q-1(c)(2), (c)(4)(A) and (B), and 17 CFR 
240.17Ac2-1(a) and 240.17Ac3-1(b).
    \32\ 17 CFR 232.13(b). The filer must request an adjustment of 
the filing date, and the Commission or its staff, pursuant to 
delegated authority, may grant the request if it appears that such 
adjustment is appropriate and consistent with the public interest 
and the protection of investors.
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C. Miscellaneous Amendments

    The Commission proposed miscellaneous amendments to Rules 17Ac2-1, 
17A2-2, and 17Ac3-1 to remove outdated information. We did not receive 
any comments on the proposed amendments and are adopting them as 
proposed.
1. Revision to Rule 17Ac2-1
    The amendments will integrate the SEC Supplement to Form TA-1 into 
the body of the form as Questions 8 through 10. As a result, there will 
no longer be a separate SEC Supplement. Consequently, the Commission is 
deleting the reference in Rule 17Ac2-1 to the SEC Supplement.
2. Deletion of Paragraph (c) in Rule 17Ac2-2
    Paragraph (c) was added to Rule 17Ac2-2 as an amendment in June 
2000.\33\ The amendment changed the end of the annual reporting period 
for transfer agents from June 30 to December 31 of the calendar year. 
Paragraph (c) was added to Rule 17Ac2-2 to provide that transfer agents 
would not be required to file the annual report for the period ending 
June 30, 2000. Because this provision is no longer necessary, the 
Commission is removing it from the rule.
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    \33\ Securities Exchange Act Release No. 42892 (June 2, 2000), 
65 FR 36602 (June 9, 2000).
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3. Reference to 17A(c)(3)(C) in Rule 17Ac3-1
    Rule 17Ac3-1 implements the section of the Act that permits a 
transfer agent to withdraw from registration. The rule

[[Page 74702]]

currently cites that section as 17A(c)(3)(C) of the Act; however, when 
the Act was amended in 1987, section 17A(c)(3)(C) was redesignated as 
17A(c)(4).\34\ The Commission is amending Rule 17Ac3-1 to reflect the 
change.
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    \34\ Pub. L. 100-181 (S 1452), Sec.  322(3), 101 Stat 1249, 
December 4, 1987.
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D. Amendments to Form TA-1, Form TA-2, and Form TA-W

    The Commission proposed a number of amendments to the forms and 
instructions to reflect the requirement that they be submitted to EDGAR 
in electronic format and to amend outdated requests for information. We 
received two comment letters requesting that we make a minor changes or 
clarifications to Form TA-2.\35\ Both commenters requested a change to 
Questions 8(c) and 9(a) in Form TA-2 to allow a ``Not Applicable'' 
response. Questions 8(c) and 9(a) currently allow only a ``Yes'' or 
``No'' response and the commenter stated that there are some cases 
where a ``Not Applicable'' response is appropriate. After reviewing 
Questions 8(c) and 9(a), we have determined that the change is 
appropriate and will have it made to the form.\36\ One commenter also 
asked two interpretative questions with respect to Questions 4(a) and 
10(a) of Form TA-2.\37\ That commenter asked if Question 4(a), which 
requests the number of items received for transfer during the reported 
period, should include transfers of ownership (e.g., a transfer from an 
individual to a trust) involving open-end fund shares. After reviewing 
the comment we have determined that such transfers of ownership should 
be disclosed in Question 4(a). The commenter also asked if Question 
10(a), which requests the number of open-end investment company 
transactions processed, should include ownership changes (e.g., 
individual to trust). After reviewing the comment we have determined 
that such ownership changes should be disclosed in Question 10(a) as 
transactions processed.
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    \35\ Diane M. Butler, Director of Transfer Agency & 
International Operations, Investment Company Institute, dated 
October 26, 2006; and Christeena G. Naser, Senior Counsel for 
Regulatory and Trust Affairs, American Banker Association, dated 
November 2, 2006.
    \36\ The changes to Questions 8(c) and 9(a) of Form TA-2 will be 
made in the EDGAR Release scheduled for February 2007.
    \37\ Diane M. Butler, Director of Transfer Agency & 
International Operations, Investment Company Institute, dated 
October 26, 2006.
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    We are adopting the amendments to the forms and instructions 
substantially as proposed. Listed below is a summary of the amendments.
1. Amendments to All Forms and Instructions
    The Commission is making the following amendments to Forms TA-1, 
TA-2, and TA-W:
    i. Amend the instructions to require the forms to be filed 
electronically in EDGAR.
    ii. Replace current instructions regarding how and where to file 
the forms with instructions for filing through EDGAR.
    iii. Amend Question 1 to require information about the filer that 
is required for EDGAR filing.\38\
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    \38\ 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.\39\
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    \39\ 17 CFR 232.302. Rule 302 provides that a signature to any 
electronic submission must be provided in typed rather than manual 
format. Each signatory is required to manually sign a signature page 
or other document authenticating, acknowledging, or otherwise 
adopting his or her signature that appears in typed form within the 
electronic filing before or at the time the electronic filing is 
made. Such document must be retained by the filer for a period of 
five years and must be furnished to the Commission or its staff upon 
request.
---------------------------------------------------------------------------

    The amendments to the forms and instructions will also include 
nonsubstantive format changes that are related to electronic filing 
using the EDGARLite templates. Such format changes include drop down 
data blocks that allow the filer to insert additional information to a 
question (instead of using attached sheets, schedules, or supplements), 
data fields that are designated as required fields, radio buttons that 
limit the filer to specific answers to a question, and hidden data 
fields for questions that are not applicable to the filer.\40\ Filers 
that submit the information reported on the forms without using 
EDGARLite will not be affected by these amendments.
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    \40\ Filers can view the blank form in its entirety by checking 
the box at the top of the form that expands the form to show all 
fields. Filers can also print the blank form using this mechanism.
---------------------------------------------------------------------------

