[Federal Register Volume 64, Number 61 (Wednesday, March 31, 1999)]
[Proposed Rules]
[Pages 15310-15320]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-7840]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR PARTS 240 and 249b
[Release No. 34-41204; File No. S7-11-99]
RIN 3235-AH44
Revised Transfer Agent Form and Related Rule
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
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SUMMARY: The Securities and Exchange Commission (Commission) is
publishing for comment its proposal to amend Rule 17Ac2-2 and related
Form TA-2 and its proposal to rescind Rule 17a-24 under the Securities
Exchange Act of 1934. The amendment would make technical corrections
and provide greater clarity to Form TA-2. Accordingly, the amendments
are designed to clarify filing requirements and instructions; eliminate
or change ambiguous terms and phrases; delete certain redundant or
unnecessary questions; and add questions that would help the Commission
to more effectively monitor the transfer agent industry.
DATES: Comments are due on or before May 17, 1999.
ADDRESSES: Comments should be submitted in triplicate to Jonathan G.
[[Page 15311]]
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-0609. Comments also may be submitted
electronically at the following E-mail address: rule-comments@sec.gov.
All comment letters should refer to File No. S7-11-99; this file number
should be included on the subject line if E-mail is used. All comments
received will be available for public inspection and copying in the
Commission's Public Reference Room, 450 5th Street, N.W., Washington,
D.C. 20549. Electronically submitted comment letters will be posted on
the Commission's Internet Web site (http://www.sec.gov).
FOR FURTHER INFORMATION CONTACT: Jerry W. Carpenter, Assistant
Director, or Lori R. Bucci, Special Counsel, at 202/942-4187, Office of
Risk Management and Control, Division of Market Regulation, Securities
and Exchange Commission, Washington, D.C. 20549-1001.
Supplementary Information:
I. Introduction
Transfer agents play an essential role in the processing of
securities transactions and recordkeeping for securities issuers. The
Commission is reviewing the regulations that apply to transfer agents
to determine whether changes are necessary or appropriate. In this
release, we propose a variety of amendments to Form TA-2,\1\ the annual
reporting mechanism for all registered transfer agents.
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\1\ 17 CFR 249b.102.
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Form TA-2 has not been reviewed since it was adopted in 1986.\2\
Since that time, a variety of ambiguities and inconsistencies in the
form have come to light. Also, we believe that the quality of the data
obtained from transfer agents can be improved. It is essential that the
Commission receive accurate information that can be processed and
evaluated efficiently by our staff because there is no self-regulatory
organization for transfer agents, resulting in more direct oversight
responsibility for the Commission and the other appropriate regulatory
agencies (ARAs).\3\ The amendments proposed today are intended to
enhance our oversight capabilities.
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\2\ Securities Exchange Act Release No. 23084 (March 27, 1986),
51 FR 12124. Form TA-2 is referenced in 17 CFR 249b.102.
\3\ The term ``appropriate regulatory agency'' is defined in
Section 3(a)(34) of the Securities Exchange Act of 1934, 17 U.S.C.
78c(a)(34), and includes the Commission, the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance
Corporation, and the Office of the Comptroller of the Currency.
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A. Rule 17Ac2-2 and Form TA-2
In 1975, Congress enacted legislation for the regulation of the
securities processing industry.\4\ The legislation requires transfer
agents to register, and gives the ARAs the authority to develop
registration requirements. Every transfer agent that is subject to
registration must file a Form TA-1 with its ARA.\5\ Congress gave the
Commission broad rulemaking and enforcement authority over all transfer
agents \6\ although the bank regulatory agencies were given primary
responsibility for oversight of bank transfer agents.\7\
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\4\ Pub. L. 94-29 (June 4, 1975), known as the Securities Acts
Amendments of 1975. The securities processing industry refers to
both transfer agents and clearing agencies.
\5\ Section 17A(c)(2) of the Exchange Act. Form TA-1 is
referenced in 17 CFR 249b.100.
\6\ Section 17A(d)(3) of the Exchange Act.
\7\ Section 17A(d)(3)(A)(ii) of the Exchange Act.
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In 1986, the Commission adopted Rule 17Ac2-2, which requires all
registered transfer agents to file an annual report of their business
activities on Form TA-2.\8\ As part of the Commission's continuing
efforts to improve and simplify rules and forms, the Commission
proposes to amend Rule 17Ac2-2 and Form TA-2. The proposed amendments
would allow the Commission to obtain clearer and more comprehensive
information from transfer agents about their activities. Essentially,
the proposed amendments would:
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\8\ Securities Exchange Act Release No. 23084 (March 27, 1986),
51 FR 12124. Form TA-2 is referenced in 17 CFR 249b.102.
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elicit additional information regarding transfer agent
business activities, such as direct purchase and dividend reinvestment
plan accounts, buy-ins, and turnaround time for routine items;
request more useful lost securityholder information;
enhance service company information;
eliminate the filing exception;
clarify the filing requirements and instructions;
conform reporting periods;
delete unnecessary questions; and
make technical changes.
B. Lost Securityholders
To address the problem of lost securityholders,\9\ on October 1,
1997, the Commission adopted Rules 17Ad-17 and 17a-24.\10\ Rule 17Ad-17
requires transfer agents to conduct data base searches in an effort to
locate lost securityholders. Rule 17a-24 requires transfer agents to
submit on Form TA-2 aggregate data regarding the accounts of lost
securityholders.\11\ The purpose of Rule 17a-24 is to gather data to
assess the effectiveness of the search requirements of Rule 17Ad-17. As
a result of its continuing review of this problem, the Commission now
believes that it needs different information than that which is
required by Rule 17a-24 to assess the effectiveness of the search
requirements of Rule 17Ad-17. Therefore, the Commission is proposing to
require transfer agents to report on Form TA-2 specific information
about the results of the required data base searches for lost
securityholders and to rescind Rule 17a-24.
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\9\ Rule 17Ad-17 generally defines a ``lost securityholder'' as
a securityholder to whom an item of correspondence that was sent to
the securityholder at the address in the transfer agent's master
securityholder file has been returned as undeliverable. Securities
Exchange Act Release No. 39176 (October 1, 1997), 62 FR 52229.
``Master securityholder file'' is defined in Rule 17Ad-9(b) as the
official list of individual securityholder accounts.
\10\ Securities Exchange Act Release No. 39176 (October 1,
1997), 62 FR 52229. The Commission also adopted amendments to Rule
17Ad-7 incorporating the retention time periods for the records
relating to compliance with Rule 17Ad-17.
