SEC documentation on Transfer Agents

Transfer agents record changes of ownership, maintain the issuer’s security holder records, cancel and issue certificates, and distribute dividends. Because transfer agents stand between issuing companies and security holders, efficient transfer agent operations are critical to the successful completion of secondary trades. Section 17A(c) of the 1934 Act requires that transfer agents be registered with the SEC, or if the transfer agent is a bank, with a bank regulatory agency. There is no SRO that governs transfer agents. The SEC therefore has promulgated rules and regulations for all registered transfer agents, intended to facilitate the prompt and accurate clearance and settlement of securities transactions and that assure the safeguarding of securities and funds. The rules include minimum performance standards regarding the issuance of new certificates and related recordkeeping and reporting rules, and the prompt and accurate creation of security holder records and the safeguarding of securities and funds. The SEC also conducts inspections of transfer agents.

Information About Transfer Agent Registration

Note: Persons interested in registering as a transfer agent must 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, before registering as a transfer agent.

The following is a brief overview of the transfer agent registration process and the annual reporting requirement for registered transfer agents. It is not intended to be, and should not be viewed as, a substitute for reviewing all applicable provisions of the securities acts, the rules promulgated thereunder, and the applicable forms.

Note: The Commission recently adopted rule amendments to mandate electronic filing of Forms TA-1, TA-2, and TA-W on the Commission’s EDGAR database. The amendments will be effective January 11, 2007. For more information please see release number 34-54864.

Transfer Agent Registration

Addresses for the ARAs can be found in the instructions to Form TA-1.

Transfer Agent Annual Reporting Requirement

Withdrawal from Registration as a Transfer Agent

Transfer Agent Items to Note:

Rules

See Nationally Recognized Statistical Rating Organizations to find specific citations.

Interpretive Releases

No-Action Letters