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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549

FORM TA-1

UNIFORM FORM FOR REGISTRATION AS A TRANSFER AGENT AND

FOR AMENDMENT TO REGISTRATION PURSUANT TO SECTION 17A OF
THE SECURITIES EXCHANGE ACT OF 1934

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, the Federal Deposit Insurance
GENERAL: Corporation or the Securities and Exchange Commission pursuant to
Section 17A of the Securities Exchange Act of 1934.
Read all instructions before completing this form. Please print or type all
responses.

Check to show blank form for printing

1(a). Filer CIK: 1(b). Filer CCC:

1(c). Live/Test Filing Live Test

1(d). Return Copy Yes

SEC 1528 (12-06) Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays
a currently valid OMB control number.
 2

1(e). Is this filing an amendment to a previous filing? Yes

1(e)(i). File Number: 084-

1(f)(ii). Contact Phone 1(f)(iii). Contact E-mail

1(f)(i). Contact Name:
Number: Address:

1(g). Notification E-mail Address:

2. Appropriate regulatory agency (check one):

Securities and Exchange Commission

Board of Governors of the Federal Reserve System

Federal Deposit Insurance Corporation

Comptroller of the Currency

Office of Thrift Supervision

3(a). Full Name of Registrant:

3(a)(i). Previous name, if being amended:

3(b). Financial Industry Number Standard

(FINS) number:
 3

3(c). Address of principal office where transfer agent activities are, or will
be, performed:
3(c)(i). Address 1

3(c)(ii). Address 2

3(c)(iii). City

3(c)(iv). State or Country

3(c)(v). Postal Code

3(d). Is mailing address different from response to Yes No

Question 3(c)?

If "yes," provide address(es):

3(d)(i). Address 1

3(d)(ii). Address 2

3(d)(iii). City

3(d)(iv). State or Country

3(d)(v). Postal Code

 4

3(e). Telephone Number

(Include Area Code)

4. Does registrant conduct, or will it conduct, transfer Yes No

agent activities at any location other than that given in
Question 3(c) above?

If "yes," provide address(es):

4(a)(i). Address 1

4(a)(ii). Address 2

4(a)(iii). City

4(a)(iv). State or Country

4(a)(v). Postal Code

5. Does registrant act, or will it act, as a transfer agent Yes No

solely for its own securities and/or securities of an
affiliate(s)?

6. Has registrant, as a named transfer agent, engaged, Yes No

or will it engage, a service company to perform any
transfer agent functions?
 5

If "yes," provide the name(s) and address(es) of all service companies

engaged, or that will be engaged, by the registrant to perform its transfer
agent functions:

6(a). Name:

6(b). File Number: -

6(c)(i). Address 1

6(c)(ii). Address 2

6(c)(iii). City

6(c)(iv). State or Country

6(c)(v). Postal Code

7. Has registrant been engaged, or will it be engaged, Yes No

as a service company by a named transfer agent to
perform transfer agent functions?

If "yes," provide the name(s) and File Number(s) of the named transfer
agent(s) for which the registrant has been engaged, or will be engaged, as
a service company to perform transfer agent functions:

7(a). Name:
 6

7(b). File Number: -

7(c)(i). Address 1

7(c)(ii). Address 2

7(c)(iii). City

7(c)(iv). State or Country

7(c)(v). Postal Code

Completion of Question 8 on this form is required by all independent, non-issuer

registrants whose appropriate regulatory authority is the Securities and Exchange
Commission. Those registrants who are not required to complete Question 8 should select
"Not Applicable."

Corporation

Partnership

8. Is registrant a: Sole Proprietorship

Other

Not Applicable
 7

Section for Initial Registration and for Amendments Reporting

Additional Persons. (Corporation or Partnership)

8(a)(i). Full Name

8(a)(ii). Relationship Start Date / /

8(a)(iii). Title or Status

NA - 0 to 5%

A - 5% up to 10%

B - 10% up to 25%
8(a)(iv). Ownership Code
C - 25% up to 50%

D - 50% up to 75%

E - 75% up to 100%

8(a)(v). Control Person

8(a)(vi). Relationship End Date / /

Section for Initial Registration and for Amendments Reporting

Additional Persons. (Sole Proprietorship or Other)