\11\ Rule 17a-24 requires registered transfer agents to report
the number of lost securityholder accounts as of June 30 of each
year and the percentage of total accounts represented by such lost
securityholder accounts. These figures are broken down by the length
of time the securityholder was classified as lost: one year or less;
three years or less; five years or less; or more than five years.
Rule 17a-24 also requires that transfer agents annually report
information on lost securityholder accounts that escheated to state
unclaimed property administrators.
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II. Proposed Changes
A. Rule 17Ac2-2
Rule 17Ac2-2 requires every transfer agent to file Form TA-2 with
the Commission by August 31 of each calendar year. The information
furnished on Form TA-2 assists the Commission in its transfer agent
oversight programs.
The Commission is proposing several modifications to Rule 17Ac2-2.
First, to clarify whether a transfer agent must file Form TA-2 if it
withdraws its registration during the filing period, Rule 17Ac2-2 would
be amended to require every transfer agent that is registered on June
30 to file Form TA-2 by August 31 of that calendar year.
Second, current Rule 17Ac2-2 provides that a registered transfer
agent is required to complete only Items 1 through 4 of Form TA-2 if
it: received fewer than 500 items for transfer and fewer than 500 items
for processing in the six months ending June 30, and did not maintain
master securityholder files for more than 1,000 individual
securityholder accounts as of June 30. The proposed amendment would
revise
[[Page 15312]]
this partial exception to the full filing requirement so that it
applies to a registered transfer agent that received fewer than 1,000
items for transfer and fewer than 1,000 items for processing in the
twelve months ending June 30 of the year for which the form is being
filed.\12\ Moving from a six month to a twelve month period would
conform this exception to the rule's twelve month reporting period and
would provide more complete records regarding the volume of items
transferred and processed during the entire reporting period.
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\12\ The master securityholder account element would not change.
A transfer agent with this level of activity would be required to
complet only Questions 1 through 5, 10, and 11 and the signature
section of Form TA-2.
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Third, Rule 17Ac2-2 currently requires the annual filing of Form
TA-2 by all registered transfer agents except named transfer agents
\13\ that engage a service company \14\ to perform all of their
transfer and processing functions.\15\ As a consequence, in processing
Form TA-2 filings, the Commission's staff frequently cannot determine
whether a transfer agent that did not file Form TA-2 is properly using
the exception or has simply neglected to file. To address this problem,
the proposed rule amendment would eliminate the exception.
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\13\ ``Named transfer agent'' is defined in Rule 17Ad-9(j) as
the registered transfer agent that is engaged by an issuer to
perform transfer agent functions for an issue of securities but has
engaged a service company to perform some or all of those functions.
17 CFR 240.17Ad-9(j).
\14\ ``Service company'' is defined in Rule 17Ad-9(k) as the
registered transfer agent engaged by a named transfer agent to
perform transfer agent functions for that named transfer agent. 17
CFR 240.17Ad-9(k).
\15\ 17 CFR 240.17Ac2-2.
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A named transfer agent that engages a service company to perform
all of its transfer and processing functions would be required to
complete only the first four questions and the signature section of
Form TA-2.\16\ Currently, Rule 17Ac2-2 requires a named transfer agent
that engages a service company to perform some but not all of its
transfer and processing functions to file a Form TA-2 and to enter zero
(0) for those questions that relate to functions performed by the
service company on behalf of the named transfer agent. This requirement
would not be changed by the proposed amendments. Therefore, as a result
of the proposed amendments every registered transfer agent would be
required to file a Form TA-2 annually.
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\16\ These questions on Form TA-2 would request basic
information such as the transfer agent's name, its use of a service
company, the name of its ARA, whether it filed any amendments to its
registration, and the number of items it received for transfer and
processing during the reporting period.
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B. Form TA-2
Current Form TA-2 contains questions regarding the volume and
nature of a transfer agent's business activities. The Commission
proposes to amend Form TA-2 to obtain more complete information
regarding service companies, the transfer agent's amendments to its
Form TA-1, direct purchase and dividend reinvestment plan accounts,
buy-ins,\17\ lost securityholders, and turnaround time for routine
items. The proposal also includes numerous technical and conforming
changes.
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\17\ Rule 17Ad-11(c)(2) generally requires that within ten
business days following the end of each calendar quarter, every
recordkeeping transfer agent shall report certain information when
the aggregate market value of all buy-ins executed pursuant to Rule
240.17Ad-10(g) during that calendar quarter exceeds $100,000. 17 CFR
240.17Ad-11(c)(2).
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1. Form TA-2 Instructions
Currently, the box at the top left corner of the first page
requests the month, day, and year of the filing period. This format
enables registrants to put in a date other than the required reporting
period. The box at the top left corner of every page of Form TA-2 would
be changed to ``For the reporting period ending June 30, YYYY.'' This
change would help ensure that the correct reporting period for which
Form TA-2 is being submitted is indicated.
For clarity and to ease filling out Form TA-2, the proposed form
would add definitions for the following terms to the form's
instructions: aged record difference, lost securityholder, named
transfer agent, outside registrar, record difference, reporting period,
and service company. These definitions are the same definitions
currently set forth in the existing transfer agent rules. In addition,
the proposal would revise the filing requirements to conform with the
amendments to Rule 17Ac2-2 discussed above.
Currently, in determining the number of investment company
securities for which they act as transfer agents, registrants are
instructed to count each prospectus as one issue. The Commission
believes that it is more informative to count investment company
securities by CUSIP numbers rather than by prospectuses. Therefore,
registrants would be instructed to count investment company securities
as one issue per CUSIP number.
2. Form TA-2 Questions
Revised Form TA-2 would contain a question asking if the registrant
has amended Form TA-1 as required by existing transfer agent rules.\18\
In addition, the revised Form TA-2 would request that the transfer
agent provide an explanation if it failed to file a required amendment
to its Form TA-1. Form TA-2 also would contain a new question asking
about the registrant's use of service companies. This information would
help the Commission to obtain more complete information about transfer
agents and their business activities.
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\18\ Transfer agents registered with the Commission are required
by Rule 17Ac2-1(c) to amend Form TA-1 or the SEC Supplements to Form
TA-1 within 60 calendar days following the date on which information
reported therein became inaccurate, incomplete, or misleading. 17
CFR 240.17Ac2-1(c). Federal bank regulators (FBRs) also require
their registrants to amend their Form TA-1 within 60 calendar days
following the date on which the reported information became
inaccurate, incomplete, or misleading. FBRs send copies of the
submitted filings to the Commission on behalf of their registrants.
