Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. § 3501 et seq.), the Securities and Exchange Commission (“SEC” or “Commission”) is soliciting comments on the proposed collection of information provided for in Rule 17Ac3-1(a) (17 CFR 240.17Ac3-1(a)) and Form TA-W (17 CFR 249b.101), under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).

Section 17A of the Exchange Act ^[1] generally requires transfer agents performing any transfer agent function with respect to any security registered under Section 12 of the Exchange Act ^[2] or issued by certain insurance or investment companies to register with an appropriate regulatory agency (“ARA”) as defined in Section 3(a)(34)(B) of the Exchange Act.^[3] Section 17A(c)(4)(B) of the Exchange Act ^[4] authorizes transfer agents registered with an ARA to withdraw from registration by filing with the ARA a written notice of withdrawal and by agreeing to such terms and conditions as the ARA deems necessary or appropriate in the public interest, for the protection of investors, or in furtherance of the purposes of Section 17A.

In order to implement Section 17A(c)(4)(B), the Commission promulgated Rule 17Ac3-1(a) and accompanying Form TA-W (“the form”).^[5] Rule 17Ac3-1(a) provides that notice of withdrawal from registration as a transfer agent with the Commission shall be filed on Form TA-W. The Commission later amended Rule 17Ac3-1(a) and accompanying Form TA-W to require that the form be filed in electronic format on EDGAR.^[6] Form TA-W requires the withdrawing transfer agent to provide the Commission with certain information, including: (1) the locations where transfer agent activities are or were performed; (2) the reasons for ceasing the performance of such activities; (3) disclosure of unsatisfied judgments or liens; and (4) information regarding successor transfer agents.

From 2023 through 2025, respondents annually filed approximately 12 Forms TA-W with the Commission. The Commission therefore estimates that 12 transfer agents are expected to rely on Rule 17Ac3-1 and Form TA-W annually over the subsequent 3 years. The Commission estimates that it takes approximately 30 minutes per transfer agent to complete a Form TA-W. The estimated aggregate annual time burden is thus approximately 6 hours (12 filings × 0.5 hours), which comprises a one-time reporting burden. The estimated internal labor cost of compliance per filing is approximately $72 (0.5 hours × $144 average hourly rate for a general office clerk).^[7] The estimated aggregate ( printed page 45848) internal compliance cost per year is thus approximately $864 (12 filings × $72 per filing).

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number.

Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance of the functions of the SEC, including whether the information will have practical utility; (b) the accuracy of the SEC's estimate of the burden imposed by the proposed collection of information, including the validity of the methodology and the assumptions used; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated, electronic collection techniques or other forms of information technology.

Please direct your written comments on this 60-Day Collection Notice to Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg via email to PaperworkReductionAct@sec.gov by September 21, 2026.