E6-8495. Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549.

Extension: Rule 202(a)(11)-1; SEC File No. 270-471; OMB Control No. 3235-0532.

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 (the “Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget (“OMB”) for extension and approval.

The title for the collection of information is “Certain Broker-Dealers Deemed Not To Be Investment Advisers.” Rule 202(a)(11)-1 (17 CFR 275.202(a)(11)-1) under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) (“Advisers Act”) addresses the application of the Advisers Act to broker-dealers offering accounts charging an asset-based fee. The rule is intended to clarify when brokers offering these programs are subject to the provisions of the Advisers Act. The rule requires that all advertisements for brokerage accounts charging an asset-based fee and all agreements and contracts governing the operation of those accounts contain a certain prominent statement that the accounts are brokerage accounts and not advisory accounts. This collection of information is necessary so that customers are not confused with respect to the services that they are receiving, i.e., to prevent customers and prospective customers from mistakenly believing that the account is an advisory account subject to the Advisers Act. The collection assists customers in making informed decisions regarding whether to establish accounts.

The respondents to this collection of information are all broker-dealers that are registered with the Commission. The Commission has estimated that the average annual burden for ensuring compliance with the disclosure element of the rule is 5 minutes per broker-dealer taking advantage of the rule. If all of the approximately 6,158 broker-dealers registered with the Commission took advantage of the rule, the total estimated annual burden would be 511 hours (.083 hours × 6,158 brokers).

Written comments are invited on: (a) Whether the 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 of 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 R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312, or send an e-mail to: [e-mail].

Dated: May 24, 2006.

Jill M. Peterson,

Assistant Secretary.