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Throughout the form, the request for numbers with ``000s omitted''
or ``in millions--000,000s omitted'' would be deleted to prevent
confusion and to ease the staff's analysis. The amended Form TA-2 would
request the actual figures with no zeros omitted.
Currently, Form TA-2 requests transfer agents to report the number
of items received for transfer and processing during the six months
ending June 30. The proposal would amend this reporting period from six
months to twelve months ending June 30 in order to have a uniform
annual reporting period.
Currently, Form TA-2 elicits information regarding only the number
of issues for which dividend reinvestment plan services are provided.
However, the number of transfer agents providing direct purchase and
dividend reinvestment plan services and the number of direct purchase
and dividend reinvestment plan accounts have increased substantially in
recent years. Revised Form TA-2 would require that transfer agents
reflect direct purchase and dividend reinvestment plan accounts in the
total number of individual securityholder accounts maintained, and
separately state the number of individual securityholder direct
purchase and dividend reinvestment plan accounts.
Currently, Form TA-2 requests the percentage of individual
securityholder accounts maintained in six categories: corporate equity
securities, corporate debt securities, investment company securities,
limited partnership securities, municipal debt securities, and other
securities. Revised Form TA-2 would clarify the question by
[[Page 15313]]
renaming one of the six categories. The category of investment company
securities would be renamed as open-end investment company securities.
In addition, for purposes of clarification, the Form TA-2 instructions
would be amended to state that the corporate equity category would
include closed-end investment company securities.
Currently, Form TA-2 requires the transfer agent to determine the
number and type of securities issues for which it acted in various
transfer agent capacities.\19\ Form TA-2 directs the transfer agent to
combine corporate debt and equity into one category. In order that the
Commission have more precise information on a transfer agent's
operations, revised Form TA-2 would require the transfer agent to
report separately the number of corporate equity and corporate debt
securities issues for which it acted in a specified capacity.\20\
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\19\ The identified capacities are: (a) receives items for
transfer and maintains the master securityholder files; (b) receives
items for transfer but does not maintain the master securityholder
files; and (c) does not receive items for transfer but maintains the
master securityholder files.
\20\ The registrant would continue to report the number and type
of other securities issues for which it acts in the specified
transfer agent capacities.
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Where a change in transfer agents for an issuer has occurred,
current Form TA-2 requests information about the number and aggregate
market value of (1) securities record differences \21\ that the current
transfer agent received as an out of balance issue from the prior
transfer agent, and (2) securities record differences resulting from
the current transfer agent. The format of this section has been
confusing to many registrants. Therefore, because the Commission
believes that the current record difference information is the most
significant, the form would be revised to require reporting of the
current number and aggregate market value of securities differences
with no detail as to whether the securities differences occurred before
or after the change in transfer agents.
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\21\ ``Record difference,'' as defined in Rule 17Ad-9(g), occurs
when either (1) the total number of shares or total principal dollar
amount of securities in the master securityholder file does not
equal the number of shares or principal dollar amount in the control
book, or (2) the security transferred or redeemed contains
certificate detail different from the certificate detail currently
on the master securityholder file, which difference cannot be
immediately resolved.
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Revised Form TA-2 would add a question about the number of
quarterly reports that were filed and that should have been filed by
the registrant with its ARA during the reporting period pursuant to
Rule 127Ad-11(c)(2).\22\ The addition of this question to Form TA-2
should help the Commission monitor registered transfer agent over-
issuance and buy-in activities.
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\22\ 17 CFR 240.17Ad-11(c)(2). Generally, Rule 17Ad-11(c)(2)
requires a transfer agent to file a report at the end of each
quarter during which it has an aged record difference (i.e., where
the number of shares on the securityholder file does not equal the
number of shares authorized and issued by the issuer). The report
contains information such as the size and dollar value of the record
difference, the reason for the record difference, and the size and
dollar value of any buy-ins executed to remedy the record
difference. (A buy-in is required when a registered transfer agent
overissues shares. The registered transfer agent within 60 days of
the discovery of such overissuance buys-in securities equal to the
number of shares in the case of equity securities or equal to the
principal dollar amount in the case of debt securities. 17 CFR
240.17Ad-10(g).)
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The proposal would eliminate the collection of information about
transfer agent custodian (TAC) arrangements.\23\ The current question
tends to glean erroneous responses from many transfer agents while
accurate information is readily obtainable from The Depository Trust
Company.
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\23\ TAC agreements, which are more commonly referred to as fast
automated securities transfer (FAST) accounts, exist between large
transfer agents and The Depository Trust Company.
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As discussed above, the Commission proposes to use a uniform
reporting period in Form TA-2. Accordingly, information relating to a
transfer agent's dividend disbursement and interest paying agent
activities, and information relating to the volume of openend
investment company securities purchases and redemptions a transfer
agent processes would be reported for the twelve months ending June 30
instead of for the preceding calendar year ending December 31.\24\
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\24\ Revised Form TA-2 would use the more commonly used industry
term ``purchases and redemptions'' instead of ``transactions'' when
referring to open-end investment company securities processing.
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Current Form TA-2 requests both the number of transactions
processed on a date other than the date of receipt of the order and the
``number of transactions processed on other than on date of receipt of
order, expressed as a percentage of total transactions processed.''
Because the Commission can compute the percentage based on other data
in the form, the percentage inquiry would be eliminated.
Finally, the proposal would add a question regarding turnaround
time. Revised Form TA-2 would ask transfer agents to report the number
of months during the reporting period in which the registrant was not
in compliance with the specified turnaround time for routine items
pursuant to Rule 17Ad-2.\25\ Revised Form TA-2 also would ask transfer
agents to report the number of written notices the transfer agent filed
and should have filed during the reporting period documenting its
noncompliance with turnaround time for routine items pursuant to Rule
17Ad-2.
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\25\ Turnaround times for routine items are set forth in Rule
17Ad-2. 17 CFR 240.17Ad-2.
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C. Rule 17a-24
Rule 17a-24 requires registered transfer agents to report the
aggregate number of lost securityholder accounts as of June 30 of each
year and the percentage of total accounts represented by such lost
securityholder accounts. These figures currently must be reported for
lost securityholder accounts outstanding for: one year or less, three
years or less, five years or less, or more than five years. As noted in
the adopting release, the Commission adopted Rule 17a-24 to require the
reporting of information on aged lost securityholder accounts in order
to assess the effectiveness of search techniques employed by transfer
agents. Rule 17a-24 also requires information on lost securityholder
accounts that escheated to state unclaimed property administrators.