2. Amendments to Form TA-1 and Instructions
    i. The instructions are amended to require a registered transfer 
agent to file an amended Form TA-1 in electronic format before it can 
file a Form TA-2 or Form TA-W in electronic format.
    ii. A feature is added to allow the transfer agent to designate a 
filing as an amended filing. The instructions are amended to reflect 
this feature.
    iii. Question 2, ``Filing Status,'' is deleted because the question 
is moved to the top section of the form.
    iv. Question 6, ``Service Companies Engaged by the Filer,'' is 
amended to request the file number of the service company. The purpose 
of this amendment is to enable the Commission or other interested 
parties to confirm the identity of the service company engaged by the 
filer.
    v. Question 7, ``Filer Engaged as a Service Company by a Named 
Transfer Agent,'' is amended to request the file number of the named 
transfer agent. The purpose of this amendment is to enable the 
Commission or other interested parties to confirm the identity of the 
named transfer agent.
    vi. Form TA-1 Supplement, ``Control Person Information'' for 
Corporations (Schedule A), Partnerships (Schedule B), and Other 
Entities (Schedule C), is integrated into the form as Questions 8 
through 10.
    vii. Form TA-1 Supplement, ``Control Person Information,'' is 
amended to delete Schedule D because Schedule D is a blank sheet that 
provides additional space for responses and is not necessary in the 
electronic form.
    viii. Form TA-1 Supplement, ``Control Person Information'' for 
Corporations (Schedule A), Partnerships (Schedule B), and Other 
Entities (Schedule C) currently requests the social security number of 
control persons. We are amending this question to delete the request 
for the social security number because of privacy concerns in light of 
the fact that the forms will be available for public dissemination 
through EDGAR.
    ix. Form TA-1 Supplement, ``Control Person Information'' for 
Corporations (Schedule A), Partnerships (Schedule B), and Other 
Entities (Schedule C), is amended to delete the ADD, AMEND, and DELETE 
Columns. Transfer agents will instead provide the beginning date of the 
relationship with the control person and the ending date of the 
relationship.
    x. Instruction II, Special Instructions for Filing and Amending 
Form TA-1, currently provides that the Financial Industry Number 
Standard (``FINS'') number assigned by The Depository Trust Company 
(``DTC'') may be obtained free of charge by submitting a request to 
DTC's New York city mailing address. We are amending this instruction 
to reflect that the FINS number is now provided through DTC's

[[Page 74703]]

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

    xi. Instruction II.A.4, the instruction regarding marking items as 
deleted is removed because the DELETE Column in the TA-1 Supplement has 
been removed.
    xii. Instruction II.B, Amending Registration, is revised to provide 
instructions on filing an amended Form TA-1 in EDGAR. All required 
items on the electronic form, not just those fields being amended, must 
be completed.
    xiii. Instruction III, SEC Supplement, Amending the Supplement, is 
deleted because the supplement has been integrated with the rest of the 
form.
3. Amendments to Form TA-2 and Instructions
    i. Question 4, ``Number of Items Received for Transfer During the 
Reporting Period,'' is amended to add a paragraph (b) to request the 
number of individual securityholder accounts for which the transfer 
agent maintained master securityholder accounts. The purpose of this 
amendment is to provide information as to whether Questions 6-10 are 
required to be answered under Instruction II.B of Form TA-2. A 
corresponding change is being made to Instruction II.B.
    ii. The response ``Not Applicable'' will be added to Questions 8(c) 
and 9(a) because, in response to requests from commenters, the 
Commission has determined that for some transfer agents a ``Yes'' or 
``No'' response is not appropriate.
    iii. A feature is added to allow the transfer agent to designate a 
filing as an amended filing. The instructions are amended to reflect 
this feature. All required items on the electronic form, not just those 
answers that are being amended, must be completed.
    4. Amendments to Form TA-W and Instructions
    i. Question 7. The reference to ``out of proof conditions'' is 
deleted because the Commission no longer uses the term.
    ii. Questions 9 and 10. The reference to Schedule B on Form TA-1 is 
deleted because Form TA-1 was previously amended and Schedule B no 
longer requires the referenced information.\41\ Accordingly, the phrase 
``each issue shown on Schedule B of registrants Form TA-1, as 
amended,'' is deleted and replaced with the phrase ``each issue for 
which registrant acted as transfer agent.''
---------------------------------------------------------------------------

    \41\ 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)'' is 
revised to ``Section 17A(c)(4)(B).''
5. Amendment to Form ID
    The Commission proposed to amend Form ID, Uniform Application for 
Access Codes to File on EDGAR, to add ``transfer agent'' to the check-
the-box list of applicant types (the form currently has boxes for 
``filer,'' ``filing agent,'' ``trainer,'' or ``individual'').\42\ The 
purpose of this change is to allow the Commission to identify a new 
filer as a transfer agent for purposes of utilizing the special 
instructions in EDGARLite for the TA forms (for example, a TA-2 will be 
blocked if the transfer agent hasn't previously filed an electronic 
Form TA-1 or amended Form TA-1).\43\
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    \42\ 17 CFR 239.63, 249.446, 269.7, and 274.402.
    \43\ 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 did not receive any comments to the proposed 
amendments to Form ID and is adopting them as proposed.

IV. Paperwork Reduction Act

    Certain provisions of the amendments to the rules and forms contain 
``collection of information requirements'' within the meaning of the 
Paperwork Reduction Act of 1995.\44\ We published a notice requesting 
comment on the collection of information requirements in the proposing 
release and submitted these requirements to the Office of Management 
and Budget (``OMB'') for review.\45\ These requests are pending before 
the OMB. When we receive OMB clearance, we will publish notice in the 
Federal Register. We did not receive any comments on the Paperwork 
Reduction Act analysis contained in the proposing release.
---------------------------------------------------------------------------

    \44\ U.S.C. 3501 et seq.
    \45\ Publication and submission were in accordance with 44 
U.S.C. 3507(d) and 5 CFR 1320.1.
---------------------------------------------------------------------------

