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###### Securities and Exchange Commission

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

Extension:

Form 15F; OMB Control No. 3235-0621; SEC File No. 270-559.

                    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                           ( print page 32823)                        summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.                

Form 15F (17 CFR 249.324) is filed by a foreign private issuer when terminating its Exchange Act reporting obligations under Exchange Act Rule 12h-6 (240.12h-6). Form 15F requires a filer to disclose information that helps investors understand the foreign private issuer's decision to terminate its Exchange Act reporting obligations and assist Commission staff in determining whether the filer is eligible to terminate its Exchange Act reporting obligations pursuant to Rule 12h-6. Compared to Exchange Act Rules 12g-4 (240.12g-4) and 12h-3 (240.12h-3), Rule 12h-6 makes it easier for a foreign private issuer to exit the Exchange Act registration and reporting regime when there is relatively little U.S. investor interest in its securities. Rule 12h-6 is intended to remove a disincentive for foreign private issuers to register initially their securities with the Commission by lessening their concern that the Exchange Act registration and reporting system is difficult to exit once an issuer joins it. We estimate that Form 15F takes approximately 30 hours to prepare and is filed by approximately 300 issuers. We estimate that 25% of the 30 hours per response (7.5 hours per response) is prepared by the filer for a total annual reporting burden of 2,250 hours (7.5 hours per response × 300 responses).

Written comments are invited on: (a) Whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden imposed by the 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.

                    Please direct your written comments to Charles Boucher/CIO, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to:                     *PRA_Mailbox@sec.gov.*

Dated: June 2, 2010.

Elizabeth M. Murphy,

Secretary.

[FR Doc. 2010-13831 Filed 6-8-10; 8:45 am]

BILLING CODE 8010-01-P