In 1998, transfer agents were required to report information on the
aging of lost securityholder accounts for the first time on Form TA-2.
Transfer agent representatives, however, have informed Commission staff
that compiling information on the aging of lost securityholder accounts
has proved to be extremely difficult. Many transfer agents have
indicated that their record systems are not designed to produce such
information and that to program their systems to provide such
information would be extremely burdensome and in some situations not
possible.\26\
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\26\ Because of these conversations, the Commission believes
that at this time transfer agents have not made or undertaken any
major systems changes.
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The Commission has reviewed the information required by Rule 17a-
24. The Commission believes that the Commission should refine transfer
agents' reporting requirements so that the information transfer agents
are required to file would give a better indication of the
effectiveness of the data base searches. The new reporting requirements
should also be less burdensome for transfer agents to implement.
Therefore, the Commission is proposing that: (1) transfer agents be
required to report on Form TA-2 the number of lost securityholders for
which a first and for which a second
[[Page 15314]]
data base search has been conducted and for which a correct address has
been obtained as a result of these searches; (2) transfer agents
continue, as required by Rule 17a-24, to report on Form TA-2 the
current number of lost securityholder accounts and the number of lost
securityholder accounts that were remitted to the states during the
last year; (3) the remaining information (i.e., aging of lost
securityholder accounts) will no longer be required; and (4) Rule 17a-
24 then be rescinded.
III. General Request for Comments
The Commission solicits commenters' views on all aspects of the
proposed amendments to Rule 17Ac2-2 and Form TA-2 and the proposed
rescission of Rule 17a-24 under the Securities Exchange Act of 1934
(Exchange Act). In particular, the Commission requests comment as to
whether the proposed amendments would provide the most effective means
for the Commission to obtain adequate information regarding transfer
agent operations. Are there other questions that the Commission could
ask on Form TA-2 to obtain useful information on transfer agent
operations? Is there other specific information regarding transfer
agent operations that the Commission should require to be provided on
Form TA-2?
In addition, the Commission requests comments on whether the
proposed change to the information on lost securityholders collected on
Form TA-2 would be a more effective method to track the effectiveness
of transfer agents' data base searches than the account aging
information currently required. Do transfer agents currently have the
aging information readily available to report? Is the proposed change a
more efficient and less costly method for transfer agents to report
information on their outstanding lost securityholder accounts? What
system changes and costs would transfer agents incur if they were only
required to report the aging of lost securityholder accounts
prospectively? (For example, it would only be five years from now that
a transfer agent would be required to report the number of
securityholder accounts that had been lost for five years.)
Finally, the Commission refers commenters to its policy statement
establishing a regulatory moratorium to facilitate the year 2000
conversion.\27\ The Commission anticipates that any amendments to Rule
17Ac2-2 and Form TA-2 would be adopted before the moratorium begins on
June 1, 1999. However, the Commission requests comment on the specific
extent to which the proposed amendments would require registered
transfer agents to make major programming changes to their computer
systems.
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\27\ Securities Exchange Commission Release Nos. 33-7568, 34-
40377, 35-26912, IA-1749, and IC-23416 (August 27, 1998), 63 FR
47051. The policy is available at the Commission's website
(www.sec.gov).
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IV. Costs and Benefits of the Proposed Amendments and Their Effects
on Competition
The Commission has identified certain costs and benefits relating
to the proposals, which are discussed below, and encourages commenters
to discuss any additional costs or benefits. In particular, the
Commission requests comment on the potential costs for any necessary
modifications to information gathering, management, and recordkeeping
systems or procedures as well as any potential benefits resulting from
the proposals for issuers, transfer agents, regulators, or others.
Commenters should provide analysis and empirical data to support their
views on the costs and benefits associated with the proposals.
A. Benefits
These amendments would help the Commission to:
Keep complete records on all registered transfer agents.
Currently, the Commission's staff cannot easily determine whether a
transfer agent who did not file a Form TA-2 is properly using an
applicable exception or whether the transfer agent has simply neglected
to file.
Use the information gathered from Form TA-2 to monitor the
annual business activities of registered transfer agents, including the
use of service companies, amendments to Form TA-1, direct purchase and
dividend reinvestment plan accounts, buy-ins, and turnaround time for
routine items.
Achieve a consistent reporting period which should
eliminate confusion from varying reporting periods. In addition, as the
volume of transfer business may not be consistent throughout the entire
reporting period, the current reporting requirement of only six months
of data is potentially skewed.
Elicit information regarding the data base searches for
lost securityholders. This information should enable the Commission to
assess the effectiveness of the search requirements of Rule 17Ad-17 and
the scope of the lost securityholder problem.
B. Costs
The proposed amendments to Rule 17Ac2-2 and Form TA-2 should not
result in any significant additional costs to transfer agents. The
majority of information required by Form TA-2 is available in the
internal files of the transfer agents, and a large portion of the
information is already required by the Commission to be calculated or
maintained.
The primary cost associated with the proposal is the time that it
will take transfer agent personnel to complete the form and file it
with the Commission. The amount of time needed to comply with the
requirements of amended Rule 17Ac2-2 and Form TA-2 would vary. There
are approximately 1,210 registered transfer agents. Of this number,
approximately 300 registrants would be required to complete only
Questions 1 through 4 and the signature section of amended Form TA-2.
Based on their low volume of transfer business and number of
shareholder accounts, approximately 410 registrants would be required
to answer only Questions 1 through 5, 10, and 11 and the signature
section. The remaining registrants, approximately 500, would be
required to complete the entire Form TA-2.
Additionally, there may be some incremental cost associated with
modifying computer systems to report all items for the twelve months
ending June 30. This likely would require a simple, one-time change to
database reporting functions and should have a negligible cost on
transfer agents. The Commission seeks comment on this assumption and
specifically requests empirical data on the cost of modifying systems
to report all items for the twelve months ending June 30.