    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid control number. The amendments would require Form TA-1, 
Form TA-2, and Form TA-W, which are currently filed with the Commission 
in paper form, to be filed electronically on EDGAR. The Commission 
collects this information pursuant to its authority under Section 17A 
of the Act and uses the information collected on the forms in 
determining whether to allow a transfer agent to register or to 
withdraw from registration and also uses the information in monitoring 
the annual activities of transfer agents. The information filed on the 
Form TA-1, Form TA-2, and Form TA-W is publicly available and is used 
by the public to locate, research, and confirm the registration of 
transfer agents.
    The respondents to the collection of information are the registered 
transfer agents that file Form TA-1, Form TA-2, and Form TA-W with the 
Commission. Only transfer agents for whom the Commission is the ARA 
file Form TA-1 and Form TA-W with the Commission; however, all 
registered transfer agents, whether they are registered with the 
Commission or another ARA, must file the annual Form TA-2 with the 
Commission. Compliance with the proposed amendments would be mandatory. 
The information required by the proposed amendments would not be kept 
confidential by the Commission. The Commission's regulations that 
implement Section 17A of the Act are at 17 CFR 200.80 et seq.
    The amendments modify an existing collection of information by 
changing the format of a required filing from paper to electronic 
format and modify the text of the forms and the instructions to the 
forms to conform to the electronic filing requirement.
    The Commission does not estimate that the hour burdens for Form TA-
1, Form TA-2, and Form TA-W will change as a result of the proposed 
amendments because completing an electronic form template and 
submitting it electronically on EDGAR should not take longer than 
completing a paper form and mailing the original and two copies to the 
Commission. The Commission believes, however, that the estimated hour 
burdens of Form TA-1 and for Form TA-2 should be increased for the 
first year to reflect the initial burden associated with filing 
electronically on EDGAR and the initial burden associated with the 
proposed requirement for each transfer agent registered with the 
Commission to refile the information on its Form TA-1 electronically as 
an amended Form TA-1. We estimate that the one time burden associated 
with electronic filing of transfer agent forms is two hours. This 
increased burden would be incurred with respect to the first transfer 
agent form the transfer agent files with the Commission electronically. 
For transfer agents registered with the Commission, this would be Form 
TA-1, because the proposal would require transfer agents registered 
with the Commission to file an electronic amended Form TA-1 before they 
could file any other transfer agent forms electronically. For all other 
transfer agents, this would be Form TA-2 because that is the only form 
those transfer agents file with the Commission.
    There are 519 transfer agents registered with the Commission. 
Accordingly, the increase in collection of information burden 
associated with filing electronically for Form TA-1

[[Page 74704]]

would be 1038 hours. There are 266 transfer agents registered with an 
ARA other than the Commission. Accordingly, the collection of 
information burden associated with filing electronically for Form TA-2 
is 532 hours.
    Additionally, we believe that the estimated hour burden for Form 
TA-1 will increase for the first year of electronic filing because the 
amendments require that transfer agents registered with the Commission 
refile the information on Form TA-1 electronically in EDGAR as an 
amended Form TA-1. The requirement to file an amended Form TA-1 would 
apply to the 519 transfer agents for which the Commission is the ARA 
and would create a one time collection of information burden. We 
estimate that each transfer agent that is required to refile the 
information on Form TA-1 wouls need approximately two hours to do so, 
for an increase to the total burden for the first year of 1,038 hours.
    In sum, we estimate that the amendments will increase the 
collection of information hour burden for Form TA-1 by a total of 2,076 
hours and for Form TA-2 of a total of 532 hours for the first 
electronic filing only.\46\ After the first electronic filing, the 
estimated burden will return to its current level.
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    \46\ 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.
---------------------------------------------------------------------------

V. Costs and Benefits of the Proposed Rulemaking

    The Commission is sensitive to the costs and benefits of our rule 
implementing an electronic filing system for transfer agent forms. We 
believe that the amendments will benefit transfer agents and investors 
by improving the efficiency and quality of the information filed with 
the Commission, which is available to the public. We also believe that 
the amendments will result in certain costs to most transfer agents 
because they may need to purchase computer software and possibly 
hardware and will need to train personnel to create forms in the 
EDGARLiteTM application and to file the forms on EDGAR. The 
Commission received three comment letters which discuss the costs and 
benefits of the proposal.\47\ These commenters believed the benefits of 
the proposal are mainly to the Commission and that the costs of the 
proposal to small transfer agents are too high. One commenter also 
stated that the information on the forms does not need to be 
disseminated on EDGAR because the public does not have use for the 
information reported on the forms.\48\
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    \47\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006; Loren K. Hanson, Director, Investor Relations, Otter Tail 
Corporation, dated August 31, 2006; and Loren K. Hanson, Assistant 
Secretary, Otter Tail Corporation, dated October 4, 2006.
    \48\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006.
---------------------------------------------------------------------------

A. Benefits

    An electronic filing system will improve the efficiency of the 
filing process for transfer agents and would also improve the public 
dissemination of the information on the forms. The electronic filing 
system will eliminate the burdens associated with the paper forms and 
the possibility of the forms being lost or misdirected. By performing 
data validation checks, the EDGARLite application will help to ensure 
that transfer agents fill the forms out completely and in the 
appropriate format. It will also provide transfer agents with e-mail 
notification that a form has been accepted or suspended by the 
Commission.
    The rule will benefit the public because it will make the 
information on transfer agent forms, which is publicly available 
information, more easily accessible and available in a more timely 
manner in EDGAR than it currently is through the Commission's public 
reference room. The new system would also improve the Commission's 
ability to maintain, review, and analyze transfer agent forms by 
collecting and storing all of the information on the forms in a single, 
centralized database. The database will be updated immediately upon the 
receipt of new filings and will help the Commission identify delinquent 
filers. It will also allow for analytic tools such as data aggregation, 
statistical analysis, and report generation. Additionally, the 
information will be disseminated as submitted by filers so there will 
be no risk of transcription error as there is with information that is 
submitted in hardcopy and manually entered into the database.
    The Commission received one comment letter that discusses the 
benefits of the proposal. The commenter stated that it believes the 
proposal will not be beneficial to any entity other than the 
Commission.\49\ First, the commenter stated that much of the investing 
public does not have an interest in transfer agent data and that the 
few people who would like the data can request it directly from the 
transfer agents themselves. Second, the commenter stated that 
electronic filing will cause a lot of expense and labor for the 
transfer agents but will only benefit the Commission. The commenter 
recommended that electronic filing should therefore be optional and not 
mandatory.
---------------------------------------------------------------------------

    \49\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006.
---------------------------------------------------------------------------

    While we appreciate the commenter's concerns, we believe that the 
proposal does benefit the investing public and transfer agents. 
Transfer agents act as the agents of issuers of securities and oversee 
such functions as stock transfers and dividend payments. We frequently 
receive requests for transfer agent data from issuers, who may be 
interested in hiring a transfer agent, and from investors, who may be 
seeking to contact the transfer agent or who want assurance that the 
transfer agent is registered and is current in all its filings with the 
Commission. Additionally, although electronic filing will substantially 
improve the Commission's ability to monitor and regulate transfer agent 
activities, this benefit to the Commission will benefit the investing 
public as a whole because it will help to ensure that they are 
registered and are operating in conformance with the requirements under 
Section 17A of the Act.

