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C. A bank insured by the Federal Deposit Insurance Corporation (other than a bank which is a member bank of the Federal Reserve System) or a subsidiary thereof registers with the Federal Deposit Insurance Corporation.

D. All other transfer agents register with the Securities and Exchange Commission.

3. Transfer agents are required to file six completed copies of Form TA-1 with the appropriate regulatory agency, as described in instruction 2 immediately above, in accordance with the following instructions:

A. For transfer agents registering with the Comptroller of the Currency, six copies of Form TA-1 are to be filed with the Office of the Comptroller of the Currency, Administrator of National Banks, Washington, D.C. 20219.

B. For transfer agents registering with the Board of Governors of the Federal Reserve System, four copies of Form TA-1 are to be filed with the Board of Governors of the Federal Reserve System, Washington, D.C. 20551, and two copies of Form TA-1 are to be filed with the Federal Reserve Bank of the District in which registrants' principal banking operations are conducted.

C. For transfer agents registering with the Federal Deposit Insurance Corporation, six copies of Form TA-1 are to be filed with the Federal Deposit Insurance Corporation, Washington, D.C. 20429.

D. For transfer agents registering with the Securities and Exchange Commission, six copies of Form TA-1 are to be filed with the Securities and Exchange Commission, Washington, D.C. 20549.

An exact copy of Form TA-1 should be retained for your records.

4. The date on which a Form TA-1 is received by the appropriate regulatory agency shall be the date of filing thereof if all the requirements with respect to filing have been complied with. A Form TA-1 which is not prepared and executed in compliance with applicable requirements may be returned as not acceptable for filing. However, acceptance of Form TA-1 shall not constitute any finding that it has been filed as required or that the information submitted is true, current, or complete.

5. Copies of Form TA-1 and Schedules A and B may be duplicated and are acceptable for filing provided an original, manual signature is affixed to the execution section of each copy. Except as set forth in instruction 20, Form TA-1 and Schedules A and B may be duplicated by any method producing legible copies, of type size identical to that in the Form, on good quality, unglazed, white paper, 81⁄2 x 11 inches in size.

6. If Form TA-1 is filed by a corporation, it shall be signed in the name of the corporation by a principal officer duly author

ized; if it is filed other than by a corporation, it shall be signed by a duly authorized principal of the organization filing the Form. As used in this Form, principal officer means the chairman of the board of directors, vice chairman of the board of directors, chairman of the executive committee, president, vice president, treasurer, secretary, comptroller, or any other person performing a similar function.

7. If the space provided for any answer on Form TA-1 is insufficient, the complete answer shall be prepared on Schedule A, which shall be attached to the Form.

8. Individuals' names, except for executing signatures, shall be given in full wherever required (last name, first name, middle name). The full middle name is required. Initials are not acceptable unless the individual legally has only an initial.

9. Unless the context otherwise requires, "registrant" means the entity on whose behalf Form TA-1 is filed, whether as a registration or as an amendment to a previously filed Form TA-1.

10. The information contained in Form TA-1 shall be amended upon the happening of certain events (See instruction 15 relating to amendments to Form TA-1).

11. Section 17(c)(1) of the Act, among other things, requires every transfer agent who files a registration form or amendment thereto with the Board of Governors of the Federal Reserve System, the Comptroller of the Currency or the Federal Deposit Insurance Corporation to file a copy of such registration form or amendment with the Securities and Exchange Commission. The Securities and Exchange Commission and the federal bank regulatory agencies have developed procedures pursuant to which the federal bank regulatory agencies will transmit a copy of any registration form or amendment filed with them to the Securities and Exchange Commission. Accordingly, such filings with the federal bank regulatory agencies by transfer agents for which the Securities and Exchange Commission is not the appropriate regulatory agency will constitute filings with the Securities and Exchange Commission for purposes of section 17(c) (1) of the Act.

