[Federal Register Volume 81, Number 112 (Friday, June 10, 2016)]
[Notices]
[Pages 37665-37667]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-13810]


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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency

FEDERAL RESERVE SYSTEM

FEDERAL DEPOSIT INSURANCE CORPORATION


Agency Information Collection Activities: Proposed Collection; 
Comment Request

AGENCY: Board of Governors of the Federal Reserve System (Board); 
Office of the Comptroller of the Currency (OCC), Treasury; and Federal 
Deposit Insurance Corporation (FDIC).

ACTION: Joint notice and request for comment.

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SUMMARY: In accordance with the requirements of the Paperwork Reduction 
Act of 1995 (44 U.S.C. chapter 35), the Board, the OCC, and the FDIC 
(the ``agencies'') may not conduct or sponsor, and the respondent is 
not required to respond to, an information collection unless it 
displays a currently valid Office of Management and Budget (``OMB'') 
control number. The agencies have approved for public comment a 
proposal to extend, with minor revision, the Uniform Interagency 
Transfer Agent Registration and Amendment Form (``Form TA-1''), which 
is a currently approved collection of information. The agencies propose 
to modify Form TA-1, effective December 31, 2016, to require Board 
registrants to submit the form and attachments to a designated email 
address, to give FDIC registrants the option to submit the form and 
attachments to a designated email address, to require state savings 
associations to file with the FDIC, to remove outdated references to 
the Office of Thrift Supervision (``OTS''), to clarify the definition 
of a ``qualifying security,'' and to make other instructional 
clarifications. At the end of the comment period, the comments and 
recommendations received will be analyzed to determine the extent to 
which the agencies should modify the proposed revisions before giving 
final approval. The agencies will then submit the revisions to OMB for 
approval.

DATES: Comments must be submitted on or before August 9, 2016.

ADDRESSES: Interested parties are invited to submit written comments to 
any or all of the agencies. All comments, which should refer to the OMB 
control number(s), will be shared among the agencies.
    Board: You may submit comments, which should refer to ``Form TA-
1,'' by any of the following methods:
     Agency Web site: http://www.federalreserve.gov. Follow the 
instructions for submitting comments on http://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm.
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     Email: [email protected]. Include the 
reporting form numbers in the subject line of the message.
     FAX: 202-452-3819 or 202-452-3102.
     Mail: Robert deV. Frierson, Secretary, Board of Governors 
of the Federal Reserve System, 20th Street and Constitution Avenue NW., 
Washington, DC 20551.
    All public comments are available from the Board's Web site at 
http://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm as 
submitted, unless modified for technical reasons. Accordingly, your 
comments will not be edited to remove any identifying or contact 
information. Public comments may also be viewed electronically or in 
paper in Room MP-500 of the Board's Martin Building (20th and C Streets 
NW.) between 9:00 a.m. and 5:00 p.m. on weekdays.
    OCC: Because paper mail in the Washington, DC, area and at the OCC 
is subject to delay, commenters are encouraged to submit comments by 
email, if possible. Comments may be sent to: Legislative and Regulatory 
Activities Division, Office of the Comptroller of the Currency, 
Attention ``1557-0124, Form TA-1,'' 400 7th Street SW., Suite 3E-218, 
Mail Stop 9W-11, Washington, DC 20219. In addition, comments may be 
sent by fax to 571-465-4326 or by electronic mail to 
[email protected].
    You may personally inspect and photocopy comments at the OCC, 400 
7th Street SW., Washington, DC 20219. For security reasons, the OCC 
requires that visitors make an appointment to inspect comments. You may 
do so by calling 202-649-6700 or, for persons who are deaf or hard of 
hearing, TTY, (202) 649-5597. Upon arrival, visitors will be required 
to present valid government-issued photo identification and submit to 
security screening in order to inspect and photocopy comments.
    All comments received, including attachments and other supporting 
materials, are part of the public record and subject to public 
disclosure. Do not include any information in your comments or 
supporting materials that you consider confidential or inappropriate 
for public disclosure.
    FDIC: You may submit comments, which should refer to ``Form TA-1,'' 
by any of the following methods:
     Agency Web site: https://www.fdic.gov/regulations/laws/federal/. Follow the instructions for submitting comments on the FDIC 
Web site.
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     Email: [email protected]. Include ``Form TA-1'' in the 
subject line of the message.
     Mail: Gary A. Kuiper, Counsel, Room MB-3016, or Manuel E. 
Cabeza, Counsel, Room MB-3105, Attn: Comments, Federal Deposit 
Insurance Corporation, 550 17th Street NW., Washington, DC 20429.
     Hand Delivery: Comments may be hand delivered to the guard 
station at the rear of the 550 17th Street Building (located on F 
Street) on business days between 7:00 a.m. and 5:00 p.m.
    Public Inspection: All comments received will be posted without 
change to https://www.fdic.gov/regulations/laws/federal/ including any 
personal information provided.
    Additionally, commenters may send a copy of their comments to the 
OMB desk officer for the agencies by mail to the Office of Information 
and Regulatory Affairs, U.S. Office of Management and Budget, New 
Executive Office Building, Room 10235, 725 17th Street NW., Washington, 
DC 20503; by fax to 202-395-6974; or by email to 
[email protected].