8(a)(i). Full Name

8(a)(ii). Relationship Start Date / /

8(a)(iii). Title or Status

8(a)(iv). Description of Authority

 8

8(a)(vi). Relationship End Date / /

9. Does any person or entity not named in the answer to Question 8:

9(a). Directly or indirectly, through agreement or

otherwise exercise or have the power to exercise
control over the management or policies of applicant; Yes No
or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9(a)(i). Exact name of each person or entity

9(a)(ii). Description of the Agreement or other basis

9(b). Wholly or partially finance the business of

applicant, directly or indirectly, in any manner other
than by a public offering of securities made pursuant
to the Securities Act of 1933 or by credit extended in
the ordinary course of business by suppliers, banks Yes No
and others? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9(b)(i). Exact name of each person or entity

9(b)(ii). Description of the Agreement or other basis

 9

10. Applicant and Control Affiliate Disciplinary History:

The following definitions apply for purposes of answering this Question 10

- An individual or firm that directly or indirectly

controls, is under common control with, or is
controlled by applicant. Included are any employees
identified in 8(a), 8(b), 8(c) of this form as exercising
Control affiliate control. Excluded are any employees who perform
solely clerical, administrative support of similar
functions, or who, regardless of title, perform no
executive duties or have no senior policy making
authority.

- Pertaining to securities, commodities, banking,

Investment or insurance, or real estate (including, but not limited to,
investment acting as or being associated with a broker-dealer,
related investment company, investment adviser, futures
sponsor, bank, or savings and loan association).

- Doing an act of aiding, abetting, counseling,

Involved commanding, inducing, conspiring with or failing
reasonably to supervise another in doing an act.

10(a). In the past ten years has the applicant or a control affiliate been
convicted of or plead guilty or nolo contender ("no contest") to:

10(a)(1). A felony or misdemeanor involving:

investments or an investment-related business, fraud,
false statements or omissions, wrongful taking of
property, or bribery, forgery, counterfeiting or Yes No
extortion? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(a)(1)(i). The individuals named in the Action

 10

10(a)(1)(iii). Date of
10(a)(1)(ii). Title of Action
Action

/ /

10(a)(1)(iv). The Court or body taking the Action and its location

10(a)(1)(v). Description of the Action

10(a)(1)(vi). The disposition of the proceeding

Yes No
10(a)(2). Any other felony? . . . . . . . . . . . . . . . . . . . . .

10(a)(2)(i). The individuals named in the Action

10(a)(2)(ii). Title of Action 10(a)(2)(iii). Date of

Action

/ /

10(a)(2)(iv). The Court or body taking the Action and its location

10(a)(2)(v). Description of the Action

 11

10(a)(2)(vi). The disposition of the proceeding

10(b). Has any court in the past ten years:

10(b)(1). Enjoined the applicant or a control affiliate in Yes No

connection with any investment-related activity? . . . .

10(b)(1)(i). The individuals named in the Action

10(b)(1)(ii). Title of Action 10(b)(1)(iii). Date of

Action

/ /

10(b)(1)(iv). The Court or body taking the Action and its location

10(b)(1)(v). Description of the Action

10(b)(1)(vi). The disposition of the proceeding

10(b)(2). Found that the applicant or a control affiliate

Yes No
was involved in a violation of investment-related
statutes or regulations? . . . . . . . . . . . . . . . . . . . . . .

10(b)(2)(i). The individuals named in the Action

 12

10(b)(2)(ii). Title of Action 10(b)(2)(iii). Date of

Action

/ /

10(b)(2)(iv). The Court or body taking the Action and its location

10(b)(2)(v). Description of the Action

10(b)(2)(vi). The disposition of the proceeding

10(c). Has the U.S. Securities and Exchange Commission or the Commodity
Futures Trading Commission ever:

10(c)(1). Found the applicant or a control affiliate to Yes No

have made a false statement or omission? . . . . . . . . .

