UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM TA-1

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UNIFORM FORM FOR REGISTRATION AS A TRANSFER AGENT AND FOR AMENDMENT
TO REGISTRATION PURSUANT TO SECTION 17A OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL:
Form TA-1 is to be used to register or amend registration as a transfer agent with the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934.
Read all instructions before completing this form. Please print or type all responses.
Form Version 3.2.0
1(a). Filer CIK:
0001424912
1(c). Live/Test Filing? x Live o Test
1(e). Is this filing an amendment to a previous filing? x Yes
1(e)(i). File Number: 084-06285
2. Appropriate regulatory agency (check one) :
x Securities and Exchange Commission
o Board of Governors of the Federal Reserve System
o Federal Deposit Insurance Corporation
o Comptroller of the Currency
o Office of Thrift Supervision
3(a). Full Name of Registrant:
se2, inc.
3(a)(i). Previous name, if being amended:
3(b). Financial Industry Number Standard (FINS) number:
336479
3(c). Address of principal office where transfer agent activities are, or will be, performed:
3(c)(i). Address 1
One Security Benefit Place
3(c)(ii). Address 2
3(c)(iii). City
Topeka
3(c)(iv). State or Country
KS
KANSAS
3(c)(v). Postal Code
66636
3(d). Is Mailing address different from response to Question 3c?
If "yes," provide address(es):
Yes No
o x
3(e). Telephone Number
(Include Area Code)
785-438-3000
4. Does registrant conduct, or will it conduct, transfer agent activities at any location other than that given in question 3c above?
If "yes," provide address(es):
Yes No
o x
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
o x
6. Has registrant, as a named transfer agent, engaged, or will it engage, a service company to perform any transfer agent functions?
Yes No
o x
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
x o
If "yes," provide the name(s) and File Number(s) of the named transfer agent(s) for which the registrant has been engaged, or will be engaged, as a service company to perform transfer agent functions:
7(a). Name
Rydex Fund Services, LLC
7(b). File Number: 084-05475
7(c)(i). Address 1
805 KING FARM BLVD SUITE 600
7(c)(ii). Address 2
7(c)(iii). City
Rockville
7(c)(iv). State or Country
MD
7(c)(v). Postal Code
20850
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: Corporation
Section for Initial Registration and for Amendments Reporting Additional Persons.
8(a)(i). Full Name
Security Benefit Corporation
8(a) (ii). Relationship Start Date
2005-02-14
8(a) (iii). Title or Status
Shareholder
8(a) (iv). Ownership Code
E - 75% up to 100%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
David J. Keith
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Director/Chairman & CEO
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Eric F. Rea
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
President, Director & Chief Mktg Officer
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
John F. Guyot
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Director, Sr. Vice President & Secretary
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
James R. Schmank
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Sr. Vice President & CFO
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Guggenheim SBC Holdings, LLC
8(a) (ii). Relationship Start Date
2010-07-30
8(a) (iii). Title or Status
Shareholder of Security Benefit Corp
8(a) (iv). Ownership Code
E - 75% up to 100%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
John F. Frye
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Director, Sr. Vice President & Treasurer
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Brent L. Littleton
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Sr. Vice President & Chief Tech Officer
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Frank J. Rosa
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Sr. Vice President & COO
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Mary Ann Durall
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Vice President, Client Solutions
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Thomas M. Spencer
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Vice President, Business Development
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Lisa Young
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Assistant Treasurer
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Brenda Kramer
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Sr. Legal Analyst & Assistant Secretary
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Howard R. Fricke
8(a) (ii). Relationship Start Date
2010-09-30
8(a) (iii). Title or Status
Chairman of the Board
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
2010-09-30
8(a)(i). Full Name
Eldridge Investors, LLC
8(a) (ii). Relationship Start Date
2010-07-30
8(a) (iii). Title or Status
Membership Interest Guggenheim SBC Hldgs
8(a) (iv). Ownership Code
E - 75% up to 100%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Guggenheim Knights of Security, LLC
8(a) (ii). Relationship Start Date
2010-07-30
8(a) (iii). Title or Status
Managing Member - Guggenheim SBC Hldgs
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Guggenheim Lawrence, LLC
8(a) (ii). Relationship Start Date
2010-07-30
8(a) (iii). Title or Status
Managing Member Eldridge Investors
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
SB Kansas Investors, LLC
8(a) (ii). Relationship Start Date
2010-07-30
8(a) (iii). Title or Status
Membership Interest Eldridge Investors
8(a) (iv). Ownership Code
E - 75% up to 100%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Robert Patton
8(a) (ii). Relationship Start Date
2010-07-30
8(a) (iii). Title or Status
Member SB Kansas Investors
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Christopher D. Swickard
8(a) (ii). Relationship Start Date
2011-12-29
8(a) (iii). Title or Status
VP, Assoc. General Counsel & Asst. Secty
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Michael P. Kiley
8(a) (ii). Relationship Start Date
2011-12-29
8(a) (iii). Title or Status
Director
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
8(a)(i). Full Name
Ryan Johnson
8(a) (ii). Relationship Start Date
2011-12-29
8(a) (iii). Title or Status
Vice President, Business Development
8(a) (iv). Ownership Code
NA - 0 to 5%
8(a) (v). Control Person
x
8(a) (vi). Relationship End Date
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 x o
9(a)(i). Exact name of each person or entity
Gugenheim Partners, LLC
9(a)(ii). Description of the Agreement or other basis
100% Interest in Guggenheim Knights of Security, LLC
9(a)(i). Exact name of each person or entity
Guggenheim Capital, LLC
9(a)(ii). Description of the Agreement or other basis
100% Interest in Guggenheim Partners, LLC
9(a)(i). Exact name of each person or entity
Sage Assets, Inc.