FOR FURTHER INFORMATION CONTACT: For further information about the 
proposed revisions to Form TA-1 discussed in this notice, please 
contact any of the agency staff whose names appear below. In addition, 
copies of the current Form TA-1 reporting form and instructions can be 
obtained at the Federal Financial Institutions Examination Council Web 
site (http://www.ffiec.gov/ffiec_report_forms.htm).
    Board: Nuha Elmaghrabi, Federal Reserve Board Clearance Officer, 
202-452-3884, Office of the Chief Data Officer, Board of Governors of 
the Federal Reserve System, 20th and C

[[Page 37666]]

Streets NW., Washington, DC 20551. Telecommunications Device for the 
Deaf (TDD) users may call 202-263-4869.
    OCC: Shaquita Merritt, OCC Clearance Officer, 202-649-5490 or, for 
persons who are deaf or hard of hearing, TTY, (202) 649-5597, 
Legislative and Regulatory Activities Division, Office of the 
Comptroller of the Currency, Washington, DC 20219.
    FDIC: Gary Kuiper, Counsel, 202-898-3877, or Manuel E. Cabeza, 
Counsel, 202-898-3767, Federal Deposit Insurance Corporation, 550 17th 
Street NW., Washington, DC 20429.

SUPPLEMENTARY INFORMATION: 
    The agencies are proposing to extend, with minor revision, Form TA-
1, which is a currently approved collection of information for each 
agency.
    Report Title: Uniform Interagency Transfer Agent Registration and 
Amendment Form.
    Form Number: Form TA-1.
    Frequency of Response: On occasion.
    Affected Public: National banks and their subsidiaries, federal 
savings associations and their subsidiaries, state member banks 
(``SMBs'') and their subsidiaries, state nonmember banks, state savings 
associations, bank holding companies (``BHCs''), certain nondeposit 
trust company subsidiaries of BHCs, and savings and loan holding 
companies (``SLHCs'').

Board

    OMB Number: 7100-0099.
    Estimated Number of Respondents: registrations: 2; amendments: 4.
    Estimated Average Time per Response: registrations: 1.25 hours; 
amendments: 10 minutes.
    Estimated Total Annual Burden: 4 hours.

OCC

    OMB Number: 1557-0124.
    Estimated Number of Respondents: registrations: 1; amendments: 10.
    Estimated Average Time per Response: registrations: 1.25 hours; 
amendments: 10 minutes.
    Estimated Total Annual Burden: 3 hours.

FDIC

    OMB Number: 3064-0026.
    Estimated Number of Respondents: registrations: 2; amendments: 10.
    Estimated Average Time per Response: registrations: 1.25 hours; 
amendments: 10 minutes.
    Estimated Total Annual Burden: 4 hours.

General Description of Report

    Section 17A(c) of the Security Exchange Act of 1934 (the Act) 
requires all transfer agents for securities registered under section 12 
of the Act or, if the security would be required to be registered 
except for the exemption from registration provided by Section 
12(g)(2)(B) or Section 12(g)(2)(G), to ``fil[e] with the appropriate 
regulatory agency . . . an application for registration in such form 
and containing such information and documents . . . as such appropriate 
regulatory agency may prescribe as necessary or appropriate in 
furtherance of the purposes of this section.'' \1\ In general, an 
entity performing transfer agent functions for a security is required 
to register with its appropriate regulatory agency (``ARA'') if the 
security is registered on a national securities exchange or if the 
issuer of the security has total assets exceeding $10 million and a 
class of equity security held of record by 2,000 persons or, for an 
issuer that is not a bank, BHC, or SLHC, by 500 persons who are not 
accredited investors.\2\ The Board's Regulation H (12 CFR 208.31(a)) 
and Regulation Y (12 CFR 225.4(d)), the OCC's 12 CFR 9.20, and the 
FDIC's 12 CFR part 341 implement these provisions of the Act.
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    \1\ 15 U.S.C. 78q-1.
    \2\ 15 U.S.C. 78l(g)(1).
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    To accomplish the registration of transfer agents, Form TA-1 was 
developed in 1975 as an interagency effort by the Securities and 
Exchange Commission (SEC) and the agencies. The agencies primarily use 
the data collected on Form TA-1 to determine whether an application for 
registration should be approved, denied, accelerated or postponed, and 
they use the data in connection with their supervisory 
responsibilities.

Current Actions

    The agencies propose to revise the reporting instructions for Form 
TA-1. The Board will require, and the FDIC will provide the option for, 
respondents to submit a Portable Document Format (PDF) version of the 
form and attachments to a designated email address for each respective 
agency, effective December 31, 2016. In addition, the proposed 
revisions remove outdated references to the OTS, clarify the definition 
of a ``qualifying security'' pursuant to statutory changes, reduce the 
number of Form TA-1 copies that registrants are required to file with 
their ARA to one for all agencies, require state savings associations 
to file with the FDIC, and make other minor instructional 
clarifications.

