[Federal Register: December 12, 2006 (Volume 71, Number 238)]
[Rules and Regulations]
[Page 74697-74746]
[DOCID:fr12de06-18]

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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

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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<PHONE_NUMBER>.

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

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

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

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

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

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

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

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

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

    \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

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

    \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

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

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

    \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

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

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

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,

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

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.

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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.

    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.
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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

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.
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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.

    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

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