10(c)(1)(i). The individuals named in the Action

10(c)(1)(ii). Title of Action 10(c)(1)(iii). Date of

Action

/ /

10(c)(1)(iv). The Court or body taking the Action and its location

10(c)(1)(v). Description of the Action

 13

10(c)(1)(vi). The disposition of the proceeding

10(c)(2). Found the applicant or a control affiliate to

Yes No
have been involved in a violation of its regulations or
statutes? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(c)(2)(i). The individuals named in the Action

10(c)(2)(ii). Title of Action 10(c)(2)(iii). Date of

Action

/ /

10(c)(2)(iv). The Court or body taking the Action and its location

10(c)(2)(v). Description of the Action

10(c)(2)(vi). The disposition of the proceeding

10(c)(3). Found the applicant or a control affiliate to

have been a cause of an investment-related business
having its authorization to do business denied, Yes No
suspended, revoked or restricted? . . . . . . . . . . . . . . .

10(c)(3)(i). The individuals named in the Action

 14

10(c)(3)(ii). Title of Action 10(c)(3)(iii). Date of

Action

/ /

10(c)(3)(iv). The Court or body taking the Action and its location

10(c)(3)(v). Description of the Action

10(c)(3)(vi). The disposition of the proceeding

10(c)(4). Entered an order denying, suspending or

revoking the applicant's or a control affiliate's
registration or otherwise disciplined it by restricting its Yes No
activities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(c)(4)(i). The individuals named in the Action

10(c)(4)(ii). Title of Action 10(c)(4)(iii). Date of

Action

/ /

10(c)(4)(iv). The Court or body taking the Action and its location

10(c)(4)(v). Description of the Action

 15

10(c)(4)(vi). The disposition of the proceeding

10(d). Has any other Federal regulatory agency or any state regulatory
agency:
10(d)(1). Ever found the applicant or a control affiliate to
have made a false statement or omission or to have Yes No
been dishonest, unfair, or unethical? . . . . . . . . . . . . .

10(d)(1)(i). The individuals named in the Action

10(d)(1)(ii). Title of Action 10(d)(1)(iii). Date of

Action

/ /

10(d)(1)(iv). The Court or body taking the Action and its location

10(d)(1)(v). Description of the Action

10(d)(1)(vi). The disposition of the proceeding

10(d)(2). Ever found the applicant or a control affiliate to

have been involved in a violation of investment-related Yes No
regulations or statutes? . . . . . . . . . . . . . . . . . . . . . .

10(d)(2)(i). The individuals named in the Action

 16

10(d)(2)(ii). Title of Action 10(d)(2)(iii). Date of

Action

/ /

10(d)(2)(iv). The Court or body taking the Action and its location

10(d)(2)(v). Description of the Action

10(d)(2)(vi). The disposition of the proceeding

10(d)(3). Ever found the applicant or a control affiliate to

have been a cause of an investment-related business
having its authorization to do business denied, Yes No
suspended, revoked, or restricted? . . . . . . . . . . . . . .

10(d)(3)(i). The individuals named in the Action

10(d)(3)(ii). Title of Action 10(d)(3)(iii). Date of

Action

/ /

10(d)(3)(iv). The Court or body taking the Action and its location

10(d)(3)(v). Description of the Action

 17

10(d)(3)(vi). The disposition of the proceeding

10(d)(4). In the past ten years entered an order against

Yes No
the applicant or a control affiliate in connection with
investment- related activity? . . . . . . . . . . . . . . . . . .

10(d)(4)(i). The individuals named in the Action

10(d)(4)(ii). Title of Action 10(d)(4)(iii). Date of

Action

/ /

10(d)(4)(iv). The Court or body taking the Action and its location

10(d)(4)(v). Description of the Action

10(d)(4)(vi). The disposition of the proceeding

10(d)(5). Ever denied, suspended, or revoked the

applicant's or a control affiliate's registration or license,
or prevented it from associating with an investment-
related business, or otherwise disciplined it by Yes No
restricting its activities? . . . . . . . . . . . . . . . . . . . . . .

10(d)(5)(i). The individuals named in the Action

 18

10(d)(5)(ii). Title of Action 10(d)(5)(iii). Date of

Action

/ /

10(d)(5)(iv). The Court or body taking the Action and its location

10(d)(5)(v). Description of the Action

10(d)(5)(vi). The disposition of the proceeding

10(d)(6). Ever revoked or suspended the applicant's or a

control affiliate's license as an attorney or Yes No
accountant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(d)(6)(i). The individuals named in the Action

10(d)(6)(ii). Title of Action 10(d)(6)(iii). Date of

Action

/ /

10(d)(6)(iv). The Court or body taking the Action and its location

10(d)(6)(v). Description of the Action

 19

10(d)(6)(vi). The disposition of the proceeding

10.(e) Has any self-regulatory organization or commodities exchange ever:

