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FORM TA-1: OMB Approval UNITED STATES SECURITIES AND (Office of Information Technologies / Network Engineerig)

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OMB Approval
OMB Number: 3235-0084
Expires: November 30, 2021
Estimated average burden
hours per response....1.5
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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
Form TA-1 is to be used to register or amend registration as a transfer agent
with the Comptroller of the Currency, the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation or the Securities
GENERAL:
and Exchange Commission pursuant to Section 17A of the Securities
Exchange Act of 1934.
Read all instructions before completing this form. Please print or type all
responses.
!Check to show blank form for printing
1(a).Filer CIK: 1(b).Filer CCC:
1(e)(i). File Number: 084-
1(f)(i). Contact Name: 1(f)(ii). Contact Phone
Number:
1(f)(iii). Contact E-mail
Address:
1(g). Notification E-mail Address:
____,
._
_[
__
_
_.].
1(c). Live/Test
Filing?
"
Live
"
Test
1(d). Return Copy
#
Yes
1(e). Is this filing an amendment to a
previous filing?
#
Yes
Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1528 (12-06)
" "
2. Appropriate regulatory agency (check one):
$
Securities and Exchange Commission
"
Board of Governors of the Federal Reserve System
"
Federal Deposit Insurance Corporation
"
Comptroller of the Currency
"
Office of Thrift Supervision
3(a). Full Name of Registrant:
3(a)(i). Previous name, if being amended:
3(b). Financial Industry
Number Standard (FINS)
number:
3(c). Address of principal office where transfer agent activities are, or will be,
performed:
3(c)(i). Address 1
3(c)(ii). Address 2
3(c)(iii). City
3(c)(iv). State or Country
3(c)(v). Postal Code
3(d). Is mailing address different from response to Question
3(c)?
If "yes," provide address(es):
Yes No
3(d)(v).Postal Code
3(e). Telephone Number
(Include Area Code)
4. Does registrant conduct, or will it conduct, transfer agent
activities at any location other than that given in Question
3(c) above?
If "yes," provide address(es):
Yes No
• •
•
•
3(d)(iv).State or Country
4(a)(i). Address #1
4(a)(ii). Address #2
4(a)(iii). City
4(a)(iv). State or Country
4(a)(v). Postal Code
5. Does registrant act, or will it act, as a transfer agent solely
Yes
No
for its own securities and/or securities of an affiliate(s)?
•
•
6. Has registrant, as a named transfer agent, engaged, or
Yes
No
will it engage, a service company to perform any transfer
agent functions?
If "yes," provide the name(s) and address(es) of all service companies engaged,
or that will be engaged, by the registrant to perform its transfer agent functions:
6(b). File
-
Number:
6(c)(i). Address 1
6(c)(ii). Address 2
.__________.I
.___I
__
_____.
• •
6(c)(iii). City
6(c)(iv). State or Country
6(c)(v). Postal Code
7. Has registrant been engaged, or will it be engaged, as a
service company by a named transfer agent to perform
transfer agent functions?
Yes No
If "yes," provide the name(s) and File Number(s) of the named transfer agent(s)
for which the registrant has been engaged, or will be engaged, as a service
company to perform transfer agent functions:
7(b). File
-
Number:
7(c)(i). Address 1
7(c)(ii). Address 2
7(c)(iii). City
7(c)(iv). State or Country
7(c)(v). Postal Code
Completion of Question 8 on this form is required by all independent, non-issuer registrants
whose appropriate regulatory authority is the Securities and Exchange Commission. Those
registrants who are not required to complete Question 8 should select "Not Applicable."
•
Corporation
•
Partnership
8. Is
•
Sole Proprietorship
registrant a:
•
Other
•
Not Applicable
Section for Initial Registration and for Amendments Reporting Additional
Persons. (Corporation or Partnership)
8(a)(i). Full Name
" "
e
8(a)(ii). Relationship Start
Date
8(a)(iii). Title or Status
8(a)(iv). Ownership Code
8(a)(v).
Control Person
8(a)(vi). Relationship End
Date
"
NA - 0 to 5%
"
A - 5% up to 10%
"
B - 10% up to 25%
"
C - 25% up to 50%
"
D - 50% up to 75%
"
E - 75% up to 100%
#
Section for Initial Registration and for Amendments Reporting Additional
Persons. (Sole Proprietorship or Other)
8(a)(i). Full Name
8(a)(ii). Relationship Start
Date
8(a)(iii). Title or Status
8(a)(iv). Description of
Authority
8(a)(v). Relationship End Dat
9. Does any person or entity not named in the answer to Question 8:
9(a). Directly or indirectly, through agreement or otherwise
exercise or have the power to exercise control over the
management or policies of applicant; or . . . .
