Form FR TA-1 FR TA-1 Transfer Agent Registration Form

REGISTERED TRANSFER AGENTS
FORM TA-1

Form for Registrations
and Updating Amendments

Revised 07-2001

Part I - GENERAL INSTRUCTIONS
• Terms and Abbreviations.....................................................................................................1
• Who Must File......................................................................................................................2
• Where to File .......................................................................................................................2
• When to File (Registrations) ................................................................................................2
• When to File (Amendments)................................................................................................3
• Number of Copies................................................................................................................3
Part II - SPECIAL (item-by-item) INSTRUCTIONS ..........................................................................4
Part III- NOTICE................................................................................................................................5

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
FEDERAL DEPOSIT INSURANCE CORPORATION
OFFICE OF THE COMPTROLLER OF THE CURRENCY

OFFICIAL USE
REG/FILE NUMBER

TRANSFER AGENT REGISTRATION AND AMENDMENT FORM
FORM TA-1

Agency OMB No.
FDIC 3064-0026
FRB
7100-0099
OCC
1557-0124

Expiration
Date
08/31/2007
04/30/2007
11/30/2007

Please print or type all responses. Complete all items for both registrations and amendments. Read all instructions before completing the form.
Detailed guidance for each item on Form TA-1 appears in Part II (Special Instructions) of the Instructions for Form TA-1.

1.

APPROPRIATE REGULATORY AGENCY (Check One)
Comptroller of the Currency
Federal Deposit Insurance Corporation
Board of Governors of the Federal Reserve System

2.

FILING STATUS OF THIS FORM (Check One)
Registration
Amendment to Registration

3.

FULL NAME OF REGISTRANT ORGANIZATION

Previous Name of Registrant Organization (If Being Amended for Name Change):

4.

FINANCIAL INDUSTRY NUMBER STANDARD (FINS) NUMBER

5.

MAIN OFFICE LOCATION OF REGISTRANT

6.

MAILING ADDRESS

7.

TELEPHONE NUMBER

8.

PRINCIPAL LOCATION OF THE REGISTRANT WHERE TRANSFER AGENT PROCESSING ACTIVITIES ARE
CONDUCTED.
(If Different from Response to Question 5)

Number and Street

Number and Street

Area Code

Number and Street

9.

City

State

9-Digit Zip Code

City

State

9-Digit Zip Code

Number

City

State

9-Digit Zip Code

LIST ALL OTHER LOCATIONS OF THE REGISTRANT, WHERE TRANSFER AGENT PROCESSING ACTIVITIES ARE
(Locations Different from Responses to Question 5 and 8 above.)
CONDUCTED.
Number and Street

City

State

9-Digit Zip Code

FORM TA-1 (Page 2)

10.

DOES REGISTRANT ACT (OR WILL IT ACT) AS A TRANSFER AGENT SOLELY FOR ITS OWN SECURITIES AND/OR
SECURITIES OF AN AFFILIATE(S)?
Yes
No

11.

HAS THE REGISTRANT CONTRACTED TO HAVE AN OUTSIDE ORGANIZATION PERFORM TRANSFER AGENT
FUNCTIONS IN THE REGISTRANT'S NAME? ("PRIVATE LABEL" Servicing)
No
If Yes, List the Name(s) of Private Label Transfer Agents)

ARA-Assigned Registered Transfer Agent Number

8

-

8

-

8

(ARA = "Appropriate Regulatory Agency")

12.

DOES THE REGISTRANT PERFORM ANY PRIVATE LABEL TRANSFER AGENT SERVICES FOR ANOTHER
REGISTERED TRANSFER AGENT?
No
If Yes, List the Name(s) of the Named Transfer Agents

ARA-Assigned Registered Transfer Agent Number

8

-

8

-

8

-

8

-

8

(ARA = "Appropriate Regulatory Agency")

13. EXECUTION:

The Registrant submitting this Form, and the person executing it, hereby represent that all the information contained
herein is true, correct, and complete.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations. See 18 U.S.C. 1001 and 15
U.S.C. 78ff(a).

14. FULL NAME AND TITLE OF OFFICIAL RESPONSIBLE FOR FORM (Print or Type)
[First Name]

[Full Middle Name]

[Last Name]

15. SIGNATURE OF OFFICIAL RESPONSIBLE FOR FORM

[Title]

16. DATE

FORM TA-1
TRANSFER AGENT REGISTRATION AND AMENDMENT FORM
DISCLOSURE OF ESTIMATED REPORTING BURDEN
An agency may not conduct or sponsor, and an organization (or a person) is not required to respond to, a collection of information unless it displays
a currently valid OMB control number.
Public reporting for this collection of information is estimated to average 1.25 hours per registration, and 10 minutes per updating amendment,
including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and
reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including
suggestions for reducing this burden, to:
Secretary, Board of Governors of the Federal Reserve System, Washington, DC 20551; or
•
Assistant Executive Secretary (Regulatory Analysis), FDIC, Washington, DC 20429; or
•
Legislative and Regulatory Activities Division, Office of the Comptroller of the Currency, Washington, DC 20219;
•
and to the Office of Management and Budget, ATTN: Paperwork Reduction Project (7100-0099, 1557-0124, 3064-0026), Washington, DC 20503.

