E9-9162. Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213.

Extension:

Rule 15g-5; OMB Control No. 3235-0394; SEC File No. 270-348.

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”) has submitted to the Office of Management and Budget a request for extension of the existing collection of information provided for in the following rule: Rule 15g-5—Disclosure of compensation of associated persons in connection with penny stock transactions (17 CFR 240.15g-5) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).

Rule 15g-5 requires brokers and dealers to disclose to customers the amount of compensation to be received by their sales agents in connection with penny stock transactions. The purpose of the rule is to increase the level of disclosure to investors concerning penny stocks generally and specific penny stock transactions.

The Commission estimates that approximately 240 broker-dealers will spend an average of 100 hours annually to comply with the rule. Thus, the total compliance burden is approximately 24,000 burden-hours per year.

Rule 15g-5 contains record retention requirements. Compliance with the rule is mandatory. 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: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or by sending an e-mail to: [e-mail]; and (ii) Charles Boucher, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312 or send an e-mail to [e-mail]. Comments must be submitted within 30 days of this notice.

April 15, 2009.

Florence E. Harmon,

Deputy Secretary.