B. Costs

    Transfer agents will incur initial and ongoing costs with respect 
to the electronic filing system. The Commission believes that most of 
the cost burden will be in terms of initial costs and will be in terms 
of using the electronic filing system. The Commission does not believe 
that transfer agents will incur additional costs in the first year as a 
result of completing the forms in electronic format versus in paper 
format because, other than amendments to Question 4 of Form TA-2 to 
request the number of individual securityholder accounts and to 
Questions 6 and 7 of Form TA-1 to request the file number of service 
companies and named transfer agents, the substance of the transfer 
agent forms is not changing. However, transfer agents that are 
registered with the Commission will incur additional costs with respect 
to completing the forms because they will be required to prepare and 
file an electronic amendment to their original registration on Form TA-
1 and submit it to EDGAR for the first year of electronic filing before 
they can submit their annual report on Form TA-2.
    In order to file electronic transfer agent forms in EDGAR, transfer 
agents will need the computer system requirements necessary to access 
EDGAR and will have to train personnel

[[Page 74705]]

to prepare forms using EDGARLite. We believe that most transfer agents 
currently have the necessary computer system requirements as well as 
access to the Internet as part of their current businesses. However, 
the Commission believes that many transfer agents will choose to 
purchase MS 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 staff reviewed the filings submitted by transfer agents to 
the Commission and communicated with several small and mid-size 
transfer agents regarding their computer systems, personnel, and 
familiarity with EDGAR. Many transfer agents are entities or are 
affiliated with entities, such as publicly traded companies or 
investment companies, which submit filings to the Commission 
electronically in EDGAR. These transfer agents have the necessary 
computer system requirements and personnel to file the transfer agent 
forms in EDGAR, but many do not have the MS 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 will 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 believes that the cost 
to transfer agents of the electronic filing could range from only the 
cost of training personnel to create forms in EDGARLite to the cost of 
upgrading systems, purchasing MS 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 will provide instructions for installing MS 
InfoPath\TM\ and for using EDGARLite. Based on this, the Commission 
believes that any training for personnel with respect to electronic 
filing will be two hours for each registered transfer agent. 
Additionally, the Commission believes that transfer agents registered 
with the Commission will require an additional two hours to refile the 
information on Form TA-1 as an amended Form TA-1. The Commission 
believes a cost of $31.50 per hour and that the total labor cost to the 
transfer agent industry for complying with the proposed amendments will 
be $98,910.\50\
---------------------------------------------------------------------------

    \50\ 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 will be 
available on the Commission s public Web site.\51\ The Commission will 
integrate the XML tags with the form template to create a structured 
form that is identical to the form created in EDGARLite for the purpose 
of viewing the form in EDGAR. This filing method would require some 
technical expertise on the part of the filer, however. Transfer agents 
could also hire a third party filer to prepare and submit the forms on 
their behalf using MS 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.
---------------------------------------------------------------------------

    \51\ See note 10.
---------------------------------------------------------------------------

    The Commission believes that transfer agents will incur a small 
amount of ongoing costs with respect to the amendments, such as 
purchasing upgrades to MS InfoPath\TM\ software and maintaining access 
to the Internet. Additionally, transfer agents will have to have 
personnel that are familiar with the EDGAR system to file Form TA-2 
each year and amendments to Form TA-1 whenever the information on the 
form becomes inaccurate, misleading, or incomplete.
    The Commission received four comment letters from three commenters 
that discussed the costs of the proposal.\52\ The commenters stated 
that the proposal requires skills and computer software that they do 
not have and could require additional software upgrades. One commenter 
stated that small in-house transfer agents cannot pass their expenses 
on to investors and that any additional expenses, such as the one in 
the current proposal, could lead them to outsource their functions to 
large, commercial transfer agents.\53\
---------------------------------------------------------------------------

    \52\ Kevin Kopaunik, Fidelity Transfer Company, dated August 31, 
2006; Loren K. Hanson, Director, Investor Relations, Otter Tail 
Corporation, dated August 31, 2006; Loren K. Hanson, Assistant 
Secretary, Otter Tail Corporation, dated October 4, 2006; and 
Christeena G. Naser, Senior Counsel for Regulatory and Trust 
Affairs, American Banker Association, dated November 2, 2006.
    \53\ Loren K. Hanson, Assistant Secretary, Otter Tail 
Corporation, dated October 4, 2006.
---------------------------------------------------------------------------

    The Commission is aware that the proposal will impose some level of 
cost on many transfer agents and that those transfer agents that are 
small entities may be more affected than other transfer agents. 
Therefore, we are allowing transfer agents to apply for a hardship 
exemption under Rule 202 of Regulation S-T. This would allow them to 
continue to file the forms in paper format. The Commission will review 
each application on a case by case basis and in its discretion may 
grant an exemption if it determines that electronic filing is unduly 
burdensome and that granting the exemption is appropriate and 
consistent with the public interest and protection of investors.

VI. Consideration of the Burden on Competition, Promotion of 
Efficiency, and Capital Formation

    Section 3(f) of the Act \54\ requires the Commission, whenever it 
engages in rulemaking and is required to consider or to determine 
whether an action is necessary or appropriate in the pubic interest, to 
consider whether the action will promote efficiency, competition, and 
capital formation. In addition, Section 23(a)(2) of the Act \55\ 
requires the Commission, when promulgating rules under the Act, to 
consider the impact any such rules would have on competition. Section 
23(a)(2) further provides that the Commission may not adopt a rule that 
would impose a burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78c(f).
    \55\ 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: (1) 
Countersigning such securities upon issuance; (2) monitoring the 
issuance of such securities with a view to preventing unauthorized 
issuance, a function commonly performed by a person called a registrar; 
(3) registering the transfer of such securities; (4) exchanging or 
converting such

[[Page 74706]]

securities; and (5) transferring record ownership of securities by 
bookkeeping entry without physical issuance of securities 
certificates.\56\ Transfer agents are regulated by the Commission 
pursuant to Section 17A of the Act. All transfer agents file an annual 
report with the Commission on Form TA-2. Non-bank transfer agents file 
registrations on Form TA-1 and withdrawals from registration on Form 
TA-W with the Commission. These forms are currently filed with the 
Commission in paper format.
---------------------------------------------------------------------------

