March 20, 2008
This is a request for the Commission to clarify which transfer agents are subject to FAST Agent Requirement No. 9. This provision requires that transfer agents must provide DTC with an annual accountants report attesting to the soundness of the transfer agents controls relating to FAST.
As you are aware, certain registered transfer agents are exempt from Section 240.17Ad-13 Annual Study and Evaluation of Internal Account Control if they perform transfer agent functions solely for their own securities. For those issuer/agents whose issues are traded on the NYSE, each has executed Form 906.03 Agreement For Corporate Issuers To Act As Transfer Agent and Registrar. Section 12 of the Agreement requires that the issuer/agents independent auditors perform an annual review of the agents internal controls. A copy of the auditors report is to be provided to the issuer/agents board of directors with a copy to the NYSE setting forth the results of the review. The report is also provided to SEC auditors in their periodic audit of these issuer/agents and to DTC on request.
I respectfully request that the Commission indicate in the final rule if transfer agents exempt from Section 240.17ad-13 are also exempt from FAST Agent Requirement No. 9.