TA-1/A : Filer Information
Submission Contact Information
The registrant may provide a single e-mail address for contact purposes.
1(f)(i). Contact Name: | |
1(f)(ii). Contact Phone Number: | |
1(f)(iii). Contact E-Mail Address: | |
Notification Information
The registrant may provide additional e-mail addresses for those persons the filer would like to receive notification e-mails regarding the filing.
1(g). Notification E-mail Address: | |
TA-1/A : Registrant Information
2. Appropriate regulatory agency (check one): | Securities and Exchange Commission Federal Deposit Insurance Corporation Comptroller of the Currency |
3(a). Full Name of Registrant: | PRICE ROWE T SERVICES INC /TA |
3(a)(i). Previous name, if being amended: | |
3(b). Financial Industry Number (FINS) number: | 408005 |
3(c). Address of principal office where transfer agent activities are, or will be, performed:
3(c)(i). Address 1 | 4515 Painters Mill Road |
3(c)(ii). Address 2 | |
3(c)(iii). City | Owings Mills |
3(c)(iv). State or Country | MARYLAND |
3(c)(v). Postal Code | 21117 |
3(d). Is Mailing address different from response to Question 3c? If "yes" provide address(es): | Yes No |
3(d)(i). Address 1 | 100 E. Pratt Street |
3(d)(ii). Address 2 | |
3(d)(iii). City | Baltimore |
3(d)(iv). State or Country | MARYLAND |
3(d)(v). Postal Code | 21202 |
3(e). Telephone Number (Include Area Code) | 4103456787 |
4. Does Registrant conduct, or will it conduct, transfer agent activities at any location other than that given in Questions 3(c) above? If "Yes" provide address (es): | Yes No |
Other Business Location Record: 1 | |
4(a)(i). Address 1 | Financial Center One |
4(a)(ii). Address 2 | 2260 Briargate Parkway |
4(a)(iii). City | Colorado Springs |
4(a)(iv). State or Country | COLORADO |
4(a)(v). Postal Code | 80920 |
Other Business Location Record: 2 | |
4(a)(i). Address 1 | Financial Center Two |
4(a)(ii). Address 2 | 2220 Briargate Parkway |
4(a)(iii). City | Colorado Springs |
4(a)(iv). State or Country | COLORADO |
4(a)(v). Postal Code | 80920 |
5. Does registrant act, or will it act, as a transfer agent solely for its own securities, and/or securities of an affiliate(s)? | Yes No |
6. Has registrant, as a named transfer agent, engaged, or will it engage, a service company to perform any transfer agent functions? | Yes No |
7. Has registrant been engaged, or will it be engaged as a service company by a named transfer agent to perform transfer agent functions? | Yes No |
TA-1/A : Independent, Non-Issuer Registrant Information
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".
8. Is registrant a: | Not Applicable |
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, or;…. | Yes No |
9(b). wholly or partially finance the business of the 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 and others?….. | Yes No |
TA-1/A : 10. Applicant and Control Affiliate Disciplinary History
The following definitions apply for purposes of answering this Question 10
Control Affiliate | - 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. 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. |
Investment or investment related | - Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker dealer, investment company, investment adviser, futures sponsor, bank, or savings and loan association). |
Involved | - Doing an act of aiding, abetting, counseling, 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 contendere ("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 extortion? | Yes No |
10(a)(2). any other felony? | Yes No |
10(b). Has any court in the past ten years: |
10(b)(1). enjoined the applicant or a control affiliate in connection with any investment-related activity? | Yes No |
10(b)(2). found that the applicant or control affiliate was involved in a violation of investment-related statutes or regulations? | Yes No |
10 (c). Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever: |
10(c)(1). found the applicant or control affiliate to have made a false statement or omission? | Yes No |
10(c)(2). found the applicant or control affiliate to have been involved in a violation of its regulation or statutes? | Yes No |
Entity information Related to item 10(c)(2) Record: 1
10(c)(2)(i). The individuals named in the Action | T. Rowe Price Associates, Inc |
10(c)(2)(ii). Title of Action | Order Instituting Proceedings and Findings and Order Imposing Remedial Sanction |
10(c)(2)(iii). Date of Action | 01/16/1979 |
10(c)(2)(iv). The Court or body taking the Action and its location | Securities and Exchange Commission |
10(c)(2)(v). Description of the Action | On January 16, 1979, pursuant to an offer of settlement by T. Rowe Price, the SEC issued an order censuring T. Rowe Price for alleged violations of Section 206 of the Investment Advisors Act of 1940. T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC. The primary issue involved was the manner in which the Managed Portfolio Program was described to clients, particularly with respect to the use of a model portfolio and the use of computer-based implementation of the service. |
10(c)(2)(vi). The disposition of the proceeding | T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC. |
10(c)(3). found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted? | Yes No |