12. The term "transfer agent" is defined in section 3(a) (25) of the Act to mean any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (1, countersigning such securities upon issuance; (1) monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar, (iii) registering the transfer of such securities, (iv) exchanging or converting such securities, or (v) transferring record ownership of securities by bookkeeping entry without physical issuance of securities cer

tificates. The term "transfer agent" does not include any insurance company or separate account which performs such functions solely with respect to variable annuity contracts or variable life policies which it issues or any registered clearing agency which performs such functions solely with respect to options contracts which it issues.

13. In response to any item (except item 7(a)) of Form TA-1 which requires information about "transfer agent activities," "transfer agent functions," "transfer agent operations," "securities" or "issues," the response should encompass all securities (e.g., municipal securities, debt securities, preferred stock, common stock) for which registrant acts as transfer agent, as defined in Section 3(a) (25) of the Act. The response should not be limited to securities registered under Section 12 of the Act or which would be required to be registered except for the exemption from registration provided by subsection (g) (2) (B) or (g) (2) (G) of section 12 of the Act. (See instruction 19 in responding to item 7 of Form TA−1.)

II. Instructions Relating to Filing Form TA-1 as a Registration Form. 14. If Form TA1 is being filed as a registration form, all applicable items are required to be answered in full. If any item is not applicable, respond with "none" or "N/A" (not applicable), as appropriate.

III. Instructions Relating to Filing Form TA-1 as an Amendment to a Registration Form. 15. Within twenty-one calendar days following the date on which information reported at items 1-6 of Form TA-1 becomes inaccurate, incomplete or misleading, the registrant shall file an amendment on Form TA-1 correcting the inaccurate, incomplete or misleading information. Within thirty calendar days following the close of any calendar year (beginning with the period from the date as of which registrant's application is prepared to December 31, 1976) during which the information required by item 7 of Form TA-1 becomes inaccurate, incomplete or misleading, the registrant shall file an amendment on Form TA-1 correcting the inaccurate, incomplete or misleading information. The information reported at items 8-12 of Form TA-1 need not be amended after registration has become effective.

16. If an item is amended, the registrant must answer all other items on the page on which the amended item appears and must file six copies of the new page, each with an updated and properly completed execution page. Unless a schedule or an attachment is being amended, it is not necessary to file a new schedule or attachment pertaining to an unamended item on a page which is filed because such page contains an amended item.

IV. Instructions as to SPECIFIC ITEMS on Form TA-1. 17. Item 1-Indicate the agency

with which Form TA-1 is to be filed and whether the Form is filed as a registration or an amendment.

18. Item 2(a)-Include a street address; a post office box number alone is not acceptable.

19. Item 7(a)-At the option of registrant, the response to this item may be limited to "issues" or "securities" registered under Section 12 of the Act or which would be required to be registered except for the exemption from registration provided by subsection (g) (2) (B) or (g) (2) (G) of section 12 of the Act.

V. Instruction Relating to Schedule B of Form TA-1. 20. Six copies of a facsimile of a computer run providing the information called for by Schedule B may be attached if the facsimile is in the format called for by Schedule B, the type size is legible, and the facsimile is reduced to 81⁄2 x 11 inches in size.

21. Schedule B shall be amended by filing six copies, showing all additions and deletions and so designating them. Each copy shall be filed with an updated and properly completed execution page. Any change in the capacity in which the registrant acts for an issue shall be shown both as a delegation of all capacities previously set forth for the issue and as an addition showing the corrected capacity or capacities in which the registrant acts for the issue.

VI. Notice. 22. Under sections 17, 17A (c) and 23(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission ("the appropriate regulatory agency") are authorized to solicit the information required to be supplied by this Form from applicants for registration as a transfer agent. Disclosure to the appropriate regulatory agency of the information requested in Form TA-1 (except for the disclosure by an individual registrant of his social security number as an IRS Employee Identification Number, which is voluntary) is a prerequisite to the processing of applications for registration as a transfer agent. The information will be used for the principal purpose of determining whether the appropriate regulatory agency should allow an application for registration to become effective or should deny, accelerate or postpone registration to an applicant. Social security numbers, if furnished, will be used only to assist the appropriate regulatory agency in identifying applicants and, therefore, in promptly processing applications. Information supplied on this Form will be included routinely in the public files of the appropriate regulatory agency and will be available for inspection by any interested person.