C. Effects on Efficiency, Competition, and Capital Formation
Section 23(a)(2) of the Exchange Act precludes the Commission in
amending rules under the Exchange Act from adopting any such rule or
regulation that would impose a burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act.\28\ The
Commission is considering the proposed amendments to Rule 17Ac2-2 and
Form TA-2 in light of the standards cited in Section 23(a)(2). The
Commission is proposing these amendments to enhance the Commission's
ability to monitor more effectively the transfer agent industry. The
amendments are also intended to make the Form TA-2 more efficient for
[[Page 15315]]
both the Commission and transfer agents. Because transfer agents of a
similar size and with similar business are required to complete the
form in the same manner, there should be no negative impact on
competition. The Commission solicits commenters' views regarding the
effects of the proposed amendments to Rule 17Ac2-2 and Form TA-2 on
competition, efficiency, and capital formation. For purposes of the
Small Business Regulatory Enforcement Fairness Act of 1996, we also
seek comments on the proposed rule's potential impact (including any
empirical data) on the economy on an annual basis, any increase in
costs or prices for consumers, and any effect on competition,
investment or innovation.
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\28\ 15 U.S.C. 78w(a)(2).
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V. Summary of Initial Regulatory Flexibility Analysis
The Commission has prepared an Initial Regulatory
Flexibility Analysis (IRFA), in accordance with the provisions of
the Regulatory Flexibility Act,\29\ regarding the proposed amendments
to Rule 17Ac2-2 and Form TA-2 and the proposed rescission of Rule 17a-
24 under the Exchange Act. As discussed more fully in the analysis,
some of the transfer agents that the proposed amendments would affect
are small entities, as defined by the Commission's rules.
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\29\ 5 U.S.C. 603.
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The IRFA states the purpose of the proposal is to allow the
Commission to obtain more comprehensive information from transfer
agents about their activities while making Form TA-2 clearer and easier
for transfer agents to complete. The proposed amendments would: elicit
information regarding transfer agent business activities, such as
direct purchase and dividend reinvestment plan accounts, buy-ins, and
turnaround time for routine items; obtain more comprehensive lost
securityholder information; enhance service company information;
eliminate the filing exemption; clarify the filing requirements and
instructions; conform reporting periods; delete unnecessary questions;
and make technical changes.
The IRFA sets forth the statutory authority for the proposed
amendments to Rule 17Ac2-2 and Form TA-2 and for the rescission of Rule
17a-24. The IRFA also discusses the effect of the proposal on transfer
agents that are small entities pursuant to Rule 0-10(h) under the
Exchange Act.\30\ 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) 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 in the time that it has been
in business, if shorter); (3) only transferred items of issuers with
total assets of $5 million or less; 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.
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\30\ 17 CFR 240.0-10(h). The Commission recently amended this
definition. Securities Exchange Commission Release Nos. 33-7548, 34-
40122, IC-23272, and IA-1727 (June 24, 1998), 63 FR 35508.
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When the Commission adopted the new definition of ``small entity''
with respect to transfer agents, the Commission estimated that
approximately 180 registered transfer agents would qualify as small
entities under Rule 0-10. As a result, the Commission estimates that
180 small entities would be subject to the requirements of the proposed
amendments to Rule 17Ac2-2 and Form TA-2.
The proposed amendments to Rule 17Ac2-2 would provide that a
registered transfer agent that received fewer than 1,000 items for
transfer and fewer than 1,000 items for processing in the twelve months
ending June 30, and did not maintain master securityholder files for
more than 1,000 individual securityholder accounts as of June 30, would
have to complete only a portion of Form TA-2. All ``small entities'' as
defined by Rule 0-10 would continue to have reduced reporting
requirements under the proposal.
The IRFA states that the proposal would impose new reporting and
compliance requirements on certain transfer agents because it would
eliminate the filing exception for named transfer agents using service
companies and would require every registered transfer agent to file
Form TA-2 annually. In addition, questions regarding the use of service
companies, amendments to its Form TA-1, direct purchase and dividend
reinvestment plan accounts, buy-ins, lost securityholders, and
turnaround time for routine items would be added to Form TA-2. The IRFA
states that the incremental annual burden on all ``small entities''
would be approximately 81 hours and $2,552. The IRFA also states that
the proposed amendments to Rule 17Ac2-2 and Form TA-2 would not impose
any other reporting, recordkeeping, or compliance requirements, and
that the Commission believes that there are no rules that duplicate,
overlap, or conflict with the proposed amendments.
The IRFA discusses the various alternatives considered by the
Commission in connection with the proposed amendments to Rule 17Ac2-2
and Form TA-2 that might minimize the effect on small entities,
including: (a) the establishment of differing compliance or reporting
requirements or timetables that take into account the resources of
small entities; (b) the clarification, consolidation, or simplification
of compliance and reporting requirements under the proposed amendments
for small entities; (c) the use of performance rather than design
standards; and (d) an exemption from coverage of the rule or any part
thereof for small entities.
Taking into account the burden that would be imposed on small
transfer agents, the Commission is proposing that transfer agents that
meet the definition of a ``small entity'' still be required to respond
to only a portion of Form TA-2. Therefore, small entities would be
subject to a minimal amount of compliance cost under the proposal.
Accordingly, the Commission has determined that it is not feasible to
further clarify, consolidate, or simplify the proposed amendments for
``small entities.'' The Commission also believes that it would be
inconsistent with the purpose of the Exchange Act to exempt ``small
entities'' from the proposed amendments or to use performance standards
to specify different requirements for small entities.
The Commission encourages the submission of written comments with
respect to any aspect of the IRFA. Comments should specify costs of
compliance with the proposed amendments to Rule 17Ac2-2 and Form TA-2,
suggest alternatives that would accomplish the objective of proposed
amendments, or indicate how many small entities, if any, would be
subject to the rule change. A copy of the IRFA may be obtained by
contacting Lori R. Bucci, Office of Risk Management and Control,
Division of Market Regulation, Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549-1001.
VI. Paperwork Reduction Act
Certain provisions of the proposed amendments to Rule 17Ac2-2 and
Form TA-2 contain ``collection of information'' requirements within the
meaning of the Paperwork Reduction Act of 1995,\31\ and the Commission
has submitted them to the Office of
[[Page 15316]]
Management and Budget for review in accordance with 44 U.S.C. 3507(d)
and 5 CFR 1320.11. The Commission notes that it proposes to rescind
Rule 17a-24. However, the Commission proposes to keep two questions
generated by Rule 17a-24 on Form TA-2 and to add a question to Form TA-
2 about the results of the required data base searches for lost
securityholders. The title for the collection of information is:
``Transfer Agents Annual Report 17 CFR 240.17Ac2-2, Form TA-2.'' The
OMB control number for the collection of information is 3235-0337.
