Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736

Extension:

Rule 17Ac2-2 and Form TA-2

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (“PRA”) (44 U.S.C. 3501 et seq. ), the Securities and Exchange Commission (“Commission”) is soliciting comments on the existing collection of information provided for in Rule 17Ac2-2(17 CFR 240.17Ac2-2) and Form TA-2 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq. ) (“Exchange Act”). The Commission plans to submit this existing collection of information to the Office of Management and Budget (“OMB”) for extension and approval.

Rule 17Ac2-2 and Form TA-2 require registered transfer agents to file an annual report of their business activities with the Commission. These reporting requirements are designed to ensure that all registered transfer agents are providing the Commission with sufficient information on an annual basis about the transfer agent community and to permit the Commission to effectively monitor business activities of transfer agents.

The amount of time needed to comply with the requirements of Rule 17Ac2-2 and Form TA-2 varies. Of the total 362 registered transfer agents, approximately 9.2% (or 33 registrants) would be required to complete only questions 1 through 3 and the signature section of Form TA-2, which the Commission estimates would take each registrant approximately 30 minutes, for a total burden of approximately 17 hours (33 × .5 hours). Approximately 26.5% of registrants (or 96 registrants) would be required to answer questions 1 through 5, question 11 and the signature section, which the Commission estimates would take approximately 1 hour and 30 minutes, for a total of approximately 144 hours (96 × 1.5 hours). Approximately 64.2% of the registrants (or 232 registrants) would be required to complete the entire Form TA-2, which the Commission estimates would take approximately 6 hours, for a total of approximately 1,392 hours (232 × 6 hours). The aggregate annual burden on all 362 registered transfer agents is thus approximately 1,553 hours (17 hours + 144 hours + 1,392 hours) and the average annual burden per transfer agent is approximately 4.29 hours (1,553 ÷ 362).

Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission's estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information 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.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number.

Please direct your written comments to: David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549, or send an email to: PRA_Mailbox@sec.gov.