FormTA1_20161231_i

Board of Governors of the Federal Reserve System
Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency

Instructions for Preparation of

Transfer Agent Registration and Amendment Form

Reporting Form TA-1
Effective December 2016

INSTRUCTIONS FOR FILING AND AMENDING

Form TA-1

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.

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.
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.
Form TA-1
Instructions

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. total assets exceeding $10,000,000 and a class
of equity security (other than an exempted
security) held of record by either 2,000 persons,
or 500 persons who are not accredited investors
TA-1-1
December 2016

Instructions

(as such term is defined by the Commission), and
2. in the case of an issuer that is a bank, a savings
and loan holding company (as defined in section 10 of the Home Owners’ Loan Act), or a
bank holding company, as such term is defined
in section 2 of the Bank Holding Company Act
of 1956 (12 U.S.C. 1841), has total assets
exceeding $10,000,000 and a class of equity
security (other than an exempted security) held
of record by 2,000 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 subsections
(g)(2)(B) (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)(A) 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, Federal savings 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
Asset Management Division
Washington, DC 20219
For Information: Telephone (202) 649–6360
2. A state-chartered bank which is a member of
the Federal Reserve System, a subsidiary
thereof, a bank holding company, a savings and
loan holding company, or a state-chartered
TA-1-2
Instructions

trust company or other entity that is a bank
within the meaning of the Act that is not
required to register with the OCC or FDIC and
that is a subsidiary of a bank holding company, registers with the Board of Governors of
the Federal Reserve System by submitting a
Portable Document Format (“PDF”) version
of the form and attachments to the designated
email address
[email protected].
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.
3. A state-chartered bank (other than a bank
which is a member of the Federal Reserve
System), or a subsidiary thereof, or a state savings association, or a subsidiary thereof, which
is insured by the Federal Deposit Insurance
Corporation, registers with the Federal Deposit
Insurance Corporation by either mailing or
submitting an electronic copy of the form
(available at www.fdic.gov) and attachments to
the secure email address [email protected]. Report the form and attachments in
Portable Document Format (“PDF”). The
form may be mailed to the following address:

Federal Deposit Insurance Corporation
Division of Supervision and Consumer
Protection
Policy and Program Development Section
ATTN: Registered Transfer Agents
550- 17th Street, NW
Washington, DC 20429
For information contact the FDIC’s Division
of Risk Management Supervision, Policy and
Program Development Section, Registered
Transfer Agents, at telephone number (678)
916–2289.
4. All other transfer agents register with the Securities and Exchange Commission, using the
SEC's electronic version of Form TA-1, located
at: http://www.sec.gov/about/forms/
formta-1.pdf

Registrants file electronically in EDGAR. Registrants should refer to the EDGAR Filer
Form TA-1
December 2016

Instructions

Manual, which is available at the SEC’s web
site (www.sec.gov) for the instructions on preparing the form.
E. Number of Copies. OCC registrants must file the
original copy of any registration or amendment.
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.
FRB and FDIC registrants must file a manually
signed original copy, and must keep an exact copy
of any filing for its records.
F. Effective Dates. 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.
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. When amending Form TA-1, the registrant
must identify itself and the filing by answering
Questions 1 through 3. Thereafter, only answer
questions that require amending. When adding
new information, enter that information into the
appropriate spaces. The form is completed only
after signing and completing questions 14–16
(name of person, signature and date).

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. When
filing an amendment please refer to Section G.
Form TA-1
Instructions

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.
Item 3
The name of the “Registrant” is the current name of
the organization, such as a bank, trust company, savings bank, bank holding company, or a subsidiary
organization. It is never the name of a person.
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 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 following the steps
described on the DTC web site (www.dtc.org), and
clicking on the section entitled “Underwriting.” There
is a one-page application posted at that location that
can be downloaded and printed.
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
TA-1-3
December 2016

Instructions

wants official mail sent. A post office box is acceptable.
The full nine-digit Zip Code (12345-6789) is preferred.

known as a “private label” transfer agent. Refer to the
definition of a transfer agent in Item A.7 on page 1for
examples of transfer agent functions.

Item 7
Provide a telephone number for the appropriate individual or department at the Registrant to whom questions may be addressed.

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.

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.”
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
TA-1-4
Instructions

Do not list any EDP servicers (such as SEI 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(a)(3), 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.
Form TA-1
December 2016

Instructions

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.

Form TA-1
Instructions

Information supplied on this Form will be available for
inspection by any interested person.

TA-1-5
December 2016