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\31\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------
Under the proposed amendments, Rule 17Ac2-2 would require the
collection of additional information on amended Form TA-2. First, the
proposal would eliminate the filing exception for named transfer agents
and would require every named transfer agent using a service company
for all of its transfer and processing functions to complete only the
first four questions and the signature section of Form TA-2, which
request only simple information. Second, registered transfer agents
that meet the criteria based on volume of transfer business and number
of shareholder accounts would be required to Questions 1 through 5, 10,
11, and the signature section of Form TA-2. Finally, registered
transfer agents that file a complete Form TA-2 would be required to
respond to new questions regarding the use of service companies,
amendments to Form TA-1, direct purchase and dividend reinvestment plan
accounts, buy-ins, lost securityholders, and turnaround time for
routine items.
The Commission uses the information on Form TA-2 to monitor the
annual business activities of registered transfer agents. The proposed
collection of information under amended Rule 17Ac2-2 and Form TA-2 is
intended to facilitate greater accuracy of transfer agents' records.
Furthermore, the information elicited from the additional question
regarding lost securityholders should help the Commission to assess the
effectiveness of the search requirements of Rule 17Ad-17 and the scope
of the lost securityholder problem.
The collection of information required by the proposed amendments
to Rule 17Ac2-2 and Form TA-2 should not result in any new significant
burden to transfer agents. All information required by Form TA-2 is
available in the internal files of the transfer agents and a large
portion of the information is already required by existing Commission
transfer agent rules to be calculated or maintained.
The amount of time needed to comply with the requirements of
amended Rule 17Ac2-2 and Form TA-2 would vary. There are approximately
1,210 registered transfer agents. From this total number, approximately
300 registrants would be required to complete only Questions 1 through
4 and the signature section of amended Form TA-2, which the Commission
estimates would take each registrant about 30 minutes, for a total of
150 hours (300 x .5 hours). Approximately 410 registrants would be
required to answer Questions 1 through 5, 10, and 11 and the signature
section, which the Commission estimates would take about 1 hour and 30
minutes, for a total of 615 hours (410 x 1.5 hours). The remaining
registrants, approximately 500, would be required to complete the
entire Form TA-2, which the Commission estimates would take about 6
hours, for a total of 3000 hours (500 x 6 hours). The Commission
estimates that the total burden would be 3,765 hours (150 + 615 +
3000).\32\
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\32\ 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 Rule
17Ac2-2 and Form TA-2 would be $118,597.50 annually ($31.50 x
3,765).
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The collection of information pursuant to the proposed amendments
to Form TA-2 and Rule 17Ac2-2 does not contain any new recordkeeping
requirements. Providing the information will be mandatory. Responses to
the collection of information will not be kept confidential. 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 Office
of Management and Budget control number.
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits
comments to:
(i) evaluate whether the proposed collection of information is
necessary for the proper performance of the functions of the agency,
including whether the information shall have practical utility;
(ii) evaluate the accuracy of the Commission's estimate of the
burden of the proposed collection of information;
(iii) enhance the quality, utility, and clarity of the information
to be collected; and
(iv) minimize the burden of collection of information on those who
are to respond, including through the use of automated collection
techniques or other forms for information technology.
Persons desiring to submit comments on the collection of
information requirements should direct them to the following persons:
Desk Officer for the Securities and Exchange Commission, Office of
Information and Regulatory Affairs, Office of Management and Budget,
Room 10202, New Executive Office Building, Washington, D.C. 20503; and
Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549-0609, and refer to File No.
S7-11-99. The Office of Management and Budget (OMB) is required to make
a decision concerning the collection of information between 30 and 60
days after publication of this release in the Federal Register, so a
comment to OMB is best assured of having its full effect if OMB
receives it within 30 days of this publication.
VII. Statutory Basis
Pursuant to the Exchange Act and particularly Sections 17, 17A, and
23(a) thereof, 15 U.S.C. 78q, 78q-1, and 78w(a), the Commission
proposes to amend Sec. 240.17Ac2-2 and Form TA-2 (referenced in 17 CFR
249b.102) of Chapter II of Title 17 of the Code of Federal Regulations
in the manner set forth below.
List of Subjects in 17 CFR Parts in 240 and 249b
Reporting and recordkeeping requirements, Securities.
Text of Amendment
For the reasons set forth in the preamble, the Commission proposes
to amend Chapter II of Title 17 of the Code of Federal Regulations as
follows:
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
1. The authority citation for Part 240 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee,
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k,
78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d),
77mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and
80b-11, unless otherwise noted.
* * * * *
Sec. 240.17a-24 [Removed]
2. Section 240.17a-24 is removed.
3. Section 240.17Ac2-2 is revised to read as follows:
Sec. 240.17Ac2-2 Annual reporting requirement for registered transfer
agents.
(a) Every transfer agent registered on June 30 shall file an annual
report on Form TA-2 (Sec. 249b.102 of this chapter) by August 31 of
that calendar year. Form TA-2 shall be completed in accordance with the
instructions contained in the form.
[[Page 15317]]
(1) A registered transfer agent that received fewer than 1,000
items for transfer and fewer than 1,000 items for processing in the
reporting period and that did not maintain master securityholder files
for more than 1,000 individual securityholder accounts as of June 30 of
the reporting period shall complete only Questions 1 through 5, 10, 11,
and the signature section of Form TA-2 (Sec. 249b.102 of this chapter).
(2) A named transfer agent, as defined in Sec. 240.17Ad-9(j), that
engaged a service company, as defined in Sec. 240.17Ad-9(k), to perform
all of its transfer and processing functions during the reporting
period shall complete only Questions 1 through 4 and the signature
section of Form TA-2 (Sec. 249b.102 of this chapter).
(3) A named transfer agent, as defined in Sec. 240.17Ad-9(j) that
engaged a service company, as defined in Sec. 240.17Ad-9(k), to perform
some but not all of its transfer and processing functions during the
reporting period shall complete all of Form TA-2, (Sec. 249b.102 of
this chapter) but shall enter zero (0) for those questions which relate
to functions performed by the service company on behalf of the named
transfer agent.
(b) For purposes of this section, the term reporting period shall
mean the 12 months ending June 30 of the year for which the form is
being filed.
PART 249b--FURTHER FORMS, SECURITIES EXCHANGE ACT OF 1934
4. The authority citation for Part 249b continues to read in part
as follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
5. Form TA-2 (referenced in Sec. 249b.102) is revised to read as
follows:
[Note: Form TA-2 does not and the amendments will not appear in
the Code of Federal Regulations.]
