E9-4816. Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549.

Extension:

Rule 17Ac2-2, SEC File No. 270-298, OMB Control No. 3235-0337.

Form TA-2, SEC File No. 270-298, OMB Control No. 3235-0337.

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 17Ac2-2 and Form TA-2 (OMB Control No. 3235-0337; SEC File No. 270-298).

Rule 17Ac2-2 (17 CFR 240.17Ac2-2) and Form TA-2 under the Securities Exchange Act of 1934 (17 U.S.C. 78a et seq.) require transfer agents to file an annual report of their business activities with the Commission. The amount of time needed to comply with the requirements of Rule 17Ac2-2 and Form TA-2 varies. From the total 598 registered transfer agents, approximately 30 registrants would be required to complete only Questions 1 through 4 and the signature section of amended Form TA-2, which the Commission estimates would take each registrant about 30 minutes, for a total burden of 15 hours (30 × .5 hours). Approximately 111 registrants would be required to answer Questions 1 through 5, 10, and 11 and the signature section, which the Commission estimates would take about 1 hour and 30 minutes, for a total of 166.5 hours (111 × 1.5 hours). The remaining registrants, approximately 457, would be required to complete the entire Form TA-2, which the Commission estimates would take about 6 hours, for a total of 2,742 hours (457 × 6 hours). We estimate that the total burden would be 2,923.5 hours (15 hours + 166.5 hours + 2,742 hours).

We estimate that the total cost of reviewing and entering the information reported on the Forms TA-2 for respondents is $41.50 per hour. The Commission estimates that the total cost would be $121,325.25 annually ($41.50 × 2,923.5).

Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility; (b) the accuracy of the agency's estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Comments should be directed to Charles Boucher, 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 to OMB within 60 days of this notice.

Dated: February 26, 2009.

Jill M. Peterson,

Assistant Secretary.