E9-9671. 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.

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”) has submitted to the Office of Management and Budget a request for extension of the previously approved collection of information discussed below.

• 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).

Rule 17Ac2-2 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.

General comments regarding the estimated burden hours should be directed to the following persons: (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, Virginia 22312; or by sending an e-mail to: [e-mail]. Comments must be submitted to OMB within 30 days of this notice.

Dated: April 22, 2009.

Elizabeth M. Murphy,

Secretary.