INSTRUCTIONS FOR USE
GENERAL: 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, or the Federal Deposit Insurance Corporation pursuant to
Section 17A of the Securities Exchange Act of 1934.
ATTENTION: Certain statutes applicable to transfer agents are referenced or summarized below. Transfer agents are
urged to review all applicable provisions of the Federal securities laws.
NOTE: Detailed guidance for each item on Form TA-1 appears under Part II - Special Instructions for Completing Form TA-1. See page 4.

Part 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 on page .
3. "Federal Bank Regulators" or "FBRs" refers to the Office of the Comptroller of the Currency ("OCC"), the Board of
Governors of the Federal Reserve System ("FRB"), and the Federal Deposit Insurance Corporation ("FDIC").
4. "Form TA-1" includes the Form and any attachments, whether filed as a registration or an amendment.
5. "Registrant" refers to the entity on whose behalf Form TA-1 is filed.
6. "SEC" refers to the Securities and Exchange Commission.
7. "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.
8. Examples of transfer agent functions include maintaining records of securityholders, maintaining records of securities
and securities certificates issued, transferring ownership of securities, countersigning securities upon issue,
monitoring an issue of securities to preclude over- or under-issuance, and the exchanging or converting of securities.
"Book-issue" securities (those where no securities certificates are issued) are also included.

B. Who Must File. Under Section 17A(c)(1) of the Act, it is unlawful for any transfer agent to perform any transfer agent
function with respect to any qualifying security unless that transfer agent is registered with its ARA.
A "qualifying security" is any security registered under Section 12 of the Act. Thus, qualifying securities include
securities registered on a national securities exchange pursuant to Section 12(b) of the Act, as well as equity
securities registered pursuant to Section 12(g)(1) of the Act for issuers that have:
1. a class of equity securities (other than exempted securities) held of record by 500 or more persons, and
2. total assets exceeding $10,000,000.
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 subsections (g)(2)(B) (mutual funds and investment companies) and (g)(2)(G) (insurance
companies), 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
register on Form TA-1 with its current ARA. Instructions for amending Form TA-1 appear at General Instruction G,
on page 3.

D. How and Where to File. Each registrant must file Form TA-1 with its own current ARA. The FBRs will send copies
of the submitted filings to the SEC on behalf of their registrants.
A registrant may determine the name and address of its ARA from the following:
1. A national bank or a bank operating under the Code of Law for the District of Columbia, or a subsidiary of any
such bank, registers with the Comptroller of the Currency at:
Office of the Comptroller of the Currency
Administrator of National Banks
Asset Management Division
Washington, DC 20219
For Information: Telephone (202) 874-4447

2. A state-chartered bank which is a member of the Federal Reserve System, a subsidiary thereof, a bank holding
company, or a state-chartered trust company which is a subsidiary of a bank holding company, registers with the
Board of Governors of the Federal Reserve System at:
Board of Governors of the Federal Reserve System
Division of Banking Supervision and Regulation
ATTN: Peggy Wolffrum
Transfer Agent Records - Stop 183
Washington, DC 20551
For Information: Telephone (202) 452-2837
Note: All other non-bank subsidiaries of a bank holding company, other than those cited above, register with the
Securities and Exchange Commission. See below.

Form TA-1 Instructions

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Revised 07-2001

3. A state-chartered bank which is insured by the Federal Deposit Insurance Corporation (other than a bank which is a
member of the Federal Reserve System), or a subsidiary thereof, registers with the Federal Deposit Insurance
Corporation at:
Federal Deposit Insurance Corporation
Division of Supervision and Consumer Protection
Special Activities Section
ATTN: Registered Transfer Agents
550 - 17th Street, NW
Washington, DC 20429
For Information:

Telephone (202) 898-7496

4. All other transfer agents register with the Securities and Exchange Commission, using the SEC's version of Form TA-1, at:
Securities and Exchange Commission
Office of Applications and Report Services
Mail Stop A-2
Washington, DC 20549
For Information:

Contact John Greely by
Internet E-Mail to: [email protected]

E. Number of Copies. FBR registrants must file the original and two copies of any registration or amendment with their
respective ARA.
The original copy of Form TA-1 must be manually signed and any additional copies may be photocopies of the
signed original copy. All copies must be legible, on good quality 8-1/2 x 11 inch white paper. The registrant must
keep an exact copy of any filing for its records.

F. Effective Dates. Registration of a transfer agent becomes effective forty-five 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.

G. 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.

Form TA-1 Instructions

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Revised 07-2001

Part II - Special Instructions for Completing Form TA-1
General. Respond in full to all questions. If the appropriate response to a question is "none", or "not applicable",
respond with "None" or "N/A", respectively.