10(e)(1). Found the applicant or a control affiliate
to have made a false statement or Yes No
omission? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(e)(1)(i). The individuals named in the Action

10(e)(1)(ii). Title of Action 10(e)(1)(iii). Date of

Action

/ /

10(e)(1)(iv). The Court or body taking the Action and its location

10(e)(1)(v). Description of the Action

10(e)(1)(vi). The disposition of the proceeding

10(e)(2). Found the applicant or a control affiliate

to have been involved in a violation of its rules? . Yes No
.......................................

10(e)(2)(i). The individuals named in the Action

 20

10(e)(2)(ii). Title of Action 10(e)(2)(iii). Date of

Action

/ /

10(e)(2)(iv). The Court or body taking the Action and its location

10(e)(2)(v). Description of the Action

10(e)(2)(vi). The disposition of the proceeding

10(e)(3). Found the applicant or a control affiliate

to have been the cause of an investment-related
business losing its authorization Yes No
to do business? . . . . . . . . . . . . . . . . . . . . . . . . . .

10(e)(3)(i). The individuals named in the Action

10(e)(3)(ii). Title of Action 10(e)(3)(iii). Date of

Action

/ /

10(e)(3)(iv). The Court or body taking the Action and its location

10(e)(3)(v). Description of the Action

 21

10(e)(3)(vi). The disposition of the proceeding

10(e)(4). Disciplined the applicant or a control

affiliate by expelling or suspending it from
membership, by barring or suspending its
association with other members, or by otherwise Yes No
restricting its activities? . . . . . . . . . . . . . . . . . . . .

10(e)(4)(i). The individuals named in the Action

10(e)(4)(ii). Title of Action 10(e)(4)(iii). Date of

Action

/ /

10(e)(4)(iv). The Court or body taking the Action and its location

10(e)(4)(v). Description of the Action

10(e)(4)(vi). The disposition of the proceeding

10(f). Has any foreign government, court, regulatory

agency, or exchange ever entered an order against the
applicant or a control affiliate related to investments or Yes No
fraud? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(f)(1)(i). The individuals named in the Action

 22

10(f)(1)(ii). Title of Action 10(f)(1)(iii). Date of

Action

/ /

10(f)(1)(iv). The Court or body taking the Action and its location

10(f)(1)(v). Description of the Action

10(f)(1)(vi). The disposition of the proceeding

10(g). Is the applicant or a control affiliate now the

subject of any proceeding that could result in a yes Yes No
answer to questions 10(a) - 10(f)? . . . . . . . . . . . . . .

10(g)(1)(i). The individuals named in the Action

10(g)(1)(ii). Title of Action 10(g)(1)(iii). Date of

Action

/ /

10(g)(1)(iv). The Court or body taking the Action and its location

10(g)(1)(v). Description of the Action

 23

10(g)(1)(vi). The disposition of the proceeding

10(h). Has a bonding company denied, paid out on, or

revoked a bond for the applicant or a control Yes No
affiliate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10(h)(1)(i). The individuals named in the Action

10(h)(1)(ii). Title of Action 10(h)(1)(iii). Date of

Action

/ /

10(h)(1)(iv). The Court or body taking the Action and its location

10(h)(1)(v). Description of the Action

10(h)(1)(vi). The disposition of the proceeding

10(i). Does the applicant or a control affiliate have any Yes No

unsatisfied judgments or liens against it? . . . . . . . . . .

10(i)(1)(i). The individuals named in the Action

10(i)(1)(ii). Title of Action 10(i)(1)(iii). Date of

Action

/ /
 24

10(i)(1)(iv). The Court or body taking the Action and its location

10(i)(1)(v). Description of the Action

10(i)(1)(vi). The disposition of the proceeding

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF

FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C.
1001 and 15 U.S.C. 78ff(a)

SIGNATURE: The registrant submitting this form, and as required, the SEC
herein is true, correct and complete.
11(b). Telephone
11(a). Signature of Official Responsible for Form:
Number:

11(d). Date Signed

11(c). Title of Signing Officer: (Month/Day/Year):

/ /
 25

12. Related Documents/Attachments

12(a). File Name:

Cover
12(b). Type of
Correspondence
Attachment:
Graphic

12(c). Type of Attachment

Additional Description:

12(d). Attachment
Description:

12(e). File: Upload

 26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Instructions for Use of Form TA-1

Application for Registration and Amendment to Registration as a Transfer Agent Pursuant to

Section 17A of the Securities Exchange Act of 1934

ATTENTION: This electronic Form TA-1 is to be filed only by SEC registrants. All other registrants
file Form TA-1 in paper format with their Appropriate Regulatory Authority and should obtain
the form from such authority.