9(a)(ii). Description of the Agreement or other basis
More than 40% Interest in Guggenheim Capital, LLC
9(a)(i). Exact name of each person or entity
Consolidated Investment Services, Inc.
9(a)(ii). Description of the Agreement or other basis
100% Stockholder of Sage Assets, Inc.
9(a)(i). Exact name of each person or entity
Sammons Enterprises, Inc.
9(a)(ii). Description of the Agreement or other basis
100% Stockholder of Consolidated Investment Services, Inc.
9(b). wholly or partially finance the business of 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
o x
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 contender ("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
o x
10(a)(2). any other felony? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
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
o x
10(b)(2). found that the applicant or a control affiliate was involved in a violation of investment-related statutes or regulations? . . . . .
Yes No
o x
10(c). Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever:
10(c)(1). found the applicant or a control affiliate to have made a false statement or omission? . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
10(c)(2). found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes? . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
10(c)(3). found the applicant or a 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
o x
10(c)(4). entered an order denying, suspending or revoking the applicant's or a control affiliate's registration or otherwise disciplined it by restricting its activities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
10(d). Has any other Federal regulatory agency or any state regulatory agency:
10(d)(1). ever found the applicant or a control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical? . . . . . .
Yes No
o x
10(d)(2). ever found the applicant or a control affiliate to have been involved in a violation of investment-related regulations or statutes? . . . . . . . . . . . . . . . . .
Yes No
x o
10(d)(2) (i). The individuals named in the Action
Security Distributors, Inc. (SDI)
10(d)(2) (ii). Title of Action
Consent Order
10(d)(2) (iii). Date of Action
1978-04-13
10(d)(2) (iv). The Court or body taking the Action and its location
New York Securities Commission
10(d)(2) (v). Description of the Action
The applicant is under common control with Security Distributors, Inc. (SDI) a registered broker/dealer. The NY Securities Commission alleged that SDI failed to file renewals of its broker/dealer statements pursuant to the general business laws of NY.
10(d)(2) (vi). The disposition of the proceeding
SDI consented to a $4,000 monetary fine and was ordered to cease and desist from further violations.
10(d)(2) (i). The individuals named in the Action
First Security Benefit Life Insurance and Annuity Company of New York (FSBL)
10(d)(2) (ii). Title of Action
Stipulation No. 2010-0095-S
10(d)(2) (iii). Date of Action
2010-04-29
10(d)(2) (iv). The Court or body taking the Action and its location
State of New York Insurance Department (NYID)
10(d)(2) (v). Description of the Action
The NYID conducted a routine triennial market conduct exam for the period January 1, 2004 thru December 31, 2006. During such exam it found that FSBL unintentionally violated various provisions of the New York Insurance Department's replacement regulation ("Regulation 60").
10(d)(2) (vi). The disposition of the proceeding
FSBL entered into a stipulation and consented to a $25,000 fine and further agreed to take all steps necessary to prevent recurrence of similar Regulation 60 violations.
10(d)(2) (i). The individuals named in the Action
Security Benefit Life Insurance Company (SBL)
10(d)(2) (ii). Title of Action
Stipulation & Consent Order
10(d)(2) (iii). Date of Action
2009-05-08
10(d)(2) (iv). The Court or body taking the Action and its location
Illinois Dept of Financial & Professional Regulation - Division of Insurance
10(d)(2) (v). Description of the Action
SBL failed to timely file a Policy In Force Mandatory Annual Statement Supplement Data Call as required by IL Div. of Insurance Regulations.
10(d)(2) (vi). The disposition of the proceeding
SBL and the IL Div. of Insurance entered into a Stipulation & Consent Order agreeing to a $2,000 fine and SBL agreed to comply with the Regulation in the future.