FORM TA-1

EXECUTION PAGE

UNIFORM FORM FOR REGISTRATION AS A
TRANSFER AGENT AND FOR AMENDMENT TO
REGISTRATION AS A TRANSFER AGENT PURSUANT
TO SECTION 17A OF THE SECURITIES EXCHANGE
ACT OF 1934

OFFICIAL USE

General: Form TA-1 is to be used to register as a transfer agent
and to amend registration as a transfer agent with the Board of
Governors of the Federal Reserve System, the Comptroller of
the Currency, the Federal Deposit Insurance Corporation or the
Securities and Exchange Commission pursuant to Section 17A of
the Securities Exchange Act of 1934 (the "Act"). Read all
instructions before preparing the Form. Please print or type
all responses.

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Exact name, principal business address, mailing address, if
different, and telephone number of registrant:

2. (a)

Full name of registrant:

IRS Empl. Ident. No.:

EXECUTION: The Registrant submitting this Form, any Schedules and
any attachments and the person by whom it is executed represent
hereby that all information contained herein is true, current and
complete. It is understood that all required items, Schedules and
attachments are integral parts of this Form and that the submission
of any amendment to items 1-6 represents that all unamended parts
of items 1-6 and any Schedules and any attachments to items 1-6 remain
true, current and complete as previously submitted. An amendment to
item 7 and Schedule B and any attachments thereto represents that all
unamended parts of item:7 and Schedule B and any attachments thereto and
items 1-6 and any Schedules and attachments there to remain true, current
and complete as previously submitted.

Registrant agrees and consents that the notice of any proceeding
under Section 17A of the Act involving registrant by the Board of
Governors of the Federal Reserve System, the Comptroller of the
Currency, the Federal Deposit Insurance Corporation or the
Securities and Exchange Commission may be given by sending such notice
by registered or certified mail or confirmed telegram to the registrant
at the address of its principal office for transfer agent activities
as given in response to item 2(b), "Attention Officer in Charge of
Transfer Agent Activities. If more than one office is listed in
item 2(b), the first office listed shall constitute the principal
office for purposes of the aforementioned notice.

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19

(Manual signature of Principal Officer or duly authorized Principal)

ATTENTION:

(Title)

Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 13
U.S.C. 1001 and 15 U.S.c. 79ff(a)).

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Name under which transfer agent activities are conducted,
if different:

If name of registrant is hereby amended, state name under
which registered previously:.

If name under which transfer agent activities are conducted is
hereby amended, state name given previously:

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2.(b)

Address of Principal Office(s) for Transfer Agent Activities:

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3. (a)

Name, title and telephone number of person in
charge of registrant's transfer agent activities:

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Zip Code

If registrant is a corporation' or a national association:

Date on which registrant became incorporated or was organized
and jurisdiction in which incorporated or under which it is
organized:

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(b) If registrant is not a corporation or a national association, describe on Schedule A the form of organization under which registrant conducts its business and identify the jurisdiction in which registrant is organized.

FORM TA-1.

4.

5. (a)

Page 2

Does registrant have any arrangement with any person
other than an issuer or a transfer agent, as defined in Section
3(a)(25) of the Act, under which, with regard to registrant's
transfer agent functions, such other person processes, keeps or
maintains any records or accounts of registrant or issuers relating
to transfer agent functions?

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If the answer is "yes", furnish on Schedule A, as to each such
arrangement, the full name and principal business

address of the other person and a brief summary of each such
arrangement. As used in this question the term

"person" includes any individual, corporation, partnership,
association, joint stock company, business trust, unincorporated
organization, or any other entity.

Does registrant act as a transfer agent solely for its own
securities?
Yes

(b) Does registrant act as a transfer agent solely for securities of a person, as defined in item 4 of Form Ta-1, that controls, or is controlled by, or is under common control with, the registrant? Yes/No Check below types of business activities engaged in by registrant:

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