Amendments

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 Cor- poration 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 Fed- eral securities laws.

Note: Detailed guidance for each item on Form TA-1 appears under Part II—Special Instructions for Com- pleting Form TA-1.

Part I. General Instructions for Filing and Amending Form TA-1

1. 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 Cur- rency (“OCC”), the Board of Governors of the Federal Reserve System (“FRB”), and the Fed- eral 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, main- taining records of securities and securities cer- tificates issued, transferring ownership of secu- rities, countersigning securities upon issue, monitoring an issue of securities to preclude over- or under-issuance, and the exchanging or converting of securities. “Book-issue” securi- ties (those where no securities certificates are issued) are also included.

2. 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 reg- istered with its ARA.

A “qualifying security” is any security registered under Section 12 of the Act. Thus, qualifying secu- rities include securities registered on a national securities exchange pursuant to Section 12(b) of the Act, as well as equity securities registered pur- suant 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

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Form TA-1 January 1900

(as such term is defined by the Commis- sion), and

2. in the case of an issuer that is a bank, a savings and loan holding company (as defined in sec- tion 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.

3. When to File. Before a transfer agent may perform any transfer agent function for a qualifying secu- rity, 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.

4. 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 by either submitting an electronic copy of the form by secure email to RTAFiling@occ.treas.gov or mailing to:

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

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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 com- pany, 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

MSD-GSD-Registration@frb.gov.

A FRB regulated transfer agent should contact its Reserve Bank if it believes it may not be able to submit the form electronically.

Note: All other non-bank subsidiaries of a bank holding company, other than those cited above, register with the Securities and Exchange Com- mission. 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 sav- ings 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 MSD-GSD-Registration@- fdic.gov. 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 Secu- rities and Exchange Commission, using the SEC's electronic version of Form TA-1, located at: https://www.sec.gov/about/forms/formta-1.pdf

December 2022 Form TA-1

Registrants file electronically in EDGAR. Registrants should refer to the EDGAR Filer Manual, which is available at the SEC’s web site (www.sec.gov) for the instructions on preparing the form.

5. Number of Copies. OCC registrants must keep an exact copy of any filling 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. FRB registrants must retain this exact copy for three years.

6. 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 require- ments or the ARA takes affirmative action to accelerate, deny, or postpone registration in accor- dance with the provisions of Section 17A(c) of

the Act.

7. Amending Registration. Each registrant must amend Form TA-1 within sixty calendar days fol- lowing the date on which information reported therein becomes inaccurate, incomplete or mislead- ing. 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.

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 Amend- ment block.

Item 3

The name of the “Registrant” is the current name of the organization, such as a bank, trust company, sav- ings 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 Regis- trant 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

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Form TA-1 December 2022

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 indi- vidual or department at the Registrant to whom ques- tions 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 accept- able. The full nine-digit Zip Code (12345-6789) is pre- ferred. Do not enter the address of any servicer organization.

Item 9

List any other locations of the Registrant where trans- fer 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 Divi- sions and/or locations of the Registrant, including any Trust Department. If a Registrant transfers any securi- ties other than its own or those of an affiliate, the ques- tion 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 “affili- ate” of, or “affiliated” with, a person if the transfer agent, directly or indirectly through one or more inter- mediaries, controls or is controlled by, or is under com- mon 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

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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.

Any private label transfer agent(s) used by the Regis- trant 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 or Sun- Gard), 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 registra- tion 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 pro- cessing of Form TA-1.

December 2016 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.

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Form TA-1 December 2016