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 (“PRA”) (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 17Ad-3(b) (17 CFR 240.17Ad-3(b)), under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (“Exchange Act”).

Section 17A(d)(1)(A) of the Exchange Act generally prohibits any registered transfer agent from engaging in any transfer agent activity in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Exchange Act. In addition, Sections 17(a)(1) and (3) of the Exchange Act require every registered transfer agent to make reports as the Commission or other appropriate regulatory agency (“ARA”), as defined in Section 3(a)(34)(B) of the Exchange Act, prescribe by rule as necessary or appropriate in furtherance of the purposes of Section 17A of the Exchange Act.

On June 16, 1977, the Commission adopted Rules 17Ad-2(c) and (d), pursuant to Sections 2, 17, 17A, and 23(a) of the Exchange Act ^[1] in order to provide an early warning system to ARAs when a registered transfer agent is not meeting the performance standards set forth in the Commission's rules.^[2] Rules 17Ad-2(c) and (d) enable an ARA to take timely, preventive, and remedial measures to protect the public interest and investors. Similarly, the Commission also adopted Rule 17Ad-3(b) to alert issuers when their transfer agents fail to meet the minimum performance standards set forth in Rule 17Ad-3(b).^[3]

Rule 17Ad-3(b) requires a registered transfer agent to send a copy of the written notice required pursuant to Rules 17Ad-2(c) and (d) to all the issuers for which that transfer agent acts when for two consecutive months the transfer agent has failed to turnaround at least 75% of all routine items in accordance with the requirements of Rule 17Ad-2(a) or to process at least 75% of all items in accordance with the requirements of Rule 17Ad-2(b). The transfer agent is required to send the notice within twenty business days after the close of the second month to the chief executive officer (“CEO”) of each issuer for which such registered transfer agent acts.

The Commission estimates that each year approximately two registered transfer agents send a notice of non-compliance to the Commission and their ARA pursuant to Rule 17Ad-2(c) and (d). Pursuant to Rule 17Ad-3(b), a transfer agent that has already filed a notice of non-compliance with the Commission and its ARA pursuant to Rule 17Ad-2 will only be required to send a copy of that notice to issuers it ( printed page 53454) services when that transfer agent fails to turnaround 75% of all routine items or to process 75% of all items for two consecutive months. The Commission estimates that each year approximately one of the two registered transfer agents that file a notice of non-compliance with the Commission and ARA will meet the requirements of Rule 17Ad-3(b), and such transfer agent will send its issuer-clients a copy of the notice that has already been filed under Rule 17Ad-2(c) or (d). The Commission estimates that the time burden of doing so will be approximately 4 hours per year. The total estimated time burden associated with Rule 17Ad-3(b) is thus approximately 4 hours per year (1 notice per year x 4 hours per notice). The Commission estimates that the total annual internal labor cost for a transfer agent to comply with this third-party disclosure requirement is approximately $1,320 per year (4 hours × $330 per hour for Accountants and Auditors = $1,320).^[4]

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 October 19, 2026.