Certain sections of the Securities Exchange Act of 1934 applicable to transfer agents are
referenced or summarized below. Registrants are urged to 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.

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 below.

3. “Form TA-1” is the Form filed as a registration and includes the Form and any
attachments to that Form.

4. “Registrant” refers to the entity on whose behalf Form TA-1 is filed.

 27

5. “SEC” or “Commission” refers to the U.S. Securities and Exchange Commission.

6. “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.

7. “Independent, Non-Issuer Transfer Agent” refers to an entity which acts as a transfer

agent for other than its own securities or securities of an affiliate.

8. “Regulation S-T” is the SEC’s regulation containing the rules related to filing
electronic documents in EDGAR. 17 CFR 232 et seq.

9. “EDGAR” (Electronic Data Gathering, Analysis, and Retrieval) is the computer system
for the receipt, acceptance, review, and dissemination of documents submitted to
the Commission in electronic format.

10. “EDGAR Filer Manual” is the manual prepared by the SEC setting out the technical
format requirements for an electronic submission to EDGAR.

11. “EDGARLite” is an application in EDGAR that registrants may use to create the
electronic Form TA-1 for submission to EDGAR.

B. Who Must File. Pursuant to Section 17A(c)(1) of the Act, it is unlawful for a 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 including 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 total assets exceeding $3,000,000 and a class of equity securities (other than
exempted securities) held of record by 500 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 paragraphs (g)(2)(B) and (g)(2)(G), respectively, of
Section 12, i.e., when the asset and shareholder criteria of Section 12(g)(1)(B) are met.
 28

C. When to File. Before a transfer agent may perform any transfer agent function for a
qualifying security, it must apply for registration on Form TA-1 with its ARA and its
registration must become effective. Instructions for amending Form TA-1 appear at
General Instruction H.

D. How to File. Registrants file electronically in EDGAR. Registrants should refer to the
EDGAR Filer Manual, which is available on the SEC's Web site, www.sec.gov, for the
instructions for preparing forms in EDGARLite™ and filing forms in EDGAR as well as for
the computer hardware and software requirements for electronic filing. A Form TA-1 or
an amended Form TA-1 which is not completed properly may be suspended as not
acceptable for filing. Acceptance of this form, however, does not mean that the
Commission has found that it has been filed as required or that the information
submitted therein is true, correct or complete.

Registrants that are granted a hardship exemption from electronic filing under Rule
202 of Regulation S-T, 17 CFR 232.202, will be provided with instructions on how and
where to file a paper Form TA-1.

A registrant that wishes to include a cover letter or other correspondence may do so

by including the document as an attachment to the Form.

E. EDGAR Access. Before registrants may prepare the Form in EDGARLite™ or file the
Form in EDGAR they must apply for access to EDGAR. Registrants should refer to the
EDGAR Filer Manual, Volume I (General Instructions) for information on accessing
EDGAR.

F. Records. Each registrant must keep an exact copy of any filing for its records.
Registrants should refer to 17 CFR 240.17Ad-6 and 240.17Ad-7 for information regarding
the recordkeeping rules for transfer agents.

G. Effective Date. 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.
 29

H. 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.

1. Registrants amend Form TA-1 by responding “Yes” to Question 1(e).

2. All fields that are required to be completed on the registrant’s Form TA-1 must be
completed on the amended Form TA-1. The transfer agent may use a saved
electronic version of a previously filed Form TA-1 or amended Form TA-1 as a
template for the amended filing and create the amended form by revising the
responses for which the information has become inaccurate, incomplete, or
misleading. (For instructions on using a saved form as a template for an amended
filing, registrants should refer to the EDGAR Filer Manual.)