United States Securities and Exchange Commission, Washington, D.C.
20549
Instructions for Use of Form TA-2
Form TA-2 is to be used by transfer agents registered pursuant to
Section 17A of the Securities Exchange Act of 1934 for filing the
annual report of transfer agent activities.
ATTENTION: 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.
2. ``Aged record difference'', as defined in Rule 17Ad-11(a)(2),
means a record difference that has existed for more than 30 calendar
days.
3. ``ARA'' means the appropriate regulatory agency, as defined in
Section 3(a)(34)(B) of the Act.
4. ``Form TA-2'' includes the Form TA-2 itself and any attachments.
5. ``Lost securityholder'', as defined in Rule 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.
6. ``Named transfer agent'', as defined in Rule 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.
7. ``Outside registrar'', as defined in Rule 17Ad-1(b), means a
transfer agent which performs only the registrar function for the
certificate or certificates presented for transfer and includes the
persons performing similar functions with respect to debt issues. See
also Section 3(a)(25)(B) of the Act.
8. ``Record difference'' means any of the imbalances described in
Rule 17Ad-9(g).
9. ``Registrant'' means the transfer agent on whose behalf the Form
TA-2 is filed.
10. ``Reporting period'' means the 12 months ending June 30 of the
year for which Form TA-2 is being filed.
11. ``Rule'' or ``Rules'' are found in Volume 17, Section 240 of
the Code of Federal Regulations (CFR) (e.g., Rule 17Ad-1 is found at 17
CFR 240.17Ad-1).
12. ``SEC'' means the United States Securities and Exchange
Commission.
13. ``Service company'' means the registered transfer agent engaged
by a named transfer agent to perform transfer agent functions for that
named transfer agent, as defined in Rule 17Ad-9(k).
14. ``Transfer agent'', as defined in Section 3(a)(25) of the Act,
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.
B. Who Must File; When to File
1. Every transfer agent that is registered on June 30 shall file
Form TA-2 in accordance with the instructions contained therein by
August 31 of that calendar year.
a. A registered transfer agent that received fewer than 1,000 items
for transfer and fewer than 1,000 items for processing during the
reporting period and that did not maintain master securityholder files
for more than 1,000 individual securityholder accounts as of June 30 of
the reporting period is required to complete only Questions 1 through
5, 10, and 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 and processing functions during the reporting
period is required to complete only Questions 1 through 4 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 and processing 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 Registrant's filing date provided that the filing complies with all
applicable requirements. A filing that does not comply with applicable
requirements may be rejected by the SEC. The SEC's receipt of a filing,
however, shall not constitute an SEC finding that the filing has been
filed as required or that the information therein is accurate, current,
or complete.
C. Number of Copies; How and Where to File.
The Registrant must file the original and two copies of Form TA-2
with the SEC. The original copy of Form TA-2 must be manually signed
and any additional copies may be photocopies of the signed original
copy. All copies must be legible and on good quality 8\1/2\ x 11 inch
white paper. The Registrant must keep an exact copy of any filing for
its records.
The Registrant must file Form TA-2 directly with the SEC at:
Securities and
[[Page 15318]]
Exchange Commission, Office of Filings and Information Services, Mail
Stop A-2, 450 5th Street, N.W., Washington, DC 20549.
II. Special Instructions for Filing Form TA-2
A. Indicate the year for which Form TA-2 is filed in the box at the
upper left hand corner. A transfer agent registered on June 30 shall
file Form TA-2 by August 31 of that calendar year even if the transfer
agent conducted business for less than the entire reporting period.
B. In answering Question 4, indicate the number of items received
for transfer and the number of items received for processing during the
reporting period. Omit the purchase and redemption of open-end
investment company shares. Report those items in response to Question
9.
C. In answering Questions 5 and 6, include closed-end investment
company securities in the corporate equity securities category.
In answering Question 5.a, include direct purchase and dividend
reinvestment plan accounts in the total number of individual
securityholder accounts maintained. In Question 5.b., include dividend
reinvestment plan accounts only. In Question 5.c., include direct
purchase plan accounts only. In Question 5.d., include American
Depositary Receipts (ADRs) in the corporate equity or corporate debt
category, as appropriate, and include direct purchase and dividend
reinvestment plan accounts in the corporate equity or open-end
investment company securities category, as appropriate.
In answering Question 6, all series of debt securities issued under
a single indenture are to be counted as one issue. Open-end investment
company securities portfolios are to be counted as one issue per CUSIP
number.
D. In answering Question 8.c., exclude coupon payments and
transfers of record ownership as a result of corporate actions.
E. In answering Question 9, exclude non-value transactions such as
name or address changes.
III. Federal Information Law and Requirements
SEC's Collection of Information: An Agency may not conduct or
sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid control number. Under
Sections 17, 17A(c) and 23(a) of the Act and the rules and regulations
thereunder, the SEC is authorized to solicit from registered transfer
agents the information required to be supplied on Form TA-2. The filing
of this Form is mandatory for all registered transfer agents. The
information will be used for the principal purpose of regulating
registered transfer agents but may be used for all routine uses of the
SEC or of the ARAs. Information supplied on this Form will be included
routinely in the public files of the ARAs and will be available for
inspection by any interested person. Any member of the public may
direct to the Commission any comments concerning the accuracy of the
burden estimate on the application facing page of this Form, and any
suggestions for reducing this burden. This collection of information
has been reviewed by the Office of Management and Budget in accordance
with the clearance requirements of 44 U.S.C. 3507. The applicable
Privacy Act system of records is SEC-2. This form is subject to the
routine uses set forth at 40 FR 39255 (Aug. 27, 1975) and 41 FR 5318
(Feb. 5, 1976).
File Number:
----------------------------------------------------------------------
For the reporting period ending June 30, ________
United States Securities and Exchange Commission, Washington, D.C.
20549
FORM TA-2--Form for Reporting Activities of Transfer Agents Registered
Pursuant to Section 17A of the Securities Exchange Act of 1934
1. Full name of Registrant as stated in Question 3 of Form TA-1:
(Do not use Form TA-2 to change name or address.)
----------------------------------------------------------------------
2. a. During the reporting period, has the Registrant engaged a
service company to perform any of its transfer and processing
functions? (Check appropriate box.)
____ All ____ Some ____ None
b. If the answer to subsection (a) is all or some, list on the
lines provided the name(s) and address(es) of all service
company(ies) engaged.
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
3. a. Appropriate regulatory agency (Check one box only.)