9(a)(i). Exact name of each person or entity
Yes No
9(a)(ii). Description of the Agreement or other basis
9(b). Wholly or partially finance the business of applicant, directly
or indirectly, in any manner other than by a public offering of
securities made pursuant to the Securities Act of 1933 or by credit
extended in the ordinary course of business by suppliers, banks
and others ? . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
"
No
"
9(b)(i). Exact name of each person or entity
9(b)(ii). Description of the Agreement or other basis
10. Applicant and Control Affiliate Disciplinary History:
The following definitions apply for purposes of answering this Question 10
- An individual or firm that directly or indirectly controls, is
under common control with, or is controlled by applicant.
Included are any employees identified in 8(a), 8(b), 8(c) of
Control affiliate
this form as exercising control. Excluded are any employees
who perform solely clerical, administrative support of similar
functions, or who, regardless of title, perform no executive
duties or have no senior policy making authority.
- Pertaining to securities, commodities, banking, insurance,
Investment or
or real estate (including, but not limited to, acting as or
investment
being associated with a broker-dealer, investment company,
related
investment adviser, futures sponsor, bank, or savings and
loan association).
- Doing an act of aiding, abetting, counseling, commanding,
Involved
inducing, conspiring with or failing reasonably to supervise
another in doing an act.
10(a). In the past ten years has the applicant or a control affiliate been convicted
of or plead guilty or nolo contender ("no contest") to:
10(a)(1). A felony or misdemeanor involving: investments or an
investment-related business, fraud, false statements or omissions,
wrongful taking of property, or bribery, forgery, counterfeiting or
extortion? . . . . . . . . . . . .
Yes No
• •
10(a)(1)(i). The individuals named in the Action
10(a)(1)(iii). Date of
Action
10(a)(1)(ii). Title of Action
10(a)(1)(iv). The Court or body taking the Action and its location
10(a)(1)(v). Description of the Action
10(a)(1)(vi). The disposition of the proceeding
No
• •
Yes
• •
Yes No
10(a)(2). Any other felony? . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10(a)(2)(i). The individuals named in the Action
10(a)(2)(iii). Date of
Action
10(a)(
2)(ii). Title of Action
10(a)(2)(iv). The Court or body taking the Action and its location
10(a)(2)(v). Description of the Action
10(a)(2)(vi). The disposition of the proceeding
10(b). Has any court in the past ten years:
10(b)(1). Enjoined the applicant or a control affiliate in connection
with any investment-related activity? . . . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(b)(1)(i). The individuals named in the Action
10(b)(1)(iii). Date of
Action
10(b)(1)(ii). Title of Action
10(b)(1)(iv). The Court or body taking the Action and its location
10(b)(1)(v). Description of the Action
10(b)(1)(vi). The disposition of the proceeding
10(b)(2). Found that the applicant or a control affiliate was involved
in a violation of investment-related statutes or regulations? . . . . .
10(b)(2)(i). The individuals named in the Action
10(b)(2)(iii). Date of
Action
10(b)(2)(ii). Title of Action
10(b)(2)(iv). The Court or body taking the Action and its location
10(b)(2)(v). Description of the Action
••
No Yes
10(b)(2)(vi). The disposition of the proceeding
10(c). Has the U.S. Securities and Exchange Commission or the Commodity
Futures Trading Commission ever:
10(c)(1). Found the applicant or a control affiliate to have made a
false statement or omission? . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(c)(1)(i). The individuals named in the Action
10(c)(1)(iii). Date of
Action
10(c)(1)(ii). Title of Action
10(c)(1)(iv). The Court or body taking the Action and its location
10(c)(1)(v). Description of the Action
10(c)(1)(vi). The disposition of the proceeding
10(c)(2). Found the applicant or a control affiliate to have been
involved in a violation of its regulations or statutes? . . . . . . . . . .
10(c)(2)(i). The individuals named in the Action
10(c)(2)(iii). Date of
Action
10(c)(2)(ii). Title of Action
10(c)(2)(iv). The Court or body taking the Action and its location
10(c)(2)(v). Description of the Action
10(c)(2)(vi). The disposition of the proceeding
10(c)(3). Found the applicant or a control affiliate to have been a
cause of an investment-related business having its authorization
to do business denied, suspended, revoked or restricted? . . . . . .