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

    The amendments to Regulation S-T, Rules 17Ac2-1, 17Ac2-2, and 
17Ac3-1 and to Forms TA-1, TA-2, and TA-W and the instructions to the 
forms will require that transfer agent forms be filed electronically 
using the Commission's EDGAR system. The Commission has designed a new 
application in EDGAR, EDGARLite, that uses form templates with a 
commercial off-the-shelf software package, MS InfoPath\TM\, to allow 
filers to easily complete electronic forms for submission to the 
Commission. However, filers will not be required to use EDGARLite and 
could submit the information reported on the forms to the Commission in 
ASCII text characters.\57\
---------------------------------------------------------------------------

    \57\ See note 10.
---------------------------------------------------------------------------

    An electronic filing system will eliminate the burdens associated 
with the paper forms and the possibility of the forms being lost or 
misdirected. The EDGARLite application will perform data validation 
checks, which will help to ensure that transfer agents fill the forms 
out completely and in the appropriate format. It will also provide 
transfer agents with e-mail notification that a form has been accepted 
or suspended by the Commission. Accordingly, the implementation of the 
electronic filing system should promote efficiency. The electronic 
filing system should also promote accuracy because the information 
reported on the forms will be submitted in electronic format by 
transfer agents so there will be no risk of transcription error as 
there is with information that is submitted in hardcopy and is manually 
entered into EDGAR or another Commission database. The amendments will 
apply to all transfer agents and the EDGARLite application is intended 
to be a program that is easy to use at a reasonable cost. Most transfer 
agents will be able to comply with an electronic filing requirement 
without difficulty; however, the amendments will allow transfer agents 
to apply for a continuing hardship exemption under Rule 202 of 
Regulation S-T if the electronic filing requirement would cause undue 
burden or cost and the Commission determines that such exemption is 
appropriate and consistent with the public interest and the protection 
of investors. As a result, the amendments are not expected to adversely 
impact a transfer agent's ability to file transfer agent forms and, 
accordingly, likely will not have an adverse impact on competition. The 
amendments are not expected to affect the operations of transfer agents 
and will not materially change the information that is required to be 
reported to the Commission on the forms. The amendments will change the 
filing method of the forms from paper format to electronic format. 
Accordingly, the amendments are not expected to have an impact on 
capital formation.
    We received one comment letter that stated the proposal could have 
an adverse impact on competition because the expense of meeting the 
electronic filing requirement could lead in-house transfer agents, 
which cannot pass regulatory expenses on to issuer clients, to 
outsource their functions to large, commercial transfer agents.\58\ 
While we appreciate the commenter's concerns, we do not believe the 
costs to transfer agents as a result of the proposal will rise to that 
level. Additionally, as noted above, transfer agents may apply for a 
hardship exemption under Rule 202 of Regulation S-T which would allow 
them to continue filing in paper format.
---------------------------------------------------------------------------

    \58\ Loren K. Hanson, Assistant Secretary, Otter Tail 
Corporation, dated October 4, 2006.
---------------------------------------------------------------------------

VII. Final Regulatory Flexibility Analysis

    The Commission has prepared a Final Regulatory Flexibility Analysis 
(``FRFA'') pursuant to the Regulatory Flexibility Act \59\ regarding 
the amendments to Regulation S-T, Rules 17Ac2-1, 17Ac2-2, and 17Ac3-1 
and to Form TA-1, Form TA-2, and Form TA-W and the instructions to the 
forms.
---------------------------------------------------------------------------

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

A. Need for the Amendments

    The Commission receives over a thousand transfer agent forms year. 
An electronic filing system will eliminate the burdens associated with 
paper forms and streamline the filing process. It will help to ensure 
that transfer agents fill the forms out completely and in the 
appropriate format. It will also provide transfer agents with email 
notification that a form has been accepted or suspended by the 
Commission.

B. Significant Issues Raised by Public Comment

    The Initial Regulatory Flexibility Act Analysis (``IRFA'') appeared 
in the proposing release. We requested comment on any aspect of the 
IRFA and we received two comment letters from persons who object to the 
amendments because the expense of meeting an electronic filing 
requirement competitively disadvantages small transfer agents.\60\ 
These commenters also stated that although they find electronic filing 
on EDGAR to be burdensome, a PDF attachment or an internet based form 
that does not require special software would be feasible. One commenter 
also expressed concerns about necessary software upgrades and any 
associated costs.\61\
---------------------------------------------------------------------------

    \60\ Loren K. Hanson, Assistant Secretary, Otter Tail 
Corporation, dated October 4, 2006 and Christeena G. Naser, Senior 
Counsel for Regulatory and Trust Affairs, American Banker 
Association, dated November 2, 2006.
    \61\ Christeena G. Naser, Senior Counsel for Regulatory and 
Trust Affairs, American Banker Association, dated November 2, 2006.
---------------------------------------------------------------------------

    The Commission is very sensitive to the cost concerns of small 
transfer agents. The EDGARLite program was designed to keep the costs 
to filers low and, while electronic filing may require EDGAR skills and 
computer systems that all transfer agents do not currently have, we 
believe any costs transfer agents may be required to incur are 
reasonable. The amendments to mandate electronic filing are necessary 
to ensure that the information reported by transfer agents is complete, 
accurate, and stored in a single, centralized database and that the 
information is publicly available in an easily searchable format. To 
achieve this goal, electronic submissions must be formatted as XML data 
tags and submitted on EDGAR. Forms submitted as PDF attachments are not 
usable for analytical tools such as data aggregation, statistical 
analysis, and report generation. The Commission designed EDGARLite to 
utilize commercial software because it was the most cost-efficient way 
to allow information reported on a relatively small number of forms to 
be filed on EDGAR as tagged data in XML format. It would not be 
economically feasible for the Commission to develop an EDGAR 
application for transfer agent forms without using commercial software 
or for the Commission to develop more than one electronic filing system 
for transfer agent forms. The Commission considered the costs of the 
commercial software very carefully and chose software that we believed 
would best meet our needs for the EDGARLite

[[Page 74707]]

functionality, including ease of use and data validation, and that we 
believed would be affordable for all filers. There may occasionally be 
upgrades to the software; however, transfer agents would only have to 
purchase upgraded software if the Commission makes changes to the 
EDGARLite application that use the features of the upgraded version of 
the software. Transfer agents who have not filed on EDGAR before will 
have to train staff to file the transfer agent forms on EDGAR; however, 
the EDGAR Filer Manual provides detailed instructions for each step of 
the filing process. Transfer agents will also have the option of 
applying for a continuing hardship exemption under Rule 202 of 
Regulation S-T to file in paper format if they believe the electronic 
filing requirement would cause them undue burden or expense.
    For these reasons, we believe that any additional costs the 
electronic filing requirement may impose on transfer agents are 
necessary and reasonable in order to improve and modernize the 
Commission's filing program for transfer agent forms.