Discussion of Proposed Revisions

    Title III of the Dodd-Frank Act Wall Street Reform and Consumer 
Protection Act abolishes the OTS and transfers the OTS's functions to 
the OCC, the Board, and the FDIC effective as of July 21, 2011.\3\ 
Therefore, there is no reason to continue to refer to the OTS on Form 
TA-1.
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    \3\ 12 U.S.C. 5301, et seq.
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    Pursuant to statutory changes,\4\ the definition of a `qualifying 
security' was altered to 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:
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    \4\ See Fixing America's Surface Transportation Act Sec.  85001, 
Public Law 114-94, 129 Stat. 1312, 1797 (2010), amending 15 U.S.C. 
78a et seq; Jumpstart Our Business Startups Act Sec.  501, Public 
Law 112-106, 126 Stat. 306, 325 (2012), amending 15 U.S.C. 
78l(g)(1)(A).
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    (a) Total assets exceeding $10 million 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 (as such 
term is defined by the SEC), and
    (b) 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 million and a class of equity security (other than 
an exempted security) held of record by 2,000 or more persons.

Legal Basis for the Information Collection

    The agencies have determined that Form TA-1 is mandatory and that 
its collection is authorized by sections 17A(c), 17(a)(3), and 23(a)(1) 
of the Act, as amended (15 U.S.C. 78q-1(c), 78q(a)(3), and 78w(a)(1)). 
Additionally, Section 3(a)(34)(B) of the Act (15 U.S.C. 
78c(a)(34)(B)(ii)) provides that the OCC is the ARA in the case of a 
national banks and insured Federal savings associations, and 
subsidiaries of such institutions; the Board is the ARA for purposes of 
various filings by state member banks and their subsidiaries, BHCs, 
SLHCs, and certain nondepository trust company subsidiaries of BHCs 
that act as a clearing agency or transfer agent; and the FDIC is the 
ARA in the case of state nonmember banks and state non-member savings 
associations, and subsidiaries of such institutions. The registrations 
are public filings and are not considered confidential.

[[Page 37667]]

    Section 208.31 of the Board's regulations (12 CFR 208.31) governs 
registration of transfer agents for state member banks, and section 
225.4(d) (12 CFR 225.4(d)) governs registration of transfer agents for 
bank holding companies and certain nondepository trust company 
subsidiaries of BHCs that act as a transfer agent. The Board is also 
the ARA for SLHCs seeking to act as transfer agent. Before any of these 
entities may perform any transfer agent function for a qualifying 
security, it must register on Form TA-1 with the Board and its 
registration must become effective.
    Section 341.3 of FDIC's regulations (12 CFR part 341) governs 
registration of transfer agents for state nonmember banks and state 
non-member savings associations, and subsidiaries of such institutions. 
Before an insured state nonmember bank or a state savings association 
and any subsidiary of such institution may perform any transfer agent 
function for a qualifying security, it must register on Form TA-1 with 
the FDIC and its registration must become effective.
    Section 9.20 of the OCC's regulations (12 CFR 9.20) governs 
registration of transfer agents. Section 9.20(b) provides that SEC 
rules pursuant to Section 17A of the Act, prescribing operational and 
reporting requirements for transfer agents, apply to the domestic 
activities of registered national bank transfer agents. Before 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, 
may perform any transfer agent function for a qualifying security, it 
must register on Form TA-1 with the OCC and its registration must 
become effective.

Request for Comment

    The agencies invite comment on the following topics related to this 
collection of information:
    (a) Whether the information collections are necessary for the 
proper performance of the agencies' functions, including whether the 
information has practical utility;
    (b) The accuracy of the agencies' estimates of the burden of the 
information collections, including the validity of the methodology and 
assumptions used;
    (c) Ways to enhance the quality, utility, and clarity of the 
information to be collected;
    (d) Ways to minimize the burden of information collections on 
respondents, including through the use of automated collection 
techniques or other forms of information technology; and
    (e) Estimates of capital or start-up costs and costs of operation, 
maintenance, and purchase of services to provide information.
    Comments submitted in response to this joint notice will be shared 
among the agencies. All comments will become a matter of public record.

    Dated: May 24, 2016.
Mary H. Gottlieb,
Regulatory Specialist, Legislative and Regulatory Activities Division, 
Office of the Comptroller of the Currency.
    Board of Governors of the Federal Reserve System, June 3, 2016.
Robert deV. Frierson,
Secretary of the Board.
    Dated at Washington, DC, this 24th day of May, 2016.

Federal Deposit Insurance Corporation.
Valerie J. Best,
Assistant Executive Secretary.
[FR Doc. 2016-13810 Filed 6-9-16; 8:45 am]
 BILLING CODE 6714-01-P; 4810-33-P; 6210-01-P