Yes
•
No
•
10(c)(3)(i). The individuals named in the Action
10(c)(3)(iii). Date of
Action
10(c)(3)(ii). Title of Action
No
10(c)(3)(iv). The Court or body taking the Action and its location
10(c)(3)(v). Description of the Action
10(c)(3)(vi). The disposition of the proceeding
10(c)(4). Entered an order denying, suspending or revoking the
applicant's or a control affiliate's registration or otherwise
disciplined it by restricting its activities? . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(c)(4)(i). The individuals named in the Action
10(c)(4)(iii). Date of
Action
10(c)(4)(ii). Title of Action
10(c)(4)(iv). The Court or body taking the Action and its location
10(c)(4)(v). Description of the Action
10(c)(4)(vi). The disposition of the proceeding
10(d). Has any other Federal regulatory agency or any state regulatory agency:
10(d)(1). ever found the applicant or a control affiliate to have made
a false statement or omission or to have been dishonest, unfair, or
unethical? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(d)(1)(i). The individuals named in the Action
10(d)(1)(iii). Date of
Action
10(d)(1)(ii). Title of Action
10(d)(1)(iv). The Court or body taking the Action and its location
10(d)(1)(v). Description of the Action
10(d)(1)(vi). The disposition of the proceeding
10(d)(2). ever found the applicant or a control affiliate to have been
involved in a violation of investment-related regulations or
statutes? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
• •
10(d)(2)(i). The individuals named in the Action
10(d)(2)(iii). Date of
Action
10(d)(2)(ii). Title of Action
10(d)(2)(iv). The Court or body taking the Action and its location
10(d)(2)(v). Description of the Action
10(d)(2)(vi). The disposition of the proceeding
10(d)(3). Ever found the applicant or a control affiliate to have been
a cause of an investment-related business having its authorization
to do business denied, suspended, revoked, or restricted? . . . . . .
Yes
•
No
•
10(d)(3)(i). The individuals named in the Action
10(d)(3)(iii). Date of
Action
10(d)(3)(ii). Title of Action
10(d)(3)(iv). The Court or body taking the Action and its location
10(d)(3)(v). Description of the Action
10(d)(3)(vi). The disposition of the proceeding
10(d)(4). In the past ten years entered an order against the
applicant or a control affiliate in connection with investment-
related activity? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(d)(4)(i). The individuals named in the Action
10(d)(4)(iii). Date of
Action
10(d)(4)(ii). Title of Action
10(d)(4)(iv). The Court or body taking the Action and its location
10(d)(4)(v). Description of the Action
10(d)(4)(vi). The disposition of the proceeding
No
10(e). Has any self-regulatory organization or commodities exchange ever:
10(e)(1). Found the applicant or a control affiliate to have made a
false statement or omission? . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
• •
10(d)(5). Ever denied, suspended, or revoked the applicant's or a
control affiliate's registration or license, or prevented it from
associating with an investment-related business, or otherwise
disciplined it by restricting its activities? . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(d)(5)(i). The individuals named in the Action
10(d)(5)(iii). Date of
Action
10(d)(5)(ii). Title of Action
10(d)(5)(iv). The Court or body taking the Action and its location
10(d)(5)(v). Description of the Action
10(d)(5)(vi). The disposition of the proceeding
10(d)(6). Ever revoked or suspended the applicant's or a control
affiliate's license as an attorney or accountant? . . . . . . . . . . . . . .
Yes
• •
10(d)(6)(i). The individuals named in the Action
10(d)(6)(iii). Date of
10(d)(6)(ii). Title of Action
Action
10(d)(6)(iv). The Court or body taking the Action and its location
10(d)(6)(v). Description of the Action
10(d)(6)(vi). The disposition of the proceeding
Yes No
• •
10(e)(1)(i). The individuals named in the Action
10(e)(1)(iii). Date of
Action
10(e)(1)(ii). Title of Action
10(e)(1)(iv). The Court or body taking the Action and its location
10(e)(1)(v). Description of the Action
10(e)(1)(vi). The disposition of the proceeding
10(e)(2). Found the applicant or a control affiliate to have been
involved in a violation of its rules? . . . . . . . . . . . . . . . . . . . . .
10(e)(2)(i). The individuals named in the Action
10(e)(2)(iii). Date of
Action
10(e)(2)(ii). Title of Action
10(e)(2)(iv). The Court or body taking the Action and its location
10(e)(2)(v). Description of the Action
10(e)(2)(vi). The disposition of the proceeding
10(e)(3). Found the applicant or a control affiliate to have been
the cause of an investment-related business losing its
authorization to do business? . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(e)(3)(i). The individuals named in the Action
10(e)(3)(iii). Date of
Action
10(e)(3)(ii). Title of Action
10(e)(3)(iv). The Court or body taking the Action and its location
10(e)(3)(v). Description of the Action
10(e)(3)(vi). The disposition of the proceeding
No
• •
10(e)(4). Disciplined the applicant or a control affiliate by
expelling or suspending it from membership, by barring or
suspending its association with other members, or by
otherwise restricting its activities? . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Yes
•
No
•
10(e)(4)(i). The individuals named in the Action
10(e)(4)(iii). Date of
Action
10(e)(4)(ii). Title of Action
10(e)(4)(iv). The Court or body taking the Action and its location
10(e)(4)(v). Description of the Action
10(e)(4)(vi). The disposition of the proceeding
10(f). Has any foreign government, court, regulatory agency, or
exchange ever entered an order against the applicant or a control
affiliate related to investments or fraud? . . . . . . . . . . . . . . . . . .