C. Small Entities Subject to the Amendments

    The FRFA also discusses the effect of the proposal on transfer 
agents that are small entities under Rule 0-10(h) under the Act.\62\ 
Rule 0-10(h) defines the term ``small business'' or ``small 
organization'' to include any transfer agent that: (1) Received less 
than 500 items for transfer and less than 500 items for processing 
during the preceding six months (or in the time that it has been in 
business, if shorter); (2) transferred items only of issuers that would 
be deemed ``small businesses'' or ``small organizations'' as defined in 
this section; (3) maintained master shareholder files that in the 
aggregate contained less than 1,000 shareholder accounts or was the 
named transfer agent for less than 1,000 shareholder accounts at all 
times during the preceding fiscal year (or the time that it has been in 
business, if shorter); and (4) is not affiliated with any person, other 
than a natural person, that is not a small business or small 
organization under Rule 0-10.
---------------------------------------------------------------------------

    \62\ 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.

D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements

    The amendments require that all transfer agents apply for access to 
the EDGAR system and file all transfer agent forms that they file with 
the Commission electronically on EDGAR. The amendments also amend Form 
ID, Uniform Application for Access Codes to File on EDGAR, to add 
``transfer agent'' to the check-the-box list of applicant types (the 
form currently has boxes for ``filer,'' ``filing agent,'' ``trainer,'' 
or ``individual''). Transfer agents are expected, but not required, to 
complete the electronic forms by using the EDGARLite application. All 
transfer agents filing electronically will need a computer system that 
meets the EDGAR software and hardware requirements. Additionally, all 
transfer agents that have previously filed a Form TA-1 with the 
Commission will have to file an amended Form TA-1 electronically, of 
which approximately 170 are small entities within the definition in 
Rule 0-10. The FRFA states that the incremental burden on all ``small 
entities'' is approximately 960 hours and $30,240 for all entities. The 
FRFA also states that the proposed amendments will not impose any other 
reporting, recordkeeping, or compliance requirements, and that the 
Commission believes that there are no rules that duplicate, overlap, or 
conflict with the proposed amendments.

E. Agency Action To Minimize Effect on Small Entities

    The FRFA discusses the alternatives considered by the Commission in 
connection with the proposed amendments to Regulation S-T, Rules 17Ac2-
1, 17Ac2-2, and 17Ac3-1 and to Forms TA-1, TA-2, and TA-W and the 
instructions to the forms. The purpose of electronic filing is to have 
all filings required to be filed with the Commission received in a 
timely and efficient manner and for the data filed on the forms to be 
stored in a single, centralized database. Any forms filed on paper 
could be subject to loss, inaccuracies, and delayed reporting, which 
would affect the integrity of the database and affect the Commission's 
ability to perform its oversight role with respect to transfer agents. 
Accordingly, we have determined that it would not be appropriate to 
allow any transfer agents to continue to file the forms in paper form 
unless the Commission were to grant the transfer agent a continuing 
hardship exemption under Rule 202 of Regulation S-T.
    As an alternative to creating the electronic forms in EDGARLite, 
which requires the filer to purchase MS InfoPath TM 
software, transfer agents or a third party can prepare the forms 
outside of EDGARLite by creating an XML tagged version of the filing as 
an ASCII document using technical specifications that will be available 
on the Commission's public Web site.\63\ It should be noted that this 
filing method requires some technical expertise on the part of the 
filer and the Commission does not anticipate that transfer agents or 
third parties will find it worth the cost savings to develop the 
transfer agent forms outside of EDGARLite.
---------------------------------------------------------------------------

    \63\ See note 10.
---------------------------------------------------------------------------

    The Commission also considered whether entities can file the forms 
with the Commission by using public computer services, such as an 
internet cafe or a public library, and therefore avoid the expense of 
any required hardware, software, or internet access. Commission staff 
contacted public computer service providers in 2004 and determined that 
it was unlikely that these facilities would have the necessary MS 
Infopath\TM\ software requirement for using the EDGARLite templates. 
However, transfer agents will be free to use a public facility if the 
facility has the necessary computer system requirements. Additionally, 
filers can prepare their filings by creating an ASCII document as 
described above, which should be possible on many public computer 
service facilities.
    Finally, the Commission can grant a transfer agent a continuing 
hardship exemption from the electronic filing requirement under Rule 
202 of Regulation S-T if the transfer agent demonstrates that the 
electronic filing requirement would cause it undue burden or expense 
and the Commission determines that a grant of the exemption is 
appropriate and consistent with the public interest and the protection 
of investors. A transfer agent that was granted such an exemption would 
continue to file the forms in paper and thus would not be economically 
impacted by the electronic filing requirement.

VIII. Statutory Basis and Text of the Amendments

    We are adopting the amendments to Regulation S-T and Form ID under 
the authority in Section 19(a) \64\ of the Securities Act of 1933, 
Sections 13(a),\65\ 23(a),\66\ and 35A \67\ of the Exchange Act,

[[Page 74708]]

Section 319 \68\ of the Trust Indenture Act of 1939, and Sections 30 
\69\ and 38 \70\ of the Investment Company Act of 1940. We are adopting 
the amendments to Rule 17Ac2-1, Rule 17Ac2-2, and Rule 17Ac3-1, and to 
Forms TA-1, TA-2, and TA-W under the authority in Section 19(a) of the 
Securities Act and Sections 17(a),\71\ 17A(c),\72\ 23(a), and 35A of 
the Act.
---------------------------------------------------------------------------

    \64\ 15 U.S.C. 77s(a).
    \65\ 15 U.S.C. 78m(a).
    \66\ 15 U.S.C. 78w(a).
    \67\ 15 U.S.C. 78ll.
    \68\ 15 U.S.C. 77sss.
    \69\ 15 U.S.C. 80a-29.
    \70\ 15 U.S.C. 80a-37.
    \71\ 15 U.S.C. 78q.
    \72\ 15 U.S.C. 78q-1(c).
---------------------------------------------------------------------------

Text Rule Amendments

List of Subjects in 17 CFR Parts 232, 239, 240, 249, 249b, 269, and 
274

    Reporting and recordkeeping requirements, Securities.