II. Special Instructions for Filing and Amending Form TA-1.

A. Electronic Filing. Beginning January 11, 2007, all transfer agent forms (Form TA-1, Form
TA-2, and Form TA-W) filed with the SEC must be filed electronically in EDGAR. Transfer
agents that are registered with the SEC must refile electronically the information on
their Form TA-1, as amended, with the SEC on an amended Form TA-1. The SEC will not
accept any other transfer agent form from such transfer agents until they have filed an
electronic amended Form TA-1.

B. Exemptions from Electronic Filing. The SEC may in limited cases grant an exemption
from electronic filing where the filer can show that an electronic filing requirement
creates an unreasonable burden or expense. Registrants should refer to Rule 202 of
Regulation S-T, 17 CFR 232.202, and the SEC's Web site, www.sec.gov, for information on
applying for a hardship exemption.
 30

C. Registration. Registrants must provide full and complete responses in the appropriate
format.

1. Information relating to electronic filing. As an EDGAR filer, a registrant is required to

provide the following:

a. Whether the form is a “live” or “test” filing submission;

b. Whether the registrant would like a Return Copy of the filing;

c. The registrant’s CIK;

d. The registrant’s CCC; and

e. The contact e-mail address for the registrant;

f. The notification e-mail address(es) for the registrant regarding the status of the
submission.

Detailed instructions regarding the above are provided in the EDGAR Filer Manual,
Volume I (General Requirements). A registrant that is granted a continuing hardship
exemption from electronic filing pursuant to Rule 202 of Regulation S-T, 17 CFR
232.202, need only to provide its CIK.

2. In answering Question 3.b. of Form TA-1, 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 requesting
it following the steps described on the DTC Web site (www.dtcc.com).

3. State in Question 3.c. the full address of the registrant's principal office where
transfer agent activities are, or will be, performed; a post office box number is not
acceptable. State in response to Question 3.d. the registrant's mailing address if
different from the response to Question 3.c. You may provide a post office box
number in response to Question 3.d.
 31

4. For the purpose of answering Question 5, 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.

5. In answering Questions 6 and 7, a “named transfer agent” is a transfer agent

engaged by the issuer to perform transfer agent functions for an issue of securities.
There may be more than one named transfer agent for a given security issue (e.g.,
principal transfer agent, co-transfer agent or outside registrar).

D. Questions 8 through 10. Only independent, non-issuer registrants are required to

complete Questions 8 through 10.

E. Execution of Form TA-1 and Amendments Thereto. A duly authorized official or a

principal of the registrant must execute Form TA-1 and any amendments thereto on
behalf of that registrant. For a corporate registrant, the term official includes the
chairman or vice-chairman of the board of directors, the chairman of the executive
committee, or any officer of the corporation who is authorized by the corporation to
sign Form TA-1 on its behalf. For a non-corporate registrant, duly authorized principal
means a principal of the registrant who is authorized to sign Form TA-1 on its behalf.
The official or principal of the registrant shall execute Form TA-1 by providing an
electronic signature pursuant to Rule 301, Signatures, of Regulation S-T, 17 CFR 232.301.
The official or principal of the registrant must provide his or her full name in typed
format in the signature box of the form and must manually sign a signature page or
other document authenticating, acknowledging, or otherwise adopting his or her
signature that appears in typed form within the electronic filing.

The signature page or other such document shall be signed at or before the time the
electronic filing is made, shall be retained by the transfer agent for a period of five
years, and shall be made available to the Commission or its staff upon request.
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By executing Form TA-1, the registrant agrees and consents that notice of any
proceeding under the Act by the SEC involving the registrant may be given by sending
such notice by registered or certified mail to the registrant, “Attention Officer in Charge
of Transfer Agent Activities,” at its principal office for transfer agent activities as given in
response to Question 3.c. of Form TA-1.

III. Notice

Under Sections 17, 17A(c) and 23(a) of the Act and the rules and regulations thereunder, the
SEC is 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 SEC of the information requested in Form TA-1 is a prerequisite to the processing of
Form TA-1. The information will be used for the principal purpose of determining whether
the SEC should permit an application for registration to become effective or should deny,
accelerate or postpone registration of an applicant. The information supplied herein may
also be used for all routine uses of the SEC. Information supplied on this Form will be
included routinely in the public files of the SEC and will be available for inspection by any
interested person.