E6-18792. Submission for OMB Review; Comment Request

Upon written request, copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549.

Extension:

Rule 17i-2; SEC File No. 270-528; OMB Control No. 3235-0592.

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.

Section 231 of the Gramm-Leach-Bliley Act of 1999 ^[1] (the “GLBA”) amended Section 17 of the Securities Exchange Act of 1934 (the “Act” or the “Exchange Act”) to create a regulatory framework under which a holding company of a broker-dealer (“investment bank holding company” or “IBHC”) may voluntarily be supervised by the Commission as a supervised investment bank holding company (or “SIBHC”).^[2] In 2004, the Commission promulgated rules, including Rule 17i-2 (17 CFR 240.17i-2) to create a framework for the Commission to supervise SIBHCs.^[3] This framework includes qualification criteria for SIBHCs, as well as recordkeeping and reporting requirements. Among other things, this regulatory framework for SIBHCs is intended to provide a basis for non-U.S. financial regulators to treat the Commission as the principal U.S. consolidated, home-country supervisor ^[4] for SIBHCs and their affiliated broker-dealers.

Rule 17i-2 provides the method by which an IBHC can elect to become an SIBHC. In addition, Rule 17i-2 indicates that the IBHC will automatically become an SIBHC 45 days after the Commission receives its completed Notice of Intention unless the Commission issues an order indicating either that it will begin its supervision sooner or that it does not believe it to be necessary or appropriate in furtherance of Section 17 of the Act for the IBHC to be so supervised. Finally, Rule 17i-2 sets forth the criteria the Commission would use to make this determination.

The collections of information required by Rule 17i-2 are necessary to allow the Commission to effectively determine whether supervision of an IBHC as an SIBHC is necessary or appropriate in furtherance of the purposes of Section 17 of the Act. In addition, these collections are needed so that the Commission can adequately supervise the activities of these SIBHCs. Finally, these rules enhance the Commission's supervision of the SIBHCs' subsidiary broker-dealers through collection of additional information and inspections of affiliates of those broker-dealers.

We estimate that three IBHCs will file Notices of Intention with the Commission to be supervised by the Commission as SIBHCs. Each IBHC that files a Notice of Intention to become supervised by the Commission as an SIBHC will require approximately 900 hours to draft the Notice of Intention, compile the various documents to be included with the Notice of Intention, and work with the Commission staff. Further, each IBHC likely will have an attorney review its Notice of Intention and it will take the attorney approximately 100 hours to complete such a review. Consequently, we estimate the total one-time burden for all three firms to file their Notices of Intention would be approximately 3,000 hours.^[5] Rule 17i-2 also requires that an IBHC/SIBHC update its Notice of Intention on an ongoing basis.^[6] Each IBHC/SIBHC will require approximately two hours each month to update its Notice of Intention, as necessary. Thus, we estimate that it will take the three IBHC/SIBHCs, in the aggregate, about 72 hours each year to update their Notices of Intention.^[7] Thus, the total burden relating to Rule 17i-2 for all SIBHCs would be approximately 3,072 hours in the first year,^[8] and approximately 72 hours each year thereafter.

The records required to be created pursuant to Rule 17i-2 must be preserved for a period of not less than three years.^[9] The collection of information is mandatory and the information required to be provided to the Commission pursuant to this Rule is deemed confidential pursuant to section 17(j) of the Exchange Act and Section 552(b)(3)(B) of the Freedom of Information Act,^[10] notwithstanding any other provision of law. In addition, Exchange Act Rule 17i-2(d)(1) ^[11] states that all Notices of Intention, amendments, and other documentation and information filed pursuant to Rule 17i-2 will be accorded confidential treatment to the extent permitted by law.

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) the 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 send an e-mail to [e-mail]; and (ii) R. Corey Booth, 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 to OMB within 30 days of this notice.

October 23, 2006.

Nancy M. Morris,

Secretary.

Footnotes

1.  Pub. L. No. 106-102, 113 Stat. 1338 (1999).

2.  See 15 U.S.C. 78q(i).

3.  See Exchange Act Release No. 49831 (Jun. 8, 2004), 69 FR 34472 (Jun. 21, 2004).

4.  See H.R. Conf. Rep. No. 106-434, 165 (1999). See also Exchange Act Release No. 49831, at 6 (Jun. 8, 2004), 69 FR 34472, at 34473 (Jun. 21, 2004).

5.  (900 hours + 100 hours) × 3 IBHCs/SIBHCs = 3,000 hours.

6.  An IBHC would be required to review and update its Notice of Intention to the extent it becomes inaccurate prior to a Commission determination, and an SIBHC would be required to update its Notice of Intention if it changes a mathematical model used to calculate its risk allowances pursuant to Rule 17i-7 after a Commission determination was made.

7.  (2 hours × 12 months each year) x 3 SIBHCs = 72.

8.  (3,000 hours to file the Notices of Intention + 72 hours to update them) = first year cost of 3,072.

9.  17 CFR 240.17i-5(b)(2).

10.  5 U.S.C. 552(b)(3)(B).

11.  17 CFR 240.17i-2(d)(1).