0
In accordance with the foregoing, Title 17, Chapter II of the Code of 
Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
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.
* * * * *

0
2. Amend Sec.  232.101 by:
0
a. Removing the word ``and'' at the end of paragraph (a)(1)(x);
0
b. Removing the period at the end of paragraph (a)(1)(xi) and in its 
place adding ``; and''; and
0
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).
* * * * *

0
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.
* * * * *

0
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

0
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

0
6. The general authority citation for part 240 is revised to read as 
follows.

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise 
noted.
* * * * *

0
7. Amend Sec.  240.17Ac2-1 by:
0
a. Revising paragraph (c);
0
b. Redesignating paragraph (d) as paragraph (e); and
0
c. Adding new paragraph (d).
    The revision and addition reads as follows.


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

* * * * *
    (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.
* * * * *

0
8. Amend Sec.  240.17Ac2-2 by:
0
a. Adding two sentences to the end of the introductory text of 
paragraph (a); and
0
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

[[Page 74709]]

Form TA-1 with the Commission, before it may file an electronic Form 
TA-2 or Form TA-W with the Commission.

0
9. Amend Sec.  240.17Ac3-1 by:
0
a. Removing the authority citations at the end of the section;
0
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)'';
0
c. Removing from paragraph (b) the term ``17A(c)(3)(A)'' and in its 
place adding ``17A(c)(3)'';
0
d. Redesignating paragraph (c) as paragraph (d); and
0
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

0
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

0
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;
* * * * *

0
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

0
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

0
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.
* * * * *

0
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: December 4, 2006.
    By the Commission.
Nancy M. Morris,
Secretary.

    Note: The following Appendices A, B, C, and D will not appear in 
the Code of Federal Regulations.

BILLING CODE 8011-01-P

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BILLING CODE 8011-01-C

UNITED STATES

Securities and Exchange Commission

Washington, DC 20549

Instructions for Use of Form TA-1

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

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

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

    A. Terms and Abbreviations. The following terms and 
abbreviations are used throughout these instructions:
    1. Act refers to the Securities Exchange Act of 1934.
    2. ARA refers to the appropriate regulatory agency, as defined 
in Section 3(a)(34)(B) of the Act. See General Instruction D below.
    3. Form TA-1 is the Form filed as a registration and includes 
the Form and any attachments to that Form.
    4. Registrant refers to the entity on whose behalf Form TA-1 is 
filed.
    5. SEC or Commission refers to the U.S. Securities and Exchange 
Commission.
    6. Transfer agent is defined in Section 3(a)(25) of the Act as 
any person who engages on behalf of an issuer of securities or on 
behalf of itself as an issuer in at least one of the functions 
enumerated therein.
    7. Independent, Non-Issuer Transfer Agent refers to an entity 
which acts as a transfer agent for other than its own securities or 
securities of an affiliate.
    8. Regulation S-T is the SEC's regulation containing the rules 
related to filing electronic documents in EDGAR. 17 CFR 232 et seq.
    9. EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is 
the computer system for the receipt, acceptance, review, and 
dissemination of documents submitted to the Commission in electronic 
format.
    10. EDGAR Filer Manual is the manual prepared by the SEC setting 
out the technical format requirements for an electronic submission 
to EDGAR.
    11. EDGARLite is an application in EDGAR that registrants may 
use to create the electronic Form TA-1 for submission to EDGAR.
    B. Who Must File. Pursuant to Section 17A(c)(1) of the Act, it 
is unlawful for a transfer agent to perform any transfer agent 
function with respect to any qualifying security unless that 
transfer agent is registered with its ARA. A qualifying security is 
any security registered under Section 12 of the Act. Thus, 
qualifying securities including securities registered on a national 
securities exchange pursuant to Section 12(b) of the Act as well as 
equity securities registered pursuant to Section 12(g)(1) of the Act 
for issuers that have total assets exceeding $3,000,000 and a class 
of equity securities (other than exempted securities) held of record 
by 500 or more persons. In addition, qualifying securities include 
equity securities of registered investment companies and certain 
insurance companies that would be required to be registered under 
Section 12(g) except for the exemptions provided by paragraphs 
(g)(2)(B) and (g)(2)(G), respectively, of Section 12, i.e., when the 
asset and shareholder criteria of Section 12(g)(1)(B) are met.
    C. When to File. Before a transfer agent may perform any 
transfer agent function for a qualifying security, it must apply for 
registration on Form TA-1 with its ARA and its registration must 
become effective. Instructions for amending Form TA-1 appear at 
General Instruction H.

[[Page 74732]]

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

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

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

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

    3. State in Question 3.c. the full address of the registrant's 
principal office where transfer agent activities are, or will be, 
performed; a post office box number is not acceptable. State in 
response to Question 3.d. the registrant's mailing address if 
different from the response to Question 3.c. You may provide a post 
office box number in response to Question 3.d.
    4. For the purpose of answering Question 5, a transfer agent is 
an affiliate of, or affiliated with, a person, if the transfer agent 
directly, or indirectly through one or more intermediaries, 
controls, or is controlled by, or is under common control with, that 
person.
    5. In answering Questions 6 and 7, a ``named transfer agent'' is 
a transfer agent engaged by the issuer to perform transfer agent 
functions for an issue of securities. There may be more than one 
named transfer agent for a given security issue (e.g., principal 
transfer agent, co-transfer agent or outside registrar).
    D. Questions 8 through 10. Only independent, non-issuer 
registrants are required to complete Questions 8 through 10.
    E. Execution of Form TA-1 and Amendments Thereto. A duly 
authorized official or a principal of the registrant must execute 
Form TA-1 and any amendments thereto on behalf of that registrant. 
For a corporate registrant, the term official includes the chairman 
or vice-chairman of the board of directors, the chairman of the 
executive committee, or any officer of the corporation who is 
authorized by the corporation to sign Form TA-1 on its behalf. For a 
non-corporate registrant, duly authorized principal means a 
principal of the registrant who is authorized to sign Form TA-1 on 
its behalf. The official or principal of the registrant shall 
execute Form TA-1 by providing an electronic signature pursuant to 
Rule 301, Signatures, of Regulation S-T, 17 CFR 232.301. The 
official or principal of the registrant must provide his or her full 
name in typed format in the signature box of the form and must 
manually sign a signature page or other document authenticating, 
acknowledging, or otherwise adopting his or her signature that 
appears in typed form within the electronic filing. The signature 
page or other such document shall be signed at or before the time 
the electronic filing is made, shall be retained by the transfer 
agent for a period of five years, and shall be made available to the 
Commission or its staff upon request.
    By executing Form TA-1, the registrant agrees and consents that 
notice of any proceeding under the Act by the SEC involving the 
registrant may be given by sending such notice by registered or 
certified mail to the registrant, ``Attention Officer in Charge of 
Transfer Agent Activities,'' at its principal office for transfer 
agent activities as given in response to Question 3.c. of Form TA-1.