10(d)(2) (i). The individuals named in the Action
Security Benefit Life Insurance Company (SBL)
10(d)(2) (ii). Title of Action
Consent Order - Report ID # 2186
10(d)(2) (iii). Date of Action
2007-03-21
10(d)(2) (iv). The Court or body taking the Action and its location
Minnesota Commissioner of Commerce (MN COC)
10(d)(2) (v). Description of the Action
The Consent Order was the result of a consumer complaint against SBL alleging errors in the administration of an annuity contract resulting in incorrect payments being made to an annuitant, in violation of MN Statutes.
10(d)(2) (vi). The disposition of the proceeding
The MN COC and SBL entered into a Consent Order wherein SBL agreed to an informal disposition of the matter without a hearing and paid a civil penalty of $2,500.
10(d)(2) (i). The individuals named in the Action
Security Benefit Life Insurance Company (SBL)
10(d)(2) (ii). Title of Action
Consent to Fine Cause No. 05.1081
10(d)(2) (iii). Date of Action
2005-12-12
10(d)(2) (iv). The Court or body taking the Action and its location
State of Nevada Division of Insurance (NDI)
10(d)(2) (v). Description of the Action
SBL failed to timely file an Annual Certification of Advertising as required by NDI Regulations.
10(d)(2) (vi). The disposition of the proceeding
SBL consented to a fine of $500 to settle the cause.
10(d)(2) (i). The individuals named in the Action
Security Benefit Life Insurance Company (SBL)
10(d)(2) (ii). Title of Action
Statutory Penalty
10(d)(2) (iii). Date of Action
2007-02-04
10(d)(2) (iv). The Court or body taking the Action and its location
Commonwealth of Virginia Commissioner of Insurance (VCI)
10(d)(2) (v). Description of the Action
SBL failed to timely pay agent appointment fees pursuant to VCI Regulations
10(d)(2) (vi). The disposition of the proceeding
The VCI assessed a statutory penalty in the amount of $3,550 against SBL.
10(d)(2) (i). The individuals named in the Action
Security Benefit Life Insurance Company (SBL)
10(d)(2) (ii). Title of Action
Case No. C109-2006-68675
10(d)(2) (iii). Date of Action
2006-05-17
10(d)(2) (iv). The Court or body taking the Action and its location
Alabama Department of Insurance (ADI)
10(d)(2) (v). Description of the Action
On 4/4/2006, the ADI entered an Order to Show Cause against SBL regarding its failure to pay an invoice for agent appointment fees dated 1/2/2006. SBL paid the outstanding invoice on 4/13/2006, and remitted a letter to the ADI explaining its non-payment was not a willful violation of ADI Regulations.
10(d)(2) (vi). The disposition of the proceeding
On 5/17/2006, the ADI entered an Order Lifting Order to Show Cause and Settlement Agreement. SBL consented to a $500 fine and agreed to promptly pay invoices for the continuation of producer appointments in the future.
10(d)(3). ever found the applicant or a 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
o x
10(d)(4). in the past ten years entered an order against the applicant or a control affiliate in connection with investment-related activity? . . . . . . . . . .
Yes No
o x
10(d)(5). ever denied, suspended, or revoked the applicant's or a 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
o x
10(d)(6). ever revoked or suspended the applicant's or a control affiliate's license as an attorney or accountant? . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
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
o x
10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
x o
10(e)(2) (i). The individuals named in the Action
Rydex Distributors, LLC
10(e)(2) (ii). Title of Action
STAR NO. 2008012206801
10(e)(2) (iii). Date of Action
2010-04-20
10(e)(2) (iv). The Court or body taking the Action and its location
FINRA
10(e)(2) (v). Description of the Action
DURING THE PERIOD OF JULY 10, 2006 THROUGH FEBRUARY 6, 2008, THE FIRM FAILED TO TRANSMIT REPORTABLE ORDER EVENTS ("ROES") TO THE ORDER AUDIT TRAIL SYSTEM ("OATS").
10(e)(2) (vi). The disposition of the proceeding
MONETARY FINE $12,500 AND CENSURE THRU ACCEPTANCE, WAIVER AND CONSENT ("AWC") TO RESOLVE THE CHARGES THAT WERE UNDER CONSIDERATION BY FINRA'S DEPARTMENT OF MARKET REGULATION. THE AWC WAS ACCEPTED BY THE NATIONAL ADJUDICATORY COUNCIL REVIEW SUBCOMMITTEE.
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
o x
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
o x
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
o x
10(g). Is the applicant or a control affiliate now the subject of any proceeding that could result in a yes answer to questions 10(a) - 10(F)?
Yes No
o x
10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes No
o x
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:
CHRISTOPHER D. SWICKARD
11(b). Telephone number:
785-438-3321
11(c). Title of Signing Officer:
VP & ASSISTANT SECRETARY
11(d). Date signed (Month/Day/Year):
2012-02-15