Item 1.

In determining which regulatory agency Form TA-1 is filed with, refer to General Instruction D above: How
and Where to File, on page 2.

Item 2.

A filing on Form TA-1 is either an initial registration or an updating amendment. If this is the first time a Form
TA-1 has ever been filed with the regulatory agency indicated in Item 1, check the Registration block. If you
are changing information on an earlier Form TA-1 with the same agency, check the Amendment block.
The name of the "Registrant" is the current name of the organization, such as a bank, trust company, bank
holding company, or a subsidiary organization. It is never the name of a person.

Item 3.

If the amendment reflects a name change of the Registrant organization, the previous name is also to be
indicated.
Item 4.

The term "Financial Industry Number Standard" ("FINS" number) means a six-digit number assigned by
Omgeo, an affiliate of Depository Trust Company, to organizations engaged in securities transactions.
Registrants may determine if their institution has a FINS number by telephoning Omgeo Product Operations
at (212) 855-2264 or (toll-free) at (877) 664-3625.
Registrants that do not have a FINS number may obtain one free of charge by writing to Omgeo,
Product Operations, 55 Water Street - 51st Floor, New York, New York 10041, or
sending a FAX to Omgeo, Product Operations, at (212) 855-5445.
When requesting a FINS number, use the registrant organization’s letterhead paper for the letter or FAX
(there is no form). Provide the registrant organization's name, address, and type of business (such as "bank"
or "nonbank transfer agent"). Be sure to include a signature at the bottom of the request letter or FAX. If you
also include your return E-Mail address, Omgeo will provide an E-Mail notification of the newly-assigned FINS
Number.

Item 5.

State the full street address of the Registrant's principal or main office. This should be the headquarters or
principle administrative office of the Registrant, not necessarily the "official" main office listed by bank
regulators. A post office box is not acceptable. The full nine-digit Zip Code (12345-6789) is preferred. Do
not enter the address of any servicer organization.

Item 6.

If the mailing address is different from that given in Item 5, state the full address to which the Registrant wants
official mail sent. A post office box is acceptable. The full nine-digit Zip Code (12345-6789) is preferred.

Item 7.

Provide a telephone number for the appropriate individual or department at the Registrant to whom questions
may be addressed.

Item 8.

Indicate the principal transfer agent location of the Registrant where transfer agent processing takes place, if
different from Item 5. A post office box is not acceptable. The full nine-digit Zip Code (12345-6789) is
preferred. Do not enter the address of any servicer organization.

Item 9.

List any other locations of the Registrant where transfer agent processing activities take place, if different
from Items 5 and 8. A post office box number is not acceptable. Do not enter the address of any servicer
organization.

Item 10.

The answer to this question should reflect all securities transferred by the Registrant organization, in all
Divisions and/or locations of the Registrant, including any Trust Department. If a Registrant transfers any
securities other than its own or those of an affiliate, the question should be answered "No."
If the Registrant transfers any mutual funds, including "proprietary" mutual funds affiliated with a bank or its
parent company, Item 10 is to be answered "No."

Form TA-1 Instructions

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Revised 07-2001

For purposes of this form, 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.
Item 11.

If the Registrant contracts with an outside service company to perform the functions of a transfer agent in the
Registrant's name, the outside service company must also be a Registered Transfer Agent. In this
arrangement, the outside service company is often known as a "private label" transfer agent. Refer to the
definition of a transfer agent in Item A.7 on page 1 for examples of transfer agent functions.
Any private label transfer agent(s) used by the Registrant are to be listed in this item. Enter the name of the
private label servicer and its ARA-assigned Registered Transfer Agent Number.
Do not list any EDP servicers (such as SEI, DST or SunGard), even if they maintain records for transfer agent
activities.
If additional space is needed to answer this question, photocopy the appropriate page of a blank Form TA-1,
and continue such answers thereon.

Item 12.

If the Registrant performs any "private label" transfer agent servicing for another Registered Transfer Agent
(the "Named" Transfer Agent), enter the name of the other Registered Transfer Agent and its ARA-assigned
Transfer Agent Number. For an explanation of the term "private label", refer to Item 11.
If additional space is needed to answer this question, photocopy the appropriate page of a blank Form TA-1,
and continue such answers thereon.

Items 13 through 16.
The name of the individual signing Form TA-1 shall be stated in full (i.e., first name, middle name, and last
name). Initials are not acceptable, unless they are part of the individual's legal name.
Execution of Form TA-1 and Amendments Thereto. Any officer or director of the Registrant may execute
Form TA-1 and any amendments thereto at Item 15 on behalf of the Registrant.

Part III Notice
Under Sections 17, 17A(c), and 23(a) of the Act and the rules and regulations thereunder, the ARA's are 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 ARA 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 ARA should allow an application for
registration to become effective or should deny, accelerate, or postpone registration to an applicant.
Information supplied on this Form will be available for inspection by any interested person.

Form TA-1 Instructions

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Revised 07-2001