III. Notice

    Under Sections 17, 17A(c) and 23(a) of the Act and the rules and 
regulations thereunder, the SEC is authorized to solicit from 
applicants for registration as a transfer agent and from registered 
transfer agents the information required to be supplied by Form TA-
1. Disclosure to the SEC of the information requested in Form TA-1 
is a prerequisite to the processing of Form TA-1. The information 
will be used for the principal purpose of determining whether the 
SEC should permit an application for registration to become 
effective or should deny, accelerate or postpone registration of an 
applicant. The information supplied herein may also be used for all 
routine uses of the SEC. Information supplied on this Form will be 
included routinely in the public files of the SEC and will be 
available for inspection by any interested person.
BILLING CODE 8011-01-P

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BILLING CODE 8011-01-C

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

FORM TA-W

Instructions for Use of Form TA-W

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

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

I. General Instructions for Filing Form TA-W

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

electronic forms as well as for the technical requirements for 
filing in EDGAR. A Form TA-W which is not completed properly may be 
suspended as not acceptable for filing. Acceptance of this Form, 
however, does not mean that the Commission has found that it has 
been filed

[[Page 74738]]

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

II. Special Instructions for Filing Form TA-W

    A. Electronic Filing. Beginning January 11, 2007, all transfer 
agent forms (Form TA-1, Form TA-2, and Form TA-W) filed with the SEC 
must be filed electronically in EDGAR.
    B. Exemptions from Electronic Filing. The SEC may, in limited 
cases, grant an exemption from electronic filing where the filer can 
show that an electronic filing requirement creates an unreasonable 
burden or expense. Registrants should refer to Rule 202 of 
Regulation S-T, 17 CFR 232.202, and to the SEC's Web site, http://www.sec.gov
, for information on applying for a hardship exemption.

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

III. Notice

    Under Sections 17, 17A(c) and (23)(a) of the Act and the rules 
and regulations thereunder, the Commission is authorized to solicit 
from registered transfer agents the information required to be 
supplied by this Form. Disclosure to the Commission of the 
information requested in Form TA-W is a prerequisite to the 
processing of a notice of withdrawal of registration as a transfer 
agent. The information will be used for the principal purpose of 
enabling the Commission to determine whether it is necessary or 
appropriate in the public interest, for the protection of investors, 
or in furtherance of the purposes of Section 17A of the Act that the 
withdrawal be denied, postponed or subject to specific terms and 
conditions. Information supplied on this Form will be included 
routinely in the public files of the Commission and will be 
available for inspection by any interested person.
BILLING CODE 8011-01-P

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BILLING CODE 8011-01-C

UNITED STATES

Securities and Exchange Commission

Washington, DC 20549

Instructions for Use of Form TA-2

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

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

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

    A. Terms and Abbreviations. The following terms and 
abbreviations are used throughout these instructions:
    1. Act means the Securities Exchange Act of 1934, 15 U.S.C. 78a 
et seq.
    2. Aged record difference, as defined in Rule 17Ad-11(a)(2), 17 
CFR 240.17Ad-11(a)(2), means a record difference that has existed 
for more than 30 calendar days.
    3. ARA, as defined in Section 3(a)(34)(B) of the Act, 15 U.S.C. 
78c(a)(34)(B), means the appropriate regulatory agency.
    4. Direct Registration System or DRS means the system, as 
administered by The Depository Trust Company, that allows investors 
to hold their securities in electronic book-entry form directly on 
the books of the issuer or its transfer agent.

[[Page 74745]]

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

II. Special Instructions for Filing Form TA-2

    A. Electronic Filing. Beginning January 11, 2007, all transfer 
agent forms (Form TA-1, Form TA-2, and Form TA-W) filed with the SEC 
must be filed electronically on EDGAR. Transfer agents that are 
registered with the SEC must refile electronically the information 
on their Form TA-1, as amended, with the SEC on an amended Form TA-
1. The SEC will not accept a Form TA-2 from transfer agents that are 
registered with the SEC until such transfer agents have filed an 
electronic amended Form TA-1.
    B. Exemptions from Electronic Filing. The SEC may in limited 
cases grant an exemption from electronic filing where the filer can 
show that an electronic filing requirement creates an unreasonable 
burden or expense. Transfer agents should refer to Rule 202 of 
Regulation S-T, 17 CFR 232.202, and to the SEC's Web site for 
information on applying for a hardship exemption.
    C. Report of Transfer Agent Activities. Transfer agents must 
provide full and complete responses in the appropriate format.
    1. Information relating to electronic filing. As an EDGAR filer, 
the transfer agent is required to provide the following:
    a. Whether the form is a ``live'' or ``test'' filing submission;
    b. Whether the transfer agent would like a Return Copy of the 
filing;
    c. The transfer agent's CIK;
    d. The transfer agent's CCC;
    e. The contact e-mail address for the transfer agent; and
    f. The notification e-mail address(es) for the transfer agent 
regarding the status of the submission.
    For more information regarding the above requirements see the 
EDGAR Filer Manual, Volume I (General Requirements). A transfer 
agent that is granted a continuing hardship exemption pursuant to 
Rule 202 of Regulation S-T, 17 CFR 232.202, need only provide its 
CIK.
    2. Indicate the calendar year for which Form TA-2 is filed. A 
transfer agent registered on December 31 shall file Form TA-2 by the 
following March 31 even if the

[[Page 74746]]

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

BILLING CODE 8011-01-P