10(c)(4). entered an order denying, suspending or revoking the applicant’s or control affiliate’s registration or otherwise disciplined it by restricting its activities? | Yes No |
10(d). Has any other Federal regulatory agency or any state regulatory agency : |
10(d)(1). ever found the applicant or control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical? | Yes No |
10(d)(2). ever found the applicant or control affiliate to have been involved in a violation of investment-related regulations or statutes? | Yes No |
Entity information Related to item 10(d)(2) Record: 1
10(d)(2)(i). The individuals named in the Action | T. Rowe Price Associates, Inc. |
10(d)(2)(ii). Title of Action | Order Instituting Proceedings and Findings and Order Imposing Remedial Sanction |
10(d)(2)(iii). Date of Action | 01/16/1979 |
10(d)(2)(iv). The Court or body taking the Action and its location | Securities and Exchange Commission |
10(d)(2)(v). Description of the Action | On January 16, 1979, pursuant to an offer of settlement by T. Rowe Price, the SEC issued an order censuring T. Rowe Price for alleged violations of Section 206 of the Investment Advisors Act of 1940. T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC. The primary issue involved was the manner in which the Managed Portfolio Program was described to clients, particularly with respect to the use of a model portfolio and the use of computer-based implementation of the service. |
10(d)(2)(vi). The disposition of the proceeding | T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC. |
10(d)(3). ever found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business Denied, suspended, revoked or restricted? | Yes No |
10(d)(4). in the past ten years entered an order against the applicant or control affiliate in connection with investment-related activity? | Yes No |
10(d)(5). ever denied, suspended, or revoked applicant’s or control affiliate’s registration or license, or prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities? | Yes No |
10(d)(6). ever revoked or suspended the applicant’s or a control affiliate’s license as an attorney or accountant? | Yes No |
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 omission? | Yes No |
10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules? | Yes No |
Entity information Related to item 10(e)(2) Record: 1
10(e)(2)(i). The individuals named in the Action | T. Rowe Price Investment Services, Inc. |
10(e)(2)(ii). Title of Action | Financial Industry Regulatory Authority Letter of Acceptance, Waiver and Consent |
10(e)(2)(iii). Date of Action | 12/11/2012 |
10(e)(2)(iv). The Court or body taking the Action and its location | Financial Industry Regulatory Authority |
10(e)(2)(v). Description of the Action | In August 2011, T. Rowe Price Investment Services, Inc. (TRPIS) received an inquiry from FINRA related to mutual funds sold through our Brokerage division requesting details of any instance when a prospectus was required to be sent, but was not sent within three business days from the purchase date, as required by the SEC. TRPIS utilized a third party vendor to deliver prospectuses to Brokerage clients. For the review period there were instances where a prospectus was not sent within the required three business days. TRPIS provided FINRA with copies of our procedures for oversight of the prospectus delivery process, which were enhanced in light of this matter. On June 25, 2012, TRPIS was advised by FINRA staff that it made a preliminary determination to recommend that a disciplinary action be brought against TRPIS based upon the incidents when prospectuses were not timely delivered and failure to maintain procedures to adequately supervise such process. On December 31, 2012, TRPIS resolved the case through a Letter of Acceptance, Waiver and Consent letter, which acts as a final settlement, and agreed to a censure and sanction of $40,000. |
10(e)(2)(vi). The disposition of the proceeding | TRPIS resolved the case through a Letter of Acceptance, Waiver and Consent letter, which acts as a final settlement, and agreed to a censure and sanction of $40,000. |
10(e)(3). found the applicant or a control affiliate to have been the cause of an investment-related business losing its authorization to do business? | Yes No |
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 restricting its activities? | Yes No |
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 fraud? | Yes No |
10(g). Is the applicant or a control affiliate now the subject of a proceeding that could result in a yes answer for questions 10(a) – 10(f) ? | Yes No |
10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate? | Yes No |
10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it? | Yes No |
TA-1/A : Signature
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 supplement and Schedules A-D, And the executing official hereby represent that all the information contained herein is true, correct and complete.
11(a). Signature of Official responsible for Form: | Stephen G. Swirnow |
11(b). Telephone Number: | 4103456787 |
11(c). Title of Signing Officer: | Vice President and Managing Legal Counsel |
11(d). Date Signed (Month/Day/Year): | 05/10/2022 |