E7-545. Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information, Washington, DC 20549.

Extension: Rule 17Ad-16, SEC File No. 270-363, OMB Control No. 3235-0413.

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.

• Rule 17Ad-16: Notice of Assumption or Termination of Transfer Agent Services

Rule 17Ad-16, (17 CFR 240.17Ad-16), under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), requires a registered transfer agent to provide written notice to the appropriate qualified registered securities depository when assuming or terminating transfer agent services on behalf of an issuer or when changing its name or address. In addition, transfer agents that provide such notice shall maintain such notice for a period of at least two years in an easily accessible place. This rule addresses the problem of certificate transfer delays caused by transfer requests that are directed to the wrong transfer agent or the wrong address.

We estimate that the transfer agent industry submits 600 Rule 17Ad-16 notices to appropriate qualified registered securities depositories. The staff estimates that the average amount of time necessary to create and submit each notice is approximately 15 minutes per notice. Accordingly, the estimated total industry burden is 150 hours per year (15 minutes multiplied by 600 notices filed annually).

Because the information needed by transfer agents to properly notify the appropriate registered securities depository is readily available to them and the report is simple and straightforward, the cost is minimal. The average cost to prepare and send a notice is approximately $7.50 (15 minutes at $30 per hour). This yields an industry-wide cost estimate of $4,500 (600 notices multiplied by $7.50 per notice).

The retention period for the recordkeeping requirements under Rule 17Ad-16 is two years for both the clearing agencies and transfer agents. The recordkeeping requirement under Rule 17Ad-16 is mandatory to ensure accurate securityholder records, prompt and efficient clearance and settlement of securities transactions, and to assist the Commission and other regulatory agencies with monitoring transfer agents and ensuring compliance with the rule. This rule does not involve the collection of confidential information. Please note that 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 control number.

Comments should be directed to: R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312 or send an e-mail to: [e-mail]. Comments must be submitted within 60 days of this notice.

January 8, 2007.

J. Lynn Taylor,

Assistant Secretary.