Yes
•
No
•
10(f)(1)(i). The individuals named in the Action
10(f)(1)(iii). Date of
Action
10(f)(1)(ii). Title of Action
10(f)(1)(iv). The Court or body taking the Action and its location
10(f)(1)(v). Description of the Action
10(f)(1)(vi). The disposition of the proceeding
10(g). Is the applicant or a control affiliate now the subject of any
proceeding that could result in a yes answer to questions 10(a) -
10(f)?
Yes
10(g)(1)(i). The individuals named in the Action
10(g)(1)(iii). Date of
Action
10(g)(1)(ii). Title of Action
10(g)(1)(iv). The Court or body taking the Action and its location
Yes No
• •
Yes No
• •
10(g)(1)(v). Description of the Action
10(g)(1)(vi). The disposition of the Proceeding
10(h). Has a bonding company denied, paid out on, or revoked a
bond for the applicant or a control affiliate? . . . . . . . . . . . . . . . .
10(h)(1)(i). The individuals named in the Action
10(h)(1)(iii). Date of
Action
10(h)(1)(ii). Title of Action
10(h)(1)(iv). The Court or body taking the Action and its location
10(h)(1)(v). Description of the Action
10(h)(1)(vi). The disposition of the Proceeding
10(i). Does the applicant or a control affiliate have any unsatisfied
judgments or liens against it? . . . . . . . . . . . . . . . . . . . . . . . . . .
10(i)(1)(i). The individuals named in the Action
10(i)(1)(iii). Date of
Action
10(i)(1)(ii). Title of Action
10(i)(1)(iv). The Court or body taking the Action and its location
10(i)(1)(v). Description of the Action
10(i)(1)(vi). The disposition of the proceeding
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a)
SIGNATURE: The registrant submitting this form, and as required, the SEC
herein is true, correct and complete.
11(a). Signature of Official responsible for Form:
11(b). Telephone Number:
11(d).
Date Signed
11(c).
Title of Signing Officer:
(Month/Day/Year):
12(a). File Name:
12. Related Documents/Attachments
•
COVER
12(b). Type of
•
CORRESP
Attachment:
•
GRAPHIC
12(c). Type of
Attachment
Additional
Description:
12(d). Attachment
Description:
1
2(e). File:
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, www.sec.gov,
for the instructions for preparing forms in EDGARLite™ and filing forms in EDGAR
as well as for the computer hardware and software requirements for electronic filing.
A Form TA-1 or an amended Form TA-1 which is not completed properly may be
suspended as not acceptable for filing. Acceptance of this form, however, does not
mean that the Commission has found that it has been filed as required or that the
information submitted therein is true, correct or complete.
Registrants that are granted a hardship exemption from electronic filing under Rule
202 of Regulation S-T, 17 CFR 232.202, will be provided with instructions on how
and where to file a paper Form TA-1.
A registrant that wishes to include a cover letter or other correspondence may do so
by including the document as an attachment to the Form.
E. EDGAR Access. Before registrants may prepare the Form in EDGARLite™ or file
the Form in EDGAR they
must apply for access to EDGAR. Registrants should refer
to the EDGAR Filer Manual, Volume I (General Instructions) for information on
accessing EDGAR.
F. Records. Each registrant must keep an exact copy of any filing for its records.
Registrants should refer to 17 CFR 240.17Ad-6 and 240.17Ad-7 for information
regarding the recordkeeping rules for transfer agents.
G. Effective Date. Registration of a transfer agent becomes effective thirty days after
receipt by the ARA of the application for registration unless the filing does not
comply with applicable requirements or the ARA takes affirmative action to
accelerate, deny, or postpone registration in accordance with the provisions of Section
17A(c) of the Act.
H. Amending Registration. Each registrant must amend Form TA-1 within sixty calendar
days following the date on which information reported therein becomes inaccurate,
incomplete, or misleading.
1. Registrants amend Form TA-1 by 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 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. 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, 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
(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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FORM TA-1: OMB Approval UNITED STATES SECURITIES AND (Office of Information Technologies Network Engineerig)

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Completed 27 February 2022

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