Letter to SEC on Notice of Assumption or Termination of Transfer Agent Services

Moshe Rothman, Director Division of Trading and Markets
U. S. Securities Exchange and Commission
100 F Street, NE
Washington, DC 20549

Dear Mr. Rothman,

On behalf of the American Bankers Association (ABA) Corporate Trust Committee, we thank you for meeting with us on June 13, 2022, to discuss Rule 17Ad-16 and the Securities and Exchange Commission (SEC or Commission) expectations for Notice of Assumption (Notice) responsibilities of indenture trustees. As the Committee noted then and in a previous meeting on June 1, 2018, indenture trustees seek a reasonable interpretation of the Rule to alleviate unnecessary operational burden of duplicative Notices. Specifically, ABA urges the SEC to clarify that Rule 17Ad-16 only requires a Notice with the Depository Trust and Clearing Corporation (DTCC) when (1) the filing transfer agent ceases to perform transfer agent services to an issuer, (2) the filing transfer agent is the successor to a previous transfer agent, or (3) there is a change of a transfer agent's name or address.

From 1994 when the Rule was promulgated until around 2015, indenture trustees complied with their obligations by providing Notices when ceasing to perform services, assuming services as a successor transfer agent, or when there was a change in name or address. Since that time, however, transfer agents have had to provide Notices to DTCC for every new engagement, even though underwriters, financial advisors, or clearing participants already identify the transfer agents for DTCC-eligible securities in "The Depository Trust Company (DTC) Eligibility Questionnaire."

In accordance with Rule 17Ad-16, DTCC posts received Notices to its Legal Entity Notice System. ABA understands that DTCC does not need the information contained in a Notice for new DTCC-eligible issues, because its system is already populated with the relevant information through the underwriting process mentioned above. In other words, bondholders, the SEC, and other interested parties with access to DTCC recordkeeping would have complete information about newly appointed, terminating, and successor transfer agents, even if a Notice were not required for new issuances. We therefore believe that the SEC can reasonably interpret the Rule to only require Notices as urged above.

If you have any question concerning this letter or would like additional information on the issues discussed, please do not hesitate to contact me at [email protected].

Sincerely,

Phoebe A. Papageorgiou
Vice President, Trust Policy
Wealth Management & Trust Group
American Bankers Association