____ Comptroller of the Currency
____ Federal Deposit Insurance Corporation
____ Board of Governors of the Federal Reserve System
____ Securities and Exchange Commission
b. During the reporting period, has the Registrant amended Form
TA-1 within 60 calendar days following the date on which information
reported therein became inaccurate, incomplete, or misleading?
(Check appropriate box.)
____ Yes, filed amendment(s)
____ No, failed to file amendment(s)
____ Not applicable
c. If the answer to subsection (b) is no, provide an explanation
on the lines provided.
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
If the response to any question is none or zero, enter
``0''
4. Number of items received during the reporting period:
a. Transfer............................................ ________
b. Processing (outside registrar function)............. ________
[[Page 15319]]
5. a. Number of individual securityholder accounts, ________
including direct purchase and dividend reinvestment plan
accounts, maintained as of June 30........................
b. Number of individual securityholder dividend ________
reinvestment plan accounts maintained as of June 30...
c. Number of individual securityholder direct purchase ________
plan accounts maintained as of June 30................
d. Approximate percentage of individual securityholder
accounts, including direct purchase and dividend
reinvestment plan accounts, from subsection (a)
maintained in the following categories as of June 30:.
--------------------------------------------------------------------------------------------------------------------------------------------------------
Corporate debt Open-end investment Limited partnership Municipal debt
Corporate equity securities securities company securities securities securities Other securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------------------------------
6. Number of securities issues for which Registrant acts in the
following capacities, as of June 30:
a. Receives items for transfer and maintains the master
securityholder files:
b. Receives items for transfer but does not maintain the master
securityholder files:
c. Does not receive items for transfer but maintains the master
securityholder files:
--------------------------------------------------------------------------------------------------------------------------------------------------------
Corporate debt Open-end investment Limited partnership Municipal debt
Corporate equity securities securities company securities securities securities Other securities
--------------------------------------------------------------------------------------------------------------------------------------------------------
a.
b.
c.
--------------------------------------------------------------------------------------------------------------------------------------------------------
7. a. Number and aggregate market value of securities aged record
differences, existing for more than 30 days, as of June 30: ...........
i. Number of issues.................................... ______
ii. Market value (in dollars).......................... ______
b. Number of quarterly reports regarding buy-ins filed ______
by the Registrant with its ARA (including the SEC)
during the reporting period pursuant to Rule 17Ad-
11(c)(2)..............................................
c. During the reporting period, has the Registrant been
notified by its ARA (including the SEC) that it failed
to file quarterly reports regarding buy-ins pursuant
to Rule 17Ad-11(c)(2)?................................
____ Yes ____ No
d. If the answer to subsection (c) is yes, provide an
explanation for each notification on the lines
provided..............................................
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
8. Scope of certain additional types of activities performed:
a. Number of issues for which dividend reinvestment ______
plan services are provided, as of June 30.............
b. Number of issues for which direct purchase plan ______
services are provided, as of June 30..................
c. Dividend disbursement and interest paying agent
activities conducted during the reporting period:
i. number of issues.................................... ______
ii. amount (in dollars)................................ ______
9. Number of open-end investment company securities purchases and
redemptions (``transactions'') excluding dividend and distribution
postings processed during the reporting period:
a. Total number of transactions processed.............. ______
b. Number of transactions processed on a date other ______
than date of receipt of order (``as ofs'')............
10. a. Number of lost securityholder accounts as of June 30 ______
b. Percentage of total accounts represented by lost ______
securityholder accounts as of June 30.................
c. Number of lost securityholder accounts that have ______
been remitted to states during the reporting period...
d. Percentage of total accounts represented by lost ______
securityholder accounts that have been remitted to
states as of June 30..................................
11. Number of lost securityholder accounts listed on the transfer
agent's master securityholder files during the reporting period:
a. For which a first data base search has been ______
conducted.............................................
b. For which a correct address has been obtained ______
through the first data base search....................
c. For which a second data base search has been ______
conducted.............................................
d. For which a correct address has been obtained ______
through the second data base search...................
12. a. During the reporting period, has the Registrant (except when
acting as an outside registrar) always been in compliance with the
turnaround time for routine items as set forth in Rule 17Ad-2(a)?
____ Yes ______ No
If the answer to subsection (a) is no, complete subsections (i) through
(iii).
i. Provide the number of months during the reporting ______
period in which the Registrant was not in compliance
with the turnaround time for routine items according
to Rule 17Ad-2(a).....................................
ii. Provide the number of written notices Registrant ______
filed during the reporting period with the SEC and
with its ARA pursuant to Rule 17Ad-2(c) that reported
its noncompliance with turnaround time for routine
items according to Rule 17Ad-2(a).....................
iii. Provide the number of times during the reporting ______
period that the Registrant was notified by its ARA
that it failed to file written notices with its ARA
pursuant to Rule 17Ad-2(c) to report its noncompliance
with turnaround time for routine items according to
Rule 17Ad-2(a)........................................
b. Has the Registrant, acting as an outside registrar, always been in
compliance during the reporting period with the turnaround time for
routine items as set forth in Rule 17Ad-2(b)?
____ Yes ______ No
If the answer to subsection (b) is no, complete subsections (i) through
(iii).
[[Page 15320]]
i. Provide the number of months during the reporting ______
period in which the Registrant was not in compliance
with the turnaround time for routine items according
to Rule 17Ad-2(b).....................................
ii. Provide the number of written notices Registrant ______
filed during the reporting period with the SEC and
with its ARA pursuant to Rule 17Ad-2(d) that reported
its noncompliance with turnaround time for routine
items according to Rule 17Ad-2(b).....................
iii. Provide the number of times during the reporting ______
period that the Registrant was notified by its ARA
that it failed to file written notices with its ARA
pursuant to Rule 17Ad-2(d) to report its noncompliance
with turnaround time for routine items according to
Rule 17Ad-2(b)........................................
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 the person
signing the Form, hereby represent that all the information
contained in the Form is true, correct, and complete.
Manual signature of Official responsible for Form:
----------------------------------------------------------------------
Title:
----------------------------------------------------------------------
Telephone number:
----------------------------------------------------------------------
Name of Official responsible for Form: (First name, Middle name,
Last name)
----------------------------------------------------------------------
Date signed (Month/Day/Year):
----------------------------------------------------------------------
By the Commission.
Dated: March 23, 1999.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-7840 Filed 3-30-99; 8:45 am]
BILLING CODE 8010-01-P
